TaxAct Client Portals Service Agreement

Date last modified: 6/04/26

IMPORTANT – PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS

This TaxAct Client Portals Service Agreement (“Agreement”) is a binding agreement between you (“Licensee” or “you”) and TaxAct, LLC (“TaxAct”). It governs your use of TaxAct’s Client Portals Powered by Drake Software, including any related services or features you purchase or which are made available to you through the service, such as E-Signatures, Powered by Drake Software (collectively, the “Service”).

BY SIGNING UP FOR AN ACCOUNT OR USING THE SERVICE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE AUTHORIZED ON BEHALF OF AUTHORIZED USER TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE MANDATORY INDIVIDUAL ARBITRATION PROVISION, LIMITATIONS ON LIABILITY AND JURY TRIAL WAIVER DESCRIBED HEREIN.

1. Definitions

Capitalized terms have the meanings below or as otherwise set forth in this Agreement

“Account” means Licensee's account, which permits Licensee to access the Service. Account shall mean and include “Master Account” and “Sub-Accounts” as applicable.
“Account Credentials” means the username selected by Licensee in combination with a password and any other security credentials used alone or in combination, to verify Licensee's identity and permit Licensee to access the Service and manage its Account.
“Authorized User” means Licensee and each of its employees, agents, or representatives, as applicable, who are designated by Licensee to access the Service in accordance with the terms of this Agreement.
“Automated Means” means scripts, bots, robotic process automation, artificial intelligence agents, scraping tools, or other automated technologies that interact with the Software or Service.
“Basic E-Signature” means an E-Signature that does not require Knowledge-Based Authentication and is used to sign engagement letters, due diligence forms, and similar materials.
“Client Portals, Powered by Drake Software” or “Client Portals” means the hosted file storage, document delivery, and client collaboration services offered by TaxAct, including applicable related features and integrations with other TaxAct services.
“Effective Date” means the date Licensee purchases the Service and accepts this Agreement.
“E-Signature” means a signature that is applied to a document electronically through the E-Signature Product on an electronic device such as a desktop computer or mobile device.
“E-Signature Event” means a single PDF document with E-Signature fields produced from the Software for the purposes of obtaining E-Signatures from Licensee's Third Party Clients using Client Portals. The PDF can include multiple signature fields for the Third Party Client, including fields for a Third Party Client's spouse if married filing jointly.
“E-Signature Event Bank” represents the total E-Signature Events purchased by Licensee and available for use.
“E-Signatures, Powered by Drake Software” or “E-Signature Product” means the remote E-Signature application provided by TaxAct through the Service that enables Licensees to collect E-Signatures on select Tax Return documents from their Third Party Clients, provided Licensee has purchased E-Signature Events.
“Intellectual Property Rights” means all intellectual property rights, including without limitation, any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
“KBA E-Signature” means an E-Signature obtained using Knowledge-Based Authentication (“KBA”) identity verification, required for remote signing of IRS e-file authorization forms (including Form 8879).
“Licensee” means the individual or entity that has or is responsible for remittance of payment of the License Fee to TaxAct and is responsible for compliance with this Agreement. The individual executing this Agreement on behalf of the Licensee and all Authorized Users must be duly authorized by the Licensee and at least 18 years of age or older (or have reached the age of majority in the jurisdiction where they reside, if greater than 18).
“Licensee Data” means all data, information or files, electronic or otherwise, provided by Licensee or any Authorized User to TaxAct, and stored in the Service, including but not limited to Third Party Data, and all files moved, saved, scanned or uploaded by Licensee or any Authorized User to the Service for storage, delivery or other business purposes, but does not include the TaxAct Materials, correspondence between TaxAct or TaxAct’s Affiliates and Licensee, or the Intellectual Property Rights in the Service or Software.
“License Fee” means the license or subscription fee paid by Licensee for the use of the Service.
“Master Account” means the Account for the primary office/owner of a Multi-Site Account.
“Multi-Site Account” means an Account that has purchased software licenses for additional sites/Sub-Accounts.
“Permitted Uses” means lawful uses of the Service by Authorized Users for the intended purpose and in accordance with this Agreement, including use of the E-Signature Product if Licensee has purchased such Service.
“Single-Site Account” means a Licensee with one site.
“Site” means a fixed physical business location of Licensee from which Authorized Users perform professional tax preparation services and originate the electronic submission of Tax Returns using the Software. A Site must correspond to a legitimate business location of Licensee associated with Licensee’s EFIN.
“Software” means the TaxAct® Professional tax preparation software licensed by Licensee.
“Sub-Account(s)” means Accounts for any additional sites under a Master Account for a Multi-Site Account.
“Practice” means a professional tax preparation practice owned and/or operated by a Tax Preparer.
“TaxAct's Affiliates” means any entity, individual, firm, or corporation that is, directly or indirectly, through one or more intermediaries, controlled by, or is under common control with, TaxAct.
“TaxAct Materials” means all documentation, manuals or other materials provided by TaxAct related to the Service, in printed, electronic or other form, that describe the operation, use or specifications of the Service.
“Tax Preparer” means an individual authorized under applicable law to prepare, as applicable federal, state or local Tax Returns for compensation and who possesses a valid IRS Preparer Tax Identification Number (“PTIN”) or other required regulatory credential.
“Tax Returns” means the federal, state or local individual and business tax return forms offered through the Software for calculating and reporting tax information to the IRS, state(s) and other tax agencies.
“Third Party Client” means any third party that Licensee, in the normal course of Licensee's use of the Service, designates as its client, for the purpose of receiving files and/or sending files to Licensee or collecting E-Signatures, as applicable, through the Service.
“Third Party Data” means all information and data uploaded and delivered by a Third Party Client using the Service in the course of Licensee providing services to such Third Party Client.

