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TaxCycle Software Developer API License

IMPORTANT: BEFORE USING THE APPLICATION PROGRAMMING INTERFACE (THE “API”) MADE AVAILABLE BY XERO SOFTWARE (CANADA) LTD. (“TAXCYCLE”), PLEASE CAREFULLY READ THIS AGREEMENT WHICH CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU, A LICENSED USER OF TAXCYCLE PRODUCTS OR PROVIDER OF SERVICES TO A LICENSED USER OF TAXCYCLE PRODUCTS (“YOU”), ARE ACQUIRING A LICENSE TO ACCESS AND USE THE API. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT DOWNLOAD, INSTALL, OR USE THE API. IF YOU DOWNLOAD, INSTALL, OR USE THE API, YOU WILL BE ACCEPTING THIS AGREEMENT ON YOUR OWN BEHALF AND ON BEHALF OF ANY THIRD PARTY THAT YOU PERMIT TO ACCESS THE API, AND YOU WILL HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS.

1. Grant of License and IP Terms:

  1. Subject to the terms and conditions of this Agreement, TaxCycle grants You a non-exclusive, non-transferable, sub-licenseable (to third-party software developments acting on your behalf) license for Your internal use of the API (including any related documentation, code and materials) to develop software connectors or other software and applications that will extend and integrate the TaxCycle and/or other TaxCycle software products into third party tax office programs (“Tools”) in connection with the Intended Use. You are responsible to TaxCycle for any breaches of this Agreement by your Developers. As used herein the “Intended Use” means use of the API solely for the purposes of conducting business as it pertains to the use of TaxCycle products and services for the completion and filing of income tax returns and other applications in Your business that have a need for such information in their day-to-day operations, including the integration or extension development of practice management or billing applications and other value-added services that are complementary to or extend the capabilities of the TaxCycle products and services.
  2. All copies of the API shall include all trademarks, copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy of the API provided or made available to You. You acknowledge that the API contains confidential information and know-how and You shall not use such confidential information or know-how except to the extent necessary to exercise the rights granted to You hereunder. If You use open source software in conjunction with the API, You must ensure that Your use of such open source software does not: (i) create, or purport to create, obligations on TaxCycle with respect to the API; or (ii) grant, or purport to grant, to any third party any rights to or immunity under TaxCycle’s intellectual property or proprietary rights in the API.
  3. Title: All right, title, and interest (including all intellectual property rights) in, to and under the API (including all copies thereof) shall remain with TaxCycle. You shall retain all ownership rights (including all intellectual property rights) in any Tools that You (or your Developers) create and utilize with the API, except that all ownership rights (including all intellectual property rights) to any element of the API incorporated into or embodied in Your Tools shall remain with TaxCycle and its licensors.

2. License Restrictions: You shall not, and shall not permit anyone to:

  1. disclose any performance, benchmarking, or feature-related information about the API;
  2. distribute, lease, rent, grant a security interest in, assign, or otherwise transfer the API;
  3. create a subset, superset or other derivative work of the API;
  4. disclose, transfer or otherwise provide to any third party any portion of the API or confidential information or know-how, except as explicitly permitted herein.
  5. develop a Tool using the API and any open source software that results in any program file(s) that contain code from both the API and any open source software (including without limitation libraries), if the open source software is licensed under a license that requires any “modifications” be made freely available. You may also not combine the API with programs licensed under the GNU General Public License (“GPL”) in any manner that could cause, or could be interpreted or asserted to cause, the API or any modifications thereto to become subject to the terms of the GPL;
  6. violate any law, statute, ordinance, contract or regulations in your use of the API or derived data;
  7. include any viruses, Trojan horses, worms time bombs or other computer programming routines that may (or are intended to) damage, interfere with or expropriate any system or data;
  8. reproduce, copy or convert any TaxCycle data obtained via the API to any competing tax software programs;
  9. reverse engineer, disassemble or otherwise attempt to gain unauthorized access to or derive the source code of the API or any other TaxCycle technology;
  10. use the API to make the data exchanged from TaxCycle software available to any third party by any means;
  11. engage in excessive or abusive use of the API, including actions that could interfere with its functionality or the services it provides;
  12. use the API in any way that might impair functionality or interfere with other people’s use;
  13. commit fraud or other illegal acts through the API; or
  14. sublicense rights under this Agreement to any third party except as expressly permitted under Section 1(a) above.

