Terms Of Service
This Master SaaS and Services Agreement (this “Agreement”), dated as of the date the digital signature of the Customer is affixed (the “Effective Date”), is by and between the Customer (“Customer” means any person, including their agents and/or representatives or any person acting on their behalf, who is purchasing products and services from the Company or to whom the Company is rendering any Subscription Services. It is the responsibility of the Customer to provide notice and copy(s) of this Agreement and the Terms to all such agents or representatives) and Bookkeypr Inc, a Delaware corporation, with offices located at 16192 Coastal Highway, Lewes, Delaware 19958 (the “Service Provider” or “Company”). The Customer and Service Provider may together be referred to as “Parties”.
RECITALS
WHEREAS, Customer desires to obtain certain Services from the Company with respect to its bookkeeping and tax filing needs; and the Company wishes to provide the Services to Customer, each on the terms and conditions set forth in this Agreement.
WHEREAS, the Customer agrees and acknowledges to be legally bound by the Terms of Use (the “Terms”) and this Agreement, including all schedules/exhibits.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
The Company and the Customer are individually referred to as a “Party” and collectively as the “Parties”.
In consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:
1. SERVICES
1.1 Purpose
This Agreement sets forth the terms and conditions under which the Company agrees to provide (i) certain ”outsourced accounting software as a service” (“Subscription Services”) for certain bookkeeping and tax-filing services delivered via web and mobile app interfaces therefore, a “Platform”) to Authorized Users, as further set forth on each order form (“Order Form”) and (ii) if applicable, all other implementation services, customization, integration, data import and export, monitoring, technical support, maintenance, training, backup and recovery, and change management (“Professional Services” together with Subscription Services, the “Services”) related to Customer’s access to, and use of, such Subscription Services and each Platform, as further set forth on each Order Form.
1.2 The Services; Access and Use License
Subject to the terms and conditions of this Agreement, during the Term, the Company shall use commercially reasonable efforts to provide (i) Customer and Authorized Users access to each Platform, and (ii) Professional Services to the Customer. Subject to the terms and conditions of this Agreement, during the Term, the Company hereby grants Customer and Authorized Users a non-exclusive, non-sublicensable, non- transferable, worldwide license to access and use each Platform, solely for internal business purposes as set forth herein.
1.3 Subscription Services
The Customer is required to fill out an Order Form which shall identify each applicable Platform, user limitations, fees, subscription terms and other applicable terms and conditions.
1.4 Professional Services
The Customer is required to fill out a Order Form, which shall specify and further describe the Professional Services to be provided in accordance with the representations and warranties set forth herein, and may, but need not, include, the Professional Services offered, limitations, milestones, fees, term and other applicable terms and conditions.
1.5 Changes to Platform
The Company may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of the Company’s products or services to its customers, (b) the competitive strength of, or market for, the Company’s products or services, (c) such Platform’s cost efficiency or performance, or (ii) to comply with applicable law.
2. PLATFORM ACCESS AND AUTHORIZED USER
2.1 Administrative Users
During the configuration and set-up process for each Platform, Customer will identify an administrative user name and password for Customer’s company account. The Company reserves the right to refuse registration of, or cancel usernames and passwords it deems inappropriate.
2.2 Authorized Users
Customer may allow such number of Customer’s employees and/or independent contractors as is indicated on an Order Form to use the applicable Platform on behalf of Customer as “Customer Users”. Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users replacing former Authorized Users who no longer require ongoing use of the applicable Platform.
2.3 Authorized User Conditions to Use
As a condition to access and use of a Platform, (i) each Authorized User shall agree to abide by the terms of the Company’s end-user terms of use which it may adopt from time to time, (ii) Customer Users shall agree to abide by the terms of this Agreement, or a subset hereof, and, in each case, Customer shall ensure such compliance. The Customer shall immediately notify the Company of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation, and shall be liable for any breach of the foregoing agreements by any Authorized User.
2.4 Account Responsibility
Customer will be responsible for (i) all uses of any account that Customer has access to, whether or not Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use, and (ii) securing its the Company account, passwords (including but not limited to administrative and user passwords) and files. The Company is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords.
3. ADDITIONAL RESTRICTIONS AND RESPONSIBILITIES
3.1 Software Restrictions
Customer will not, nor permit or encourage any third party to, directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to a Platform or any software, documentation or data related to a Platform (“Software”); (ii) modify, translate, or create derivative works based on a Platform or any Software; (iii) use a Platform or any Software for time sharing or service bureau purposes or other computer service to a third party; (iv) modify, remove or obstruct any proprietary notices or labels; or (v) use any Software or a Platform in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with such Software or Platform. For the avoidance of doubt, Software and the Services, including all user-visible aspects of the Services, are the Confidential Information of the Company, and Customer will comply with Section 4 with respect thereto.