2. Service

During the applicable Term, TaxAct agrees to provide Licensee access to the Service purchased by Licensee in accordance with the terms and conditions of this Agreement. Licensee agrees that its purchases are not contingent on the delivery of any future content, features, or functionality, or dependent on any oral or written public comments made by TaxAct regarding future features or functionality. The Service may contain features designed to interoperate with third-party tools, hardware, or applications. TaxAct cannot guarantee the continued availability of such Service features and may cease providing them without entitling Licensee to any refund, credit, or other compensation, if the provider of third party tools, hardware, or applications ceases to make the third-party tools, hardware, or applications available for interoperation with the corresponding Service features in a manner acceptable to TaxAct.

3. Subscription License

(a) Access and Use. Subject to and conditioned on Licensee's and its Authorized Users' compliance with the terms and conditions of this Agreement, all applicable laws, and payment of applicable License Fees, TaxAct hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable license to access and use the purchased Service for the Permitted Uses during the Term, (the “Subscription”). Subscription access to the Service does not transfer or convey any right, title or interest in or to the Service, Software, TaxAct Materials, or TaxAct Intellectual Property Rights. Neither Licensee nor any Authorized User shall rent, lease, lend, sell, assign, distribute, publish, resell, sublicense, or transfer the Service or TaxAct Materials to any third party. Licensee is responsible for providing, at its expense, all necessary connections and equipment needed to access the Service.

(b) TaxAct Materials License. TaxAct hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable license to use the TaxAct Materials during the Term solely for Licensee's internal business purposes in connection with its use of the Service.

(c) Security. Licensee will take reasonable precautions and employ physical, administrative and technical controls to safeguard and keep confidential its Account Credentials and protect against unauthorized access to or use of the Service. Licensee is responsible for all access to and use of the Service directly or indirectly by or through its Account Credentials and all charges incurred under its Account. License shall notify TaxAct immediately of any unauthorized access or use.

(d) Reservation of Rights. TaxAct reserves all rights not expressly granted to Licensee in this Agreement and except for the limited rights and licenses expressly granted under this Agreement, all right, title, and interest in and to the Service, TaxAct Materials, and TaxAct Intellectual Property Rights are and will remain with TaxAct.

(e) Service Suspension. Notwithstanding anything to the contrary in this Agreement and without limiting it other rights and remedies, TaxAct may temporarily suspend Licensee's access to any portion or all of the Service if: (i) TaxAct reasonably determines that (A) there is a threat or attack on any of the TaxAct's Intellectual Property Rights or TaxAct systems; (B) Licensee's use of the Service may or does disrupt or pose a security risk to the Service or to any other Licensee or vendor of TaxAct; (C) Licensee is using the Service for fraudulent or illegal activities or otherwise in violation of this Agreement; (D) TaxAct's provision of the Service to Licensee is prohibited by applicable law; or (ii) any vendor of TaxAct's has suspended or terminated TaxAct's access to or use of any third party services or products required to enable Licensee to access the Service. TaxAct shall use commercially reasonable efforts to provide notice of any Service suspension and updates regarding the resumption of access to the Service following any suspension. TaxAct will have no liability for any damages, liabilities, losses (including any loss of data or profits), or any other consequences that Licensee may incur as a result of a Service suspension.

