TaxAct Professional Software License Agreement

Last Updated: October 21, 2022

This Software License Agreement (“Agreement”), effective immediately as of the date the Software (as defined) is downloaded or installed and is by and between TaxAct, Inc., an Iowa corporation (“TaxAct”) and Licensee (as defined). All references to “you” and “your” shall refer to Licensee. TaxAct and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party.” This Agreement replaces all prior versions of the terms and conditions related to TaxAct Professional Software Licenses.

TaxAct desires to license its tax preparation Software (as defined below) to Licensee, and Licensee desires to obtain a license to use the Software for its internal business purposes only, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Definitions.

a. “Authorized User” means Licensee if Licensee is a sole proprietor, or any employee, contractor, or agent of Licensee operating as part of the tax preparation practice of Licensee who Licensee permits to access and use the Software and/or Documentation (as defined) in connection with Licensee’s business pursuant to and in accordance with Licensee’s Enterprise License (as defined).

b. “Bank Products” means tax refund related settlement products, including but not limited to refund transfers, refund loans, and any other products which facilitate the payment of tax preparation or other fees from the proceeds of your client’s refunds and/or advance funds to your client in anticipation of repayment from the proceeds of the tax refund.

c. “Documentation” means TaxAct’s setup guide relating to the Software provided by TaxAct to Licensee electronically in the Software and available on the TaxAct website, and such other information on the use or operation of the Software as provide by TaxAct to the Licensee from time to time.

d. “Document Manager” means a service which allows you to save, organize, and access encrypted, electronic copies of your client’s documents.

e. “EFIN” means the Electronic Filing Identification Number assigned by the IRS (as defined).

f. “eSignature Products” means products and services that allow the Licensee to obtain the electronic signature of tax preparers, taxpayers, customers or Authorized users on certain designated documents in the Software as applicable to those documents. These products and services include, without limitation eSignature “envelopes” for transmitting the applicable documents and “KBAs” (Knowledge Based Assessments) for authenticating users in accordance with certain requirements.

g. Initial Release Date” means the date TaxAct makes its federal editions of the Software (as defined) available to Licensees in order to set up for tax season. For the purpose of clarity, Initial Release Date is distinct from the initial date for filing returns using the Software, which is typically after the January 1st following the Initial Release Date.

h. “IRS” means the Internal Revenue Service.

i. “Licensee” means the authorized person or legal entity that requires access to the Software in connection with Licensee’s internal business operations.

j. “Local Network Installation” means an installation of the Software (as defined) on to a Licensee’s local computer.

k. “Notification Center” means the feature within the Software (as defined) which allows for push notifications from TaxAct.

l. “Online Data Backup” means the service for a Local Network Installation which allows Licensees to back up client returns to TaxAct’s servers and access them for up to 7 years beyond the filing deadline.

m. “PTIN” means Preparer Tax Identification Number issued by the IRS.

n. “Software” means the applicable TaxAct Professional tax preparation product in the format delivered or made available to the Licensee on or after the Initial Release Date, including any Updates (as defined) provided to Licensee pursuant to this Agreement, as well as any other related services provided by TaxAct in conjunction with said product.

o. “User Installed Third-Party Products” or “Add-On Third-Party Products” means third party products that Licensee has the option to incorporate into the Software.

p. “Updates” means any updates, bug fixes, patches, or other error corrections to the Software that TaxAct generally makes available free of charge to all Licensees of the Software.

License.

a. License Grant. Subject to and conditioned on Licensee’s payment of all applicable fees and compliance with all other terms and conditions of this Agreement, TaxAct hereby grants Licensee a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 29(h) Assignment below) license during the Term (as defined) in order to use the Software to: solely for Licensee’s internal business purposes to prepare, print, and file an unlimited number of tax returns electronically. In addition to any copy provided to an Authorized User under an Enterprise License, Licensee may make one copy of the Software solely for back-up, disaster recovery, and testing purposes. Any such copy of the Software: (i) remains TaxAct’s exclusive property; (ii) is subject to the terms and conditions of this Agreement; and (iii) must include all copyright or other proprietary rights notices contained in the original.

b. Use Restrictions. Licensee shall not use the Software or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly: (i) copy (as except as authorized in section 2.a. above), modify, or create derivative works of the Software or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (iv) remove any proprietary notices from the Software or the Documentation; or (v) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

c. Types of Licenses. TaxAct offers two types of licenses:

i. A license for 1 Authorized User (“Single-User License”).

ii. A license for multiple Authorized Users within the same practice (“Enterprise License”). This license also includes cloud storage, data backup on TaxAct servers (for Local Network Installations only), and Document Manager.

