Policies

TaxDome provides the Service to you in accordance with and subject to the following Terms of Service (these «Terms»). These Terms are part of the Agreement and set forth the terms and conditions under which you may use the Service in accordance with the Agreement and govern your access to and use of all software, mobile apps, websites, learning management systems, and related services provided to you by TaxDome (collectively, the «Services»).

Please read these Terms carefully before you begin using the Services. By using the Services or signing up for an account, you accept and agree to be bound by and comply with these Terms, the Privacy Policy and other applicable policies and terms of the Agreement. If you do not agree to the entire Agreement, you may not access or use the Services.

1. Definitions

The accompanying definitions apply to these Terms:

«Agreement» signifies these Terms, which are in addition to our Privacy Policy, Data Processing Addendum («DPA») if applicable, Refund Policy, Spam Policy, Partner Program Terms and Referral Program Terms, and any other electronic or written composed agreement between or pertinent to TaxDome and Customer administering the agreement of the Service to you, as updated or amended from time to time. In the event of any conflict between the documents comprising the Agreement between you and TaxDome, the order of precedence will be: (1) any mutually-executed Master Subscription Agreement between the parties, (2) an Order Form, (3) the DPA, and (4) these Terms.

«Confidential Information» means any non-public information disclosed by or on behalf of one party to the other party in connection with the Services, whether in written, oral, electronic, or other form, that is designated as confidential or that, given the nature of the information or the circumstances of its disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, customer data, financial information, pricing, technical data, trade secrets, know-how, software, and product roadmaps. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party’s possession prior to disclosure without restriction on use or disclosure; (c) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

«Customer» signifies you, your company or employer, or anyone accessing the Service.

«Data Controller» signifies the regular or lawful individual, public authority, office or other body which alone or jointly with others decides the reasons and method for the Processing of Personal Data. You (or your company or employer) are the Data Controller; TaxDome is the Data Processor with respect to the Processing of your Personal Data.

«Data Processor» signifies the entity that Processes Personal Data for the benefit of the Data Controller, including, where pertinent, a «service provider» as that term is characterized in the California Consumer Privacy Act of 2018 (“CCPA”). 

«Data Protection Laws» mean any data privacy laws of the European Union, the European Economic Area and their member states, Switzerland, the UK, and the USA and its states, directly applicable to the Processing of Personal Data pursuant to the Agreement as amended from time to time.

«Fees» means the fees for provision of the Services as described on the Website, your Order Form, or otherwise set out in our Portal, including but not limited to Subscription Fees, Additional Client Fees, Payment Service Fees (as applicable).

«Portal» means the landing or access page through which Customer logs in to and accesses the TD Platform and the Services, including the information and account details contained therein. In the event of any conflict or inconsistency between these Terms and your Portal, the terms and conditions set forth in your Portal shall control.

«Personal Data» means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws).

«Process» and «Processing» means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, including collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

«Payment Service Fees» means the service fee for the processing of payments as described on the Website or otherwise set out in your Order Form or on the Portal.

«Proposal» refers to a proposal for accounting or other professional services (“Professional Services”) that a Logged-In User has created through the Services to send to a Customer’s client.

«Service» means the online tax firm management services made available (as may be changed or updated from time to time by TaxDome) via the TD Platform or Website.

«Website» means the Internet site at the domain www.taxdome.com or any other site operated by TaxDome.

«TaxDome» means TaxDome, a Wyoming corporation, and all current and future subsidiaries or affiliates of TaxDome.

«TaxDome API» means the application program interface created, controlled, or owned by TaxDome through which Customers access the TD Platform and Services.

«TD Platform» means TaxDome’s proprietary cloud-based practice management software

platform.

«User» refers to the individual who has created an account to use the Services for their own benefit and / or on behalf of a company, partnership, association or other legal entity (a “Legal Entity”). When a User has created an account to use the Services and is logged in, they may be referred to in these Terms as a “Logged-in User”. The Legal Entity that the User is representing may be referred to in these Terms as a “Professional Services Provider”.

2. License for use of the service; identity authentication

The Service is licensed for use only under these Terms. TaxDome reserves all rights not expressly granted to you, including title and exclusive ownership of, and all intellectual property rights in or related to, the Service, any and all software or updates thereto, and source code for the Service.

Upon registering for the Service, TaxDome gives you the right and limited license to install the Service for use by the total number of Users you identify and authorize and for whom you have paid the applicable Fees. The Service may not be used or accessed by (a) individuals who are not named individuals; or (b) any other software or hardware device that does not require a named individual to use or access it. A named individual means an individual identified by you by name who is authorized to use the Service, regardless of how such access occurs or if such individual uses any hardware or software that reduces the apparent number of Users who are using the Service, such as by using a terminal service. The Service may not be used or accessed by any other software or hardware device that does not require an individual to use or access it. TaxDome reserves the right at any time to require you to provide a list of the named individual(s).