3.2 Customer Compliance
The Customer shall use, and will ensure that all Authorized Users use, each Platform, Software, and the Services in full compliance with this Agreement, the Company’s end-user terms of use and all applicable laws and regulations. Customer represents and warrants that it (i) has accessed and reviewed any terms of use or other policies relating to a Platform provided by the Company, (ii) understands the requirements thereof, and (iii) agrees to comply therewith. The Company may suspend Customer’s account and access to each Platform and performance of the Services at any time and without notice if the Company believes that Customer is in violation of this Agreement. Although the Company has no obligation to monitor Customer’s use of a Platform, the Company may do so and may prohibit any use it believes may be (or alleged to be) in violation of the foregoing.
3.3 Cooperation
Customer shall provide all cooperation and assistance as the Company may reasonably request to enable the Company to exercise its rights and perform its obligations under, and in connection with, this Agreement, including providing the Company with such access to Customer’s premises and its information technology infrastructure as is necessary for the Company to perform the Services in accordance with this Agreement.
3.4 Training and Education
The Customer shall use commercially reasonable efforts to cause Customer Users to be, at all times, educated and trained in the proper use and operation each Platform such Customer Users utilize, and to ensure that each Platform is used in accordance with applicable manuals, instructions, specifications and documentation provided by the Company from time to time.
3.5 Customer Systems
The Customer shall be responsible for obtaining and maintaining both the functionality and security of any equipment and ancillary services needed to connect to, access or otherwise use each Platform, including modems, hardware, servers, software, operating systems, networking, web servers and the like.
3.6 Restrictions on Export
The Customer may not remove or export from the United States or allow the export or re- export of the Software or anything related to a Platform, Software or Services, or any direct product thereof in violation of any restrictions, laws or regulations of any United States or foreign agency or authority.
3.7 DFARS
Software, each Platform and the Services and any documentation provided by the Company are deemed to be “commercial computer software” and “commercial computer software documentation” pursuant to Defense Federal Acquisition Regulation Supplement, codified under Chapter 2 of Title 48, United States Code of Federal Regulations, Section 227.7202, and Federal Acquisition Regulation, codified in Title 48 of the United States Code of Federal Regulations, Section 12.12. Any use, modification, reproduction, release, performance, display, or disclosure of the Software or documentation by the United States Government is governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement.
4. CONFIDENTIALITY
4.1 Confidential Information
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has been, and may be, exposed to or acquired business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information”). Confidential Information of the Company includes non-public information regarding features, functionality and performance of each Platform and Software. Confidential Information of Customer includes non-public data provided by Customer to the Company to enable the provision of access to, and use of, the Services as well as all content, data and information recorded and stored by each Platform for Customer (“Customer Data”), but explicitly excludes Vendor Information (defined below). The terms and conditions of this Agreement, including all pricing and related metrics, are the Company’s Confidential Information.
4.2 Exceptions
Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party.
4.3 Non-use and Non-disclosure
With respect to Confidential Information of the Disclosing Party, the Receiving Party agrees to: (i) use the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure, of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer reproduce, or divulge such Confidential Information to any third party, (iii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, this Agreement.
4.4 Compelled Disclosure
Notwithstanding Section 4.3, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a court order or applicable law; provided, however that the Receiving Party delivers reasonable advance notice of such disclosure to the Disclosing Party and uses reasonable efforts to secure confidential treatment of such Confidential Information, in whole or in part.
4.5 Remedies for Breach of Obligation of Confidentiality
The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Party of its obligations under this Section, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages.
5. PROPRIETARY RIGHTS
5.1 Ownership
Customer shall own all right, title and interest in and to the Customer Data. The Company shall own and retain all right, title and interest in and to (i) each Platform, Software and the Services and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Services, and (iii) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, “Services IP”). To the extent Customer acquires any right, title or interest in any Services IP, Customer hereby assigns all of its right, title and interest in such Services IP to the Company.
