e-Form Remote Server (“e-Form RS”) is an online service created to permit you (as defined in a Thomson Reuters (Tax & Accounting) Inc. (“TRTA”) Order Form made a part hereof) by use of the Internet or world wide web, to enter information into electronic forms and formats and, using the TRTA computer systems to prepare and print certain tax forms and or to perform other offered calculations, business processes and professional management operations associated with the forms.
The following document (the "Agreement") sets forth the conditions upon which TRTA is willing to permit you to access the Remote Services e-Form RS computer systems ("e-Form RS System") and to use the TRTA processing services ("e-Form RS Services"). Read the following terms and conditions carefully before going to the next screen. This is a legal document between TRTA and you and sets forth all of your legal rights and obligations relating to your access to the e-Form RS System and use of the e-Form RS Services. If you accept all of the terms contained in this Agreement, please print a copy of this Agreement and indicate your acceptance of these conditions by pressing the "Accept" button below. If you do not accept the terms of this Agreement, please so indicate by pressing the "Decline" button below.
TRTA and its suppliers' (hereafter collectively “TRTA”) sole undertaking to you is to permit you to access the e-Form RS System and to cause the e-Form RS Services (1) to provide to you those services as described in the applicable Licensed Program Specifications (collectively, the "Program Services"), (2) access and complete available forms and perform basic calculations using the information that you supply to TRTA. You acknowledge that you access the e-Form RS System and use the e-Form RS Services at your own risk.
1.
Permitted Use. TRTA grants to
you a limited, nonexclusive, nontransferable right to access the e-Form RS
System and use the e-Form RS Services. You agree that the e-Form RS
System and the use of e-Form RS
Services shall be used only by (i) you and or your employees, and (ii) upon written notice to TRTA
and subject to the terms and conditions set forth herein, a third party agent
providing tax preparation related services directly to you, provided that (i)
such third party accesses the Software only in order to perform said services
for your direct benefit and not for the benefit of any other person, party or
entity, (ii) such third party is bound by confidentiality obligations no
less restrictive than those contained herein and (iii) any and all tax returns
or other documents based in whole or in part on the services provided by such
third party and filed with the appropriate taxing authority are signed by you
as the preparer of such return or document. You will contact TRTA support
resources for all third party support issues and agree that TRTA will not be
responsible for providing any support directly to a third party granted access
to the Software hereunder. Furthermore, you agree to indemnify and hold TRTA
harmless from and against liabilities, losses, costs, and expenses (including
reasonable attorney's fees) incurred by TRTA in connection with such third
party’s use of the Software, and/or breach of any confidentiality obligations
to you, TRTA or otherwise. The output from the e-Form RS Services
belongs to you. Your right to access the e-Form
RS System and use the e-Form RS Services includes
the right to access certain proprietary TRTA software systems, information and
content (including screen shots, layouts, text and user interfaces) ("TRTA
Materials").
Your license allows access to TRTA e-Form RS and is limited to the number of users licensed. You may obtain access to the e-Form RS System for Federal, State or Federal and State forms.
2. Payment. In consideration of accessing the e-Form RS System and using the e-Form RS Services, you agree to pay all charges incurred on your e-Form RS account within thirty (30) days of the date of an invoice. TRTA may terminate your Account and your access to the e-Form RS System and use of the e-Form RS Services immediately and without notice to you where you fail to pay any charge when due.
3. TRTA Materials. TRTA
Materials are subject to protection under the copyright and or trade secret
laws, where applicable, and other intellectual property laws of the
The
following ongoing support services for the e-Form
RS
System and e-Form RS Services shall be provided until
terminated or discontinued by TRTA: (1)any known problem solutions relating to
the e-Form RS System and e-Form RS Services as such solutions become
known and published by TRTA, (2) corrections to material problems that TRTA is
able to diagnose in the e-Form RS System (3) enhancements to the e-Form RS
System and e-Form RS Services which TRTA elects to incorporate into and make a
part of the e-Form RS
System and e-Form RS Services provided and does not
separately market (4) telephone support for the use and maintenance of the e-Form RS Services. TRTA will
not provide direct telephone support to third party contractors. You are responsible for contacting TRTA
telephone support concerning any third party contractor support issues.
Support services to be provided by TRTA shall not include: (1) support of e-Form RS Services on equipment not identified by TRTA as an authorized device (2) support of software not supplied by TRTA (3) support of e-Form RS Services not properly used or used in an operating environment not designated in the Licensed Specifications.
4. Account Information and Passwords. You will be required to supply to TRTA certain information about an administrative contact including name, address, telephone number, Email address and other identifying information. TRTA will set up a TRTA account ("Account") with this information, identifying the administrative contact by a confirmed EMail address and will be linked to your TRTA e-Form RS Account through use of a password known only by you. TRTA will not know your password. It is the administrative contact's responsibility to remember and protect your password. Do not give your password to any other person. You will be responsible for any liability that may occur (either to TRTA or you) as a result of your giving your password to anyone other than said administrative contact.