Installation Limitations.

a. For Single-User Licenses, the Authorized User shall not share his or her username and password with any other person. The Authorized User may download or install the Software on up to 2 devices (a laptop and desktop computer).

b. For Enterprise Licenses, Licensee may download and install the Software on an unlimited number of devices for by any number of Authorized Users.

c. If Licensee purchases a Single-User License and later determines an Enterprise License is needed for multiple users, then Licensee must call Software support TaxAct Professional Sales to request and obtain an upgrade to an Enterprise License.

Reservation of Rights.

TaxAct reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Software.

Delivery.

TaxAct will deliver the Software electronically to Licensee via TaxAct’s website. TaxAct provides download instructions on its website.

Licensee Responsibilities.

a. Uses of Software: Licensee is responsible and liable for all uses of the Software and Documentation resulting from Licensee usernames, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. For Enterprise Licenses, Licensee is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement will be deemed a breach of this Agreement by Licensee. Licensee shall make all Authorized Users aware of this Agreement’s provisions, as applicable to such Authorized User’s use of the Software and shall cause Authorized Users to comply with such provisions.

b. Retained Responsibility: Licensee understands and agrees that use of the Software does not relieve Licensee of responsibility for the preparation, accuracy, content and review of such returns. Licensee does not rely upon TaxAct for advice regarding the appropriate tax treatment of items reflected on returns processed using the Software.

c. Non-US Use: TaxAct does not market the Software to persons residing outside the United States, including without limitation in the European Economic Area (“EEA”). The Software is not intended for use in such jurisdictions. By using the Software, Licensee 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 and to take its own actions to satisfy and comply with requirements pertaining to the collection of data from persons residing in jurisdictions outside the United States, if applicable.

d. Rights You Grant to Us: By submitting account information, client information or other content to TaxAct through the Software, you are licensing that content to TaxAct for the purpose of providing the Software. TaxAct, as part of providing you the Software, may store and make other use of such content in accordance with this Agreement and our Privacy Policy. You represent that you are entitled to submit it to TaxAct for use for this purpose, without any obligation by TaxAct to pay any fees or be subject to any restrictions or limitations. .

Third-Party Products within the Software.

TaxAct may use or distribute certain third-party products as part of the Software as described in Documentation provided with or incorporated into the Software by TaxAct, including but not limited to any open source software available under the GNU Affero General Public License, GNU General Public License, GNU Lesser General Public License, Mozilla Public License, Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative. For purposes of this Agreement, such third -party products are subject to their own license terms and the applicable flow through provisions. Licensee understands and acknowledges that such open source software is not licensed to Licensee pursuant to the provisions of this Agreement and that this Agreement may not be construed to grant any such right and/or license.

Customer Care Support.

TaxAct will provide Licensee with customer support services during the times as posted on its website via phone and email. TaxAct will generally provide said support for the Software for as long as Licensee continues to meet the system requirements as posted on TaxAct’s website, up to a period of seven years.

Fees and Payment.

a. Fees. Licensee shall pay TaxAct the fees in US dollars (“Fees”) as set forth on TaxAct’s website or provided via phone prior to receiving access to the Software. TaxAct may prohibit access to the Software until all past due amounts have been paid, without incurring any obligation or liability to Licensee or any other person by reason of such prohibition of access to the Software.

b. Taxes. Unless expressly described as included in charges for the Software on the related receipt or invoice for the purchase, all Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments and Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on TaxAct’s income.

c. Auditing Rights and Required Records. Licensee agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of not less than 3 years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. TaxAct may, periodically monitor and electronically audit Licensee’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Licensee has underpaid TaxAct with respect to any amounts due and payable during the Term, TaxAct may request that Licensee promptly pay the amounts necessary to rectify such underpayment. Further, Licensee shall pay for the costs of the audit if the audit determines that Licensee’s underpayment equals 150% of the Fees associated with utilization of the proper License type. Any payment amounts due determined under this section shall be made within 45 calendar days. Such inspection and auditing rights will extend throughout the Term of this Agreement and continue for a period of 3 years after the termination or expiration of this Agreement.

