Last revised 6/18/2019
This Services Agreement (“Agreement”) is made between Permitted LLC (“TaxValet”) and you, or, if you represent an entity or other organization, that entity or organization (in either case, “Client”). TaxValet provides certain that offer Client the ability to manage specified aspects of Client’s business (the “Services”). TaxValet is willing to provide Client with access to and use of the Services solely under the terms of this Agreement. Unless otherwise expressly specified in an agreement agreed to by an authorized representative of TaxValet, all access to and use of any Services by Client is subject to the terms of this Agreement. PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE SERVICES (OR BY SUBMITTING AN ORDER TO ACCESS OR USE ANY SERVICES), CLIENT AGREES THAT IT HAS READ AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Definitions. Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning as commonly interpreted in the United States.
Orders and Confirmation. Client may complete and submit multiple order forms to TaxValet under this Agreement (whether in paper or physical form, online through the Services or in other electronic form) seeking to access or use the Services (each, an “Order Form”). Unless expressly stated on an Order Form, all Order Forms placed by Client will be governed by the terms of this Agreement. TaxValet will accept Order Forms placed by Client by providing notice to Client or by providing Client with access to the Services specified in the Order Form (in each case, a “Confirmation” of the Order Form). Following Confirmation, each Order Form will be subject to the terms of this Agreement and Client may access and use the Services subject to Confirmation by TaxValet under the terms of this Agreement. If any conflict arises between the terms of any Order Form and the terms of this Agreement, the terms of this Agreement will control over the terms of that Order Form, except where the Order Form expressly states the intent to supersede a specific portion of the Agreement. If the terms of any Order Form conflict with the terms of any Confirmation of that Order Form, the terms of the Confirmation will control over the terms of the Order Form.
Term.This Agreement will begin as of the earlier of the date (the “Effective Date”) that TaxValet first provides Client with an Order Form placed by Client or first provides Client with access to or use of any portion of the Services and shall continue in full force and effect until the expiration or termination of all Order Forms, unless otherwise terminated earlier as provided hereunder. The initial term of the applicable Order Form(s) shall be set forth in the Order Form. Unless otherwise specified in the Order Form, the term of the Order Form shall automatically renew for the same length of time as the initial term unless terminated as set forth in Section 4.
Termination.This Agreement may be terminated by (i) either party providing the other party with notice of its intent not to renew the term of this Agreement at least 30 day prior to the end of the initial term or then-current renewal term, or (ii) either party immediately upon written notice if the other party commits a non-remediable material breach of this Agreement or if the other party fails to cure any remediable breach of the Agreement or provide a written plan of cure acceptable to the non-breaching party within 7 days of being notified in writing of such breach. If client ends contract before twelve months of service, the client must pay for any refunded set-up fees or coupons that were applied during the lifetime of the service and pay out 50% of the remaining term balance.
Effect of Termination. Upon termination or expiration of this Agreement for any reason, (1) all rights granted under this Agreement will terminate and Client must immediately cease all access to and use of the Services; (2) TaxValet will have no further obligation to provide any Services to Client, in whole or in part; (3) all Fees incurred under this Agreement will be immediately due and payable by Client; (4) Client will return to TaxValet or destroy (at TaxValet’ direction) all Confidential Information of TaxValet in Client’s possession. Within 30 days following termination, Client may request that TaxValet provide a copy of Client Data in TaxValet’ possession to Client in a mutually agreeable electronic format. If Client has not paid all invoiced fees (except with respect to charges then under reasonable and good faith dispute), TaxValet reserves the right to hold the Client Data until such time that all fees have been paid. After such 30-day period, TaxValet shall have no obligation to maintain or provide any Client Data.
Direction and Control. The Services provide Client with access to human services for use by Client in the management of Client’s business. Client acknowledges that the Services are designed to aide Client in its business and that Client maintains direction and control over the use of the Services and the management of its business, including all taxes, registration fees, license fees, and other charges and payments (“Payments”) and all reports, registrations, licenses, postings, filings or other documents (“Documents”) prepared, processed, or submitted using the Services. Client agrees that Client is solely responsible for determining the appropriateness and suitability of the Services for use in Client’s business and for using the Services to meet Client’s requirements, including all requirements under applicable international, federal, state, and local treaties, laws, rules, regulations, and ordinances (“Laws”) based on Client’s particular circumstances.