4. Licensee Representations, Warranties, and Covenants

Licensee represents, warrants, and covenants to TaxAct that it:

(a) has, and throughout the Term will retain, the full right, power and authority to enter into this Agreement and perform its obligations hereunder;

(b) shall not, and shall not permit a Third Party Client, to use the Service in any way that infringes the Intellectual Property Rights of any party, including without limitation, patent, trademark and copyright rights;

(c) shall comply with all applicable laws, rules, and regulations including, without limitation, those related to consumer privacy, security, and identity verification and IRS requirements for e-file signature authorization;

(d) will not store or permit the storage of any data that would include any inappropriate content, including without limitation, unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane material or any material that could constitute or encourage unlawful conduct, viruses, time bombs, Trojan horses, worms, and/or cancelbots;

(e) shall not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;

(f) shall not permit or enable any non-Authorized User to access the Service or otherwise use the Service except as expressly granted herein;

(g) is and shall remain responsible for all activity occurring through its Account by any and all third parties, including Authorized Users and Third Party Clients;

(h) has exclusive control and responsibility for all Licensee Data, including any Tax Returns/documents used or transmitted with the Service; and

(i) shall use the Service in compliance with the following additional restrictions:

(i) Professional Use Restriction. Licensee shall use the Service solely for its internal business purposes and only for the commercial preparation and electronic filing of Tax Returns as part of Licensee’s Practice in connection with Licensee’s use of the Software, and only by Licensee and its Authorized Users;

(ii) Automated Access and Artificial Intelligence Restrictions. Licensee shall not access, use, or interact with the Service through any Automated Means without TaxAct’s prior written authorization. Licensee shall not use the Service, or any data, output, or information generated by the Service, to train, develop, improve, or operate any artificial intelligence or machine learning systems;

(iii) Automated Platforms and Backend Processing Prohibition. Licensee shall not use the Service to operate, power, support, or enable any automated tax preparation system, consumer-facing tax filing platform, website or application, self-service or automated tax preparation solution, application programming interface (API), or other backend processing service; and

(iv) UNLESS EXPRESSLY AUTHORIZED HEREIN, ALL OTHER USES ARE EXPRESSLY PROHIBITED.

5. Term and Termination

(a) Term

(i) Subscription Term. The Subscription term begins on the Effective Date and continues through October 31, 2027 (the "Term"). TaxAct may at any time terminate your Account or your access to one or more your Third Party Client accounts in its sole discretion if: (a) you have breached any provision of this Agreement (or have acted in a manner that, in TaxAct's reasonable judgment, shows that you do not intend to, or are unable to, comply with this Agreement); (b) TaxAct is required to do so by law; (c) TaxAct determines that continuing the Service imposes excessive risk, cost, time or difficulty; or (d) TaxAct has elected to discontinue the Service (or any part thereof) for any reason. You may, at any time, remove any Third Party Client from your Account by removing them from your contact list in the Account Access section of your Profile.

(ii) Trial Subscription – From time to time, in connection with various promotional offers, TaxAct may make the Service available without charge to certain eligible Licensees (each, a “Trial Subscription”). The initial term of this Agreement for any Trial Subscription shall begin on the date Licensee registers for the Trial Subscription and continue until the end of the trial period specified in the promotion (the “Initial Term”), unless earlier terminated as provided in this Agreement or in the applicable promotional offer. As part of the Trial Subscription, TaxAct may require Licensee to provide a credit card or other valid payment method at the time of subscribing to the Trial Subscription, in which case, Licensee authorizes TaxAct to automatically charge the License Fee to Licensee on the first day after the Trial Subscription. Licensee may terminate or change Licensee’s Subscription before the Trial Subscription expires, as provided in this Agreement or in the promotional offer. Licensee agrees that TaxAct, in its sole discretion and for any or no reason, may terminate Licensee’s access to the Trial Subscription or any part thereof. Licensee agrees that any termination of Licensee’s access to the Trial Subscription may be without prior notice, and Licensee agrees that TaxAct will not be liable to Licensee or any third party for such termination. Licensee is solely responsible for exporting Licensee Data from the Trial Subscription prior to termination of Licensee’s access to the Trial Subscription for any reason, provided that if TaxAct terminates Licensee’s account, except as required by law TaxAct will provide Licensee a reasonable opportunity to retrieve its Licensee Data.