5.2 Customer Data and Vendor Information License
Customer hereby grants to the Company a non-exclusive, transferable, sublicensable, worldwide and royalty-free license to use and otherwise exploit (i) Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve a Platform, for research, statistical analysis to identify industry trends for business intelligence purposes, both during and after the Term, and (ii) Vendor Information for any lawful purpose. “Vendor Information” means any Vendor list or Vendor contact information that is provided to the Company by Customer or uploaded to any Platform by or on behalf of Customer. For the avoidance of doubt, the Company may use, reproduce and disclose Platform-, Software- and Services-related information, data and material that is anonymized, de- identified, or otherwise rendered not reasonably associated or linked to Customer or any other identifiable individual person or entity for product improvement and other lawful purposes, all of which information, data and material will be owned by the Company. It is Customer’s sole responsibility to back-up Customer Data during the Term, and Customer acknowledges that it will not have access to Customer Data through the Company or any Platform following the expiration or termination of this Agreement.
5.3 No Other Rights
No rights or licenses are granted except as expressly set forth herein.
6. FEES & PAYMENT
6.1 Fees
Customer will pay the Company the then-applicable fees described in an Order Form, as applicable, in accordance with the terms set forth therein (“Fees”), including, for the avoidance of doubt, any fees incurred through Customer’s use of a Platform exceeding a services capacity parameter specified on an Order Form.
6.2 Renewal Fees
Upon the commencement of each Renewal Term, (i) Customer shall be liable to the Company for payment of a Renewal Fee. Customer hereby consents to the Company charging any such Renewal Fee to the credit card, or other payment method, associated with Customer’s account without need to provide any further notice or receive any further consent. Each “Renewal Fee” shall equal the Service Fee or Renewal Fee, as applicable, due to the Company during previous term as may be increased in the Company’s sole discretion by a percentage up to the Fee Increase Percentage specified on the applicable Order Form; provided, if the Initial Term was greater than one (1) year, for purposes of calculating the initial Renewal Fee the Service Fee shall be prorated to one (1) year. Notwithstanding the foregoing, if Customer is not liable to the Company for a Service Fee under an Order Form, no Renewal Fees shall be charged to Customer with respect to such Order Form.
6.3 Payment
The Customer will be billed in advance before the commencement of the Services, Subscription Fees for use of the Services as per subscription plan detailed in the Order Form. The Customer acknowledges and agrees that all billing and payments will be made through third party website/s accessible by the Customer on the internet. The Customer may elect to pay Fees due via direct debit or via credit card using the said third party website. The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company thirty (30) days after the mailing date of the invoice (unless otherwise specified on the applicable Order Form). Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. In addition to any other remedies available, The Company may suspend Services in the event of payment delinquency.
6.4 Payment Disputes
If Customer believes that the Company has billed Customer incorrectly, Customer must contact the Company no later than thirty (30) days after the closing date on the first billing statement in which the believed error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to the Company’s customer support department or the applicable Account Manager.
6.5 Taxes
The Customer shall pay, and shall be liable for, all taxes relating to the Company’s provision of the Services hereunder. The Company shall pay, and shall be liable for, taxes based on its net income or capital.
6.6 No Deductions or Setoffs
All amounts payable to the Company hereunder shall be paid by Customer to the Company in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason except as may be required by applicable law.
6.7 Subpoena Expenses
If the Company has to provide information in response to a subpoena related to Customer’s account, then the Company may charge Customer for the Company’s costs. Such charges may include fees for attorney and employee time spent retrieving records, preparing documents and participating in depositions or other legal processes as well as other costs incurred in complying with such legal processes.
7. TERM AND TERMINATION
7.1 Term
This Agreement shall remain in effect until its termination as provided below (the “Term”). The term shall begin on the applicable “Services Effective Date” and continue for the “Service Term,” in each case as specified in such Order Form. Each Order Form shall renew for additional (i) one (1) year periods if the Service Term is equal to or greater than one (1) year, or (ii) periods equal to the Service Term if the Service Term is less than one (1) year (each, a “Renewal Term”), unless cancelled on the platform.
7.2 Termination
The Company may terminate this Agreement upon written notice to the Customer if no Order Form is in effect. In addition to any other remedies it may have, either party may also terminate this Agreement upon written notice if the other party fails to pay any amount when due or otherwise materially breaches this Agreement and fails to cure such breach within thirty (30) days or as agreed upon by both parties after receipt of written notice of such breach from the non-breaching party. Notwithstanding the foregoing, if Customer is a state agency or a political subdivision of a state, or a federal agency or a political subdivision of the federal government, Customer may terminate this Agreement at any time (i) for convenience upon ninety (90) days’ written notice to the Company, or (ii) if adequate funds to pay the Company all fees owed hereunder are not appropriated to such Customer during the Term, unless otherwise authorized by law; provided, it is expressly agreed that Customer shall not activate this non-appropriation provision for its convenience, substation for another procurement system or solution, or to circumvent the requirements of this Agreement in any way.
