TaxCycle Referral Program Terms

To be eligible to participate in TaxCycleʼs Referral Program (“Program”), you must review and accept this TaxCycle Referral Agreement (“Agreement”).

Please review these terms carefully. By signing up for the Program through the PartnerStack Platform and by clicking on the “Confirm” button, you agree to be bound by and comply with the terms of this Agreement, as updated from time to time in TaxCycleʼs sole discretion in accordance with Section 2.

This Agreement is between you (“you”, “your”) and Xero Software (Canada) Limited, with offices at 1333 8 St SW #800, Calgary, AB T2R 1B2, Canada (“TaxCycle”, “our”, “we”). Each of you and TaxCycle may be referred to in this Agreement as a “Party”, and may be collectively referred to in this Agreement as the “Parties”.

1. TaxCycle Referral Program. TaxCycle is a comprehensive professional tax software for Canadian accountants, bookkeepers and tax preparers, accessible at www.taxcycle.com. TaxCycle maintains a website page at https://www.taxcycle.com through which CA-based accountants, bookkeepers and tax professionals can sign up and purchase TaxCycleʼs services (“TaxCycle Sign-Up Page”). The Program is facilitated on the PartnerStack partner management platform (“PartnerStack Platform”). Both Parties acknowledge that they may be party to separate agreements with PartnerStack and may be participants in other PartnerStack programs. You acknowledge that TaxCycle is not an agent or representative of PartnerStack, and is not party to any agreement you have with PartnerStack, nor in any way responsible for the performance of PartnerStack.

2. Modification. At any time, and in our sole discretion, we may modify any of the terms and conditions of this Agreement, without prior notice, by posting a revised or new agreement through the PartnerStack Platform. Modifications may include, without limitation, changes in the scope of available commission fees, fee schedules, and/or payment procedures. If any of the modifications are unacceptable to you, your only recourse is to terminate this Agreement pursuant to Section 15 (Term and Termination). Your continued participation in the Program following TaxCycles posting of a revised or new agreement will constitute your acceptance of the revised or new agreement.

3. Approval to Participate. You must be located in Canada or the United States in order to be eligible to participate in the Program. You may be required to complete an application in order for TaxCycle to determine your eligibility to participate, in which case TaxCycle will notify you through PartnerStack by email as to whether or not you have been approved to participate in the Program. Participation in the Program is subject to TaxCycleʼs approval, which may be withheld in TaxCycleʼs sole discretion. Any approval process we use is solely for our own assurance, and you are not entitled to rely on it for any purpose.

4. Referral Link. You will be provided with a unique URL link which will direct visitors to the TaxCycle Sign-Up Page (“Referral Link”).

5. Commissions.

1. For each accountant,bookkeeper or tax preparer located in Canada or the United States that:
   1. is confirmed by TaxCycle to be a new customer and not have an existing TaxCycle software product;
   2. meets any other eligibility requirements set out in the Program profile on the PartnerStack Platform;
   3. signs up to purchase a paying TaxCycle product (“Product”) via your Referral Link; and
   4. maintains a paying Product for no less than three (3) consecutive monthly billing cycles (each accountant, bookkeeper or tax preparer that meets criteria (i) through (iii) above, a “Referred Subscriber”)

You may be eligible to receive a one-time payment (“Commission”) consistent with this Section 5 and Section 6 (Payments). Each accountant,bookkeeper or tax preparer may only be counted as a Referred Subscriber one time and you may only receive up to one Commission per Referred Subscriber.

Referred Subscriber eligibility requirements and Commission amounts available to be earned are published on the Program profile on the PartnerStack Platform, and may be changed from time to time in TaxCycleʼs sole discretion by publishing new Referred Subscriber eligibility requirements and/or Commission amounts. TaxCycle may from time to time in its sole discretion, offer Referred Subscribers a discount on TaxCycleʼs then-current list price for applicable subscriptions (“Discount”) via your Referral Link, with the Discount amount, term, eligibility requirements and any other offer details to be set out in writing (email to suffice).

Any Discount and display or reference to such Discount will be subject to the terms of this Agreement.

2. Although PartnerStack may track and calculate lead submissions in accordance with the PartnerStack program, determination of whether the lead submission has resulted in a Referred Subscriber for which you are eligible to receive a Commission payment will be made by TaxCycle in its sole discretion.

6. Payments. Commissions will be paid by TaxCycle to PartnerStack, and PartnerStack will process and distribute the payments to you. TaxCycle is not a party to your agreement(s) with PartnerStack, and will have no liability, responsibility or obligation for the passage of any Commission payments to you. TaxCycle may, and you consent for TaxCycle to, chargeback to you (for example, debit or offset from any amounts payable) any Commissions paid or credited to you with respect to Referred Subscribers that were procured fraudulently or as a result of any violation of this Agreement or applicable law or were paid in error. For clarity, TaxCycleʼs only payment obligation is the payment of validly owing Commissions to PartnerStack. You will have no claims against TaxCycle for any additional compensation, Commissions or business derived by or through Referred Subscribers.