If, at the time of enrollment in a Trial Subscription, (i) TaxAct does not require Licensee to provide a payment method or (ii) Licensee does not provide a valid payment method, then before the end of the Initial Term, Licensee must (A) notify TaxAct that it wishes to continue the Subscription and (B) provide a valid payment method through Licensee’s Account. If Licensee fails to satisfy requirements in both(A) and (B), Licensee will lose access to the Service at the end of the Trial Subscription.

(b) Termination for Cause. In addition to any other express termination right set forth in this Agreement, TaxAct, in its sole discretion may terminate Licensee's rights under this Agreement immediately and without notice if Licensee fails to comply with any term or condition set forth herein, including but not limited to Licensee’s failure to make any payment when due.

In addition to the above, TaxAct, in its sole discretion, may terminate this Agreement or suspend or otherwise limit the use of the Service including, but not limited to, suspending electronic filing of Tax Returns by Licensee immediately upon (i) breach of any of Licensee’s obligations under this Agreement, including but not limited to accessing or using the Service outside the United States in violation of the geographic restrictions set forth in this Agreement, or the commission or alleged commission of fraud or violation of laws or regulations, which may in TaxAct’s sole discretion compromise the integrity and reputation of the IRS E-file program and/or TaxAct; (ii) Licensee or any party affiliated with Licensee becomes the subject(s) of an investigation or legal action by any regulatory authority, or at the direction of any governmental agency, legal authority or court order; (iii) Licensee’s or any party affiliated with Licensee violation of professional conduct, including but not limited to abuse, harassment, and profanity to TaxAct, its employees, or contractors; or (iv) transmissions or communications originating from or affiliated in any way with Licensee are potentially fraudulent data or represent fraudulent activity, or may have been affected by malware, denial-of-service attacks, originate from an insufficiently secure environment or similar security or system failures, or are otherwise compromised or could represent data or transmissions which could put at risk TaxAct's security, TaxAct's participation in the IRS E-File program, TaxAct's relationship with third party program providers, or the availability of TaxAct's websites, computer systems, web services, Software or the Service. Additionally, TaxAct may immediately suspend or terminate Licensee’s access to the Service if TaxAct reasonably determines that Licensee is using Automated Means, artificial intelligence agents, or unauthorized third-party systems in a manner that creates security, compliance, fraud, or operational risk.

(c) Effect of Termination. Upon expiration or earlier termination of this Agreement, the licenses granted hereunder will also terminate, and, without limiting Licensee’s obligations under the Agreement, Licensee shall cease using and delete all copies, including partial copies, in any and all forms, of the Service and TaxAct Materials, with a written statement upon request certify in writing via email to TaxAct that Licensee no longer has access to the Service and TaxAct Materials or any copies thereof. No expiration or termination will affect Licensee’s obligation to pay all License Fees that may have become due before such expiration or termination or entitle Licensee to any refund. This section and the following sections: Definitions, Service, Subscription License, Licensee Representations, Warranties, and Covenants, Term and Termination, Billing, E-Signature Product Terms, Privacy Notice and Terms of Service; Indemnification, Disclaimer of Warranties, Limitations of Liability, Intellectual Property Rights, Force Majeure, Consent to Electronic Communications, and General Provisions survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

(d) No Duty to Retain – At the point of termination, Licensee's Account is completely removed from TaxAct's system and TaxAct has no obligation to continue storing or providing access to Licensee Data, including Third Party Data, except as required by law. Licensee is solely responsible for exporting Licensee Data from the Service prior to termination of Licensee’s access. TaxAct, in its sole discretion, may recycle or reassign Licensee's Account subdomain.

6. Billing

(a) Payment. Licensee's authorized credit card will be charged the then-current total fee for the Subscription when Licensee subscribes to the Service. Except as explicitly set forth herein, all payments for the Service are due before delivery of the Service. All prices and payment terms, billing policies, or other payment or billing issues are subject to change at the sole discretion of TaxAct. Prices and payment terms at the time of payment will apply to Licensee’s Account. Licensee will be notified by email to the email address associated with Licensee’s Account thirty (30) days prior to any Subscription price changes to Client Portals going into effect. If Licensee's credit card is declined, Licensee will be notified by TaxAct via email. Upon Licensee's failure to pay its Account, TaxAct reserves the right to suspend Licensee's Account or to terminate this Agreement and Licensee’s access to the Service without further notice to Licensee. ALL PAYMENTS ARE NON-REFUNDABLE.