You may not rent, lease, license, sublicense, assign, lend, sell, redistribute or sublease the Service. These Terms will govern any upgrades provided by TaxDome that replace and/or supplement the original Service. You agree to use your best efforts to protect the Service and upgrades from unauthorized use, reproduction, distribution, publication, or alteration.

API usage and rate limits

You agree that your use of the TaxDome API (if applicable) and the TD Platform will not exceed the rate limits specified in our developer documentation or, in the absence of such documentation, a reasonable frequency as determined by TaxDome to ensure system stability.

TaxDome reserves the right to:

• Temporarily throttle or permanently suspend your access to the TaxDome API or TD Platform if your usage exceeds these limits or constitutes “Abnormal Usage.”
•  “Abnormal usage” means any activity that significantly exceeds the average usage patterns of our customer base, including but not limited to: aggressive polling (requesting data more frequently than once every 60 seconds), excessive concurrent connections, or any activity that disrupts the performance of the Service for other customers.

You may not use the TaxDome API for scraping, bulk data extraction (outside of standard backup tools provided by the TD Platform), or benchmarking without our prior written consent.

Right to suspend for system protection 

Notwithstanding anything to the contrary in this Agreement, TaxDome reserves the right to immediately suspend, discontinue, or terminate your access to the Service without prior notice if we reasonably believe that: 

1. Your use of the Service poses a security risk to the Service or any third party; 
2. You violate these Terms;
3. Your use constitutes a denial-of-service attack or places an undue burden on our infrastructure; or 
4. You are using automated tools (bots, scrapers, spiders) to access the Service in a manner that violates these Terms.

In the event of such a suspension, discontinuation, or termination, TaxDome will endeavor to provide you with notice and an opportunity to remedy the issue, provided that such notice does not jeopardize the security of the TD Platform.

3. Payment processing

In order to pay your Subscription Fees through the Services, you will be required to enter your first name, last name, email, phone number, billing address, credit card number, credit card expiry date, and card security code (CVC). This may be referred to in these Terms or the Privacy Policy as “Billing Information”. 

All payments are made using a secure https:// connection, and payment processing is handled through Payment Facilitator(s) as discussed in Section 11 below. Our Payment Facilitator currently accepts certain credit cards as payment options but these are subject to change without notice. Once transactions are accepted by the Payment Facilitator, they are processed in accordance with that Payment Facilitator’s terms. TaxDome and the Payment Facilitator are unaffiliated companies and TaxDome has no influence on the operations of the Payment Facilitator. TaxDome and / or its representatives shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of the Payment Facilitator. 

All Billing Information is collected by the Payment Facilitator, on their own secured servers. TaxDome does not have access to any credit card information, nor can it be responsible for any breach of information caused by faulty programming or malicious users on the servers of the Payment Facilitator. Non-financial information will, however, be available to TaxDome for invoice-making and record-keeping purposes.

4. Term and fees

Provided prior notice of pricing is given to you, TaxDome reserves the right to charge you for use of the Service on a periodic (e.g., weekly or monthly) basis, on a user, per-feature or per-client basis, or as otherwise set forth at your time of payment or in an order form between you and TaxDome (an “Order Form”), as applicable. These Terms shall begin upon your registration for the Services and shall continue until your use of the Service is terminated by you or by TaxDome. You are responsible for all fees due to TaxDome and any compensation due prior to the termination date.

5. Other terms

If these Terms change or are terminated, the Service and all updates may cease to properly function, and all rights, obligations, and warranties, express or implied, regarding the Service shall terminate (or, in the event the Terms are changed, all rights, obligations, and warranties under the old Terms shall terminate). Your rights under these Terms will automatically terminate without notice from TaxDome if you fail to comply with any provision of these Terms. Further, TaxDome may terminate the Service for any action taken by you that TaxDome believes in its sole discretion is an inappropriate use of the Service even if not specifically detailed by these Terms, including any use of the Service that is prohibited by federal, state, or local law. Any warranty regarding the Service will automatically terminate without notice if you fail to comply with any provision of these Terms. The parties expressly acknowledge and agree that all provisions of these Terms that concern TaxDome’s rights and remedies, including intellectual property rights, shall remain in full force and effect notwithstanding termination of any warranty or use of the Service.

6. Proprietary nature of the service

The Service and TD Platform are proprietary to, and valuable trade secrets and/or intellectual property rights of TaxDome. You acknowledge the Service contains proprietary content, information, and material that is protected by applicable intellectual property and other laws, including, but not limited to, copyright, trademark, and service marks, and that you will only use such proprietary content, information, or materials for permitted uses under these Terms. The Service is entrusted to you only for the purposes set forth in these Terms. You will not reverse engineer, duplicate, translate, modify, copy, printout, disassemble, decompile or otherwise tamper with the Service or any software provided therewith. 

