Terms of Service

Last updated: February 24, 2024

Welcome to StanfordTax, a service designed to simplify the way tax professionals collect tax-related information from their clients.

These StanfordTax Terms of Service (the “Terms”) constitute a binding agreement between you and StanfordTax, Inc. (“StanfordTax,” “we,” or “us”) with respect to your access to or use of the Service (as defined herein). The Service is offered subject to your acceptance, without modification, of all terms and conditions set forth herein.

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICE OR ANY PORTION THEREOF IN ANY MANNER (WHETHER AUTOMATED OR OTHERWISE), YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE STANFORDTAX PRIVACY POLICY (COLLECTIVELY, THE “AGREEMENT”); (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICE.

STANFORDTAX MAY REFUSE ACCESS TO OR USE OF THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT. THIS AGREEMENT IS VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE ARE REVOKED IN SUCH JURISDICTIONS.

“You” as used herein means the natural person or entity that has agreed to be bound by this Agreement, including, without limitation, (i) enterprises that purchase or otherwise register for access to the Service on a subscription or other basis (a “Subscriber”), (ii) individual employees or representatives of a Subscriber who access or use the Service as an authorized user of such Subscriber (an “Authorized User”), or (iii) a person or entity, other than a Subscriber or Authorized User, to whom Subscriber provides services and who, in furtherance of and to facilitate Subscriber’s provision of such services, is permitted access to and use of certain portions or functionalities of the Service through the Client Organizer (as defined herein) (a “Client User”).

The Service

StanfordTax operates an online service through its website with a homepage at www.stanfordtax.com (the “Site”), and through the white-labeled client organizer at https://clients.stanfordtax.com (the “Client Organizer”). The features, content, tools, applications, application program interfaces, widgets and other tools and services included on the Site or Client Organizer (collectively, the “Service”), facilitates tax professionals in the collection of tax-related information from their clients. The scope of your access to the Service may be determined or otherwise limited by the terms of the applicable Subscription Plan (as defined herein) selected by Subscriber, which Subscription Plan will be identified and described on an order form executed by Subscriber and StanfordTax and incorporating these Terms, or through such other ordering process (including via telephone, email, or online registration) as may be permitted by StanfordTax from time to time (an “Order”). StanfordTax may choose not to accept Orders at its sole and absolute discretion, and all Orders accepted by StanfordTax shall be subject to the terms and conditions of this Agreement.

Changes to the Agreement

StanfordTax reserves the right to modify or change this Agreement and its terms, as well as the fees and other amounts charged for the Service, at any time and in its sole discretion. Any modifications or changes will be effective immediately upon posting at the Site, unless otherwise specified in the updated Agreement. You waive any right you may have to receive specific notice of any modifications or changes, except as otherwise required by law. Your continued access to and use of the Site and Service confirms your acceptance of this Agreement and any changes or modifications made to the Agreement. You should review these Terms and the Privacy Policy  frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Site and Service.

Access to the Service

  1. Subscribers and Authorized Users. Subject to and conditioned upon Subscriber’s compliance with the terms and conditions of this Agreement, StanfordTax will provide to Subscriber’s Authorized Users access to and use of the Service, in accordance with Subscriber’s Subscription Plan and during Subscriber’s paid-up subscription period as set forth in the Order.

  2. Client Users. Subject to and conditioned upon Client User’s compliance with the terms and conditions of this Agreement, StanfordTax will provide to Subscriber’s Client Users, in accordance with Subscriber’s Subscription Plan and during Subscriber’s paid-up subscription period, access to and use of those portions of the Service accessible through the Client Organizer. The Client Organizer serves as a portal and is the Client User-facing portion of the Service through. After providing appropriate log-in or other credentials, a Client User may, among other things, submit or upload Client Content (as defined herein) through the Client Organizer.

  3. Limitations. The rights granted under this Section are non-exclusive, non-transferable (except in accordance with Section 20(d) hereof), non-sublicensable, and revocable (in accordance with the terms hereof). StanfordTax may suspend or terminate Subscriber’s or any Authorized User’s or Client User’s access to the Service or any component thereof if StanfordTax reasonably determines that Subscriber or such Authorized User or Client User has violated any term or condition of this Agreement. Subscriber will be liable to StanfordTax for any violation of the terms and conditions of this Agreement by Subscriber or any Authorized User or Client User.