No Fiduciary Relationship. When TaxValet provides the Services to Client, TaxValet acts at the direction of Client to offer Client the ability to manage specific aspects of Client’s business. Under no circumstances will Client’s use of the Services create a fiduciary relationship between Client and TaxValet or create any fiduciary obligation by TaxValet to Client. Client agrees that Client and TaxValet are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship. Both Client and TaxValet will remain responsible for paying each of its own employees, including employment related taxes and insurance.
Compliance. While the Services may be used by Client in managing Client’s business, Client remains solely and entirely responsible for Client’s compliance with all Laws regarding Client’s business, operations, products, and services, including, as applicable, with respect to the shipment of wine or other alcoholic beverages and the payment of all sales, use, value added, licensing and other taxes, fees, and charges that may be applicable to Client’s business or operations, products, or services. Without limiting the foregoing, Client will review: (a) its business and financial records and practices for errors or omissions; (b) all payments and Documents prepared, processed, or submitted using the Services prior to using such information for any purpose; and (c) all shipping decisions, compliance status and reports for errors prior to using such information for any purpose.
6.4 Services.Subject to and conditioned on compliance with the terms and conditions of this Agreement, during the term of this Agreement TaxValet agrees to use commercially reasonable efforts to provide Client with the right to access and use the Services subject to Confirmations under this Agreement, solely for Client’s own benefit in connection with the management of Client’s business. Client’s rights to access and use the Services are personal, non-exclusive, non-transferable and non-sublicensable. Access to Third-Party Services.The Services may include services or functionality developed, provided, or maintained by third-party service providers (“Third Party Services”). In addition to the terms of this Agreement, Client’s access to and use of any Third Party Services is also subject to any other terms separate from this Agreement that Client may enter into (or may have entered into) relating to those Third Party Services (“Third Party Service Terms”). Except as set forth in this Agreement, the terms of any Third Party Service Terms will control in the event of a conflict between the terms of this Agreement and those Third Party Service Terms. Third Party Services may be subject to additional Fees as described in each Order Form or through the Services.
Access to Data. All data, information and other content Client provides to TaxValet through or in connection with the Services (“ClientData”), including as contained in any Document prepared or submitted through the Services, will remain owned by Client. Client will provide TaxValet with all Client Data necessary for TaxValet’ performance of the Services under this Agreement, including the accurate, complete and timely preparation and submission of all Documents through the Services. Client will provide all Client Data prior to each applicable time deadline provided through the Services or by TaxValet (“Deadline”). Client acknowledges and agrees that TaxValet does not audit, validate, or verify any Client Data and that Client is solely responsible for the accuracy, completeness, and timeliness of all Client Data. TaxValet will be TaxValet to rely on any Client Data as accurate and complete in the performance of all Services, including the preparation and submission of all Documents through the Services.
Service Data. Other than the Client Data provided by Client, all data, information and other content made available to Client through the Services (“Service Data”) is owned by TaxValet and its third party service providers. Subject to and conditioned on compliance with the terms and conditions of this Agreement, Client may access and use the Service Data solely for Client’s own business purposes in connection with Client’s use of the Services. TaxValet uses commercially reasonable efforts to maintain and verify that the Services and Service Data are accurate and current with respect to the information provided, but TaxValet cannot verify the accuracy of, and will not be responsible for any errors or omissions in, any Service Data. All Services and Service Data are provided for informational purposes only and Client is solely responsible for verifying the accuracy, completeness and applicability of all Service Data and for Client’s use of and reliance on the Service Data.
