Thank you for choosing the Services offered by Tickmark, Inc. d/b/a Taxfyle (hereinafter referred to as “Taxfyle” and which also includes all applicable Tickmark, Inc. parents, subsidiaries and affiliates). Please read and review these Cloud Service Provider Terms of Service (the "Cloud Terms of Service") thoroughly, including with an attorney should you so choose, to ensure that you (the “Customer”) fully understand your obligations as a Customer and the Services that Customer will be receiving.
Customer’s acceptance of these Cloud Terms of Service establishes a legal agreement between Customer and Taxfyle and governs Customer’s access to and use of the Services, as defined below. These Cloud Terms of Service are effective upon Customer’s electronic acceptance (for example, clicking “I Agree”), installing, accessing, or simply using the Services (the “Effective Date”). Customer agrees to these Cloud Terms of Service, including as they are modified from time to time. If Customer does not agree to these Cloud Terms of Service, then Customer may not use the Services. If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to these Cloud Terms of Service; (ii) you have read and understand these Cloud Terms of Service; and (iii) you agree on behalf of Customer, to these Cloud Terms of Service.
+"Account" means Customer's Taxfyle Cloud Platform account.
+"HQ Portal" means the online console(s) or dashboard provided by Taxfyle to Customer for administering the Services.
+"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
+"Anti-Bribery Laws" means all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, that prohibit corrupt offers of anything of value, either directly or indirectly, to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Government officials include: any government employees, candidates for public office, members of royal families, and employees of government-owned or government-controlled companies, public international organizations, and political parties.
+"AUP" means the then-current acceptable use policies for the Services stated in the Taxfile Terms of Service found at https://www.taxfyle.com/policies/terms
+"Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
+"Confidential Information" means information that one party (or an Affiliate) discloses to the other party under these Cloud Terms of Service, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.
+"Control" means control of greater than 50 percent of the voting rights or equity interests of a party.
+"Customer Application" means a software program that Customer creates or hosts using the Services.
+"Customer Data" means data provided to Taxfyle by Customer or End Users through the Services under the Account.
+"Taxfyle Data Processing and Security Terms" means the terms stated at www.taxfyle.com/policy/data-processing-and-security-terms-customers
+"Documentation" means the Taxfyle documentation (as may be updated from time to time) in the form generally made available by Taxfyle to its customers for use with the Services at https://www.taxfyle.com/policies/terms
+"End Users" means the individuals who are permitted by Customer to use the Services. For clarity, End Users may include employees of Customer Affiliates and other authorized third parties.
+"Export Control Laws" means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
+"Fee Accrual Period" means a calendar month or another period specified by Taxfyle in the HQ Portal.
+"Fees" means the applicable fees for each Service or Software plus any applicable Taxes.
+"Taxfyle API" means any application programming interface provided by Taxfyle as part of the Services.
+"High Risk Activities" means activities where the use or failure of the Services would reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry).
+"HIPAA" means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it.
+"including" means including but not limited to.
+"Indemnified Liabilities" means any (i) settlement amounts approved by the indemnifying party and (ii) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.
+"Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
+"Legal Process" means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
+"Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
+"Notification Email Address" means the email address(es) designated by Customer in the HQ Portal.
+"Workspace” means a collection of Taxfyle Cloud Platform resources configured by Customer via the Services.
+"Service Specific Terms" means the then-current terms specific to one or more Services stated in https://www.taxfyle.com/policies/terms
+"Services" means the then-current services described in these Cloud Terms of Service, excluding any Third-Party Offerings.
+"SLA" means each of the then-current service level agreements, if any.
+"Software" means any downloadable tools, software development kits, or other such computer software provided by Taxfyle in connection with the Services, and any updates Taxfyle may make to such Software from time to time, excluding any Third-Party Offerings.
+"Suspend" or "Suspension" means disabling or limiting access to or use of the Services or components of the Services.
+"Taxes" means all government-imposed taxes, except for taxes based on Taxfyle's net income, net worth, asset value, property value, or employment.
+"Term" has the meaning stated in Section 8.1 (Cloud Terms of Service Term) of these Cloud Terms of Service.
+"Third-Party Offerings" means (a) third-party services, software, products, and other offerings that are not incorporated into the Services or Software and (b) offerings identified in the "Third-Party Terms" section of the Service Specific Terms.
+"Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
+"TSS" means the then-current technical support service provided by Taxfyle to Customer under the Taxfyle Terms of Service found at https://www.taxfyle.com/policies/terms.
+"TSS Guidelines" means Taxfyle's technical support services guidelines then in effect for the Services.