TaxFlow Terms & Conditions

GENERAL
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‍These Terms are a legally binding agreement between you and TaxFlow and apply to you from the time you are granted access to the service.
TaxFlow reserves the right to change these terms at any time, effective upon the posting of modified terms and we will make every effort to communicate these changes to you via email or website notification. It is likely the terms of use will change over time. It is your obligation to ensure that you’ve read, understood and agree to the most recent terms available on our website.By using the service you acknowledge that you have read and agree to these terms.
The Terms set forth under this Terms of Use agreement, and the TaxFlow privacy policy, supersede and extinguish all prior agreements between you and TaxFlow and constitute the entire agreement between you and TaxFlow.
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DEFINITIONS
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‍“Agreement” means these Terms of Use.
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“Access Fee” means the monthly or annual fee (excluding any taxes and duties) payable by you in accordance with the fee schedule set out on the website (which TaxFlow may change).
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“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
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“Data” means any data inputted by you or with your authority into the website.
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“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
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“Invited User” means any person or entity, other than the subscriber, that uses the service with the authorization of the subscriber from time to time.
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“Service” means the online firm management services made available (as may be changed or updated by TaxFlow) via the website.
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“Subscriber” means the person who registers to use the service, and, where the context permits, includes any entity on whose behalf that person registers to use the service.
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“TaxFlow” means TaxFlow LLC and all current and future global subsidiaries of TaxFlow LLC.
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“Website” means the internet site at the domain www.taxflowsolutions.com or any other site operated by TaxFlow.
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“You” means the subscriber, and where the context permits, an invited user. “Your” has a corresponding meaning in the possessive.
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3. USE OF SOFTWARE
‍TaxFlow grants you the right to access and use the service via the website with the particular user roles available to you according to your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this agreement. You acknowledge and agree that, subject to any applicable written agreement between the subscriber and the invited users, or any other applicable laws:
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1. The subscriber determines who is an invited user and what level of user role access to the relevant organization and service that invited user has;
2. The subscriber is responsible for all invited users’ use of the service;
3. The subscriber controls each invited user’s level of access to the relevant organization and service at all times and can revoke or change an invited user’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an invited user or shall have that different level of access, as the case may be;
4. If there is any dispute between a subscriber and an invited user regarding access to any organization or service, the subscriber shall decide what access or level of access to the relevant Data or service that invited user shall have, if any. 
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4. YOUR PAYMENT OBLIGATIONS
‍The service may be available to You with or without charge. Access to certain features, functions, and/or full or partial portions of the service may require payment. You may also be provided “trial”, “demo”, “beta” or other limited-functionality or limited-access versions of the service and/or its parts with or without charge. In addition to any fees required to access certain features, capabilities, functions or services offered through or by the service, You are responsible for paying all applicable taxes (including, but not limited to those we are not required to collect) and for all Third-Party hardware, software, service and/or other costs that You may incur in order to access the service and Your account. Neither this Agreement nor Your account entitles You to any subsequent releases of the services, nor to any for-pay features, products, capabilities, features, upgrades or services offered, distributed or made available through the service without paying applicable charges or except as otherwise expressly and explicitly provided by TaxFlow. All or some of the service may need to be downloaded to Your computer and/or accessed online. You must have authorized and separate service access for each account You wish it to be enabled for and, where applicable, You must download and install any necessary software on each machine on which You wish to use and access the service.You may terminate Your account at any time. You will not receive full or partial refunds for subscription periods that You have purchased. Terminating a subscription does not necessarily terminate right(s) You may have for another subscription, other portion of the service, software or other offerings from TaxFlow.
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‍5. YOUR ACCESS OBLIGATIONS
‍You must ensure that all usernames and passwords required to access the service are kept secure and confidential. You must immediately notify TaxFlow of any unauthorized use of your passwords or any other breach of security and TaxFlow will reset your password and you must take all other actions that TaxFlow reasonably deems necessary to maintain or enhance the security of TaxFlow’s computing systems and networks and your access to the services. As a condition of these Terms, when accessing and using the services, you must:
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- Not attempt to undermine the security or integrity of TaxFlow’s computing systems or networks or, where the services are hosted by a third party, that third party’s computing systems and networks.
- Not use, or misuse, the services in any way which may impair the functionality of the services or website, or other systems used to deliver the services or impair the ability of any other user to use the services or website.
- Not attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the services are hosted.
- Not transmit, or input into the website, any:files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use)
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the services or to operate the website except as is strictly necessary to use either of them for normal operation.
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‍6. INDEMNITY
‍You agree to indemnify and hold TaxFlow and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim, demand, judgement, penalty, fine, cost, or expense, including reasonable attorneys’ fees, made by any Third Party due to or arising out of:Content You submit, post, transmit or otherwise make available through the Service;Your use of the Service;Your connection to the Service;Your violation of this Agreement; orYour violation of any Third Party’s rights
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‍7. INTELLECTUAL PROPERTY
‍Title to, and all Intellectual Property Rights in the services, the website and any documentation relating to the services remain the property of TaxFlow (or its licensors).Title to, and all Intellectual Property Rights in, the Data remain your property. However, your access to the Data is contingent on full payment of service related subscription costs when due. You grant TaxFlow a licence to use, copy, transmit, store, and back up your information and Data for the purposes of enabling you to access and use the services and for any other purpose related to provision of services to you.You must maintain copies of all Data inputted into the service. TaxFlow adheres to its best practice policies and procedures to prevent data loss but does not make any guarantees that there will be no loss of Data. TaxFlow expressly excludes liability for any loss of Data no matter how caused.
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‍8. DISCLAIMER OF WARRANTIES

