TaxFolder End User Terms of Service

Last Updated: June 1, 2022

These terms and conditions for end users (“End User Terms”) govern access and use by end users of the TaxFolder cloud services (the “Cloud Services”) made available by Xero Software (Canada) Ltd. (“TaxCycle”/ “we”/ “us”) through www.taxfolder.com (together the “Website”) to clients (“you”) of professional tax preparers, accountants, bookkeepers and any other individuals, who are licensed users of TaxCycle’s products and services all as further described on www.taxcycle.com (“Licensed User”). By registering for or accessing/using the Cloud Services, you are indicating that you have read and that you understand and agree to be bound by these End User Terms. If you are a Licensed User of TaxCycle products, then you acknowledge that these End User Terms are supplemental to the license terms that apply for use of any of our connected products and your organization grants access to you though a separate subscription agreement for the Cloud Services.

PLEASE NOTE THAT THESE TERMS CONTAIN IMPORTANT RESTRICTIONS AND LIMITATIONS OF LIABILITY SO PLEASE READ THEM CAREFULLY BEFORE USING THE WEBSITE OR CLOUD SERVICES. BY ACCESSING, USING, DOWNLOADING OR UPLOADING ANY MATERIALS THROUGH THE CLOUD SERVICES, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE AND MUST CEASE USE OF THE CLOUD SERVICES IMMEDIATELY.

BY ACCESSING OR USING THE CLOUD SERVICES OR THE WEBSITE, you hereby signify that you have read, understood, and agree to be bound by these Terms and that you are over the age of 16.

1. DISCLAIMER AND RELEASE

1. About the Service. The Cloud Services integrate with TaxCycle’s desktop products and are intended to automate and facilitate electronic signature as well as the upload, sharing management and storage of tax-related documentation and engagement workflow tools.
2. Third Party Websites and Links. The Cloud Services and/or our Website may contain links to other websites or services that are not owned or controlled by us. We have no control over and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, or services available on or through any such websites or services. The presence through the Cloud Services and/or Website of a link to any other website(s) or services does not imply that TaxCycle endorses or accepts any responsibility for the content or use of such websites or services, and you hereby release TaxCycle from all liability and/damages that may arise from your use of such websites, third-party platforms, content or receipt of services from any such third-parties.
3. No Tax Advice. TaxCycle does not offer tax advice and in using specific features of the Cloud Services, users are advised to ensure compliance with their federal, provincial, and local laws. Any use of the Cloud Services (including content and tools provided by us) is not intended to and does not create a professional-client relationship between TaxCycle and any tax preparer or client of a tax preparer.
4. Electronic Signatures Functionality. Electronic signature functionality has been designed to meet some or all compliance requirements, but TaxCycle does not claim that electronic signatures will be legally binding per any governmental or other tax agency standards, and users are advised to ensure compliance with their federal, provincial, and local laws.
5. Release. By using the Cloud Services in any way, you, for yourself, your heirs, executors, administrators and assigns, hereby release and forever discharge TaxCycle, its affiliates, and suppliers, and the officers, directors, employees, agents, insurers, representatives, successors and assigns of each of them (collectively, the “Releasees”), from any claims, demands, damages, actions or causes of actions (collectively, “Claims”) arising out of or in consequence of any loss, injury or damage to your person (including death) or property (collectively, “Losses”) incurred while, or which result in whole or in part from, using the Cloud Services, notwithstanding that any such Claims for any Losses may have arisen by reason of the negligence of the Releasees, or any of them.

2. ELIGIBILITY

To use the Cloud Services, either you or a Licensed User will need to register you for an account (your “Account”) by providing us with certain information, such as your email address and phone number, in accordance with our Privacy Policy. Notwithstanding the foregoing, you may not be required to access your Account in order to use the Cloud Services. In the event you create or are required to access your Account, you agree that you are responsible for keeping your Account password confidential and secure, and further understand that you are solely responsible and liable for any activities that occur under your account. To use and/or register for the Cloud Services, you must be over the age of 16 and must either (i) be working with a Licensed User who has invited you to use TaxFolder, or (ii) have been provided access to your own Tax Preparer link for the purposes of creating your own Account.