You may not, and will not cause any third party or agent to, engage in unauthorized access, monitoring, interference with, or use of the Services or third party accounts, information (including Personal Data), computers, systems or networks, including scraping, accessing, or downloading content that does not belong to you or that you are not authorized to access, or training or developing artificial intelligence or machine learning models or related technology using information derived from the Services, without TaxDome’s prior authorization; without limiting the foregoing prohibition, you may not scrape, mass download, or otherwise exceed your rights herein with respect to any content on the Services, or otherwise circumvent or cause a third party or agent to circumvent the terms of any part of the Services or a third party integration, including without limitation access controls. 

The parties acknowledge that any violation of this Section 6 will cause irreparable harm to TaxDome. As a consequence, the parties agree that if you fail to abide by these Terms, TaxDome will be entitled to (i) suspend or terminate your access to the Service or any part thereof, or (ii) seek specific performance, including immediate issuance of a temporary restraining order or preliminary injunction enforcing these Terms, without the need to post a bond or other surety, as well as damages caused by such breach, in addition to any other remedies provided by law.

7. Consent to use of data

You agree that TaxDome may collect and use technical data and User information as described in our Privacy Policy, including, but not limited to, information about you and your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of customization, updates, and other services to you (if any) related to the Service. TaxDome may use this information, to improve the Service or to provide services or technologies to you. TaxDome treats Personal Data differently from general information. Personal Data can be used to identify, locate or contact you. General information is information that is not Personal Data and is not associated with Personal Data. TaxDome may convert Personal Data into general information by excluding information that is personally identifiable such that the resulting general information cannot be re-identified. You acknowledge that general information belongs to TaxDome and that TaxDome has the right to use such general information as it determines at its sole discretion. TaxDome may Process information in the country where it was collected, as well as other countries (including the United States) where laws regarding Processing of Personal Data may be less stringent than the laws in your country. TaxDome uses Personal Data for its own internal purposes, including contacting you via email to inform you about updates to the Service, and providing you with information relating to transactions that you conduct on the Website. 

TaxDome may provide Personal Data to third parties who Process it in accordance with TaxDome’s instructions in order for TaxDome to provide Services to you such as third party integrations and processing payments for use of the Service. TaxDome reserves the right to disclose your information if TaxDome has a good-faith belief that the disclosure is (a) required by law, regulation, or legal process; (b) appropriate to detect, prevent, or remedy violations of these Terms, fraud, security, or technical issues; or (c) permitted in order to protect TaxDome, other Users, or the public. If TaxDome is involved in a change of control through sale of assets or otherwise, we will give notice before your Personal Data is transferred or becomes subject to a different privacy policy.

8. Content and linking to other websites

The Service may enable access to TaxDome. The application may display, include, or make available content, data, information, applications or materials from third parties, including your data, or provide links to additional third-party websites («Data and Materials»). By using the Service, you acknowledge and agree that TaxDome is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright or trademark compliance, legality, decency, quality or any other aspect of the third-party websites. TaxDome does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any Data and Materials on third-party websites. To the extent you choose to access such websites, you do so at your own initiative and are responsible for compliance with any applicable laws, including, but not limited to, applicable local laws. TaxDome reserves the right to change, suspend, remove, or disable access to the Websites at any time without notice. In no event will TaxDome be liable for the removal of or disabling of access to any such websites. TaxDome may also impose limits on the use of or access to certain websites, in any case and without notice or liability. You agree to use the websites at your sole risk and that TaxDome shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable.

9. User content

You agree that all information, data, text, sound, photographs, graphics, video, software, or other materials submitted, posted or displayed by you on or through the Service («User Content») is your sole responsibility. Subject to the following provisions of this Section, TaxDome claims no ownership or control over any User Content. By submitting, posting or displaying User Content on or through the Service, you grant TaxDome a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, and adapt, such User Content to provide the Service to you. By submitting, posting or displaying User Content which is intended to be shared or made available to the general public, you grant TaxDome a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content through the Service and for the purpose of promoting TaxDome and its Services.

As a condition of using the Service, you agree not to use the Service to infringe the intellectual property rights of others in any way. You represent that you have the right to grant, or that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant, the license stated above. If you post User Content in any public area of the Service, you also permit any User to access, display, view, store, and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content placed in the Service retains any and all rights that may exist in such User Content.

TaxDome may review and refuse to accept or remove any User Content at its sole discretion. TaxDome reserves the right to expel Users and prevent their further access to the Services for violating these Terms or applicable laws, rules, or regulations. TaxDome may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for TaxDome, damage TaxDome’s public image or business. It is TaxDome’s policy to terminate the accounts of any Users who are repeat infringers of the copyrights, or other intellectual property rights, of others.

Any profile you submit must accurately describe you, as an individual person, or an agency or organization that you are authorized to create a profile for. Profiles derived from User Content may be made available through the Service. TaxDome does not make any representations regarding the accuracy or validity of such derived profiles, which may differ significantly from User Content.