  4. Rights of Subscriber. Subscriber may, at any time and in its sole discretion, revoke or limit the access of any Authorized User or Client User to the Service. If, at any time, Subscriber ceases to classify an entity or individual as an Authorized User or Client User hereunder, and informs StanfordTax via email at support@stanfordtax.com, all rights of such person or entity to access or use the Service, including through the Client Organizer (as applicable), shall immediately cease.

User Accounts

In order to access and use the Service or certain features thereof, you may be required to establish a StanfordTax user account (a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration or login form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account (or, if you are a Subscriber, through the User Accounts of your Authorized Users and Client Users), regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account, and shall immediately notify StanfordTax of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, and other credentials. You will cooperate fully with StanfordTax and take all actions that StanfordTax reasonably deems necessary to maintain or enhance the security of the Service, StanfordTax’s computing systems and networks, and your access to the Service. StanfordTax is not and shall not be deemed liable for any loss or damage to you arising from your (or, if you are a Subscriber, your Authorized Users’, or Client Users’) failure to comply with this Section 4.

Restrictions

You shall not (and, if you are a Subscriber, you shall ensure that your Authorized Users and Client Users do not): (i) copy, reproduce, modify, decompile, disassemble, or reverse engineer the Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Service, or use any of the Service for time sharing or similar purposes for the benefit of any third party; (iii) remove any copyright or proprietary notices contained in the Service or any output thereof; (iv) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Service; (v) access the Service via any bot, web crawler or non-human user; (vi) access or use (or permit a third party to access or use) the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; (vii) make any use of, or take any other action with respect to, the Site or Service or any component thereof in a manner that violates applicable law or any provision of this Agreement; or (viii) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services or StanfordTax’s provision of services to any third party, in whole or in part; or (ix) use the Services for any discriminatory or prejudiced purposes, including but not limited to analyzing, profiling or targeting someone’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, age, gender, sex life, sexual orientation, criminal convictions, disability, health status or medical condition.

Client Content

As between you and StanfordTax, you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Content, and you agree to indemnify, defend, and hold harmless StanfordTax (and any Indemnified Parties, as defined below) from any claims, damages, liabilities, costs, or expenses (including reasonable attorney’s fees) arising out of or related to any Client Content you provide and other information, materials, or content that you (or, if you are a Subscriber, that an Authorized User or Client User) uploads, inputs, or posts, or authorizes for upload or input or posting, to or otherwise in connection with the Service. Without limiting the generality of the foregoing, you shall not (nor, if you are a Subscriber, shall you permit any Authorized User or Client User to) upload, input or post (or authorize the upload, input or posting of) any Client Content or other information, materials or content that (i) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (ii) violates any applicable law, (iii) is, or is likely to be considered, immoral, libelous, tortuous, defamatory, threatening, vulgar, or obscene or harmful to minors, or (iv) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. You acknowledge and agree that StanfordTax does not, nor is it obligated to, monitor or police any communications or data, information, materials, or content (including Client Content) transmitted through or posted to the Site or the Service. You are solely responsible for any and all content you or your Client Users upload or post, and StanfordTax will not be responsible for such data, information, materials, or content (including Client Content). Notwithstanding the foregoing, however, StanfordTax may, at its option and in its sole discretion, without notice to you, remove or delete from the Site or Client Organizer any data, information, materials, or content (including any Client Content) that StanfordTax determines violates the terms of this Agreement. For purposes of this Agreement, “Client Content” shall mean any data, materials, trademarks, logos, tradenames, or information that you upload or input (or if you are a Subscriber, that any Authorized User or Client User uploads or inputs) into or in connection with the Site or Service.

User Obligations

You are responsible for your (or in the case of a Subscriber, your Authorized Users’ and Client Users’) use of the Service and compliance with this Agreement, and for all Client Content. You agree to (i) obtain all third-party consents or approvals that may be necessary for the collection, use, transmission, and uploading of Client Content or other content sent to the Service by you or on your behalf (or, in the case of a Subscriber, by or on behalf of your Authorized Users or Client Users), and to provide proof of such consents to StanfordTax upon request, and (ii) comply with all applicable laws and regulations with respect to your access to or use of the Service, including without limitation those pertaining to privacy, data security, and publicity.