7. License.

(a) TaxCycle grants to you a limited, revocable, non-transferable, non-exclusive, non-sublicensable, royalty-free license during the term of this Agreement to use and display the Referral Link and TaxCycleʼs Brand Elements (defined below) in accordance with TaxCycleʼs branding guidelines (accessible on the Program profile on the PartnerStack Platform and updated from time to time in TaxCycleʼs sole discretion), solely in connection with the marketing and promotional activities set out in this Agreement.

(b) You grant to TaxCycle and its affiliates a limited, revocable, non-transferable, non-exclusive, non-sublicensable, royalty-free license during the term of this Agreement to use your Brand Elements in connection with this Agreement and in accordance with your then-current written branding guidelines as provided to TaxCycle from time to time. You warrant that use of its licensed Brand Elements in accordance with this Agreement does not infringe any third party rights (including privacy, publicity, intellectual property and moral rights).

(c) “Brand Elements” means any trademarks, service marks, names, logos, images, collateral or similar materials, including but not limited to, marketing materials, that, in the case of TaxCycleʼs Brand Elements, are accessible via the asset library in the Program profile on the PartnerStack Platform. For clarity, neither Partyʼs Brand Elements includes its products or services themselves.

(d) All goodwill arising out of the use of TaxCycleʼs Brand Elements will inure to the benefit of TaxCycle. Except as expressly licensed under this Agreement, TaxCycle retains all right, title and interest in and to its Brand Elements, including, without limitation, all intellectual property rights.

8. Usage Guidelines. TaxCycle may require that any use or display of the Referral Link and/or Brand Elements be modified or removed to comply with this Agreement and TaxCycleʼs then-current branding guidelines. If you do not make the requested changes within three (3) business days, TaxCycle reserves the right to immediately terminate your participation in the Program.

9. Reporting. From time to time TaxCycle may request for you to provide to TaxCycle a report on one or more of the following: (a) your compliance with this Agreement; and/or (b) each use and display (past and current) of the Referral Link and/or TaxCycle Brand Elements (“Referral Report”). You will provide the Referral Report to TaxCycle within seven (7) calendar days from the date of the request.

10. Subscriber Relationship. Use of TaxCycleʼs services is governed by the TaxCycle Terms of Service and Privacy Policy. TaxCycleʼs Terms of Service are entered into between the subscriber and the TaxCycle entity set out in TaxCycleʼs Terms of Service, currently available at https://www.taxcycle.com/legal/terms-of-service/ and each as may be updated from time to time in TaxCycleʼs sole discretion.

11. Marketing Activities. Throughout the Term you may conduct marketing activities that incorporate the Referral Link, each subject to the terms of this Agreement, including without limitation, Section 7 (License) and Section 13 (Prohibited Activities). You represent and warrant that you will perform any such marketing activities (including the publishing and distributing of advertisements) in strict compliance with all applicable laws, regulations and guidelines, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including without limitation, the CAN-SPAM Act of 2003), and any applicable privacy laws. In connection with the marketing activities, you are solely responsible for (a) obtaining all necessary consents; and (b) ensuring your compliance with all laws. At any time, TaxCycle may, in its sole discretion, withdraw its consent for any or all of the marketing activities, following which you will cease the relevant marketing activity(ies) 3 within three (3) business days.

12. Disclosure. You may be subject to disclosure obligations and should consider obtaining independent advice as to what obligations may apply. You will indemnify and hold harmless TaxCycle against any liability arising from your lack of adequate disclosure.

13. Prohibited Activities. You will not:

1. Display the Referral Link or TaxCycle Brand Elements alongside any content that includes objectionable material (including but not limited to content that promotes sexually explicit material; violence; any form of discrimination; illegal activities; lists coupon codes or discounts that were not officially provided to you by TaxCycle; or infringes or violates any copyright, trademark or other intellectual property rights of TaxCycle or any third party);
2. Directly or indirectly make (or knowingly facilitate, encourage, or enable any third parties to make) any alterations to the TaxCycle Brand Elements;
3. Misrepresent your relationship with TaxCycle;
4. In connection with your activities as set out in this Agreement, (i) violate any law, rule or regulation; or (ii) use any false or deceptive material, or otherwise engage in any consumer or other fraud.

14. Term and Termination. The effective date of this Agreement will be the date on which you submit your application and/or click “Confirm” and will continue until either party terminates this Agreement on fourteen (14) daysʼ written notice to the other party. TaxCycle may in its sole discretion terminate this Agreement or suspend your participation in the Program immediately, without prior notice and without penalty, in the event that (a) you are in breach of this Agreement (which includes without limitation, your breach of Section 12 or Section 14); (b) TaxCycle believes it may be subject to potential claims or liability related to your participation in the Program; (c) TaxCycle believes its brand or reputation may be harmed by your participation in the Program; or (d) fraud is detected or reasonably suspected in connection with your account. Where TaxCycle terminates this Agreement other than for convenience, TaxCycle will be released from all obligations and liabilities owed to you, including rights regarding referrals and the forfeiture of any accrued, but unpaid Commissions. Upon termination of this Agreement, all rights granted to you hereunder will immediately cease (except as otherwise expressly set forth in this Agreement) and you will immediately cease all marketing activities under this Agreement, including use and display of Referral Links and TaxCycle Brand Elements in connection with this Agreement. The provisions of Section 16 (Limitation of Liability), Section 17 (Indemnity), and Section 18 (Confidentiality) will survive any termination or expiration of this Agreement.