(b) Adding a Sub-Account Subscription. A Multi-Site Account with a Subscription may add Sub-Account Subscriptions to its Subscription at any time. The Sub-Account Subscriptions align to the billing cycle of the Master Account and are pro-rated for the months remaining in the billing cycle.

(c) Storage Upgrades. A storage upgrade is an increase in Licensee's storage use that requires Licensee to purchase additional storage. If Licensee upgrades the storage capacity associated with its Account, the credit card charge for the additional storage purchased and the storage capacity increase will occur at the time of the upgrade request.

(d) Taxes. Licensee is responsible for all sales, use, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local government or regulatory authority on any amounts payable by Licensee hereunder.

7. E-Signature Product Terms

If Licensee has purchased the E-Signature Product, this section applies in addition to the other terms and conditions of this Agreement.

(a) The E-Signature Product is available for 1040 returns and business returns. Your Third Party Clients must be at least 18 years old to sign their federal Tax Return using E-Signatures. Licensee acknowledges and agrees that it (i) is solely responsible for ensuring that the Tax Returns/documents it uses with the Service are appropriate for E-Signature, and TaxAct is not responsible or liable for any such determination or use; and (ii) has provided appropriate consumer disclosures and received consent from its Third Party Clients for E-Signature.

(b) E-Signature Events are purchased from Licensee’s Account. Multiple E-Signature Events can be purchased at one time, allowing Licensee to maintain an E-Signature Event Bank for both Basic E-Signatures and KBA E-Signatures.

(i) If purchased on or before April 30, such E-Signature Events will expire on December 31 of that same calendar year.

(ii) If purchased on or after May 1, such E-Signature Events will expire on December 31 of the following calendar year.

(d) Licensee’s E-Signature Event Bank will be displayed in the Service. KBA E-Signature Events must be used if the PDF created for signature includes a form that requires identity verification prior to signature, such as IRS e-File Authorization Form 8879. Otherwise, Basic E-Signature Events can be used. E-Signature Events are counted as used when you send an E-Signature request from the Software or from the Client Portals website to Third Party Clients to collect E-Signatures. If the PDF must be created again after being counted as an E-Signature Event due to changes in the Tax Return forms, it will be treated as a new E-Signature Event and will be counted against the E-Signature Event Bank.

(e) A Third Party Client will have three attempts to pass the KBA identity verification test in connection with a KBA E-Signature by correctly answering at least three out of four KBA questions. Dynamic KBA questions are compiled from public and private data, such as credit reports or transaction history, and are used to help verify a person’s identity. IF A THIRD PARTY CLIENT CANNOT PASS THE TEST IN THREE ATTEMPTS, THEY WILL NOT BE GIVEN ACCESS TO SIGN THE DOCUMENTS REMOTELY.

(f) The E-Signature Product currently only supports a single household address for both the Third Party Client and spouse. If the spouse has never lived at the address keyed into the Software, there is a strong likelihood that the spouse will not be able to remotely sign the return. The verification software must be able to match taxpayer (and spouse) to the address provided in order to ask the appropriate KBA questions to the taxpayer (and spouse). It is advised that you not use an E-Signature Event when you are not sure if both taxpayers have lived at the address on the screen.

(g) PAYMENT FOR E-SIGNATURES IS REQUIRED IN ADVANCE. ALL PAYMENTS ARE NON-REFUNDABLE. This includes, but is not limited to, if Licensee’s Third Party Clients are unable to sign remotely due to technical reasons or if they are unable to pass the ID verification test through KBA.

(h) The E-Signature Product is designed to work on iOS and Android devices, Windows-based desktop computers and Macs. However, THERE IS NO GUARANTEE that the E-Signature Product will work on all configurations, browsers, devices, platforms and operating systems. TAXACT DOES NOT GUARANTEE that all devices and computers will be able to use the Service. IMPORTANT: TAXACT STRONGLY ENCOURAGES YOU TO ENSURE THAT YOUR THIRD PARTY CLIENTS ARE WILLING AND CAPABLE OF ESIGNING ONLINE PRIOR TO SENDING THEM A DOCUMENT FOR E-SIGNATURE.