Technical Requirements

You acknowledge and agree that the access to and use of the Service by you (and, if you are a Subscriber, by any Authorized User or Client User) is dependent upon access to telecommunications and Internet services. You acknowledge that StanfordTax is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you (or, if you are a Subscriber, that any Authorized User or Client User) may need to access and use the Service, or for any costs, fees, expenses, or taxes of any kind related to the foregoing. You are responsible for ensuring that your hardware and software are compatible with the Service.

Term and Termination

This Agreement shall remain in full force and effect while you use the Service. StanfordTax may terminate or restrict your access to any or all of the Service or your User Account, for any reason, and without warning, and StanfordTax reserves the right to discontinue or modify any aspect of the Service at any time. Any termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms, you will remain liable for any accrued charges and amounts which become due for payment before or after termination and immediately cease to use the Service.

Subscriptions and Subscription Fees

  1. Subscription Plans. The Service is offered on a subscription basis and in accordance with the individual service plan selected by Subscriber and identified in the Order (a “Subscription Plan”). We may modify, terminate, or replace the Service or any Subscription Plan from time to time in our sole discretion and will endeavor to provide you with reasonable notice before making significant changes. You should carefully review the scope and limitations of any Subscription Plan prior to placing an order.

  2. Subscription Fees. As consideration for StanfordTax’s provision of the Service hereunder, Subscriber will pay to StanfordTax all subscription fees and other amounts set forth hereunder or in the Order. Unless otherwise established in an applicable Order, Subscriber must have a current valid credit card or other payment method acceptable to StanfordTax ("Payment Method") in order to access (or permit Authorized Users or Client Users to access) the Service. By providing a Payment Method to StanfordTax, Subscriber is expressly authorizing StanfordTax to charge Subscriber the subscription fees and other amounts applicable to Subscriber’s Subscription Plan at the applicable frequency and at the then-current rate. Unless otherwise expressly established in the Order, the subscription fees applicable to Subscriber’s Subscription Plan shall be as posted on the website as of the payment due date. StanfordTax will bill all applicable subscription fees and other amounts in advance and to the Payment Method Subscriber provides during registration or in the Order (or to a different Payment Method if Subscriber advises us in writing of a change and provides an alternate, valid Payment Method). Subscription fees are fully earned upon payment and are non-refundable.

  3. Renewal Terms. If you are a Subscriber, your Subscription Plan will automatically renew for additional subscription terms of the same length upon expiration of your initial subscription term unless and until you cancel your Subscription Plan or we terminate it. YOU MUST CANCEL YOUR SUBSCRIPTION PLAN BEFORE IT RENEWS FOR A RENEWAL SUBSCRIPTION PERIOD IN ORDER TO AVOID BILLING OF SUBSCRIPTION FEES FOR THE RENEWAL SUBSCRIPTION PERIOD TO YOUR PAYMENT METHOD.

  4. Cancelation. Unless otherwise established in an applicable Order, you may cancel your Subscription Plan at any time; provided, however, that any such cancellation shall not become effective until the expiration of your then-current subscription term. If you cancel your Subscription Plan, you will continue to have access to the Service in accordance with the terms of your applicable Subscription Plan for the remainder of the then-current subscription term. STANFORDTAX DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO THE SERVICE OR ANY SUBSCRIPTION PLAN, INCLUDING FOR ANY PARTIALLY-USED SUBSCRIPTION TERMS. To cancel a Subscription Plan, please send a written cancelation request via email to StanfordTax at support@stanfordtax.com, and include the phrase “CANCEL SUBSCRIPTION” in the subject line. Cancelations of Subscription Plans will only be effective when submitted in compliance with the requirements of, and as set forth in, this Section 10(e).

  5. Subscription Fee Changes. Subscriber acknowledges that the amount billed each subscription period may vary due to promotional offers and/or changes made by StanfordTax or Subscriber to Subscriber’s Subscription Plan (including, without limitation, upgrading or downgrading). In the event of any upgrade or downgrade of Subscriber’s Subscription Plan, the Payment Method will automatically be charged the new rate for your next billing cycle. STANFORDTAX WILL NOT PROVIDE ANY REFUNDS OR CREDITS FOR ANY UPGRADE OR DOWNGRADE OF A SUBSCRIPTION PLAN. Subscriber agrees and acknowledges that, in the event that Subscriber downgrades to a lesser Subscription Plan, such downgrading may result in a loss of Client Content, accessible Service features, or other changes to your User Account or access to the Service. Subscriber expressly accepts all risk associate with any such downgrade, and acknowledges that StanfordTax is not and will not be responsible or liable for such Client Content losses or denigration in access.

