TaxFolder Preparer Terms of Service

Last Updated: June 1, 2022

Xero Software (Canada) Ltd. (“TaxCycle”/“we”/“us”/“our”)makes certain cloud-based web services available for professional tax preparation by accountants and bookkeepers through our websites www.taxfolder.com (together the “Website”) on a subscription-model through the TaxCyle store located at www.taxcycle.com (the “Cloud Services”). These Terms of Service (the “Terms”) govern any access to and use of the Cloud Services and 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 Terms which are supplemental to the license terms that apply for use of any of our connected desktop products. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and to bind them to these Terms (in which case, the references to “Customer”, “you” and “your” in these Terms, except for in this sentence, refers to that organization or entity).

BY ACCESSING, USING, OR DOWNLOADING 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.

1. About the Services. 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. 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.

2. Updates.

1. Modification of Terms. We reserve the right to change these Terms or any additional terms and conditions that are relevant to a particular Cloud Service from time to time including to reflect changes in the law or to the Cloud Services. If we decide to change these Terms in the future, we will post an appropriate update on the Website and on taxcycle.com. Any non-material change (such as clarifications) to these Terms will become effective on the date the change is posted and any material changes will become effective 30 days from their posting on the website. The date on which the latest update was made is indicated at the bottom of this document. We recommend that you print a copy of these Terms for your reference and revisit this page from time to time to ensure you are aware of any changes. Your continued use of the Cloud Services signifies your acceptance of any changes. If at any time You choose not to accept these Terms, including following receipt of notification of any modifications made hereto, then please do not use the Cloud Services.
2. Service Changes. TaxCycle may alter, suspend, or discontinue any Cloud Services at any time and for any reason or no reason, without notice, but will endeavour to provide notice of the same. The Cloud Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. TaxCycle may periodically add or update the information and materials for the Cloud Services without notice.

3. License Grant. The Cloud Services are protected by copyright, trade secret, and other intellectual property rights laws. TaxCycle grants You a limited, non-exclusive, non-transferable right and license to use (and permit use by your clients) the Cloud Services during the agreed subscription term. Except for rights expressly granted to You hereunder, TaxCycle reserves all other rights, title and interest in and to the Cloud Services and the underlying technology and Intellectual Property Rights used to provide the Cloud Services. Customer acknowledges that only TaxCycle shall have the right to maintain, enhance or otherwise modify the Cloud Services and TaxCycle technology unless specific permissions are granted to Customer in a separate agreement with TaxCycle.

4. Service Restrictions. You shall use the Cloud Services solely as contemplated in these Terms and shall not directly or indirectly license, sublicense, sell, resell, lease, transfer, assign, distribute, time share the Cloud Services. You shall not, except to the extent expressly agreed upon in writing by TaxCycle:

1. modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on TaxCycle technology except to the extent expressly agreed upon in writing by TaxCycle with Customer or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary;
2. circumvent any user limits or other use restrictions that are built into the Cloud Services;
3. upload, post, email, transmit or otherwise make available any material that:
   1. is unlawful, harmful, gives rise to civil liability, violates any law, or is otherwise objectionable;
   2. You do not have a right to make available under any law or under a contractual relationship;
   3. use communication features of the Cloud Services (or other functionality made available through the Cloud Services) to transmit unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; or
   4. 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 that compromises a user’s privacy
4. remove any proprietary notices, labels, or marks from the Cloud Services or the underlying TaxCycle technology;
5. access the Cloud Services in order to: (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Cloud Services; or
6. use the Cloud Services in a manner that:
   1. Infringes or violates the intellectual property rights or any other rights of anyone else (including TaxCycle);
   2. Violates any law or regulation, including any applicable export control laws;
   3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
   4. Violates the security of any computer network, or cracks any passwords or security encryption codes; or
   5. Runs any form of auto-responder or "spam" on the Cloud Services, or any processes that run or are activated while Customer are not logged into the Cloud Services, or that otherwise interfere with the proper working of the Cloud Services (including by placing an unreasonable load on the Cloud Services’ infrastructure).

5. Compliance; Restricted Use. In addition to the restrictions in Section 4 above, You shall not use or permit use of the Cloud Services for any illegal purpose or in any manner inconsistent with the provisions of these Terms. TaxCycle reserves the right (but will have no obligation) to remove or refuse to distribute any content and to terminate users for breach of these Terms. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public.

6. Third Party Software. The technology underlying the Cloud Services may incorporate and embed software and other technology owned and controlled by third parties. Any such third-party software or technology that is incorporated in the Cloud Services falls under the scope of these Terms. Such third-party software is licensed; not sold and will be provided to You on the license terms of these Terms unless additional or separate license terms apply as indicated at the time of account access.

7. Client Data Terms. To the extent the Cloud Services collect, procure, gather, store, process or have access to any Client Data (being all identifying information relating to a client of Yours, that is submitted by or made available by You or directly by that Client through the Cloud Services) You are solely responsible for obtaining the requisite permission from such Clients for use of Client Data in connection with the Cloud Services. TaxCycle does not represent, warrant or undertake that the Client Data available through the Cloud Services will at all times be accurate, error-free, up to date or complete.