3. DISCLAIMER OF WARRANTIES: THE API IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF ANY KIND. WITHOUT LIMITATION, TAXCYCLE DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. WHETHER ARISING BY STATUTE, COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE.

4. LIMITATION OF LIABILITY: TAXCYCLE SHALL NOT HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THIS AGREEMENT INCLUDING FOR ANY INDIRECT, RELIANCE, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOSS OF OR DAMAGE TO DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER ARISING FROM CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF TAXCYCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. TAXCYCLE SHALL NOT BE RESPONSIBLE FOR CLAIMS BY ANY THIRD PARTY. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF TAXCYCLE FOR ANY DAMAGES ARISING FROM THIS AGREEMENT EXCEED THE LESSER OF (A) FEES PAID BY YOU FOR USE OF TAXCYCLE SOFTWARE IN THE TWELVE MONTHS PRECEDING A CLAIM OR (B) $5,000.00 CAD.

THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY, TAXCYCLE WOULD NOT GRANT THE RIGHTS IN THIS AGREEMENT.

5. Indemnification: You shall indemnify, defend, and hold TaxCycle harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with: (a) any act or omission by You, in connection with your use of the API or TaxCycle’s branding or use other than as expressly allowed by this Agreement; (b) Your breach or alleged breach of any of the terms, restrictions or obligations under this Agreement; or (c) your Tools. You will assume control of the defense and settlement of any claim subject to indemnification by You. TaxCycle may, however, at any time elect to take over control of the defense and settlement of any such claim. In any event, You will not settle any such claim without TaxCycle’s prior written consent.

6. Term: This Agreement shall continue for as long as You use the API; however, it will terminate, without notice from TaxCycle, if You fail to comply with any of its terms or conditions and may be terminated at any time in TaxCycle’s discretion (with or without prior notice). You must, upon termination, destroy all copies of the API. You may terminate this Agreement by destroying all copies of the API under Your control and notifying TaxCycle of such destruction. In addition to this Section, the Sections entitled Disclaimers, Limitation of Liability, Indemnification and General shall continue in force even after any termination of this Agreement.

7. Updates: TaxCycle may, without liability, update or modify the API and this Agreement from time to time in its sole discretion by posting or describing the changes on this site or by otherwise notifying You. You acknowledge that these updates and modifications may affect how Your Tool accesses or communicates with the API and may require You to make changes to your Tool to ensure compatibility and/or to interface with the API. If any change is unacceptable to You, Your only recourse is to terminate this Agreement by ceasing all use of the API. Your continued access or use of the API will constitute binding acceptance of the change(s).

8. General: This Agreement is the entire agreement between You and TaxCycle in relation to the subject matter hereof, superseding any other agreement, proposal or discussions, oral or written. The terms and conditions of this Agreement shall prevail over any other communications between the parties in relation to the API and the API shall be deemed to be licensed pursuant to the terms and conditions of this Agreement. You may not assign this Agreement whether voluntarily, by operation of law, or otherwise without TaxCycle’s prior written consent. TaxCycle may assign this Agreement at any time without notice. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances. This Agreement shall be governed by the laws of the Province of Ontario, Canada. No choice of laws or rules of any jurisdiction shall apply to this Agreement. You shall only be entitled to bring any action or proceeding arising out of or relating to this Agreement, the API in a court in Toronto, Ontario, Canada, and You consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that You may have or that may hereafter arise to contest such jurisdiction of such courts for any action or proceeding brought by You. You hereby waive any right You may have to request a jury trial with respect to any action brought by You in connection with this Agreement or the API. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The Uniform Computer Information Act does not apply to this Agreement.

Last Updated: January 7, 2025