  6. Taxes. The fees specified in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). Subscriber shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on StanfordTax’s net income.

  7. Promotions. StanfordTax may offer from time to time promotions on the Site or with respect to the Service (including, without limitation, Trials) that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the parties will discuss in good faith to resolve the conflict, with a view to the spirit and intent of the promotion.

Document Retention; Data use

  1. StanfordTax Obligations. Upon any termination, cancelation, or expiration of Subscriber’s Subscription Plan, StanfordTax may, at its sole discretion, continue to make the Service available to Subscriber and its Authorized Users on an unpaid and limited basis, through StanfordTax’s “Freemium” Subscription Plan or such other free Subscription Plan as StanfordTax may designate from time to time. The provision of such services will be for a period not exceeding 30 days from the date of termination, cancellation, or expiration of the Subscription Plan, and will be subject to the terms, conditions, and usage limitations as may be applicable to such “Freemium” or other free Subscription Plan. Notwithstanding the foregoing or anything herein to the contrary, you agree and acknowledge that StanfordTax is not a provider of data back-up or archiving services. As between you and StanfordTax, you are solely and exclusively responsible for the backing up and archiving of all Client Content or any other of your information, data, or materials. You agree and acknowledge that any information provided by Subscriber or Client Users, such as but not limited to Client Content, is not and does not qualify as information disclosed under 26 U.S. Code § 7216 and that StanfordTax is in no way subject to 26 U.S. Code § 7216 or liable to Subscriber under this title. While StanfordTax adheres to reasonable policies and procedures intended to prevent the loss of Client Content, including a daily system back-up regime, StanfordTax does not make any representations, warranties or guarantees that the Client Content or other of your information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. STANFORDTAX HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY CLIENT CONTENT.

  2. Document Retention. As between you and StanfordTax, you are and shall be fully and completely responsible for all document retention or other legal requirements with respect to or arising from the Client Content or your use or access to the Service. Without limiting the generality of the foregoing, and except as expressly set forth in Section 11(a), StanfordTax shall have no obligation to maintain any Client Content or work product generated by or related to your use of the Service.

  3. Data Use Rights. You acknowledge that, in order for StanfordTax to deliver the Service at a high level of quality, StanfordTax requires the ability to apply its algorithms, know-how and methodology. Accordingly, and notwithstanding anything herein to the contrary, you hereby grant to StanfordTax permission to use, on an aggregated and de-identified basis, any Client Content or other information that StanfordTax learns, acquires, or obtains in connection with this Agreement, for the purposes of providing and improving the Service and StanfordTax’s products and services. 

  4. Feedback. To the extent you provide StanfordTax with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Site or Service (collectively, “Feedback”), you hereby assign and agree to assign to StanfordTax all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that StanfordTax will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or StanfordTax’s other technologies, products and services, without compensation or other obligation to you.

Privacy

You acknowledge and agree that all information collected by StanfordTax is subject to our Privacy Policy. By accessing or using the Service, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.

Intellectual Property

  1. StanfordTax Intellectual Property. As between you and StanfordTax, the Service, Site, and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of StanfordTax.

  2. Client Content. As between you and StanfordTax, the Client Content, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Subscriber, Authorized User or Customer User, as the case may be. StanfordTax may use the Client Content only for purposes of providing services to Customer and such other purposes as are expressly authorized hereunder, including as set forth in Section 11(c) hereof. In furtherance thereof, you hereby grant to StanfordTax a non-exclusive, worldwide, transferable, sub-licensable, royalty-free, fully paid-up license to use, copy, transmit, store, back-up, and otherwise process your Client Content for the purpose of providing the Service and related products and services to you, and for such other purposes as expressly set forth herein.

Third Party Applications

The Service may contain links to or otherwise allow you to access third party applications and services (“Third Party Services”) that are not owned or controlled by StanfordTax. When you access third party websites or Third Party Services, you do so at your own risk. If you enable Third Party Services for use in conjunction with the Service, you acknowledge that StanfordTax may allow the providers of those Third Party Services to access Client Content as required for the interoperation of such Third Party Services with the Service. StanfordTax is not responsible for any disclosure, loss, alteration, destruction, damage, corruption, or deletion of any Client Content resulting from any such access by Third Party Service providers. StanfordTax encourages you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each third-party website or Third Party Service (“Third Party Terms”) that you visit or from which you access any product or service. StanfordTax has no control over, and assumes no responsibility for, the content, accuracy, Third Party Terms, or practices of any third-party website or Third Party Service. In addition, StanfordTax will not and cannot monitor, verify, censor, or edit the content of any third-party website or Third Party Service. When you visit or use a third party’s website or Third Party Service, you acknowledge that such website or Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability directly arising from your use of such websites or Third Party Service. You acknowledge that we are not responsible for such third parties or their products or services. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.