Restrictions.Client acknowledges that the Services, Service Data, and the databases, software, hardware and other technology used by or on behalf of TaxValet to provide the Services (the “Technology”) and their structure, organization, and underlying data, information and constitute valuable trade secrets of TaxValet. Client will not, and will not permit any third party to: (1) access or use the Services or Service Data, in whole or in part, except as expressly provided in this Agreement; (2) violate any policy of TaxValet posted or provided through or in connection with the Services; (3) use the Services or Service Data in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services; (4) use automated scripts to collect information from or otherwise interact with the Services or Service Data; (5) alter, modify, reproduce, reverse engineer, create derivative works of the Services, Service Data or Technology; (6) distribute, sell, resell, loan, lease, license, sublicense or transfer any of Client’s rights to access or use the Services or Service Data, including, without limitation, by providing outsourced, hosted, or other services to third parties using the Services or Service Data or otherwise making the Services or Service Data, or access thereto, available to any third party; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Services, Service Data or Technology; or (8) interfere in any manner with the operation or hosting of the Services, Service Data or any Technology, or attempt to gain unauthorized access to the Services, Service Data or any Technology. Client will not allow any access to or use of the Services or Service Data by anyone other than Client’s authorized Users, and any such use will be consistent with the terms, conditions and restrictions set forth in this Agreement.
AutoFile Services. Access and Use.If Client elects to receive AutoFile Services, as defined below from TaxValet, then the terms of this Section 13 will apply to Client’s access to and use of the AutoFile Services. All AutoFile Services will be considered part of the “Services” under this Agreement and be subject to the terms and conditions of this Agreement in addition to the terms of this Section 13.
Review and Validation. Client is solely responsible for confirming the applicability of each Filing and will review all Filings prior to submission by TaxValet to the applicable Recipient and validate that each Filing and all Client Data and other data, information or content contained therein is accurate, complete, timely, and being made in compliance with all applicable Laws. TaxValet assumes no responsibility for any failure by Client to do any of the foregoing or for any errors, omissions, or inaccuracies in any Client Data or in any Filing based on or relating to any Client Data. Client agrees to provide TaxValet with any corrections or other changes to each Filing or any Client Data prior to all applicable Deadlines established by TaxValet for the Payment or Filing. . Payment Account. Client will designate one of Client’s bank accounts and debit/credit cards to be used for making Payments made through the AutoFile Services (the Client “Payment Account”). Client will ensure that sufficient funds are maintained in the Payment Account on or before all applicable Deadlines established by TaxValet. TaxValet will not be responsible for providing any funds to make Payments on Client’s behalf and will not be responsible for any failure to maintain funds in Client’s Payment Account sufficient to make any Payment. If Client’s Payment Account contains insufficient funds to make any Payment, Client will immediately deposit all required funds into the Payment Account. TaxValet is not required to confirm that Client’s Payment Account contains sufficient funds to make any Payment. Without limiting the foregoing, if for any reason Client’s Payment Account does not contain sufficient funds to make any Payment, TaxValet may refuse to submit that Payment until sufficient funds are available in the Payment Account, may submit any Filing to an applicable Recipient without proper or sufficient Payment, or may cancel submission of that Payment and refuse to proceed further with the Payment or any related Filing. In each case it will be Client’s sole responsibility to ensure that all required Filings and Payments are made directly to the applicable Recipient and TaxValet will not be responsible for any penalties, fines, interest, or other assessments due as a result of failure to submit any such Filing or Payment.
Credentials. Client will submit all credentials and other data or information necessary for TaxValet to submit each Payment or Filing with each applicable Recipient (“Credentials”) prior to the applicable Deadline established by TaxValet. Client will submit all Credentials to TaxValet through the AutoFile Services as indicated by TaxValet. TaxValet will assume all Credentials are valid and is not required to confirm the accuracy or validity of any Credentials. TaxValet will not be responsible for any failure by Client to submit any valid Credentials to TaxValet prior to any applicable Deadline. Without limiting the foregoing, if for any reason Client fails to submit valid Credentials to TaxValet prior to an applicable Deadline, TaxValet may refuse to submit any Payment or Filing for which such Credentials are required.
Preparation and Submission. Unless Client submits a valid Hold Request for a Payment or Filing to TaxValet in accordance with this Agreement, Client acknowledges and agrees that TaxValet may prepare and submit that Payment or Filing to the applicable Recipient, provided that TaxValet will not be responsible for any failure or delay in submitting any Payment or Filing if Client fails to meet any applicable Deadline for that Payment or Filing or is otherwise not in compliance with the terms of this Agreement.