10. Licensing and Users

a. Your Order Form specifies whether your license to the TD Platform is on a per-license or enterprise basis. 

b. If you are using TaxDome on an enterprise basis, each enterprise license grants you and your authorized users the right to use and access the system. 

c. If TaxDome is sold on a per-license basis pursuant to an Order Form, each license grants the purchaser the right for one user to access and use the system at any given time. If multiple users need access simultaneously, additional licenses must be purchased. 

d. In all instances, no TaxDome license is transferrable without the prior written consent of TaxDome. You and your users are prohibited from sharing TaxDome login credentials with others. Unauthorized use or sharing of licenses or credentials may result in the immediate suspension or termination of your or the user(s) account(s). 

11. Client terms

If you are a client of a Customer accepting a Proposal and / or making a payment of Professional Services Fees through the Services, in addition to the other portions of these Terms that are applicable to you, you acknowledge and agree to the terms as outlined in this section of the Terms.

a. Acceptance of Proposals, Recurring Invoices; legal relationship

By clicking or tapping the acceptance box upon reviewing the Proposal or Recurring invoice and “signing” by entering your name: (i) you agree to pay the Professional Services Provider the price quoted for the Professional Services outlined in the Proposal; and (ii) you agree to abide by the additional terms (the “Professional Services Terms”) that are presented to you upon acceptance, which are strictly between you and the Professional Services Provider. TaxDome is in no way a party to the legal relationship (included but not limited to the Professional Services Terms) between you and the Professional Services Provider. The Professional Services Provider alone is fully responsible for its services and any and all loss, injuries, damages (pecuniary or otherwise), claims, liabilities and costs suffered by you, caused in whole or in part by the Professional Services Provider, the Professional Services, or any violation of the Professional Services Terms, and TaxDome disclaims any responsibility thereto.

b. Payment of Professional Services Fees; Payment Facilitators

As a client of a Customer, you may be making a payment of Professional Services Fees to the Professional Services Provider through the Services. Payment of Professional Services Fees may be made via bank ACH transfer or credit card, depending on what the Professional Services Provider has allowed. Credit card information and bank information storage, and payment processing are handled by third party providers collectively referred to in this section of the Terms or in the Privacy Policy as “Payment Facilitators”.

TaxDome and the Payment Facilitators are unaffiliated companies and TaxDome has no influence on the operations of the Payment Facilitators. TaxDome and / or its representatives shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of the Payment Facilitators.

By making a payment through the Services, you acknowledge and agree that:

• You are authorizing TaxDome, via the Payment Facilitators, to make periodic debits and / or process payments on behalf of the Professional Services Provider and that TaxDome is acting as an agent for the Professional Services Provider;
• You are authorizing the applicable Payment Facilitator to facilitate the payment(s) of Professional Services Fees;
• TaxDome does not provide any services other than the collection services pursuant to your dealings with the Professional Services Provider and has no express or implied liability in regard to the Professional Services provided by the Professional Services Provider;
• The amount of Professional Services Fees agreed between you and the Professional Services Provider will be debited or processed by TaxDome from your account or credit card according to the Professional Services Terms with the Professional Services Provider;
• “TaxDome” may appear as the merchant for payments debited or processed from your account or credit card and notwithstanding that fact, you agree that TaxDome will not be held liable for any disputed transactions resulting in the non-supply of Professional Services by the Professional Services Provider;
• You are authorizing TaxDome to vary the amount of the Professional Services Fees from time to time as may be agreed by you and the Professional Services Provider, and to vary the amount of the payments upon receiving instructions from the Professional Services Provider of the agreed variations. You agree that you do not require TaxDome to notify you on such variation to the debit or charged amount;
• You must contact the Professional Services Provider directly if you wish to alter, stop or cancel any debit or payment arrangement of Professional Services Fees;
• If paying by ACH bank transfer, it is your responsibility to ensure that there are sufficient cleared funds in your nominated account to enable the debit to be honored by the debit date. If there are insufficient funds available, you agree that TaxDome will not be held responsible for any fees and charges that may be charged (including chargebacks) by its financial institution, and you agree to indemnify, defend, and hold TaxDome harmless for all such amounts;
• If a debit or payment is returned to TaxDome as unpaid, a failed payment fee may be payable to TaxDome and you will be responsible for any fees or charges applied for each unsuccessful debit attempt together with any collection fees and attorney’s fees as may be incurred by TaxDome;
• TaxDome has the authority to attempt to re-process any unsuccessful payments of Professional Services Fees as advised by the Professional Services Provider;
• All disputes regarding Professional Services Fees (whether between you and the Professional Services Provider, or you and a financial institution and/ or Payment Facilitator) will be directed to the Professional Services Provider as TaxDome is acting only as the agent of the Professional Services Provider;
• In the event of any disputed payments, you must direct such dispute to the Professional Services Provider and your financial institution;
• In the event a claim is made, TaxDome will not be liable for the refund of any funds or payments, and you agree to reimburse TaxDome for any losses incurred as a result of any claim made against TaxDome, further to the indemnification provision below in these Terms;
• You are also subject to the additional provisions regarding disputes as found in Section 19 of these Terms to the extent it applies to you.