Representations and Warranties; Other Terms.

  1. Representations and Warranties. You represent, warrant, and covenant that:

    1. You are authorized to use the Service and to access all information and data (including all Client Content) that you input or import into the Service, including any such information or data inputted or imported into the Service by any person you have authorized to use the Service;

    2. You own or otherwise have any and all necessary rights in and third party consents relating to such information and data, so that StanfordTax’s receipt, possession, and processing of such information and data (including any Client Content) does not and will not infringe, misappropriate, or otherwise violate the intellectual property rights or any privacy or other rights of any third party or violate any applicable law, rule, or regulation;

    3. You are authorized to access the processed information and data (including Client Content) that is made available to you through your access to and use of the Service (whether that information and data is your own or that of anyone else); and

    4. If you are a Subscriber or Authorized User, you are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to these Terms, the Service, or the provision thereof.

Other Terms

You acknowledge and agree that:

  1. If you access or use the Service on behalf of or for the benefit of anyone other than you (whether a body corporate or otherwise): (1) you are responsible for ensuring that you have the right to do so; and (2) StanfordTax has no obligation to provide any person access to any Client Content without Subscriber’s authorization and may refer any requests relating to Client Content or other information to Subscriber;

  2. StanfordTax is not your accountant or attorney and the Service does not constitute any accounting, tax, or legal advice. If you have any accounting, tax, or legal questions, please contact an accountant, tax advisor, or attorney, as the case may be;

  3. You understand that none of the Services, any associated software, materials, analyses, reports, documentations, results, etc. are promised to be error free, complete, reliable, or otherwise meet your requirements;  

  4. It is solely your responsibility to determine that the Service meets your needs and/or the needs of your business, as applicable, and is suitable for the purposes for which it is used;

  5. You remain solely responsible for complying with all applicable accounting, tax, and other laws. You are responsible for and shall confirm, prior to use of the Service, that the storage of and access to the Client Content or other documents or data via the Service complies with laws applicable to you (including any laws requiring you to retain records).

DISCLAIMER OF WARRANTIES

THE SERVICE AND SITE ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, BUT STANFORDTAX WILL MAKE REASONABLE EFFORTS TO MAINTAIN THE QUALITY AND RELIABILITY OF THE SERVICE. STANFORDTAX HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER STANFORDTAX NOR ANY PERSON ASSOCIATED WITH STANFORDTAX MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE OR SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER STANFORDTAX NOR ANYONE ASSOCIATED WITH STANFORDTAX REPRESENTS OR WARRANTS THAT THE SERVICE OR THE SITE, OR ANY RESULTS GENERATED THEREFROM, WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE, SITE, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. AS BETWEEN YOU AND STANFORDTAX, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF, INTERPRETATION OF, AND RELIANCE ON THE SERVICE, SITE, AND ALL CONTENT AND RESULTS GENERATED THEREBY. 

WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT STANFORDTAX IS NOT AN ACCOUNTAT, TAX ADVISER, OR A TAX RETURN PREPARER. YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO VERIFY THE ACCURACY OF THE CONTENT AND RESULTS GENERATED BY THE SERVICES. THE SERVICES ARE NOT A SUBSTITUTE FOR YOUR OWN PROFESSIONAL JUDGMENT AND DILIGENCE AS A TAX PROFESSIONAL INCLUDING, WITHOUT LIMITATION, YOUR INDEPENDENTLY VERIFYING THAT YOUR CLIENT USERS HAVE PROVIDED ALL INFORMATION AND DOCUMENTATION NECESSARY FOR YOU TO PERFORM TAX PREPARATION AND OTHER ACCOUNTING SERVICES TO YOUR CLIENT USERS.

Some jurisdictions do not allow the exclusion or limitation of certain warranties, so some of the exclusions and/or limitations in this Section 16 may not apply to you.