Fees.Client agrees to pay TaxValet all fees relating to Client’s access to and use of Services (“Fees”). Client understands that its right to use the Services is limited by the number of License Metrics purchased. “License Metrics” means the limitation on the usage of the Services as designated and/or defined in the applicable Order Form by a term such as the number of cases shipped or distributed. All fees are based on the License Metrics purchased and the quantity(ies) of License Metrics provided in the Order Form represent maximum amounts that Client has committed to for the Term. There shall be no fee adjustments or refunds for any decreases in usage or License Metrics during the Term. The Fees will include all fees associated with any applicable Filings and Payments prepared and submitted through the AutoFile Services, any applicable late fees of which Client is notified through the AutoFile Services to which Client is subject due to any failure by Client to meet any Deadline or otherwise comply with the terms of this Agreement. All Fees are as set forth on each applicable Order Form or as provided through the Services. TaxValet may adjust any Fees at any time during the term of this Agreement, to be effective upon the next billing period following notice to Client. TaxValet reviews all accounts on a trailing 12-month basis. If Client exceeds the License Metrics designated in the Order Form within the 12-month period, TaxValet will adjust the monthly fee accordingly. All fees are shown in U.S. Dollars and all payments will be made in U.S. Dollars.
Payment.Billing for all Fees will begin on the Effective Date. Client must pay for all Fees incurred when invoiced by TaxValet. All Fees must be paid using ACH withdrawal from Client’s Payment Account or another bank account designated by Client (in either case, Client’s “Bank Account”) or by credit card designated by Client. Client agrees to have the Fees charged to Client’s Bank Account or Credit Card on file with TaxValet when due and authorizes TaxValet to automatically submit such charges to Client’s Bank Account or Credit Card. If payment of any Fees is declined for any reason, TaxValet may make additional attempts to process payment. If a declined payment is not resolved through such attempts, access to and use of Client’s Account and all Services may be suspended or terminated by TaxValet. All Fees will be non-refundable once paid to TaxValet (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1 1/2% per month or the maximum amount TaxValet under applicable law. Client will be responsible for all expenses incurred by TaxValet due to the use of collection agencies, attorneys, or courts of law for collection of any undisputed Fees from Client. 6. Taxes.Client is solely responsible for all use, sales, excise, licensing, value added, and other applicable taxes and charges levied or imposed on either Client or TaxValet that may result from Client’s use of or access to the Services, including relating to all Filings and Payments prepared and submitted through the Services (except any such taxes based on TaxValet’ net income).
Suspension.TaxValet may suspend Client’s access to the Services upon any actual, threatened, or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by TaxValet to be inappropriate or detrimental to the Services, TaxValet, or any other TaxValet customer.
Survival.The rights and obligations of each party under the following Sections will survive the expiration or termination of this Agreement for any reason.
Communication. You agree to promptly provide TaxValet with all of the relevant information they need to get me set-up for sales tax. You understand that if You receive a notice from a state, You will send it to TaxValet as soon as possible. You understand that failing to do so may cause my filings to be submitted late and/or inaccurately which could incur penalties/interest.
Getting Help. You understand that moving forward you should email email@example.com so that my request gets to the right person on the TaxValet team.
Permit Start Dates. You understand that it is my responsibility to determine my effective nexus date for each of the states You am seeking to get permits in, and TaxValet will use the effective nexus date You provide to submit permit registrations. You will provide TaxValet with what You believe is my accurate effective nexus date. You agree to hold Permitted LLC dba TaxValet harmless on any issues that might arise due to permit start dates.
Product Tax Settings and Uncollected Tax. You understand that TaxValet will set-up tax collection settings at the account level, however it is my responsibility to ensure that tax is enabled on the product level. This is particularly important to check when You add new products to my web store. You also understand that it is my responsibility to double-check that account tax collection settings are set-up to my specifications and notify TaxValet within 72 hours of my permit start date(s) if You believe sales tax is not being collected correctly on my sales channels. Further, You understand that TaxValet will only be liable for reimbursing up to 72 hours’ worth of uncollected tax if account-level settings were set-up incorrectly, and that You must notify TaxValet of any potential discrepancy within 72 hours of my permit start date(s).
Choosing Permit States. You understand that if You am voluntarily not getting permits and/or not collecting and remitting sales tax in all of the states where You have nexus, You will not hold TaxValet liable if You am audited for failure to collect/remit sales tax.