12. Intellectual property rights

Trademarks

The trademarks, trade names, trade dress, logos, and service marks (collectively, the «Trademarks») displayed on www.taxdome.com are the registered and/or unregistered Trademarks of TaxDome or such other third party that may own the displayed Trademarks. Nothing contained on this Website, on the TD Platform, or in these Terms grants to you, by implication or otherwise, any license or right to use any Trademarks displayed on this Website without the written permission of TaxDome or such other third party that may own the displayed Trademarks.

Site contents and copyright

The text, Trademarks, logos, images, graphics, photos, video files, application functionality, or any other digital media, and their arrangement on this Website («Website Content») are all subject to patent, copyright, trademark, and other intellectual property protection. Website Content may not be copied for commercial use or redistribution, nor may Website Content be modified, processed, or reposted to other websites. Access to and uses of this Website are solely for your purchase of our Services or for personal use, information, education, and communication with TaxDome or www.taxdome.com. You may download, copy or print the Website Content of this Website for your personal non-commercial use only. No right, title, or interest in any of the Website Content of this Website is transferred to you as a result of any downloading, copying, printing, or use of this Website. All rights not expressly granted to you by these Terms are reserved by TaxDome.

Identification of agent to receive notification of claimed copyright or trademark infringement

If You believe that your copyrighted work or trademark has been uploaded, posted or copied to the Service and is accessible in a way that constitutes copyright or trademark infringement, please contact TaxDome by email at [email protected].

13. Disclaimer of warranty

You expressly acknowledge and agree that use of the Services and the TD Platform is at your sole risk. TaxDome cannot and does not warrant the Services will meet your requirements, that the operation of the Services will be uninterrupted or error-free, or that defects in the Services will be corrected. As such, you shall not rely exclusively on the Services for any reason. The Services, the Website, and the TD Platform and anything related thereto are provided «as is» and «as available», with all faults and without warranty of any kind, and TaxDome hereby disclaims all warranties and conditions with respect to the service and anything related thereto, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, and non-infringement of third party rights. No oral or written information or advice given by TaxDome or its authorized representative shall create a warranty.

14. Privacy and cybersecurity indemnification

You agree that the TaxDome Services and TD Platform are used to Process information and Personal Data that you provide on an individual basis or by way of a transfer by a business entity under these Terms. For purposes of these Terms you are designated the Data Controller and TaxDome is designated as the Data Processor. If TaxDome’s Processing of Personal Data is subject to General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK GDPR, the CCPA, or any other Data Protection Law requiring terms of our DPA, you further agree and acknowledge your obligations as the Data Controller under the DPA.

To the fullest extent permitted by law for all Personal Data that you collect, Process via the Services or maintain on the TD Platform, you shall indemnify and hold TaxDome, and its respective officers, directors, trustees, shareholders, employees, and agents (each an «Indemnified Party»), harmless from and against any and all damages and liabilities or third party claims against any Indemnified Party, for loss, cost, damage, or expense of every kind and nature (including, without limitation, penalties imposed by law, regulations, rules by any regulatory authority, court costs, expenses, and reasonable attorneys’ fees) to the extent arising out of, relating to privacy and cybersecurity requirements, including without limitation, failure to comply with Articles 5 to 21, and 32 to 37 of the GDPR, or resulting from, in whole or in part, the breach or non-compliance with these Terms or the omission, negligence, gross negligence or willful misconduct by you or any of your representatives.

15. Limitation of liability

TaxDome shall not be responsible for any loss or damage to you or any third parties caused by the Service or information contained in the Service. You waive any and all claims you may have against TaxDome arising out of the performance or nonperformance of the Service. You specifically waive any and all claims you may have against TaxDome as a result of incorrect information content displayed by the Service or changes to content made by you. TaxDome shall not be liable for any direct, indirect, special, incidental, or consequential damage, whether based on contract or tort or any other legal theory, arising out of any use of the Service or any performance of these Terms, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the Service, even if TaxDome has been advised of the possibility of such damages. In no event shall TaxDome’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount actually paid by you to TaxDome for the Service in the 365 days immediately preceding the date that TaxDome receives notice of a claim in writing from you. The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.

IN ADDITION, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THIS SECTION OR ELSEWHERE IN THESE TERMS MAY NOT APPLY TO YOU.

16. Consent to electronic communications

Subject to any additional consent required by Data Protection Laws, by registering to use the Service or TD Platform, by sending us emails, or text or voice messages, you are communicating with us electronically. And in doing so, you expressly consent to receive communications from us electronically via email, fax, push notification, or voice or text message, whether pre-recorded or auto-dialed («Digital Means»). We will communicate with you by Digital Means, or by posting notices on the Services or TD Platform. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. For the Services and TD Platform that integrate with mobile functionality, your carrier’s normal messaging; data, and other rates and fees will still apply.