Non-Disclosure and Responsibility for Information.

a. Licensee shall not provide or disclose or otherwise make available the Software and Documentation, or any portion thereof in any form to any third party. Licensee shall exercise due diligence in protecting all ownership rights and trade secrets of TaxAct contained in the Software or Documentation. All pricing and other financial aspects of this Agreement are confidential and may not be shared with any third party except with the express written consent of TaxAct.

b. Only Authorized Users are authorized to use the user identification and password associated with the Authorized User, and no Authorized Users shall permit or allow other people to have access to or use the same. Licensee is responsible for maintaining the confidentiality of the user identification and password of any Authorized Users. Licensee is responsible for any actions taken using any Authorized User user identification and password. Licensee is responsible for ensuring that all information in your account, including without limitation your contact information, are and remain at all times complete and accurate.

c. Licensee acknowledges and agrees that it is solely responsible for all content, data, and information submitted by any Authorized User into the Software, including, without limitation, content, data, and information relating to third parties. Licensee hereby indemnifies and holds harmless TaxAct from and against any third-party claims, liabilities, costs and expenses, including attorney’s fees, related to such content, data, and information submitted utilizing the user Identification of any Authorized User. Authorized User further acknowledges and agree that Licensee is responsible for implementing and responding to any third-party requests to modify, update, delete, or otherwise alter any content, data, and information that any Authorized Use has submitted into the Software.

d. To the fullest extent permitted by applicable law, TaxAct has no obligation to store or maintain the sole, definitive or official copy of any information you provide to it, and you are responsible for printing or saving a copy of your client’s tax returns for your or their records.

Intellectual Property Ownership; Feedback.

a. Licensee acknowledges that, as between Licensee and TaxAct, TaxAct owns all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation.

b. If Licensee or any of its employees or contractors sends or transmits any communications or materials to TaxAct by mail, email, telephone, or otherwise, suggesting or recommending changes to the Software or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), TaxAct is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Licensee hereby assigns to TaxAct on Licensee’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and TaxAct is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although TaxAct is not required to use any Feedback.

Limited Warranties and Warranty Disclaimer.

a. TaxAct represents and warrants that it has the authority and right to grant Licensee use of the Software as described in this Agreement. Licensee shall promptly notify TaxAct in writing of any claimed deficiency in the Software or otherwise and provide information sufficient to permit TaxAct to validate the deficiency. If a deficiency exists which breaches the warranty, TaxAct shall, at its sole discretion and within ninety (90) days: (i) correct the deficiency; or (ii) with TaxAct’s prior written authorization and upon Licensee's de-installation of the Software and return of all copies of the Software to TaxAct, refund any License Fee paid to TaxAct, whereupon this Agreement shall terminate. TaxAct will exercise due care in conforming the Software to the requirements of the Federal and State authorities; however, Licensee acknowledges that commercial preparation of Tax Returns, electronic filing of Tax Returns, processing of Bank Products, and related processing or preparation and reporting is subject to change and is of such complexity that the Software may have defects.

b. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 12(a), THE SOFTWARE AND RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TAXACT AND ITS AFFILIATES, AGENTS, DISTRIBUTORS, AND ADVERTISERS AND THEIR THIRD-PARTY SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS (COLLECTIVELY, "PARTICIPATING PARTIES") SPECIFICALLY DISCLAIM ANY AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IRRESPECTIVE OF ANY COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE, ALL SUCH WARRANTIES BEING EXPRESSLY EXCLUDED. WITHOUT LIMITING THE FOREGOING, TAXACT, ITS AFFILIATES, AND THEIR SUPPLIERS MAKE NO WARRANTY OF ANY KIND THAT THE SOFTWARE, 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 SOFTWARE DEFECTS WILL BE CORRECTED. NO EMPLOYEE OR AGENT OF TAXACT IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS ANY OF THE WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT.