I understand that TaxValet will use their mailing address on permit applications and authorize TaxValet to receive and open my state mail. But You also understand that states may send mail directly to me, and You should scan and send them to TaxValet.
Special Projects. You understand that any ongoing support needed that isn’t related to my ongoing filings (ex. Audits, resale certificates, closing accounts) will be handled as a special project and billed separately. You also understand that onboarding includes permit registrations, reviewing existing logins, data integration, data review, and a minimum of three live onboarding sessions.
Nexus Reviews. You understand that one annual nexus and liability review is included in my filing subscription.
Tax Setting Support. You understand that states change sales tax rates periodically and that TaxValet will set-up my account-level tax collection settings initially during the onboarding, but that additional sales tax setting updates may be required as states update their rates and that ongoing tax setting maintenance is not included. Further, You understand that TaxValet will test sales tax settings on one product across all of my sales channels, and it is my responsibility to ensure that tax settings are set-up on my individual products.
Product Taxability. You understand that custom product taxability (important for grocery items, clothing, supplements, digital products and more) can only be applied if You sell on Amazon, Shopify, Bigcommerce or Squarespace channels only, and that You will notify TaxValet when You add additional products to my store. Further, You understand that no guarantees on product taxability can be offered unless a research project is opened to determine how each of my products are treated by a state’s particular statutes. You further understand that TaxValet makes no warranties on tax rate determination as this is managed by third-party tools such as Amazon and TaxJar.
Time Frame. You understand that You am signing-up for TaxValet’s services for a 1-year term starting today and if You decide to cancel You will need to pay out fifty-percent of the remaining balance of the contract. You understand an early termination fee will not be applied if You close or sell my business, or have significant reason to believe that TaxValet is not handling my sales tax correctly. Further, You understand that TaxValet can discontinue service with 60-days’ notice.
Filing Frequency. You understand that the number of filings that You need may change at the state’s discretion and that my subscription rate will change automatically as my filing frequency changes. You also understand that the filing frequencies projected during the sales process are an estimate, and the amount of filings You have could go up (or down!) and my bill will be updated after all of my filing frequencies have been determined.
Nonsufficient Funds and Debit Blocks. You understand that if a payment bounces due to nonsufficient funds, debit blocks, or other reasons, You will be responsible for resolving the issue with my bank and resubmitting payment to the states. You also understand that TaxValet will resubmit payments once for each state, but if this is an ongoing issue, You will need to work with my bank to resolve the issue.
Late Fees and Penalties. You understand that if late fees or penalties are incurred due to no fault of TaxValet, You will be liable to pay them.
State Representation. You understand that there may be times when TaxValet needs to contact the state on my behalf in order to access sales tax accounts, or other reasons. You give TaxValet permission to contact the states on my behalf and interact with the states as if an authorized company contact were calling them.
Tax Remitted to States. You understand that TaxValet uses a third-party to calculate the tax due, and TaxValet will automatically remit the tax that is calculated as being due unless a specifically discussed. You understand that TaxValet does not provide sales tax calculation services and is not responsible for undercollecting, underremitting, or overremitting tax and agree to hold TaxValet harmless under any and all circumstances.
Further, You understand that You must specifically indicate to TaxValet if certain transactions are exempt for resale, sale to government entities, and other reasons.
Local Permits and Filings. You understand that TaxValet will not file local sales tax returns unless expressly requested.
Changing Banks. You understand that changing banks is a major pain in the butt and agree to give TaxValet 60-days notice to update payment information with the states. You also understand that You can change my bank once for free, but beyond that it will be treated as a special project.
Submitting Late Returns. You understand that TaxValet can only begin submitting late returns for prior periods after they have everything they need from me. Generally, this means completing Steps 1 and Step 2 of the onboarding process. You also understand the prior period returns will only be submitted after other clients’ existing-period returns have been submitted (generally after the 20th of the month). Please be aware that not all states add past due returns to their online portal. If you are aware of any late returns that need to be submitted, please notify us so we can handle it so penalties and interest don’t accrue. We can only process late returns that we are aware of.