17. International users consent to cross-border transfers of personal data

For those TaxDome Users located outside the United States, you acknowledge and expressly consent to TaxDome’s use of your Personal Data and further acknowledge that TaxDome’s Processing of Personal Data is required to perform the Services or use the TD Platform. Further, at times Personal Data will be accessible by individuals who are located worldwide including in countries that the European Commission or other geopolitical authorities have not determined to provide the same level of data protection as in your country, province, territory, or geopolitical region and that such information may be accessed by the courts, law enforcement and national security authorities of such jurisdictions. By providing us with your Personal Data, you are consenting to our use of it in accordance with these Terms, including the transfer of your information across international boundaries to jurisdictions anywhere in the world as permitted by local law.

18. No rights granted; non-assignability

These Terms do not constitute a grant or an intention or commitment to grant any right, title, or interest in the Service or TaxDome’s intellectual property rights or trade secrets to you. You may not sell or transfer any portion of the Service to any third party. You shall not identify the Service as coming from any source other than TaxDome. These Terms are exclusive and personal to you. You shall not assign or otherwise transfer any rights or obligations under these Terms.

19. Miscellaneous provisions

• Choice of Law. Regardless of the place of execution, delivery, performance or any other aspect of these Terms, these Terms and all of the rights of the parties under these Terms shall be governed by, construed under, and enforced in accordance with the procedural and substantive law of the State of Wyoming, United States of America, to the exclusion of any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of these Terms to the substantive law of another jurisdiction.
• Jurisdiction. You consent to personal jurisdiction in any of the state and federal courts sitting in or with jurisdiction over Chicago, Illinois, United States of America, and agree that any suit arising under these Terms shall exclusively be commenced and maintained in such courts.
• General Indemnity. You agree to indemnify and hold TaxDome, its affiliates and subsidiaries, and each of its or their respective officers, directors, agents, and employees, harmless from and against any and all claims, demands, proceedings, losses, and damages (actual, special, and consequential) of every kind and nature, known and unknown, including reasonable attorney fees, made or asserted by any third party due to or arising out of your breach of these Terms or your violation of any law or the rights of any third party.
• Attorney Fees and Expenses. In a dispute arising out of or related to these Terms, TaxDome shall have the right to collect reasonable attorney fees and costs and necessary expenditures from you.
• Severability. If a court finds any provision of these Terms invalid or unenforceable, the remainder of these Terms shall be interpreted so as to best effect the intent of the parties.
• Effect of Waiver. The failure to exercise any right provided in these Terms shall not be a waiver of prior or subsequent rights.

20. Suggestions and feedback

TaxDome welcomes feedback or inquiries about the Service. If you elect to provide any feedback or comments of any nature to TaxDome, all feedback and comments shall be the sole and exclusive property of TaxDome, and TaxDome shall have the right to use such feedback in any manner and for any purpose in its exclusive discretion without remuneration, compensation, or attribution to you. TaxDome is under no obligation, however, to use such feedback.

21. Paid subscriptions

Cancellation. You can cancel your subscription until 7 days before the renewal date. This help article describes how to cancel your TaxDome subscription.

Payments for TaxDome subscriptions (“Subscription Fees”) and team member licenses are not refundable.

The Service is provided ’as is’. You may have the chance to review the product and its features during any free trial granted by TaxDome, which will be governed by these Terms in addition to any terms set forth by TaxDome at the start of the trial. Your purchase of the subscription indicates that you have familiarized yourself with the product and find it suitable for your needs. If you have an issue with your account or think there’s been an error in billing, please contact us for more help. For more information, please review our Refund Policy.

Your paid TaxDome subscription (“Paid Subscription”) will remain in effect until it’s canceled or terminated under these Terms. If you don’t pay for your Paid Subscription on time, we reserve the right to suspend your TaxDome Service.

Price Changes. We may change the Fees in effect on renewal of your subscription, to reflect factors such as changes to our product offerings, changes to our business, or changes in economic conditions. We’ll give you no less than 14 days’ advance notice of these changes via a message to the email address associated with your account and you’ll have the opportunity to cancel your subscription before the new fee comes into effect.

22. Legal notice

TaxDome may modify these Terms or any additional terms, and such modification shall be effective and binding on you upon notice by TaxDome via updating the “last updated” date above or via email to the email account provided by you upon registration for the Service. Continued use of the Services after the Terms have been modified constitutes your agreement to such updated Terms. If you do not agree to any modification of these Terms, you should discontinue your use of the Service.

Communications made through the Website or any email or contact links provided thereon shall in no way be deemed to constitute legal notice to TaxDome or any of its officers, employees, agents, or representatives, such as where notice to TaxDome is required by contract, or any federal, state, or local laws, rules, or regulations.

You may provide notice to TaxDome at [email protected]

23. Eligibility

In order to use the Service, you must: (i) be at least eighteen (18) years old and able to enter into contracts; (ii) complete the account registration process; (iii) agree to these Terms and the Agreement; (iv) provide true, complete, and up-to-date contact and billing information; (v) not be based in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a «terrorist-supporting» country; and (vi) not be listed on any U.S. government list of prohibited or restricted persons. By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise. TaxDome may refuse service, close accounts of any Customer, and change eligibility requirements at any time.