c. For the purpose of clarity, any warranties or covenants of TaxAct do not apply and become null and void if Licensee breaches any provision of this Agreement, or if Licensee, any Authorized User, or any other person provided access to the Software by Licensee or any Authorized User, whether or not in violation of this Agreement: (i) installs or uses the Software on or in connection with any hardware or software not specified in the Documentation or expressly authorized by TaxAct in writing; (ii) modifies or damages the Software; or (iii) misuses the Software, including any use of the Software other than as specified in the Documentation or expressly authorized by TaxAct in writing.

Indemnification.

Licensee shall indemnify, hold harmless, and, at TaxAct’s option, defend TaxAct from and against any Losses resulting from any Third-Party Claim based on Licensee’s, or any Authorized User’s: (i) negligence or willful misconduct; (ii) the operations of Licensee, any and all accounts payable of Licensee, and any and all taxes levied or incurred, whether payable to a federal, state, local, or other governmental authority; (iii) use of the Software or Documentation in a manner not authorized or contemplated by this Agreement; (iv) use of the Software in combination with data, software, hardware, equipment, or technology not provided by TaxAct or authorized by TaxAct in writing; (v) modifications to the Software not made by TaxAct; or (vi) any third-party data or customer data provided by Licensee to TaxAct or any harmful software transmitted by Licensee or on behalf of Licensee; and (vii) unauthorized access to taxpayer data attributable to the acts or inaction or omissions of Licensee; provided that Licensee may not settle any Third-Party Claim against TaxAct unless such settlement completely and forever releases TaxAct from all liability with respect to such Third-Party Claim or unless TaxAct consents to such settlement, and further provided that TaxAct will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

Limitations of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAXACT AND ITS PARTICIPATING PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF TAXACT OR ITS PARTICIPATING PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

UNDER NO CIRCUMSTANCES WILL THE ENTIRE LIABILITY OF TAXACT, ITS AFFILIATES, AND THEIR SUPPLIERS EXCEED THE AMOUNT PAID BY LICENSEE FOR USE OF THE SOFTWARE SUBJECT TO THIS AGREEMENT. IN NO EVENT SHALL ANY AMOUNTS PAID TO TAXACT FOR THIRD PARTY PRODUCTS OR SERVICES, INCLUDING BANK PRODUCTS, BE INCLUDED IN THE AMOUNT PAID FOR THE SOFTWARE FOR PURPOSES OF THIS SECTION. The limitations of liability set forth in this section are fundamental elements of the basis of the bargain between TaxAct and you. You acknowledge and agree that TaxAct would not be able to provide the Software on an economic basis without such limitations.

Refund Policy.

Licensee's sole remedy for any alleged breaches of warranty herein is limited to returning the software to TaxAct for a full refund less any shipping and handling charges in accordance with the terms of this Agreement. If Licensee is not satisfied with the Software, then Licensee may provide TaxAct written notice of Licensee’s request for refund. To receive a full refund of the purchase price of the Software, Licensee must provide said notice within 30 days of the Initial Release Date (if Licensee preordered or prepaid) or from the date of purchase (if Licensee ordered after Initial Release Date). If Licensee has printed any returns or filed any returns with the IRS or a state taxing authority, Licensee will not receive a refund. If e-filed returns are accepted by the IRS or state taxing agency, there would be no refund issued for the e-file fees. Once a refund is received, the License will be terminated. Licensee shall cease using and delete all copies of the Software and Documentation and certify in writing via email to TaxAct that the Software and Documentation has been deleted.