‍You warrant that where you have registered to use the service on behalf of another person, you have the authority to agree to these Terms on behalf of that person and agree that by registering to use the service you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Terms, without limiting your own personal obligations under these Terms.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT
- YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND TAXFLOW AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT
- TAXFLOW AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT:THE SERVICE WILL MEET YOUR REQUIREMENTS,THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE,THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE,THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, ANDANY ERRORS IN THE SERVICE WILL BE CORRECTED.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL; AND
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TAXFLOW OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MINIMUM PERIOD ALLOWED BY LAW.

‍9. LIMITATION OF LIABILITY
‍To the maximum extent permitted by law, TaxFlow excludes all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the service or website.If you suffer loss or damage as a result of TaxFlow’s negligence or failure to comply with these Terms, any claim by you against TaxFlow arising from TaxFlow’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by you in the previous 12 months.
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‍10. TERMINATION
‍You agree that TaxFlow may, under any circumstances and without prior notice, immediately terminate Your TaxFlow account, and access to the service and/or any and all content or materials. Cause for such termination shall include, but not be limited to:

- breaches or violations of this Agreement or other incorporated agreements or guidelines,
- requests by law enforcement or other government agencies;a request by You (self-initiated account deletions),
- discontinuance or material modification to the Service (or any part thereof);unexpected technical or security issues or problems;extended periods of inactivity,
- engagement by You in fraudulent or illegal activities,
- and/ornonpayment of any fees owed by You in connection with the Services. TaxFlow may also terminate this Agreement, Your TaxFlow account, access to the service and/or any and all content or materials for any reason or no reason whatsoever.

Termination of Your TaxFlow account includes:
- removal of access to all offerings within the Service,
- deletion of Your password and all related information, files and content associated with or inside Your account (or any part thereof); and
- barring of further use of the service. Further, You agree that all terminations shall be made in TaxFlows’ sole discretion and that TaxFlow shall not be liable to You or any Third Party for any termination of Your account, any associated email address, or access to the service or content.
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‍11. SERVICE AVAILABILITY
‍While TaxFlow intends that the services should be available 24 hours a day, seven days a week, it is possible that on occasions the services or website may be unavailable to permit maintenance or other development activity to take place. If for any reason TaxFlow has to interrupt the services for longer periods than TaxFlow would normally expect, TaxFlow will use reasonable endeavors to publish in advance details of such activity on the website.
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‍12. JURISDICTION
‍The Agreement and the relationship between You and TaxFlow shall be governed by the laws of the State of Colorado without regard to its conflict of law provisions. You and TaxFlow agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Colorado Springs, Colorado. The failure of TaxFlow to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. The section titles in the Agreement are for convenience only and have no legal or contractual effect.
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‍13. SEVERABILITY
‍If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.