TaxVid Terms of Use

1. INTRODUCTION

These Terms of Use state the terms and conditions under which you may use this website (the "Site") and use any of the TaxVid products and services. Please read this page carefully. If you do not accept these Terms of Use, do not use the, products and services or the Site as your use of the Site constitutes your agreement to abide by these Terms of Use. Tenenz, Inc. (owner of the TaxVid website, all content and products referred to herein as "TaxVid") may revise these Terms of Use at any time by updating this posting. You should visit this page periodically to review the Terms of Use because they are binding to you.

2. MATERIALS ON SITE

2.1 TaxVid authorizes you to view the materials on this Site solely for the personal, noncommercial use of the viewer. The contents of this Site, including, without limitation, text, graphics, images, software, video, multimedia, and other material, including without limitation, the TaxVid Service (collectively, the "Materials"), are protected by copyright, trademark and other United Sates and foreign laws. Without limitation to the foregoing, TaxVid retains a trademark on "TaxVid" and retains a copyright on all Materials published on the Site, together with all products and derivations thereof. Unauthorized use of the Materials may violate copyright, trademark, and other laws. The information on this Site is for informational purposes only and does not create a business or professional services relationship between you and TaxVid. Please see "Use of the TaxVid Service" below for additional terms regarding your use of our TaxVid Service. You will comply with all applicable laws regarding the use of the Materials and the Site. If you violate these Terms of Use, your permission to use the Materials and the Site automatically terminates. 2.1 The Service allows you to upload your firm's logo as part of its Service customization. You warrant that you have rights to use this artwork. You understand that TaxVid can remove any content that, in its sole discretion, is either inappropriate or lacks clear ownership rights.

3. OWNERSHIP

3.1 Unless otherwise stated, the Materials are owned by TaxVid and its related companies. All trademarks, logos, artwork, and Video Creations used or referred to in this Site are the property of TaxVid or their respective owners. Nothing on this Site confers any license or right to any copyright, patent, trademark or other proprietary interest of TaxVid or any third party. Except for the specific right to view the Materials on the Site or with express written consent of TaxVid, the Materials may not be used, copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. 3.2 TaxVid and its licensors will have sole and exclusive ownership of all right, title, and interest in and to the Materials and all modifications and enhancements thereof. You may not sublicense, sell, transfer, copy, modify, or distribute the Materials, or any copy, adaptation, or portion thereof. You may not reverse assemble or compile, or otherwise translate the Materials. You acknowledge that TaxVid claims and reserves all rights and benefits afforded under Federal law in the programs, data-base information, and user materials included in the TaxVid Service as copyrighted works. TaxVid reserves all rights not expressly granted in these Terms of Use. 3.3 You acknowledge that, in the event of your breach of any of the foregoing provisions, TaxVid may not have an adequate remedy in money or damages. TaxVid will therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction, in addition to all other available remedies.

4. USE OF THE TAXVID SERVICE

Subject to a User's acceptance of all terms and conditions of the TaxVid Service and timely payment of all subscription fees from time to time imposed by TaxVid, such User's use of the TaxVid Service shall be on the following terms and conditions.

4.1 Use of the TaxVid Service by Any User

(a) By viewing the TaxVid Service, you confirm that you have been issued a password directly by TaxVid to access the TaxVid Service or you have received a password directly from the accountant or tax professional Subscriber to view the TaxVid Service for informational purposes only.

(b) TaxVid grants you a nonexclusive, non-transferable, revocable license to view the TaxVid Service for the personal, non-commercial use by you or any other viewer pursuant to the terms set forth in these Terms of Use. This includes using the Service on one valid domain address owned or controlled by you. Should you wish to display this Service on multiple domains you must request this in writing. Additional fees may apply.

(c) You agree that under no circumstances shall you provide any personally identifiable information such as name, address, email address or phone number to TaxVid, unless ordering or inquiring about one of our services and to provide this information for branding your Subscription. As a Subscriber, you agree to maintain your account and provide a valid address including a valid email and valid phone number at all times. This valid contact information is required at all times.