8. License of Content to TaxCycle. By submitting, posting or displaying content on or through the Cloud Services (“User Content”), you grant us (and our agents) a non-exclusive, royalty-free, license (with the right to sublicense) to use, copy, modify, transmit, display and distribute such User Content: (a) to the extent necessary to provide the Cloud Services; and (b) to create aggregated and anonymized market research statistics and insights in respect of the customers and industries that use TaxCycle. We will not share any Confidential Information, including Client Data, with any third parties, except for our service providers and subcontractors and except as set out in our Privacy Policy (see further below Section 9). TaxCycle will not be responsible or liable for any use of User Content in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit.

9. Privacy. TaxCycle complies with applicable laws governing the protection of personal information provided to TaxCycle in connection with the use of TaxCycle products and/or services. A copy of the most up-to-date privacy policy applicable to the Cloud Services can be located here: https://www.taxfolder.com/privacy/ (the “Privacy Policy”). The Privacy Policy is subject to change without notice. You agree to be bound by the Privacy Policy and your submission of personal information on behalf of your Clients shall be deemed consent to use such information in the manner set out in the Privacy Policy.

10. Intellectual Property. Subject to the limited rights expressly granted in these Terms, TaxCycle reserves all rights, title and interest in and to the Cloud Services, including all related intellectual property rights. No rights are granted to Customer in the Cloud Services pursuant to these Terms other than as expressly set forth in these Terms. For greater certainty, TaxCycle retains ownership of all intellectual property rights of any kind related to the Website and the Cloud Services including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Cloud Services may be the trademarks of other third parties. TAXFOLDER, DOXCYCLE, TAXCYCLE and all other trademarks that appear, are displayed or are used on the Website or as part of the Cloud Services are registered or common law trademarks or service marks of Xero Software (Canada) Ltd. These trademarks may not be copied, downloaded, reproduced, used, modified or distributed in any way without prior written permission from TaxCycle.

11. Term and Termination: These Terms shall continue for as long as You have paid the relevant fees to use the Cloud Services for the applicable term set out on the Pricing Page at https://www.taxcycle.com/pricing a and agreed to when You purchase Your license; however, it may be terminated sooner as provided in this Section 11. You may terminate these Terms by ceasing use of the Cloud Services at any time and closing your account. TaxCycle may terminate these Terms immediately by providing You with written notice if any of the following events occur: (a) You fail to pay any amount due to TaxCycle or its applicable distributor within thirty (30) days after TaxCycle or its applicable distributor gives You written notice of such non-payment; (b) You are in material breach of any non-monetary provision of these Terms, which breach, if capable of being cured, is not cured within thirty (30) days after TaxCycle gives You written notice thereof; or (c) You have committed a material breach of these Terms which cannot be cured.. In addition to this Section, the Sections entitled Disclaimer of Warranties, Limitation of Liability, Payment Terms, Confidentiality and General shall continue in force even after any termination of these Terms. No termination of these Terms will entitle You to a refund of any amounts paid by You to TaxCycle or affect any obligations You may have to pay any outstanding amounts owing to TaxCycle. Upon any termination by TaxCycle, You shall cease all use of the Cloud Services.

12. Payment Terms: You shall pay TaxCycle the subscription fees specified on the Pricing Page for your term subscription to the Cloud Services in the amounts and at the times indicated. Subscriptions will automatically renew (if You signed up for autorenewal) unless terminated in accordance with the terms in Section 11 above. For renewed subscriptions and any subscription that has been selected by You to auto-renew, TaxCycle will bill You for the same license type and subscription on the anniversary of the date on which You subscribed using the same credit card information kept on file for You in the payment tranches previously agreed to by You. Reminders on auto-renewal are sent to you so you have the opportunity to cancel or change your order preferences. You can cancel auto-renewal at any time through the account options in your online account. All charges and fees specified are exclusive of and do not include any taxes, duties or similar charges imposed by any government (“Taxes”). You agree to pay or reimburse TaxCycle for all such Taxes (other than taxes on the net income of TaxCycle).

13. Suspension of Service: Access to the Cloud Services is subject to payment of the applicable fees and compliance with the license terms set out in these Terms. If Customer’s account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, TaxCycle reserves the right to suspend the Cloud Services including access by the Customer and its clients, without liability, until such amounts are paid in full.

14. Warranties: TaxCycle warrants that it will provide the Cloud Services in a manner consistent with general industry standards reasonably applicable to the provision thereof.