7.3 Effect of Termination
Upon termination of the Agreement, each outstanding Order Form, if any, shall terminate and Customer shall immediately cease all use of, and all access to, the Subscription Services and the Company shall immediately cease providing the Professional Services. If (i) the Company terminates this Agreement pursuant to the second sentence of Section 7.2, or (ii) Customer terminates this Agreement pursuant to clause (i) of the last sentence of Section 7.2, all Fees that would have become payable had each outstanding Statement of Service remained in effect until expiration of its current term will become immediately due and payable.
7.4 Survival
Sections [3.1, 4–6, 7.2, 7.4, and 9–17] shall survive any termination or expiration of this Agreement. All other rights and obligations shall be of no further force or effect.
8. WARRANTY AND DISCLAIMER
8.1 Warranties
The Company represents and warrants that it will perform the Professional Services in a professional and workmanlike manner. Each party represents and warrants that it has the legal power to enter into this Agreement. Additionally, Customer warrants that (i) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by a Platform and the Services; (ii) the provision and use of Customer Data as contemplated by this Agreement and each Platform and the Services does not and shall not violate any Customer’s privacy policy, terms- of-use or other agreement to which Customer is a party or any law or regulation to which Customer is subject to.
8.2 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A STATEMENT OF SERVICE, THE COMPANY DOES NOT WARRANT THAT ACCESS TO THE PLATFORMS, SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. FURTHER, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SERVICES PROVIDED BY THIRD PARTY TECHNOLOGY SERVICE PROVIDERS RELATING TO OR SUPPORTING A PLATFORM, INCLUDING HOSTING AND MAINTENANCE SERVICES, AND ANY CLAIM OF CUSTOMER ARISING FROM OR RELATING TO SUCH SERVICES SHALL, AS BETWEEN THE COMPANY AND SUCH SERVICE PROVIDER, BE SOLELY AGAINST SUCH SERVICE PROVIDER. THE PLATFORMS, SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. INDEMNITY
9.1 Indemnification by the Company
The Company will defend Customer against any claim, suit, demand, or action made or brought against Customer by a third party alleging that the Services, or Customer’s use or access thereof in accordance with this Agreement, infringes any intellectual property rights of such third party, and will indemnify and hold harmless Customer from any damages, losses, liabilities, costs and fees (including reasonable attorney’s fees) finally awarded against Customer in connection with or in settlement of any such claim, suit, demand, or action. The foregoing obligations do not apply with respect to portions or components of any Platform or Service (i) not supplied by the Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery, or granting of access, by the Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, a Platform is held by a court of competent jurisdiction to be or is believed by the Company to be infringing, the Company may, at its option and expense (a) replace or modify such Platform to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using such Platform, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for such Platform. This Section states Customer’s sole and exclusive remedies for claims of infringement.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL (I) EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED IN THE AGGREGATE THE TOTAL FEES PAID OR OWED BY CUSTOMER AND VENDORS HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT), AND (II) EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement is governed in all respects by the laws of the State of Delaware without giving effect to its rules relating to conflict of laws. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to this Agreement or to the rights or duties of the parties under this Agreement. Any dispute arising out of or relating to this Agreement, or its subject matter, shall be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the International Arbitration and Mediation Centre in Hyderabad (“IAMC”). Either party may send a notice to the other party of its intention to file a complaint with the IAMC under this Section (“Arbitration Notice”). The arbitration will be conducted in Hyderabad by a single arbitrator knowledgeable in Delaware and US federal laws as well as government contracting matters and the commercial aspects of “outsourced accounting software as a service” arrangements and intellectual property. The parties will mutually appoint an arbitrator within thirty (30) days of the Arbitration Notice. If the parties are unable to agree on an arbitrator, then the IAMC will appoint an arbitrator who meets the foregoing knowledge requirements. The arbitration hearing will commence within sixty (60) days after the appointment of the arbitrator and the hearing will be completed and an award rendered in writing within sixty (60) days after the commencement of the hearing. Prior to the hearing, each party will have the right to take up to four (4) evidentiary depositions, and exchange two (2) sets of document production requests and two sets, each, of not more than ten (10) interrogatories. The arbitrator will provide detailed written explanations to the parties to support their award and regardless of outcome, each party shall pay its own costs and expenses (including attorneys’ fees) associated with the arbitration proceeding and fifty percent (50%) of the fees of the arbitrator and the IAMC. The arbitration award will be final and binding and may be enforced in any court of competent jurisdiction.