(d) You agree to use the TaxVid Service for informational purposes only and will not use the TaxVid Service as a substitute for a professional's review and advice for anyone's tax situation. You acknowledge that TaxVid does not provide tax or accounting advice and TaxVid shall not be liable to you for any misinterpretation or misunderstanding of the TaxVid Service by you or any other party. If you are a tax professional you should review the Service or you should discuss any TaxVid Service content you view with your tax professional and look to a tax professional for any tax advice and to determine the applicability, risks and benefits of any information described in the TaxVid Service. You are solely responsible for discussing the cost of all services and determining if any video content is applicable to your situation.

4.2 Additional Terms Applicable to Use of the TaxVid Service by Tax and Accounting Professionals. In addition to all other terms set forth in these Terms of Use, tax and accounting professionals shall also comply with the terms set forth in this section. If you are a tax and accounting professional, you may only use the TaxVid Service in accordance with the written agreement between you and TaxVid and you must have obtained a password directly from TaxVid for use of the TaxVid Service. Your failure to comply with these Terms of Use or the terms of your written agreement with TaxVid may result in revocation of your license and password to use the TaxVid Service, and TaxVid may pursue all other remedies available to it. You agree to use the TaxVid Service and present the TaxVid Service to your clients for informational purposes only and will not use the TaxVid Service as a substitute for your own review and advice regarding any tax situation. You are solely responsible for providing tax advice to clients and choosing the specific TaxVid Service content shown or recommended to any client. You acknowledge that TaxVid does not provide tax or financial advice and TaxVid shall not be liable to you or any third party for any misinterpretation or misunderstanding of the TaxVid Service by you or any third party, including without limitation, your clients or staff.

4.3 Each user of the TaxVid Service shall include terms of use on its website or other published materials that includes a disclaimer and limitation of liability on its respective site or other materials that display the TaxVid Materials, or products or derivations thereof, in substantially the same manner as set forth in Sections 5, and 6, below, and failure thereof shall be expressly subject to the indemnification obligations set forth in Section 7, below.

4.4 Each user of the TaxVid Service shall obtain and maintain liability and professional liability insurance coverage in reasonable and customary amounts for its respective profession or industry.

5. DISCLAIMER

5.1 TAXVID DOES NOT WARRANT THAT THE SITE OR MATERIALS WILL OPERATE ERROR-FREE OR THAT THE SITE AND ITS SERVER AND THE MATERIALS ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL GOODS. IF YOUR USE OF THE SITE OR THE MATERIALS RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, TAXVID IS NOT RESPONSIBLE FOR THOSE COSTS.

5.2 THE INFORMATION CONTAINED IN THE MATERIALS IS FOR GENERAL INFORMATION ONLY. ALL INFORMATION IN THE MATERIALS IS PROVIDED WITH THE UNDERSTANDING THAT THE MATERIAL CONTENTS SHALL NOT BE USED AS FINANCIAL, LEGAL, ACCOUNTING, TAX, OR OTHER PROFESSIONAL ADVICE OR SERVICES OF ANY KIND. AS SUCH, THIS VIDEO SHOULD NOT BE USED AS A SUBSTITUTE FOR CONSULTATION WITH A FINANCIAL, ACCOUNTING, TAX, LEGAL PROFESSIONAL OR OTHER COMPETENT ADVISER. THE USE OF THE INFORMATION PROVIDED IN THIS SITE DOES NOT ESTABLISH ANY CONTRACTUAL OR OTHER FORM OF PROFESSIONAL ENGAGEMENT BETWEEN TAXVID OR USER OF THE TAXVID SERVICE AND THE VIEWER OF THE SITE OR ANY OF THE MATERIALS.