(i) All prices and terms as they relate to payments, billing policies, or other payment or billing issues with respect to the E-Signature Product are subject, at the discretion of TaxAct, to change at any time without prior notice to Licensee.

8. Privacy Notice and Terms of Service

(a) By using the Service, Licensee agrees to the terms and conditions of the TaxAct Privacy Notice and TaxAct Terms of Service, which are available on its website(s) and are subject to change; provided, however, that in the event of a conflict between the terms of the Privacy Notice, Terms of Service, and this Agreement, this Agreement shall control over the Privacy Notice and Terms of Service with respect to the conflict. All notices of changes to the TaxAct Privacy Notice and TaxAct Software Terms of Service will be provided by posting revisions on the applicable TaxAct website. Licensee understands that any suspected illegal or fraudulent activity will be reported to the appropriate governmental or law enforcement authorities and may result in suspension and/or termination of Licensee's Subscription and Account. Licensee acknowledges that TaxAct retains the right to take whatever steps necessary, as determined in TaxAct's sole discretion, to comply with applicable laws and regulations, including those relating to data security and privacy.

(b) California Consumer Privacy Act / California Privacy Rights Act: To the extent that the California Consumer Privacy Act and California Privacy Rights Act, as amended (Cal. Civ. Code §§ 1798.100 et seq.) (“CCPA”) is applicable to Licensee, the parties agree that TaxAct qualifies as a “Business,” that data is shared with “Service Providers” for a “Business purpose” (as defined under Cal. Civ. Code §§ 1798.140), which is to deliver the Service and related services and products to Licensee, and that such sharing of data is done so in compliance with the CCPA. To the extent that the CCPA is applicable to Licensee’s taxpayer clients and Licensee qualifies as a “Business” under the CCPA, the parties agree that TaxAct is a “Service Provider.” Licensee represents, warrants and covenants that all “Personal Information” (as defined under the CCPA or applicable data privacy laws) of Licensee’s taxpayer clients provided to TaxAct or otherwise made available to TaxAct through the Service and TaxAct’s related services and products is done so in compliance with applicable laws, and that Licensee has provided all notices and consents, and otherwise has all necessary and appropriate authorizations for TaxAct to use such “Personal Information” to provide Licensee the Service and TaxAct’s related services and products in accordance with this Agreement. To learn more about privacy rights available to California consumers, please refer to the TaxAct Privacy Notice.

(c) Depending on the state in which you or your clients’ reside, the laws in such state may provide additional rights regarding our collection and use of personal information. Both Licensee and TaxAct will comply with privacy laws of the relevant state or states and will provide each other with commercially reasonably requested assistance to enable the requestor to comply with and fulfill its own obligations thereunder.

9. Indemnification

Licensee shall indemnify, defend and hold harmless TaxAct, TaxAct's Affiliates, and their respective directors, officers, employees and agents, successors and assigns (each, a “TaxAct Indemnitee”) from and against any and all claims, liabilities, losses, damages, injuries, demands, actions, causes of action, suits, proceedings, judgments and expenses, including, without limitation, reasonable attorneys' fees, court costs and other legal expenses, incurred by a TaxAct Indemnitee that arise out of or result from, or are alleged to arise out of or result from: (i) Authorized User's failure to comply with applicable laws, rules, and regulations; (ii) any Licensee Data, including Third Party Data, including TaxAct's processing of such Licensee Data as provided in this Agreement; (iii) the infringement of any third party rights, including Intellectual Property Rights; (iv) any unauthorized or unlawful use of the Service by an Authorized Users; and (v) Authorized User's negligence or willful misconduct. Licensee may not settle any claim against a TaxAct Indemnitee unless the TaxAct Indemnitee consents, in writing, to such settlement, and further provided that the TaxAct Indemnitee will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.

10. Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICE, TAXACT MATERIALS, AND TAXACT INTELLECTUAL PROPERTY RIGHTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TAXACT, TAXACT'S AFFILIATES, AND THEIR RESPECTIVE THIRD PARTY SERVICE PROVIDERS, LICENSORS, DISTRIBUTORS, DEALERS, EMPLOYEES, OFFICERS AND DIRECTORS (COLLECTIVELY, “REPRESENTATIVES”) HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE, OR THAT THE SERVICE, TAXACT MATERIALS, TAXACT INTELLECTUAL PROPERTY RIGHTS, OR OTHER MATERIALS OR SYSTEMS WILL BE SECURE, UNINTERRUPTED, ERROR-FREE OR SUITABLE FOR THE PARTICULAR NEEDS OF LICENSEE OR ANY AUTHORIZED USER OR THIRD PARTY. WITHOUT LIMITING THE FOREGOING, TAXACT, TAXACT'S AFFILIATES, AND THEIR REPRESENTATIVES MAKE NO WARRANTY OF ANY KIND THAT THE SERVICE, THE TAXACT MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE DEFECT OR ERROR FREE OR THAT DEFECTS WILL BE CORRECTED. NO REPRESENTATIVE OF TAXACT IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS ANY OF THE WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, AND OTHER TECHNOLOGIES NECESSARY TO OFFER THE SERVICE. TAXACT, TAXACT'S AFFILIATES, AND THEIR RESPECTIVE REPRESENTATIVES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

11. Limitation of Liability

TAXACT'S, TAXACT'S AFFILIATES, AND THEIR RESPECTIVE REPRESENTATIVES’ TOTAL LIABILITY HEREUNDER INCLUDING, WITHOUT LIMITATION TO LICENSEE AND ANY OF ITS AUTHORIZED USERS AND THIRD-PARTY CLIENTS, SHALL NOT EXCEED THE FEES PAID TO TAXACT HEREUNDER. IN NO EVENT WILL TAXACT, TAXACT'S AFFILIATES, AND/OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE FOR ANY (A) CLAIMS ASSERTING OR BASED ON THE USE, INABILITY TO USE, LOSS, INTERRUPTION OR DELAY OF THE SERVICE, LOSS OF USE OF FACILITY OR EQUIPMENT, LOST BUSINESS, REVENUES OR PROFITS, LOSS OF GOODWILL, FAILURE TO ACHIEVE COST SAVINGS, FAILURE OR INCREASED COST OF OPERATIONS, LOSS, DAMAGE OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SERVICE FAILURE, MALFUNCTION, DOWNTIME, SHUTDOWN, SERVICE INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION OR BREACHES IN SYSTEM SECURITY, OR (B) CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR ENHANCED DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, IN THE CASE OF EACH OF CLAUSE (A) AND CLAUSE (B), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE OTHERWISE FORESEEABLE, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY

12. Insurance

During the Term, Licensee shall maintain policies of the types and with the coverage amounts that it deems commercially reasonable for Licensee’s operations. Such policies shall include TaxAct as an additional insured.

13. Intellectual Property Rights

(a) TaxAct, and its Representatives, where applicable, own all right, title and interest, including all related Intellectual Property Rights, in and to: (a) all of TaxAct's technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Authorized Users by TaxAct in providing the Service (the “TaxAct Technology”); (b) the TaxAct Materials; and, (c) the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Licensee or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the TaxAct Technology or the Intellectual Property Rights owned by TaxAct. The TaxAct ® name, logo, and the product names associated with the Service are trademarks and/or service marks of TaxAct, and no right or license is granted to use them except as otherwise expressly permitted in this Agreement.

(b) Licensee Data. As between Licensee and TaxAct, Licensee is and will remain the sole and exclusive owner of all right, title, and interest in and to all Licensee Data, subject to the rights and permissions granted in Section 13(c).

(c) Consent to Use Licensee Data. Licensee hereby irrevocably grants all such rights and permissions in or relating to Licensee Data as are necessary or useful to TaxAct to enforce this Agreement and exercise TaxAct's rights and perform TaxAct's obligations hereunder with respect to the Service.

14. Force Majeure

TaxAct shall not be liable or responsible to Licensee, its Authorized Users or Third Party Clients, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term hereof, when and to the extent such failure or delay is caused by or results from acts or events beyond TaxAct's reasonable control, including, without limitation, the following: (a) acts of God; (b) flood, fire or explosion, earthquake, epidemics, pandemics, or quarantines; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the Effective Date; (f) action by any governmental authority or third-party licensor; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and/or (i) shortage of adequate power or transportation facilities.

15. Consent to Electronic Communications

(a) By using the Service, Licensee consents to receive electronic communications from TaxAct (e.g., SMS or text messaging, telephone, via email, via Notification Center or by otherwise posting notices on TaxAct’s website). These communications may include notices about Licensee’s account (e.g., authentication, payment authorizations, password changes and other transactional information) or legal notices (e.g., agreements, renewals, statements, and disclosures) and are part of Licensee’s relationship with TaxAct. Licensee agrees that any notices, agreements, disclosures, or other transactional communications that TaxAct sends to Licensee electronically, will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. From time to time, TaxAct may provide you the option to opt in to receiving marketing and promotional messages from TaxAct. Such messaging programs are subject to the terms and disclosures presented when you sign up for the program.