5. Term. This License shall be for one (1) year from the effective date of your order, this Agreement shall remain in effect until terminated by notice from one party to the other. In the event that you fail to comply with any term or condition in this Agreement, this Agreement and the rights granted herein shall terminate immediately without notice to you and TRTA may pursue all appropriate legal remedies.
6. Warranties. TRTA warrants that when used in accordance with the specified documentation, the e-Form RS System and the e-Form RS Services will (1) format the information that you supply to TRTA into the selected form, (2) perform basic calculations using the information that you supply to TRTA, and (3) input the results of such calculations into the form required by the applicable authority.
7. Disclaimers. OTHER THAN THE WARRANTIES SPECIFICALLY SET OUT IN THIS AGREEMENT, TRTA MAKES NO WARRANTIES AND YOU SHALL BE DEEMED TO HAVE ACCEPTED THE TRTA e-Form RS SERVICE AND OUTPUT "AS IS" AND "WHERE IS," AND WITHOUT ANY WARRANTY OF ANY KIND. TRTA MAKES NO WARRANTY THAT THE SERVICE OFFERED OR PROVIDED WILL MEET YOUR REQUIREMENTS, NOR DOES TRTA WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED. YOU HAVE PERFORMED THE NECESSARY DUE DILIGENCE AND INVESTIGATION TO ASSURE YOURSELF THAT THE TRTA e-Form RS SERVICE, IF PROVIDED, WILL MEET YOUR NEEDS.
TRTA DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES. BY ACCESSING THE TRTA e-Form RS COMPUTER SYSTEM OR USING TRTA e-Form RS SERVICES, YOU WAIVE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR AN INTENDED OR PARTICULAR PURPOSE, ACCURACY OF CALCULATIONS, NONINFRINGEMENT, TIME OF PERFORMANCE OR OTHERWISE, RESPECTING ANY PRODUCT OR OUTPUT SUPPLIED OR SERVICE RENDERED, INCLUDING ACCESS TO THE TRTA e-Form RS COMPUTER SYSTEM OR USE OF THE TRTA e-Form RS SERVICE.
TRTA disclaims all liability for damages arising from information that you submit that is incorrect, mis-characterized, or incomplete, or damages arising from incorrect user input that you make. It is your obligation and responsibility to ensure that the information that you transmit to TRTA is accurate, correct and complete, and that the data you enter in preparing form(s) is correct, and to review your form, once prepared, for accuracy and completeness prior to utilization.
TRTA has taken reasonable measures to provide a secure environment for receipt and transmission of information. However, since use of the e-Form RS System or use of the e-Form RS Services depends, in part, on third parties (e.g., telecommunications carriers) whose performance is outside of TRTA's control, TRTA disclaims all liability for damages arising from the failure of the e-Form RS System or the e-Form RS Services due to such third parties' performance. TRTA also disclaims all liability for damages arising from the disclosure or dissemination of information.
IN NO EVENT SHALL TRTA BE LIABLE FOR: INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING LOST OR DAMAGED DATA; ADDITIONAL TAXES OR OTHERWISE; THIRD PARTY CLAIMS; OR DAMAGES WITH RESPECT TO WHICH YOU CONTRIBUTED OR ACTED AS AN INTERVENING CAUSE, WHETHER FORESEEABLE OR NOT, EVEN IF TRTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states do not permit the exclusion of implied warranties, or the exclusion or limitation of incidental or consequential damages, so the foregoing may not apply to you.
8. Limitation of Liability. For all claims relating to TRTA's performance under this Agreement, whether in contract, tort, strict liability or otherwise, including without limitation, claims regarding any undertakings promised herein or for work containing a TRTA error or other breach of its obligations hereunder by TRTA, TRTA's liability shall not exceed an amount equal to the fees you have paid to TRTA in the then current year under this Agreement for access to the e-Form RS System or the use of the e-Form RS Services.
9. Professional Responsibility and Indemnity. Though the e-Form RS System and the e-Form RS Services are tools to assist you and any third party contractor’s as provided for herein in preparing and categorizing information, you are solely responsible for the content, elections, accuracy, and other uses of the forms. You agree to defend, at your own expense, indemnify and hold TRTA harmless against liability (including without limitation, attorneys' fees, penalties and interest) arising directly or indirectly from any suit, claim or proceeding brought against TRTA by any party based upon use of either the e-Form RS System or the e-Form RS Services.
10.
Confidential Information. You and TRTA understand and agree
that restrictions should be placed on the use, dissemination and disclosure of
certain non‑public,
confidential and/or proprietary information to be exchanged between TRTA on the one hand, and
you on the other. This information may
include, but will not necessarily be limited to, your and your customer’s
non-public information and TRTA’s products and
proprietary information regarding current products and services, together with all other
software, data, information and materials marked as confidential or can be
reasonably understood to be confidential in nature and provided by one party
(“the disclosing party) to the other party (“the recipient”), all of which
shall hereinafter be referred to as the “Information”.
As such each
party agrees that:
(a)
The Information will be kept confidential and each party shall exercise due diligence to maintain
all Information in confidence. “Due
diligence” shall mean at least the same precautions and standard of care which
a reasonable person in such business would use to safeguard its own proprietary
information.