Term and Termination.

a. Term. The Term of this Agreement begins on the date installed or downloaded and, unless terminated earlier pursuant to any of the Agreement’s express provisions, will continue in effect until October 31st of the calendar year seven years following the tax year associated with the Software licensed to Licensee. Licensee acknowledges that use of the Software after October 31st of the calendar year following the tax year associated with the license may be subject to limitations in functionality or additional requirements, in TaxAct’s sole discretion. For the purpose of clarity, following termination, Licensee will not receive technical support or Updates, and the download file will not be available through TaxAct.

b. Termination. In addition to any other express termination right set forth in this Agreement, TaxAct may terminate this Agreement, effective on written notice to Licensee, if Licensee fails to pay any amount when due hereunder, and such failure continues more than 45 calendar days after TaxAct’s delivery of written notice thereof.

TaxAct, in its sole discretion, may terminate this Agreement or suspend or otherwise limit the use of the Software 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 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 or any party affiliated with Licensee violations of professional conduct, including but not limited to abuse, harassment, and profanity to TaxAct, its employees, or contractors.

c. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, the license 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 Software and Documentation, with a written statement upon request certify in writing via email to the TaxAct that such destruction or return of the Software has been accomplished. No expiration or termination will affect Licensee’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Licensee to any refund.

d. Survival. This section and the following sections: Definitions, Reservation of Rights, Licensee Responsibilities, Third-Party Products Within the Software, Fees and Payment, Non-Disclosure and Responsibility for Information, Intellectual Property Ownership/Feedback, Limited Warranties and Warranty Disclaimer, Indemnification, Limitations of Liability, Refund Policy, Third-Party Products and Services Offered via TaxAct, Bank Products , eSignature Products, Electronic Communications, Compliance with Laws, 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.

Third-Party Products and Services Offered via TaxAct.

Licensee understands that TaxAct may offer, suggest, or provide to Licensee other third-party products and services, including but not limited to Bank Products, eSignature Products, User Installed Third-Party Products, Add-On Third-Party Products, W-2 and 1099 import services, investment and financial services, tax due electronic payments, audit protection services, retirement and estate planning services, forms, and supplies. By utilizing the services, you represent that you have obtained the proper consent from your clients in order to access the data used in the Software. You agree that TaxAct or its related companies may contact you from time to regarding such third-party products or services utilizing information you provide, subject to your requesting at any time to be excluded from such communications.

TaxAct makes no guarantee or representation as to the delivery time, requirements, functionality, security, reliability or availability of such third-party products and services. Licensee agrees to hold TaxAct harmless for any failure in providing or delivering these products and services, and TaxAct shall have no liability or responsibility to Licensee for damages of any kind, including special, indirect or consequential damages, arising out of or resulting from such other third-party products or services offered, suggested, or provided to Licensee by third-parties.

Bank Products.

To the extent you offer Bank Products to your clients, you shall use one of TaxAct’s authorized banking partners to process the Bank Products for your clients during the Term of this Agreement after gaining approval from such banking partner. PLEASE NOTE: TRANSMITTING TAX RETURNS NOT IN COMPLIANCE WITH THIS SECTION WILL BE CAUSE FOR IMMEDIATE TERMINATION OF THIS AGREEMENT AND MAY REPRESENT A VIOLATION OF THIS AGREEMENT. TaxAct reserves the right to charge Licensee additional fees for any Bank Products processed not in compliance with this Agreement. Licensee understands and agrees that fees may be charged by TaxAct for tax returns with Bank Products.

A transmission fee and/or technology fee may be withheld for each funded Bank Product transmitted through TaxAct and be deducted from the proceeds due to your client. These fees are subject to change without notice. You agree to obtain proper approval from your client for withholding these fees from the proceeds of your client’s refund. You understand and agree Bank Product availability and fees may vary by state and are subject to change in accordance with regulatory requirements or in TaxAct’s sole discretion.

Bank Products and any associated services are third party products and services offered by TaxAct’s authorized banking partners to Licensee and are subject to the limitations associated with such under this Agreement. Should you choose to offer your clients Bank Products, you are independently obliged to determine whether it needs to obtain state broker licenses to broker Bank Products to third-parties. You acknowledge that failing to obtain a license where required may lead to fines or other penalties, which would be your sole responsibility.

eSignature Products.