15. DISCLAIMER OF WARRANTIES: THE CLOUD SERVICES AND ANY DOCUMENTATION ARE PROVIDED “AS IS,” WITHOUT ANY REPRESENTATIONS, CONDITIONS, AND/OR WARRANTIES OF ANY KIND. WITHOUT LIMITATION, TAXCYCLE AND ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS, CONDITIONS, AND/OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, DURABILITY, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE WHETHER ARISING BY STATUTE, COURSE OF DEALING, USAGE, OF TRADE, OR OTHERWISE. EXCEPT AS OTHERWISE EXPLICITLY PROVIDED IN THESE TERMS, THE ENTIRE RISK OF THE USE OF THE CLOUD SERVICES SHALL BE BORNE BY YOU. NEITHER TAXCYCLE NOR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS MAKE ANY REPRESENTATION OR PROVIDE ANY CONDITIONS AND/OR WARRANTIES ABOUT THE SUITABILITY OF THE CLOUD SERVICES AND/OR DOCUMENTATION OR ITS ACCURACY OR ABOUT ANY INFORMATION AND/OR DATA THAT MAY BE PROCESSED BY OR MADE AVAILABLE USING THE CLOUD SERVICES. WHILE TAXCYCLE USES REASONABLE COMMERCIAL EFFORTS IN ACCORDANCE WITH GOOD PRACTICE TO MAINTAIN THE SECURITY OF YOUR DATA, THE INTERNET CONTAINS CERTAIN INHERENT RISKS AND TAXCYCLE EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY CLAIMS, LOSSES OR DAMAGES THAT MAY ARISE FROM ANY THIRD PARTY ACCESSING YOUR DATA WITHOUT YOUR PERMISSION.

16. LIMITATION OF LIABILITY: NEITHER TAXCYCLE NOR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THESE TERMS, RELATED TO THE ACCESS OR USE (OR INABILITY TO ACCESS OR USE) THE CLOUD SERVICES AND ANY CONTENT STORED IN OR BY THE SAME IN RELATION TO THE SOFTWARE, SERVICES AND/OR DOCUMENTATION 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, BREACH OF SECURITY OR OTHER UNAUTHORIZED ACCESS OF DATA, BUSINESS INTERRUPTION, LOSS OF DATA, REPLACEMENT OR RECOVERY COSTS, 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 (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR FUNDAMENTAL BREACH. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF TAXCYCLE (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THESE TERMS AND/OR RELATED TO THE SERVICES PROVIDED TO YOU BY TAXCYCLE (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS), EXCEED THE FEES PAID BY YOU FOR THE USE OF THE CLOUD SERVICES.

THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THESE TERMS. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER TAXCYCLE NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT THE RIGHTS GRANTED HEREIN.

17. Release and Indemnification. You agree to indemnify and hold harmless TaxCycle from and against any and all claims and expenses, arising out of your use of the Cloud Services, including but not limited to your violation of these Terms. If you have a dispute with one or more Clients, you release TaxCycle from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

18. Confidentiality. “Confidential Information” means information of a party (“Disclosing Party”) that the other party (“Receiving Party”) receives in connection with the Cloud Services, which are based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential to the Disclosing Party, including, without limitation, customer information, transactional information and any other non-public content posted, transmitted or accessed through the Cloud Services. A Receiving Party shall: (i) limit access and use of Disclosing Party’s Confidential Information to those of Receiving Party’s employees and agents that require such access and use in connection with the Cloud Services; (ii) not disclose Disclosing Party’s Confidential Information to third parties, unless authorized under this Section of the Terms; (iii) protect the Disclosing Party’s Confidential Information as it protects its own Confidential Information, but in any event with not less than a reasonable degree of care; and (iv) not use the Disclosing Party’s Confidential Information for any purpose except as required to perform its obligations hereunder or as otherwise specifically permitted hereunder. Nothing in this Section shall prevent a Receiving Party from disclosing Confidential Information to a third party to the extent that such Confidential Information is: (i) previously known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality; (ii) publicly known or becomes publicly known through no breach of these Terms by the Receiving Party; (iii) rightfully received from a third party under no confidentiality obligation with respect to the Confidential Information; or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. In addition, Confidential Information may be disclosed to governments and their agencies under lawful order or judicial order. In the event that TaxCycle receives a request or order to release your Confidential Information, we will notify You promptly (to the extent permitted by law), so that You may seek a protective order to prevent the disclosure of your Confidential Information.

19. 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.

20. General. These Terms and any policies or guidelines on the Website in respect of the Cloud Services (including the Privacy Policy) is the entire agreement between You and TaxCycle in respect to the Cloud Services, superseding any other agreements or discussions, oral or written, and may not be changed except by a written license agreement with TaxCycle or a distributor of TaxCycle. The terms and conditions of these Terms shall prevail over any preprinted terms on any quotes, orders, purchase orders, or purchase order acknowledgements, and shall prevail over any other communications between the parties in relation to the Cloud Services. You may not assign these Terms whether voluntarily, by operation of law, or otherwise without TaxCycle’s prior written consent. TaxCycle may assign these Terms at any time without notice. The failure of a party to claim a breach of any term of these Terms 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 these Terms 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 these Terms and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances. 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. The application of the United Nations Convention on Contracts for the International Sale of Goods to these Terms is expressly excluded. The Uniform Computer Information Act does not apply to these Terms.

21. Contact: If You have any questions or concerns about these Terms and/or if You wish to contact TaxCycle for any reason, please direct all correspondence to: info@taxfolder.com.

TaxCycle from Xero

800, 1333 - 8th Street SW
Calgary, Alberta, Canada
T2R 1M6

(888) 841-3040 (toll free phone)
info@taxfolder.com