(b)
Circulation of the
Information shall be limited to only the
recipient’s authorized users who need to know the Information in connection
with their normal duties and who shall agree to be bound by the terms and
conditions of this Agreement, and shall not be distributed or disclosed in
whole or in part to any other employees and/or third parties within or without
the recipient’s organization, without prior written consent of the disclosing
party.
(c) The term “Information” does not
include information that (a) is or becomes generally available to the public
other than as a result of disclosure by the recipient or anyone to whom the
recipient discloses the Information, (b) becomes available to the recipient on
a non‑confidential basis from a source other than the disclosing party
who is not bound by a confidentiality agreement with the disclosing party, (c)
was known to the recipient or in its possession prior to the date of disclosure
by the disclosing party, (d) is disclosed
with the disclosing party’s written permission,
or (e) is independently developed by the recipient without reference to the
Information.
(d) Upon the disclosing party's
request, recipient shall promptly either (a) return the Information to the
disclosing party or (b) destroy the Information and certify in writing that
such Information has been returned or destroyed and that no copies thereof,
except such copies specifically provided for in other agreement(s) between the
parties, have been made or retained.
(e) In the event that the recipient becomes legally compelled to disclose any of the Information, it will provide the disclosing party with prompt notice so that the disclosing party may seek a protective order or other appropriate remedy, and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the disclosing party waives compliance with the provisions of this Agreement, the recipient will furnish only that portion of the Information which is legally required and will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded the Information.
(f) The failure by the disclosing party to complain of any act or omission on the part of the recipient, no matter how long the same may continue, shall not be deemed to be a waiver by the disclosing party of any of Its rights under this Agreement. The waiver by the disclosing party at anytime, expressed or implied, of any breach or attempted breach of the Agreement shall not be deemed a waiver or a consent to any subsequent breach or attempted breach of the same or any other type. If any action by recipient shall require the consent or approval by the disclosing party, such consent to or approval by the disclosing party to such action on any one occasion shall not be deemed a consent or approval of any other action on the same or any subsequent occasion.
11. Limitation of Actions. You may not assert any cause of action against TRTA more than one (1) year after the date the cause of action accrues.
12. Force Majeure. TRTA will not be liable for any damages or injury caused by any delay in or failure or defect of performance under this Agreement, or be liable for any other consequences, damage, injury or loss, caused by or resulting from any act, event, occurrence, or cause beyond its reasonable control, including without limitation, computer virus, on-line failure, war, vandalism, sabotage, accidents, epidemics, quarantines, fires, explosions, earthquakes, floods, strikes, labor disputes, mechanical breakdown, shortages or delays in obtaining suitable parts, material, labor or transportation, interruption of utility services, acts of any government unit or agency thereof, or acts of the other party, or any similar cause.
13. Miscellaneous. TRTA
reserves the right to modify or terminate access to the e-Form RS System or use
of the e-Form RS Services at any
time in the sole exercise of its discretion. You may not assign this Agreement
or your rights in this Agreement to any other party. This Agreement forms the
entire understanding between TRTA and you concerning your access to the e-Form RS
System or use of the e-Form RS Services. You acknowledge and
agree that no representations have been made by TRTA other than as expressly
set forth herein. No addendum,
amendment, modification, or alteration of the terms of this Agreement shall be
binding unless in writing and signed by authorized personnel of both you and TRTA. In the event of any discrepancy or
inconsistency between the Agreement and any form used by you, and/or additional
terms and conditions contained within such form, the terms of the Agreement
shall govern and any said additional terms and conditions are hereby waived. TRTA
shall be deemed to have delivered notice under this Agreement when it posts
information to the email address that you supply in the order process. THE
OBLIGATIONS OF THE PARTIES SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TRTA reserves the right to modify or terminate access to the RS System or use of the software.
The provisions of this Agreement related to (i) the protection of TRTA's intellectual property, (ii) disclaimer and limitation of liability and (iii) your indemnity of TRTA shall survive termination of this Agreement.
14. Restricted Rights. TRTA
Materials are supplied to you with RESTRICTED RIGHTS. Use, duplication or
disclosure by the U.S. Government is subject to restrictions, where applicable,
as set forth in subparagraphs (a) through (d) of The Rights in Technical Data
and Computer Software clause at FAR 52.227 and subparagraph at DFAR
252.227-7013 or subparagraphs (c)(1) or (2) of the Commercial Computer Software
- Restricted Rights at 48 CFR 52.227-19. Contractor/manufacturer is Thomson Reuters
(Tax & Accounting) Inc.,
15. SUPPLEMENTAL END-USER AGREEMENT
FONT SOFTWARE. The TRTA Materials contain
font software which generates typeface designs (“Font Software”). You may not
separate the Font Software from the TRTA Materials. You may not alter Font
Software for the purpose of adding any functionality which such Font Software
did not have when delivered to you as part of the TRTA Materials. You may not
embed Font Software into a document which is distributed as a commercial
product in exchange for a fee or other consideration (For example, End-Users
shall not embed Font Software into an electronic book that is offered to the
public for a fee).
TRTA agrees with MONOTYPE that the Agreement shall consist of all of the
above terms and conditions, including without limitation, section 14.
Supplemental End-User Agreement.