5.3 THE SITE AND MATERIAL ARE PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TAXVID, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TaxVid MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIALS, SERVICES, SOFTWARE, TEXT, GRAPHICS, OR LINKS CONTAINED IN THE SITE.

6. LIMITATION OF LIABILITY

IN NO EVENT WILL TAXVID, ANY OF ITS SUPPLIERS OR ANY THIRD PARTY MENTIONED ON THE SITE BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR DAMAGES (INCLUDING WITHOUT LIMITATION ANY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER DAMAGES) RESULTING FROM THE USE OR INABILITY TO USE THE SITE OR USE OF THE MATERIALS, INCLUDING WITHOUT LIMITATION, THE TAXVID SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TAXVID IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR THE EXCLUSION OF IMPLIED WARRANTIES. THEREFORE SOME OF THE LIMITATIONS SET FORTH IN THE SECTIONS ENTITLED "DISCLAIMER" AND "LIMITATION OF LIABILITY" MAY NOT APPLY TO YOU.

7. INDEMNIFICATION

You will indemnify, hold harmless, and, if TaxVid requests, defend TaxVid, its officers, directors, employees and agents, from and against any claims, liabilities, losses, actions, demands, costs (including without limitation attorneys' fees and costs), alleging or arising from or related to (i) your use of the Materials, including without limitation the TaxVid Service or (ii) your breach of these Terms of Use.

8. GOVERNING LAW

You agree that these Terms of Use and any legal action or proceeding relating to this Site shall be governed by the laws of the State of Minnesota, without respect to its conflict of laws and principles. You agree to submit to the jurisdiction of the state and federal courts in Hennepin County in the State of Minnesota in any litigation or dispute arising out of or related to these Terms of Use or the Materials.

9. EXPORT RESTRICTIONS

The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the Materials to countries or persons prohibited under the export control laws.

10. GENERAL

If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term. In the event of any termination or expiration of these Terms of Use for any reason, all provisions of these Terms of Use whose meaning requires them to survive shall survive the expiration or termination of these Terms of Use, including, without limitation, the provisions contained in the following Sections: "Ownership," "Disclaimer," "Limitation of Liability," "Indemnification," "Governing Law," and "General."

11. FEES AND PAYMENT TERMS

11.1 SUBSCRIPTION PLAN. The prices, features, and options of the TaxVid Services depend on the Subscription Plan you select as well as any changes instigated by you. TaxVid does not warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without notice.

11.2 NO REFUNDS. You will timely pay TaxVid all fees associated with your Subscription Plan, Account or use of the TaxVid Services. Your payments are non-refundable and there are no refunds for partially used periods, except as expressly provided in Section 12 of this Agreement.

11.3 RECURRING CHARGES. When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method, such as a credit card, that you are authorized to use. You must promptly notify us of any change in your invoicing address and must update your Account with any changes related to your payment method. By completing your registration for a subscription plan, you authorize TaxVid or it's agent to charge your payment method on a recurring (yearly) basis ("Authorization") for (a) the applicable Subscription Plan charges; (b) any and all applicable taxes; and (c) and other charges incurred in connection with your use of the TaxVid services. The Authorization continues through your Subscription Term and any Renewal Term (as defined in Section 12.2, below) until you cancel as set forth in Section 12 of this Agreement.

11.4 LATE FEES & COLLECTION CHARGES. If TaxVid does not receive payment from your payment method, you agree to pay all amounts due upon demand. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys' fees) incurred by TaxVid to collect any amount that is not paid when due. TaxVid may accept payment in any amount without prejudice to TaxVid's right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to TaxVid may not be withheld or offset by you for any reason against amounts due or asserted to be due to you from TaxVid.

11.5 INVOICES. TaxVid will provide billing in a format we choose, which may change from time to time. TaxVid reserves the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. You agree to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If you do not bring such problems/discrepancies to our attention within thirty (30) days, you agree to waive your right to dispute such problems or discrepancies.