INDEMNITY

You agree to indemnify, defend, and hold StanfordTax and its officers, directors, employees, agents, licensors, and service providers (collectively, “Indemnified Parties”) harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) your access to and use of (and with respect to a Subscriber, your Authorized User’s or Client User’s access to and use of) the Service and Site, or any violation of this Agreement or applicable law; (b) StanfordTax’s making available information or data (including Client Content) to any person with your authorization; and (c) StanfordTax’s refusal to provide any person access to your information or data (including Client Content) in accordance with this Agreement. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL STANFORDTAX OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE OR SITE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, STANFORDTAX IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT, IN NO EVENT WILL STANFORDTAX’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO STANFORDTAX IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO ANY CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE. If you are not satisfied with the Service, your sole and exclusive remedy is to cancel your subscription and cease all use of the Service. Some jurisdictions do not allow the exclusion or limitation of certain consequential damages, so some of the exclusions and/or limitations in this Section 18 may not apply to you.

MANDATORY ARBITRATION; CLASS ACTIONS WAIVER

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

We both agree to arbitrate. You and StanfordTax agree to resolve any claims relating to these terms or our products through final and binding arbitration by a single arbitrator, except as set forth under “Exceptions to agreement to arbitrate” below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration” section, including its enforceability, revocability, or validity.

Arbitration procedures. The National Arbitration and Mediation (NAM) will administer the arbitration under its Comprehensive Dispute Resolution Rules and Procedures. The arbitration will be held in New York County, New York, or any other location we agree to. During the arbitration, the amount of any settlement offer made by StanfordTax or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or StanfordTax is entitled. The NAM rules will govern the payment of all arbitration fees.

Exceptions to agreement to arbitrate. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the products or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state courts located in New York County, New York and the federal courts located in the Southern District of New York, to resolve your claim.

Waiver of Class or Representative Actions: 

You acknowledge and agree that any disputes arising out of or relating to these Terms or the Service shall be resolved through individual arbitration (as set forth above) and that you waive your right to participate in any class or representative action. You further agree that any arbitration proceedings shall be conducted on an individual basis and not as a consolidated, class, or representative action.

Bellwether and Mass Arbitration Protections. In the event that multiple arbitration proceedings arise with similar claims, the parties agree that the arbitrator shall have the authority to select a representative sample of claims, referred to as bellwether claims, to be resolved in order to guide the resolution of the remaining claims. This procedure is intended to prevent the burden of mass arbitrations and ensure a fair and efficient resolution of disputes.  Additionally, in the event that any court or arbitrator determines that the waiver of class or representative actions in this Agreement is unenforceable, you and StanfordTax agree that any such actions shall be stayed and consolidated into a single arbitration proceeding. The arbitrator shall have the authority to determine the appropriate procedures and mechanisms for handling such consolidated arbitration.

By accepting these Terms, you expressly acknowledge and agree to these provisions, including the waiver of class or representative actions and the implementation of bellwether and mass arbitration protections.

Miscellaneous

  1. Service Availability. It is possible that on occasion the Service will be unavailable due to maintenance or other development activity. If for any reason StanfordTax has to interrupt the Service for longer periods than StanfordTax would normally expect, StanfordTax will use reasonable endeavors to publish in advance details of such activity on the Site, in email, or through in-app messaging.

  2. Geographic Restrictions. StanfordTax is based in the United States. We make no claims that the Service or the Site are accessible or appropriate outside of the United States. Access to and use of the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

  3. Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under these Terms if the delay or failure is due to any cause outside of our reasonable control.

  4. Assignment. You may not assign or transfer any rights to any other person without StanfordTax’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. This Agreement shall be binding on the parties and their permitted successors and assigns. A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

  5. Governing Law and Venue. These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New York, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of New York. Any legal suit, action, or proceeding arising out of or related to these Terms or the Service (including the Site or any Client Content) shall be instituted exclusively in the state courts of New York County, New York, or the United States District Court for the Sothern District of New York, subject to the aforementioned mandatory arbitration provision. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

  6. Waiver of Jury Trial. YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

  7. Notices. Any notice given under these Terms by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to StanfordTax must be sent to support@stanfordtax.com. Notices to you will be sent to any email address associated with your User Account. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

  8. Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

  9. Entire Agreement. These Terms, together with the Order and the Privacy Policy, constitute the sole and entire agreement between you and StanfordTax with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter.

Questions

If you have any questions about the Service or this Agreement, please email us at support@stanfordtax.com