Filing Deadlines. You understand that TaxValet must receive any pertinent data or adjustments by the 5th of the month a sales tax return is due. You also understand that TaxValet cannot “hold returns” to have them submitted on a particular date. If additional data or instructions are not received by the 5th of the month, TaxValet will auto-approve all transaction and return data.Product Taxability:Some of the products you sell may be considered tax-exempt or taxable by states. We consider all products to be taxable unless a product taxability study is conducted. It is your responsibility to set-up the product category and taxability settings in your sales channels unless you pay TaxValet to do it. TaxValet does not generally provide a product taxability study for our clients unless specifically asked by the client. TaxValet will provide a product taxability study by request of the client for an agreed upon rate. 14.1 Sales Tax Rate Calculation: TaxValet does not provide sales tax rate calculation services and is reliant on third-party sales channels to calculate and collect sales tax. TaxValet will help-setup tax collection settings as a courtesy, however tax due is based on state and local laws and not based on the tax collection settings used in sales channels. TaxValet will not be held liable in the event that the tax collected by a sales channel does not match the tax that is due to the state, as TaxValet does not provide sales tax calculation or collection services. 14.2 Sales Tax Remitted to States: We remit the sales tax that was calculated to be due based on our third-party filings platforms (ex. TaxJar, Taxify, Avalara) and they are liable for the amount of sales tax due. You agree to not hold TaxValet liable for discrepancies in tax due and collected. If you request that we remit the sales tax based on what was collected and adjust the taxable/exempt sales so that tax collected/due reconcile, TaxValet will not be held liable if you under-collect and remit tax to the state.
Product Taxability Wararnty: TaxValet will use their best judgement when evaluating product taxability rules, however TaxValet provides no warranty on the information provided unless an independent product taxability study has been commissioned and paid for by the client
Disclaimer.ALTHOUGH TAXVALET USES COMMERCIALLY REASONABLE EFFORTS TO PROVIDE CLIENT WITH ACCESS TO AND USE OF THE SERVICES, TAXVALET PROVIDES THE SERVICES ONLY AS EXPRESSLY STATED HEREIN AND DOES NOT OFFER A GUARANTEE OF ANY KIND AS TO THE SERVICES OR ANY SERVICE DATA. CLIENT’S USE AND RELIANCE UPON THE SERVICES AND DATA IS AT CLIENT’S OWN RISK. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND SERVICE DATA ARE PROVIDED TO CLIENT “AS IS” AND TAXVALET AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SERVICES, SERVICE DATA, AND ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, ACCURACY OF RESULTS OR INFORMATION, OR UNINTERRUPTED USE, WHETHER EXPRESS, IMPLIED OR STATUTORY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TAXVALET, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the disclaimers, limitations and exclusions contained herein may not apply to Client. To the extent that TaxValet may not, as a matter of applicable Law, disclaim any warranty or limit or exclude any liability, the scope and duration of such warranty and the extent of TaxValet’ liability shall be the minimum TaxValet under such applicable Law. 16. Limitation on Liability. 16.1REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EVEN IF TAXVALET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE, IN NO EVENT WILL TAXVALET, ITS EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS OR AFFILIATES BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES OR ANY DATA SUPPLIED THEREWITH, INCLUDING, WITHOUT LIMITATION, ANY LOST REVENUE, PROFITS OR BUSINESS OPPORTUNITY, LOST OR CORRUPTED DATA, OR INTERRUPTION OF BUSINESS. 16.2NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, TAXVALET’ TOTAL LIABILITY FOR ANY AND ALL DAMAGES SHALL NOT EXCEED THE TOTAL FEES RECEIVED BY TAXVALET FROM CLIENT FOR USE OF THE SERVICES UNDER THIS AGREEMENT IN FOR THE FIRST 12-MONTH PERIOD OF THE AGREEMENT. 16.3EACH PARTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIMITATIONS OF LIABILITY AND ALLOCATION OF RISK REFLECT PART OF THE BARGAINED-FOR EXCHANGE OF THE PARTIES WITH RESPECT TO THIS AGREEMENT AND THE SERVICES. THIS AGREEMENT IS NOT INTENDED TO LIMIT CLIENT’S RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY FILING OR PAYMENT REQUIRED TO BE MADE BY CLIENT UNDER APPLICABLE LAW, WHETHER OR NOT SUCH FILING OR PAYMENT IS MADE BY TAXVALET ON BEHALF OF CLIENT UNDER THIS AGREEMENT. CLIENT WILL REMAIN SOLELY RESPONSIBLE FOR ALL SUCH FILINGS AND PAYMENTS CLIENT IS REQUIRED TO MAKE UNDER APPLICABLE LAW. 16.4 Notices.All notices to Client provided for under this Agreement or relating to the operation of the Services may be sent by TaxValet