24. Compliance with laws

You represent and warrant that your use of the Service will comply with all applicable laws and regulations, including all Data Protection Laws. You are responsible for determining whether the Service is suitable for you to use in light of your obligations under any laws and regulations, including GLBA, Data Protection Laws, United States export control laws and regulations, and economic sanctions laws and regulations, or other applicable laws. TaxDome is not liable if your use of the Service violates any laws or regulations to which you are subject. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or any other applicable laws. You represent and warrant that you have obtained valid consent or have another valid legal basis for all data, including Personal Data, you upload to, store, or Process with the Service.

You further agree, represent, and warrant to TaxDome that: (i) you will obtain and maintain all necessary permissions and valid consents or other valid legal bases required to lawfully transfer data to TaxDome and to enable such data to be lawfully collected, Processed, and shared by TaxDome for the purposes of providing the Service, improving and training our products and Services as set forth herein and in our Privacy Policy, or as otherwise directed by you; (ii) you will not use the Services for any improper, illegal, or unethical purposes, including without limitation to violate any applicable federal, state, local, or international law; and (iii) to the extent TaxDome processes your data or information protected by Data Protection Laws as a Data Processor on your behalf, you and TaxDome shall be subject to and comply with the TaxDome Data Processing Addendum, which is incorporated into and forms an integral part of these Terms and the Agreement. TaxDome’s DPA sets out your and TaxDome’s respective obligations with respect to data protection and security when Processing your data on your behalf in connection with the Services. You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses that result from your breach of this Section.

25. Early access program terms

1. Eligibility and participation

Only invited firms are allowed to participate in the Early Access Program («Program») and are required to be in good standing (e.g., up to date billing). Enrollment is on a firmwide basis and not available to individual users. By enrolling in this program, your entire firm agrees to participate.

Enrollment is conducted through completing an assigned form and further approval by TaxDome .

The TaxDome Terms apply to your use of the Program (including the Privacy Policy). 

In the event that you are no longer a customer of TaxDome, your participation in the Program and your use of all of its Services will be terminated.

2. Early access program services

The Program is a rollout of new features designed specifically for early adopters who want to help ensure that the final release is most beneficial to the wider TaxDome community. Program firms will receive new features before they are rolled out to all firms.

By agreeing to and complying with these Terms, we grant you non-exclusive, revocable, non-transferable, limited access to the Program’s Services.

We reserve the right, at any time and without notice, to remove or permanently or temporarily suspend access to the Program based on the TaxDome Product Team’s ability to revise, modify or refine the functionality in early access at any time.

3. The Program Services are ‘As Is’

By accepting these Terms or using the Program, you understand and acknowledge that the Services are made available on an «As Is» or «As Available» basis. The Services may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. Should you encounter issues with updates, you are required to fill out a bug report.

4. Feedback

The Program is made available to you for the purposes of evaluation and feedback without any compensation or reimbursement of any kind from TaxDome. You acknowledge the importance of communication between you and TaxDome during your use of the Services and agree to receive related correspondence and updates from us. In the event you request to opt out from such communications, your participation in the Program will be terminated, and your use of the applicable Services will likewise be discontinued.

As part of using the Services, you will be asked to provide feedback regarding your use of the Services. You acknowledge that TaxDome owns any feedback provided, and you hereby grant to us, if for any reason it is further needed, a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any of our products or services at any time at our sole discretion. If we choose to publish such feedback, we will either do so in a way that does not identify you or seek your consent in the event we do wish to identify you.

We may also monitor how you use the Services and use that information to improve the Services.

5. Intellectual property

You agree that we own all legal rights, title and interest in and to the Program and the Program Services, including all intellectual property rights, and except for the license provided herein, no other rights or permissions to any of the TaxDome Services is granted.

Nothing herein gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. Except to the extent permitted by law, you may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code in connection with the Program Services and/or any other aspect of TaxDome technology, except as permitted by us.

6. Term and terminations

These Terms will remain in effect for as long as you use the Program Services. Upon termination, you will cease using the Program Services.

These Terms will automatically terminate upon any breach by you of any of your obligations hereunder including breach of confidentiality obligations. Your breach of any of your obligations under the Agreement may result in your immediate termination from use of other Services.

7. Modification and termination

We reserve the right to modify or terminate the Program or the Services, or your use of the Services, to limit or deny access to the Services and/or participation in the Program, at any time, at our sole discretion, for any reason, with or without notice and without liability to you. You may discontinue your use of the Program Services and/or your participation in the Program at any time.

8. Disclaimer of warranties

We disclaim all representations and warranties regarding the Program and Program Services. You acknowledge that using the Program Services is at your own risk.