3. LICENSE TO USE THE SERVICES

Accounts may not be shared among users, except as may be permitted by TaxCycle for the purposes of offering its Cloud Services. To the extent your Account has been created on behalf of a corporate entity, including but not limited to a partnership, corporation, trust and/or charity (a “Corporate Account”), access to the Corporate Account must be limited only to those authorized individuals of the particular corporate entity. Subject to your compliance with the foregoing and these Terms, we grant to you a limited, personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Cloud Services for your own or corporate entity’s use and not for resale or further distribution. Your right to use the Cloud Services is limited by all terms and conditions set forth in these Terms.

Except for this license granted to you, we and our licensors retain all right, title and interest in and to the Software and the underlying technology, including all related intellectual property rights in the same. Our Software and technology are protected by applicable intellectual property laws, including Canadian copyright law and international treaties.

You shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software; (b) circumvent any user limits or other license timing and/or use restrictions that are built into the Software; (c) sell, rent, lend, transfer, distribute, license, or grant any rights in the Software in any form to any person without the written consent of TaxCycle; (e) remove any proprietary notices, labels, or marks from the Software; (d) unbundle any component of the Software and/or; (e) build a product or software that is competitive; or (f) copy any ideas, features, functions or graphics of the Software.

4. USER CONTENT AND FEEDBACK

Except for the material that we license to you pursuant to this Agreement, TaxCycle does not claim ownership of any of the materials or user content created, transmitted, uploaded, stored or otherwise made available by you through your use of the Cloud Services (“Content”). You hereby grant to TaxCycle a limited license to collect and store Content for the purpose of providing the Cloud Services. You further grant TaxCycle a perpetual, irrevocable, and unlimited license to use, store, and manipulate Content to create aggregated and anonymized statistical analytics (“Anonymous Service Data”) in accordance with our Privacy Policy and to process your Content, inputs, selections, actions, training and interactions in relation to use of the Cloud Services, to develop TaxCycle’s machine learning models, algorithms, learned elements, biases, attributes, and attribute transformations (“Learned Elements”). TaxCycle shall own all right, title and interest in and to the Anonymous Service Data and Learned Elements, including all intellectual property rights in the Anonymous Service Data and Learned Elements, and you hereby assign, transfer and convey to TaxCycle any ownership interest you may have in any Anonymous Service Data and Learned Elements.

We welcome your suggestions, comments and feedback on the Website or Cloud Services (“Feedback”). If you provide us with feedback, you agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to you or any third party and you have all of the necessary rights to disclose the Feedback to us; (c) TaxCycle (including all of its successors and assigns) may freely use Feedback without any restrictions; (d) you are not entitled to receive any compensation or reimbursement of any kind in respect of Feedback; and (e) we are not obligated to act on or respond to Feedback. Feedback may be provided by email at info@taxfolder.com, or through our Website at the following URL: https://www.taxfolder.com/contact/.

5. RESTRICTIONS

We may impose certain limitations on the use of the Website and/or our Cloud Services, including, but not limited to restricting the number of accounts you may register. You agree to use our Website and/or Cloud Services only for purposes as permitted by these End User Terms. We reserve the right to modify or impose any limitations on the use of our Website and/or Cloud Services at any time, with or without notice to you. We also reserve the right at all times (but will have no obligation) to terminate an Account or Corporate Account at any time without any liability whatsoever to you. In using the Website and/or the Cloud Services, you shall not:

• intentionally or unintentionally violate any of these End User Terms;
• misuse or abuse our Cloud Services as determined by us in our sole discretion;
• upload, post, email, transmit or otherwise make available any material or information that:
  • is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libellous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behaviour, gives rise to civil liability, violates any law, or is otherwise objectionable;
  • you do not have a right to make available under any law or under a contractual relationship;
  • infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
  • is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  • contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy;
  • contains any falsehoods or misrepresentations regarding your identity or creates an impression that you know is incorrect, misleading, deceptive; or
  • could damage or harm minors in any way; or
• modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Website or Cloud Services provided by us.