electronically via electronic mail or through posting on Services. All other notices, consents, and communications provided for under this Agreement (including all notices Client provides to TaxValet) will be in writing and will be delivered by hand or sent by express courier or delivery service that guarantees delivery within 48 hours (such as Federal Express or DHL) to the address of the party receiving such notice or to such other address as the party may designate in writing, or by electronic mail. Such notices, consents and communications will be deemed to have been received by the addressee upon confirmed receipt, but in no event later than 48 hours after the notice or communication is delivered to a courier or delivery service that guarantees delivery within 48 hours. 16.5 Force Majeure.If TaxValet is unable to perform any of its obligations under this Agreement because of any event beyond its reasonable control and foreseeability, including, without limitation, any natural disaster, labor disputes, actions or decrees of governmental entities, riots, war, terrorism, or epidemics (a “Force Majeure Event”), the obligations of TaxValet under this Agreement prevented by such Force Majeure Event will be suspended for the duration of the Force Majeure Event, provided that TaxValet exercises reasonable efforts to resume performance of such obligations as soon as possible despite such Force Majeure Event. The Services are intended to assist Client in managing aspects of its business and as such are dependent upon Client’s performance of its obligations under this Agreement and as stated through the Services. Client is solely responsible for any failure or delay in the performance of the Services or other obligation of TaxValet under this Agreement due to Client’s failure or delay in performance, including any applicable late Fees under this Agreement, any applicable penalties, fines, interest or other assessments imposed on Client, TaxValet or any third party, or any other liabilities or damages. 16.6General.This Agreement will be governed by the laws of Colorado, without regard to or application of conflicts of law rules or principles. The parties explicitly disclaim the application of the United Nations Convention on the Sale of Goods. Any action or lawsuit related to this Agreement must be brought exclusively in either the Federal or State Courts for the Colorado , and each party hereby irrevocably submits and waives any objection to the exclusive jurisdiction and forum of such courts. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Unless withdrawn upon written request, Client allows TaxValet to publicize its relationship with TaxValet. The failure of either party to require performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Neither this Agreement nor any rights or obligations of Client hereunder may be assigned by Client (in whole or in part and including by sale, merger, operation of law, or otherwise) without the prior written approval of TaxValet. Any assignment in derogation of the foregoing will be null and void. TaxValet may assign this Agreement to any party that assumes TaxValet’ obligations hereunder. This Agreement includes all Order Forms and Confirmations under this Agreement and is the complete and exclusive statement of the agreement between the parties. This Agreement supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. The provisions of this Agreement are for the sole benefit of the parties and their successors and TaxValet assigns, and they will not be construed as conferring any rights to any third party (including any third party beneficiary rights). Any reference herein to “including” will mean “including, without limitation.” Upon request from TaxValet, Client agrees to provide TaxValet with such documentation or records with respect to Client’s activities under this Agreement, including access and use by Client of the Services, as may be reasonably requested for TaxValet to verify Client’s compliance with the terms of this Agreement. This Agreement and any Order Form may be executed or agreed to by the parties in multiple counterparts (including via facsimile or online or electronic method approved by TaxValet), each of which will be deemed an original and all of which will constitute one and the same instrument. Photocopies, facsimiles and other electronic copies of original signatures in a form approved by TaxValet will have the same force and effect as original signatures. TaxValet reserves the right to amend or modify this Agreement at any time and from time to time by providing notice to Client (including notice through the Services). Any amendment or modification will be effective as to Client’s continued use of the Services 30 days following such notice. Client’s continued use of the Services, or submission of a subsequent Order Form, shall serve as Client’s agreement to any such amendment or modification.