15. Representations and Warranties.

1. You represent and warrant that: (i) you have the full power and authority to enter into and perform under this Agreement; and (ii) you will perform your obligations and exercise your rights in compliance with all applicable laws, regulations, and rules.
2. Services or deliverables provided by TaxCycle under this Agreement, if any, are provided “as is”. To the full extent permissible by applicable law, TaxCycle disclaims all warranties, express, implied, statutory or otherwise, including but not limited to, implied warranties of merchantability, non-infringement, and fitness for a particular purpose in connection with this Agreement, including the TaxCycle Services, the Program and your potential to earn an income from the Program. TaxCycle makes no warranty or representation that the Referral Links or TaxCycle Sign-Up Page will be uninterrupted, secure or error free or that any such outages, interruptions or defects in the Referral Links or TaxCycle Sign-Up Page will be corrected.
3. TaxCycle will make reasonable efforts to track Referred Subscribers and Commissions, however TaxCycle is not responsible for any technical problems, acts by any third parties (including PartnerStack) or other inaccuracies or events outside TaxCycleʼs reasonable control.

16. Limitation of Liability. To the extent not prohibited by applicable law: (a) under no circumstances will TaxCycle be liable under this Agreement for indirect, punitive, incidental, consequential, special or exemplary damages (or any loss of revenue or profits), even if we have been advised of the possibility of such damages; and (b) in no event will TaxCycleʼs aggregate cumulative liability for any claims arising out of or related to this Agreement exceed $1,000.00 CAD.

17. Indemnity. You will indemnify, hold harmless, and to the extent requested by TaxCycle, defend TaxCycle, its affiliates, and its and their officers, directors, employees, shareholders, sublicensees, agents, representatives, successors and assigns from and against any and all claims (including third-party claims), losses, liabilities, damages, expenses and costs (including reasonable attorneysʼ fees and court costs) (“Claims”) arising out of or from your (a) violation of this Agreement; (b) infringement of any intellectual property or other proprietary right; or (c) violation of any applicable law in connection with your performance under this Agreement. In no event will you settle any Claim without TaxCycleʼs prior written consent.

18. Confidential Information.

1. During the Term of this Agreement you may receive non-public business, technical or financial information fromTaxCycle, that is identified (in writing or orally) as confidential, or should be reasonably known by you to be confidential due to the nature of the information and circumstances surrounding disclosure (“Confidential Information”).
2. You will: (i) hold in confidence and not disclose any Confidential Information to third parties and (ii) use the Confidential Information solely for the purpose of fulfilling your obligations under this Agreement. In the event of any unauthorized disclosure of the Confidential Information, you will promptly notify TaxCycle in writing, and promptly and reasonably cooperate with TaxCycle to mitigate the effects of the unauthorized disclosure. To the extent required by law, you may disclose the Confidential Information, provided that to the extent permitted by law, you notify TaxCycle in advance and cooperate in any effort to obtain confidential treatment. You acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by you, TaxCycle will be entitled to seek appropriate equitable relief in addition to any remedies it might have at law.
3. All information or data contained in or transferred via the Referral Link between the TaxCycle Sign-Up Page will be deemed TaxCycleʼs Confidential Information. All visitors that sign up for TaxCycleʼs services via the TaxCycle-Sign Up Page will be subject to additional terms and conditions available on TaxCycleʼs website, including TaxCycleʼs privacy policy.

19. Miscellaneous.

1. Privacy Policy. To learn how TaxCycle processes personal information, please see TaxCycleʼs Privacy Notice, currently available at https://www.taxcycle.com/legal/privacy-policy/ and as may be updated by TaxCycle from time to time in its sole discretion.
2. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and each party irrevocably submits to the non-exclusive jurisdiction of the courts of that jurisdiction in relation to any disputes or proceedings arising out of or in connection with this Agreement.
3. Relationship of Parties. The Parties are independent contractors. No agency, partnership, joint venture or employment is created between the parties as a result of this Agreement. You are not authorized to create any obligation, express or implied, on behalf of TaxCycle.
4. Assignment. You will not transfer, assign or delegate your obligations under this Agreement without the prior written consent of TaxCycle. All rights, benefits and protections granted to TaxCycle under this Agreement extend to its affiliates. TaxCycle may enter into similar or any other arrangements with any other parties.
5. Entire Agreement. This Agreement is the Partiesʼ entire agreement and supersedes any prior or contemporaneous agreements related to the subject matter.
6. Severability. If any provision of the Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision (and related provisions) will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
7. Notices. Notices must be sent to TaxCycle by email to legalnotices@xero.com and to you at the email provided in your application and will be deemed delivered at the time of transmission unless a delivery error is received by the sender.