9. Indemnification

You agree to hold harmless and indemnify TaxDome, our officers and employees from and against any third-party claim arising from or in any way related to (i) your breach of the Terms, (ii) your use of the Program Services and/or your participation in the Program, or (iii) your violation of applicable laws, rules or regulations in connection with the Services.

10. Confidentiality

You acknowledge and agree that: (i) the Program and the Services constitute Confidential Information as defined in the Terms; (ii) you acknowledge that the successful market launch of the commercial versions of the Program Services requires you to keep all TaxDome data and information discussed and/or made available through or contained in the Program, including, without limitation, the Services, strictly confidential; (iii) the premature release of any of the Confidential Information would damage TaxDome’s competitive and intellectual property interests; and (iv) information about the Services shall not be shared with anyone other than other authorized users of the Services, which may include users of your TaxDome Account.

11. General

Changes to Terms. We reserve the right to make changes to these Terms from time to time and may or may not notify you in such an event. You understand and agree that if you use the Program Services after the date on which the Terms have changed, we will treat your use as acceptance of the updated Terms.

26. TaxDome AI 

TaxDome has implemented and will continue to implement certain aspects of the Service that utilize machine learning, large language models, or other artificial intelligence capabilities (“TaxDome AI”), both internally developed and using third party models, which may change from time to time. By using any TaxDome AI feature, or continuing to use the Service, you agree to the below supplemental AI Terms.

1. Use of Data. Subject to (i) our Data Processing Addendum, and (ii) any consent or notices required by applicable law, you acknowledge and agree that TaxDome will use Anonymized Data and Aggregate Data to test, improve, monitor, and otherwise provide the Services as detailed in our Privacy Policy. For example:
   1. To provide, support, maintain, secure, analyze, and improve TaxDome AI and TaxDome’s other products and Services. ;
   2. To test new TaxDome AI features, Services, or other products.
2. Beta. Certain TaxDome AI features may be provided as beta, preview, or limited-release functionality. Beta AI Features are provided “as is” and may be modified or discontinued at any time.
3. Output. TaxDome AI Features are designed to assist you and do not replace human judgment.
   1. You are solely responsible for reviewing and approving any Output before use or reliance. “Output” means text or other results generated by TaxDome AI features in response to your prompts or other inputs. Output may be inaccurate, incomplete, offensive, or not fit for a particular purpose. Output is generated probabilistically and may reflect limitations, biases, or errors.
   2. You should review Output before relying on it, publishing it, or communicating it to employees or third parties.
   3. You agree not to use TaxDome AI features or Output as the sole basis for decisions that produce legal or similarly significant effects on individuals (including tax-related decisions) without appropriate human review and compliance checks.
4. Restrictions.
   1. You may not use TaxDome AI to (1) generate or disseminate unlawful content, (2) violate privacy or data protection laws, (3) infringe intellectual property rights, or (4) attempt to reverse engineer, extract, or replicate underlying models.
   2. You agree not to submit to TaxDome AI features any data that you are not authorized to process or transmit, including sensitive Personal Data as defined by applicable law, unless you have implemented appropriate safeguards and obtained required notices/consents from the owner of that Personal Data. 
   3. TaxDome may implement rate limits, content filters, and other controls to prevent abuse or security risks and may suspend access to TaxDome AI features for suspected misuse.
5. No Warranty.
   1. THE TAXDOME AI IS PROVIDED “AS-IS,” EXCLUSIVE OF ANY WARRANTIES WHATSOEVER. TAXDOME DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED RELATED TO THE TAXDOME AI, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT. THE TAXDOME AI MAY CONTAIN BUGS OR ERRORS. ANY USE OF THE TAXDOME AI DURING THE TERM IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT TAXDOME AT ANY TIME IN ITS SOLE DISCRETION MAY DISCONTINUE OR OTHERWISE NOT RELEASE ANY TAXDOME AI. 
   2. Any liability relating to TaxDome AI features is subject to the limitations of liability and exclusions set forth in Section 15 above.
6. Third Party Service Providers. The TaxDome AI features are powered by technology provided by third party public models. By using TaxDome AI features, you agree to:

1. TaxDome using  third party models to process your data as described in the TaxDome Privacy Policy;
2. Follow the acceptable-use and prohibited-use policies of the AI providers TaxDome uses for the features you use, where you interact directly with those third parties.

1.  Consent. To the extent we allow you to input Personal Data about individuals other than yourself, you represent and warrant that you have complied with all applicable laws, provided required notices, and received the proper authority or consent to allow us to collect and process such information to operate our business, in accordance with our Privacy Policy. TaxDome will have no responsibility for, and you agree to defend, indemnify, and hold TaxDome harmless against, any liability for your breach of the foregoing warranty. 
2. TAXDOME DOES NOT INFORM YOUR CLIENTS OR OBTAIN THEIR CONSENT ON YOUR BEHALF. WHERE A CLIENT SHOULD BE EXCLUDED FROM TAXDOME AI PROCESSING, TAXDOME WILL EXCLUDE THAT CLIENT AT YOUR REQUEST.