11.6 BILLING CYCLES. The subscription fee for the TaxVid service will be billed upon subscription purchase and every year thereafter unless and until you cancel your subscription service. We automatically bill your Payment Method each and every year on the date corresponding to the commencement of your paying subscription. Subscription fees are fully earned upon payment. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. Your renewal date may change due to changes in your Subscription.

11.7 PAYMENT METHODS. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account (see, "Termination" below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates.

11.8 TAX RESPONSIBILTY. All payments required by this Agreement are stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments, including sales and use taxes, value-added taxes ("VAT"), goods and services taxes ("GST"), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon, excluding taxes based on TaxVid's net income (collectively, "Taxes"). You shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the TaxVid Services. Taxes shall not be deducted from the payments to TaxVid, except as required by law, in which case you shall increase the amount payable as necessary so that after making all required deductions and withholdings, TaxVid receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. You hereby confirm that TaxVid can rely on the name and address set forth in your registration for a Subscription Plan as being the place of supply for sales tax purposes. TaxVid's and your obligations under this Section 5.8 (Tax Responsibility) shall survive the termination or expiration of this Agreement.

12. TERM AND TERMINATION

12.1 TERM. The Term of this Agreement begins on the date you accept it and continues until your Subscription Plan expires or your use of the TaxVid Services ceases (including as a result of termination in accordance with this Section 12), whichever is later.

12.2 SUBSCRIPTION TERM AND AUTOMATIC RENEWALS. Our Subscription Plans automatically renew unless they specify otherwise. If you purchase a Subscription Plan it will automatically renew, unless, prior to the end of the current Subscription Term: (a) you terminate your Subscription Plan; (b) TaxVid declines to renew your Subscription Plan, or (c) this Agreement is otherwise properly terminated as expressly permitted herein. Each renewal period is a "Renewal Term." You authorize us to collect the then-applicable fees and any taxes for a Renewal Term. Subscription Plan fees and features may change over time.

12.3 TERMINATION BY CUSTOMER. You may terminate your Subscription Plan at any time upon ten (10) days' advance written notice to TaxVid via email at service@whatistaxvid.com. Section 11.2 notwithstanding, if you terminate your annual Subscription Plan within the first thirty (30) days of the Renewal Term, you may submit a written request to TaxVid via email at service@whatistaxvid.com for a refund of the fees paid by you to TaxVid. There will be no refunds for cancellations made outside of the first 30 days of the Renewal Term.

12.4 TERMINATION BY TAXVID. TaxVid may terminate this Agreement or the Services at any time with or without cause, and with or without notice. Upon termination, TaxVid at it's discretion will provide you with an appropriate refund of the annual payment. Except for such refund, TaxVid shall have no liability to you or any third party because of such termination. If TaxVid terminates this agreement because you are in default of this agreement, no refund will be issued. You will be in default of this Agreement if: (a) you fail to timely pay any amount owed to us; (b) you or an Authorized User associated with your Account breach any provision of this Agreement or violate any published policy applicable to the TaxVid Services; (c) you are or become subject to any proceeding under the Bankruptcy Code or similar laws; or (d) if, in our sole discretion, we believe that continued use of the TaxVid Services by you (or your Authorized Users) creates legal risk for TaxVid or presents a threat to the security of the TaxVid Services or TaxVid's customers. If you are in default, we may, without notice to you: (a) suspend your Account and use of the TaxVid Services; (b) withhold refunds and terminate your Account; (c) charge reactivation fees in order to reactivate your Account; and (d) pursue any other remedy available to us.

12.5 EFFECT OF TERMINATION. If this Agreement expires or is terminated for any reason: you will pay to TaxVid any amounts that remain unpaid, as of the date of the termination or expiration, including those for the billing cycle in which termination occurs.

We reserve the right to modify these terms at any time, so please review it frequently. If we make material changes to the terms, we will notify you here, by email, or by means of a notice on our home page.