6. SUPPORT

No support is provided unless otherwise agreed in a separate agreement with TaxCycle. In the event you require support, please contact the Licensed User responsible for your tax preparation or visit our Frequently Asked Questions page, available on our Website at: https://www.taxfolder.com/faq.

7. TERMINATION

TaxCycle and/or Licensed Users may at any time and for any reason or no reason, without prior notice, immediately suspend all or a portion of your Account and/or access to the Website or Cloud Services. Cause for such termination shall include, but not be limited to: (a) violations of the End User Terms or any other policies or guidelines that are referenced herein and/or posted on the Website or through the Cloud Services; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Cloud Services or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Cloud Services to you is or may become unlawful; (f) unexpected technical or security issues or problems; (g) your participation in fraudulent or illegal activities; (h) as may be required to maintain certain standards of professional responsibility, ethics and/or codes of conduct; or (i) revocation or termination of your Licensed User’s license to TaxCycle’s products and/or services. Any such termination or suspension shall be made by TaxCycle and/or its Licensed User in their sole discretion, and TaxCycle and/or its Licensed Users will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Cloud Services.

8. DISCLAIMER OF WARRANTIES

THE WEBSITE AND CLOUD SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE WEBSITE AND CLOUD SERVICES ARE AT YOUR OWN RISK AND PROVIDED WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TAXCYCLE OR THROUGH THE WEBSITE OR CLOUD SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, TAXCYCLE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE CLOUD SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE CLOUD SERVICES OR WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL TAXCYCLE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, LICENSED USERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE OR CLOUD SERVICES. UNDER NO CIRCUMSTANCES WILL TAXCYCLE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE CLOUD SERVICES OR YOUR ACCOUNT, CORPORATE ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TAXCYCLE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN THE WEBSITE, SOFTWARE AND SERVICES; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR WEBSITE OR CLOUD SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR CLOUD SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR CLOUD SERVICES OR WEBSITE BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE WEBSITE OR CLOUD SERVICES. IN NO EVENT SHALL TAXCYCLE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS.

10. AVAILABILITY AND UPDATES

TaxCycle may alter, suspend, or discontinue this Website or the Cloud Services at any time and for any reason or no reason, without notice. The Website and/or the Cloud Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons.

11. RELATIONSHIP OF THE PARTIES.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

12. ASSIGNMENT.

You may not assign these Terms. TaxCycle may assign these Terms at any time and for any reason.

13. NO THIRD-PARTY BENEFICIARIES

There are no third-party beneficiaries to these Terms.

14. GOVERNING LAW

These Terms shall be governed by the laws of the Province of Alberta, Canada. No choice of laws rules of any jurisdiction shall apply to these Terms, and the courts in the Province of Alberta shall have exclusive jurisdiction over any legal action or proceeding arising out of or relating to these Terms, 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 these Terms, or any services provided in respect hereof.

15. SEVERABILITY

If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

16. ENTIRE AGREEMENT; AMENDMENTS

These Terms, including our Privacy Policy and external documents referenced herein, constitute the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal or representation (whether written or oral) concerning its subject matter. TaxCycle may amend these Terms at any time by posting notice on the Website or otherwise delivering notice through the Cloud Services or to the contact information you provided. All material changes shall be effective 30 days of such notice.

17. WAIVER

No failure or delay by TaxCycle in exercising any right, power, or remedy under these Terms, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.

18. TRANSLATIONS

TaxCycle may provide translations of these Terms or other materials accessible through our Website and/or Cloud Services into languages other than English. Such translations are intended solely as a convenience to the non-English-reading public and are provided for informational purposes only. TaxCycle has made reasonable efforts in order to provide accurate translations, however, no automated or computerized translation is perfect. The official text of these Terms and any other materials made available through our Website and/or Cloud Services is the English version. Any discrepancies or differences created in our translations are not binding and have no legal effect for compliance or enforcement purposes. If any questions arise concerning the accuracy of the information presented by translated versions of these Terms or materials provided through our Website and/or Cloud Services, please refer to the English version.