(b) Licensee can cancel the promotional SMS service at any time. Just text “STOP” to TaxAct. After Licensee sends the SMS message “STOP” to TaxAct, TaxAct will send Licensee an SMS message to confirm that Licensee has been unsubscribed and Licensee will no longer receive marketing SMS messages from TaxAct. If Licensee wants to join again, Licensee should sign up as Licensee did the first time, and TaxAct will start sending promotional SMS messages to Licensee again.

(c) If Licensee is experiencing issues with the messaging program, Licensee can contact us directly at prosales@taxact.com or (319) 536-3571.

(d) Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to Licensee from TaxAct and to TaxAct from Licensee. If Licensee has any questions about Licensee’s text plan or data plan, it is best to contact Licensee’s wireless provider.

16. General Provisions

(a) Further Assurances. Licensee shall, upon the request of TaxAct, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.

(b) Relationship of Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

(c) Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (other than routine communications having no legal effect) by Licensee to TaxAct shall be in writing and addressed to TaxAct as follows (or as otherwise specified by TaxAct):

Attn:

Legal Department TaxAct, LLC

3200 Olympus Blvd, Suite 150

Dallas, TX 75019

Email: legalnotices@taxact.com

Notices sent in accordance with this section shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) when sent by email, with confirmation of receipt; or (d) on the date delivered, by certified or registered mail, return receipt requested, postage prepaid.

(d) Entire Agreement. This Agreement, together with the TaxAct Privacy Notice and TaxAct Terms of Service, constitutes the sole and entire agreement of the parties and supersedes all understandings, representations, and warranties, both written and oral, with respect to the subject matter hereof.

(e) Assignment. This Agreement shall not be assigned by Licensee without the prior written consent of TaxAct. This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors and permitted assigns.

(f) Waiver. Failure to enforce any provisions of this Agreement shall not constitute a waiver of any of the terms and conditions hereof.

(g) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and except as provided in Section 9 (Indemnification), Section 10 (Disclaimer of Warranties), and Section 11 (Limitation of Liability), nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(h) Amendment. This Agreement may be modified only by TaxAct, at its sole discretion. Licensee's continued use of the Service shall be deemed to be Licensee's acceptance of and agreement to TaxAct's modification of this Agreement.

(i) Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be legally invalid or unenforceable: (i) the validity and enforceability of the remainder of this Agreement shall not be affected, (ii) such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law, and (iii) such provision shall be valid, enforceable, and enforced in its modified form.

(j) Governing Law, Venue and Dispute Resolution. This Agreement has been entered into and shall be governed, construed, and interpreted pursuant to and in accordance with the laws of the State of Texas, without regard to conflicts of law principles. Any actions that are not subject to mandatory arbitration or disputes over the arbitrability of any matter shall be brought in either the state court for the county of Dallas, State of Texas or federal court in the Northern District of Texas. Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance or interpretation thereof, other than a claim by TaxAct for injunctive or other equitable relief, shall be resolved through individual, binding arbitration before a single neutral arbitrator that is mutually acceptable to the parties in accordance with then existing Commercial Arbitration Rules of the American Arbitration Association. Arbitrators shall be persons experienced in software related issues. Such arbitration shall take place in the City of Dallas, County of Dallas, State of Texas. Any judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy. NOTWITHSTANDING THE ABOVE, EACH OF LICENSEE, AUTHORIZED USER, AND TAXACT HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

(k) Geographic Restrictions.

(i) TaxAct does not market the Service to persons residing in the United Kingdom, Switzerland or the European Economic Area (“EEA”) and the Service is not intended for use inside the United Kingdom, Switzerland and/or EEA. By using the Service, Licensee agrees not to collect data from persons residing inside the United Kingdom, Switzerland and/or EEA and understands and agrees that any data or information transferred to TaxAct will be processed and stored in the United States and subject to United States law.

(ii) TaxAct’s operations are based in the United States. TaxAct makes no representation that the Service, or content or information available via the Service, is appropriate or available for use outside of the United States, and access to it from jurisdictions where the content is illegal is prohibited. The Service may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Service or documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.