Licensee understands and agrees that fees may be charged by TaxAct for the collection of electronic signatures using eSignature Products. You agree to obtain proper approval from your client for use of eSignature Products.

eSignature envelopes and KBAs may be purchased in in bulk or on an as-you-go basis. Pre-purchased envelopes and KBAs will activate on or after January 1st and shall expire on December 31st of the same year of their activation. Such envelopes and KBAs may only be used to collect electronic signatures on certain designated documents, such as efile authorization forms (Federal Form 8879 and state equivalents) and on applications for bank products. Other documents requiring taxpayer signature should obtain such through alternative means. For the avoidance of doubt, purchased but unused envelopes and KBAs have no monetary value, before or after their expiration.

eSignature Products and any associated services are third party products and services offered by TaxAct’s authorized eSignature partners to Licensee and are subject to the limitations associated with such under this Agreement.

Supported Systems/Requirements.

Supported systems and requirements are available on TaxAct’s website and are subject to change. TaxAct makes no representation, warranty or covenant as to the performance of the Software on any system not meeting such requirements.

Accessing the Software.

You acknowledge that the operation and availability of the communications systems used for accessing and interacting with the Software (e.g., the public telephone, computer networks and the Internet) or to transmit information to the taxing authorities can be unpredictable and may, from time to time, interfere with or prevent access to the Software. TaxAct is not in any way responsible for any such interference with or prevention of your use of or access to the Software.

Electronic Communications.

a. By using the Software, you consent 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 your 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 your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

b. You can cancel the SMS service at any time. Just text “STOP” to the short code. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

c. If you are experiencing issues with the messaging program, you can reply with the keyword HELP for more assistance, or you can get help directly at professional@taxactservice.com and 319-731-2682.

d. Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive messages as described above and every time you sign in you choose not to remember the device. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

Evaluation Version.

All terms and conditions of this Agreement apply to the evaluation version (“Evaluation Version”) of the Software except as follows: Licensee is unable to electronically file, create, or process live tax returns. Use of the evaluation version is for evaluation purposes only and not for commercial use. In order to utilize the full functionality of the Software, Licensee must purchase an appropriate license. In addition: a. TaxAct grants Licensee a license for the Evaluation Version to test and evaluate to determine if Licensee wishes to acquire a license for the Software.

b. Licensee is not authorized to copy, reverse engineer, decompile or disassemble any part of the Evaluation Version.

c. By downloading the Evaluation Version and utilizing consistent with the requirements of this Agreement, Licensee does not incur an obligation to purchase a license for the Software.

Modifications and Updates to the Software.

TaxAct has the right at any time and for any reason to modify, update, or discontinue any aspect or feature of the Software, including but not limited to its content, functionality, the equipment needed for its use or its pricing. TaxAct is not responsible for the late filing of your client’s tax returns due to such modification, update, or discontinuation, and you acknowledge that you should file your client’s tax returns as early as possible to meet any filing deadlines.

In addition, TaxAct reserves the right, at any time, to change the terms of this Agreement by publishing notice of such changes on its website, delivering notice to an email address associated with your account or otherwise providing you reasonable notice. Any use of the Software by you after TaxAct’s distribution of any such changes shall constitute your acceptance of this Agreement as modified.

EFIN/PTIN Verification.

Licensee agrees to provide TaxAct a copy of Licensee's completed e-File application summary, or other documentation required by TaxAct regarding ownership of an EFIN utilized with the Software by Licensee, prior to utilizing TaxAct’s electronic filing services. Licensee understands that in order to utilize TaxAct’s electronic filing services or the IRS’ electronic filing services, a valid EFIN must be obtained and maintained as current from the IRS. From time to time to comply with IRS regulations, TaxAct may be required to re-verify your EFIN. In addition, Licensee may be required to verify an active PTIN via the Software.

Electronic Filing Services.

When using the Software, you may choose to file tax returns electronically. Such electronic filing may be subject to a separate charge, which may be purchased in advance of electronically filing a return. The ability to electronically file a single return (an “e-File”) may be purchased in bulk or on an as-you-go basis throughout the tax season. Pre-purchased e-Files will activate on or after January 1st and any unused E-Files shall expire on December 31st of the next calendar year following activation. For the avoidance of doubt, any E-Files purchased on or before calendar year 2022 will have expired as of January 1, 2024. Notwithstanding any indication in the Software to the contrary, purchased but unused e-Files have no monetary value, before or after their expiration.