12. SECURITY
The Company may, from time to time, host and/or maintain a Platform using a third party technology service provider and Customer acknowledges that the Company cannot offer any additional or modified procedures other than those put in place by such technology provider with respect to such technology service.
13. PUBLICITY
Customer agrees that the Company may identify Customer as a customer and use Customer’s logo and trademark in the Company’s promotional materials. The Customer may request that the Company stop doing so by submitting an email to legal@bookkeypr.com at any time. Customer acknowledges that it may take The Company up to 60 days to process such a request. Notwithstanding anything herein to the contrary, Customer acknowledges that the Company may disclose the existence and terms and conditions of this Agreement to its advisors, actual and potential sources of financing and to third parties for purposes of due diligence.
14. NOTICES
All notices, consents, and other communications between the parties under or regarding this Agreement must be in writing (which includes email and facsimile) and be addressed according to information provided on an Order Form. All communications will be deemed to have been received on the date actually received. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section or updating the same on the platform.
15. FORCE MAJEURE
The Company is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of Customer or any Authorized User.
16. ASSIGNMENT
Neither party may assign this Agreement to any third party without the prior written consent of the other; provided that no consent is required in connection with an assignment to an affiliate or in connection with any merger, reorganization, consolidation, sale of assets or similar transaction. The Company may sublicense any or all of its obligations hereunder. For the avoidance of doubt, a third-party technology provider that provides features or functionality in connection with a Platform shall not be deemed a sublicensee under this Agreement.
17. GENERAL PROVISIONS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement, together with Order Form entered into hereunder and all exhibits, annexes and addenda hereto and thereto are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has authority of any kind to bind the other party in any respect whatsoever. In the event of a conflict between this Agreement and any Order Form, such Order Form shall prevail unless otherwise expressly indicated in this Agreement or such Order Form. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words “hereof,” “hereby,” “herein,” “hereto,” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or paragraph of this Agreement; (ii) the words “include,” “includes” or “including” are deemed to be followed by the words “without limitation;” (iii) references to a “Section” or “Exhibit” are references to a section of, or exhibit to this Agreement; and (iv) derivative forms of defined terms will have correlative meanings.
18. CONSENT BY THE CUSTOMER
The Customer expressly acknowledges and is aware that the Services may be performed by personnel located outside of the United States of America. We engage the services of outside tax consultants from time to time and we have to share your information with them in order to provide you the Services. A specimen of the consent form is attached as Schedule B. Bookkeypr may request you to sign this form for the Tax-Prep/Filing process. You consent and agree for your information to be disclosed to these tax professionals.
By signing the Order Form, the Customer agrees to be bound by the terms of this Agreement, Terms of Use and Privacy Policy.
Schedule B
- CONSENT FOR DISCLOSURE OF TAX INFORMATION PURSUANT TO IRC SECTION 7216[3]
I authorize the following disclosure of my tax information (entering a √ indicates yes, a blank indicates no): Information to be disclosed: ( ) 2015 tax return ( ) 2014 tax return ( ) 2013 tax return ( ) 2012 tax return ( ) Any and all requested ( ) Other information: __________________________________ Person(s) to whom disclosure is authorized: _________________________ _________________________ ________________________ Name Company or affiliation E-mail address The manner in which information is to be disclosed: ( ) Via telephone ( ) Via e-mail ( ) In person ( ) Via post The period of time this authorization and consent covers: ( ) For a period of ( ) one week ( ) one month ( ) one year ( ) other ______ ( ) For the period of time it takes to disclose/communicate information requested Should the parties identified above request additional information, ( ) authorization is given to provide additional information related to the initial inquiry without an additional or amended authorization. ( ) authorization is given to respond to inquiries via telephone or email. ( ) authorization is withheld. Federal law requires this consent form be provided to you. Unless authorized by law, we cannot disclose, without your consent, your tax return information to third parties for purposes other than the preparation and filing of your tax return. If you consent to the disclosure of your tax return information, federal law may not protect your tax return information from further use or distribution. You are not required to complete this form. If we obtain your signature on this form by conditioning our services on your consent, your consent will not be valid. If you agree to the disclosure of your tax return information, your consent is valid for the amount of time that you specify. If you do not specify the duration of your consent, your consent is valid for one year. If you believe your tax return information has been disclosed or used improperly in a manner unauthorized by law or without your permission, you may contact the Treasury Inspector General for Tax Administration (TIGTA) by telephone at 1-800-366-4484, or by e-mail at complaints@tigta.treas.gov. Do not sign this form if you have not read it and understood what it asks for, and the permissions you are giving us.