When filing returns electronically, your client’s tax returns will be forwarded to TaxAct's electronic filing center, where it will be converted to and stored in a standardized format and then transmitted to the applicable federal or state taxing authority. TaxAct cannot guarantee that the taxing authority will accept your client’s returns due to circumstances beyond TaxAct's control (including but not limited to incorrect user information, malfunction of the taxing authority's system, etc.). You are responsible for verifying the status of your client’s returns to confirm that they have been received and accepted by the applicable taxing authority and, if necessary, for filing it manually. The IRS requires TaxAct to notify it in connection with the electronic filing of your client’s tax returns of the internet protocol address of the computer from which the return originated and whether the email address of the person electronically filing the return has been collected and other fraud elements, as required by the IRS and/or State agency. By using the Software to prepare and submit your client tax returns, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Software.

Privacy Policy.

By using the Software, Licensee agrees to TaxAct’s privacy notice (“Privacy Notice”) available on TaxAct’s website at https://www.taxact.com/privacy-policy. TaxAct may update its Privacy Notice from time to time and will revise the date at the top of the webpage or in some cases may provide additional notice (such as sending an email notification). Further, the Software may collect or receive certain anonymized information regarding the Software’s performance, your activity on the Software and use of various features for diagnostic and product improvement purposes.

If you or your clients are a California resident, California law may provide you with additional rights regarding our collection and use of your personal information. Both Licensee and TaxAct will comply with the California Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100 to 1798.198) and will provide each other with commercially reasonably requested assistance to enable the requestor to comply with and fulfill its own obligations thereunder. To learn more about privacy rights available to California consumers, visit the Privacy Notice for California Residents at: https://www.taxact.com/privacy-policy-california.

Depending on the state in which you or your clients reside, the laws in your state may provide you with additional rights regarding our collection and use of your 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.

Compliance with Laws.

Licensee shall use the Software, including without limitation Licensee provisioning of client information into the Software, in compliance with all applicable laws and regulations. TaxAct will report any suspected illegal or fraudulent activity to the appropriate authorities and reserves the right to take any action necessary, as determined in TaxAct’s sole discretion, to comply with applicable laws and regulations, including those related to data security and privacy.

General Provisions

a. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

b. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing (which includes email) and addressed to TaxAct at the following address: Attn: General Counsel

TaxAct, Inc.

3200 Olympus Blvd., Suite 100

Dallas, TX 75019

LegalNotices@blucora.com

All Notices to Licensee will be sent to the email address on file with TaxAct.

Notices will be considered as properly received: (i) when delivered, if delivered in person; (ii) one business day after dispatch, if dispatched by an overnight delivery service that provides signed acknowledgment of receipt; (iii) three business days after deposit in the United States mail, if sent by certified or registered first class mail, postage prepaid, return receipt requested; or, (iv) as of the date on the email header for email. A Party may change its address by providing written notice to the other Party.

c. Force Majeure. In no event shall TaxAct be liable to Licensee, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond TaxAct’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

d. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

e. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

f. Governing Law; Venue. This Agreement is governed by and construed in accordance with the internal laws of the state of Texas without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the state of Texas in each case located in the city of Dallas and County of Dallas, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

g. Waiver of Jury Trial. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.

h. Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of TaxAct. Any purported assignment, transfer, or delegation in violation of this section is null and void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

i. Export Regulation. The Software may be subject to United States export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

j. Relationship. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Neither party shall have authority to act as agent for, or on behalf of, or to represent, or bind the other Party in any manner.

k. Publicity. Licensee will not, without the prior written consent of TaxAct: (i) publicly use the other TaxAct’s name, logos, or other trademarks, or refer to the relationship between the Parties in any media release or other public announcement; or (ii) represent, directly or indirectly, that any product or service provided by Licensee has been approved or endorsed by the other TaxAct.

l. Interpretation. The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. In this Agreement, the word “include” and derivatives thereof will be deemed to mean “include, without limitation.”