This Web Services and GoFileRoom CS License Agreement is entered into by and between the company ( Company ) whose name appears on the applicable Web Services or GoFileRoom CS Order Form attached hereto and/or referencing this Agreement (the Order Form ) and Thomson Reuters (Tax and Accounting), Inc. ( TRTA ). Each such Order Form is subject to the terms and conditions of this Web Services and GoFileRoom CS License Agreement (collectively, the Agreement ). Company s signature on the applicable Order Form indicates that Company agrees to be bound by the terms and conditions of the Agreement. This Agreement shall be effective from the Effective Date as defined on the applicable Order Form, and shall remain in effect for as long as an Order Form is in effect. Terms and Conditions. By indicating Company s agreement with these terms, Company acknowledges that the person designated on the Web Services or GoFileRoom CS Order Form ( You ) is the authorized Administrator of the Web Service(s) or GoFileRoom CS (unless such administration is otherwise delegated) and has an exclusive license to use the Web Service(s) or GoFileRoom CS, subject to the license and use terms of this Agreement ( Licensee ) on behalf of one legally constituted proprietorship, partnership, or corporation (the Practice Unit ). Upon acceptance of the order by TRTA, TRTA grants to the Licensee, and grants to Licensee the right to sublicense and/or delegate to others in the Practice Unit, a limited, non-exclusive, non- transferable right during the term to use, access, and publish the Web Service(s) or GoFileRoom CS, as applicable, for the term stated in the applicable Order Form, as may be renewed pursuant to this Agreement. TRTA reserves the right to adjust pricing and/or minimum licensing requirements (e.g., number of users) with respect to any such Order Form. Web Services All Web Service(s) users must have a valid credit card or direct debit Account on file with TRTA. Initial setup fees must be paid in order to publish the Web Service(s). Fees for the continued use of the Web Service(s) will be determined by TRTA and will be charged monthly to the credit card or direct debit account on file based on the prior month s web service(s) activity. Failure to supply valid payment information will result in additional processing fees. For Virtual Office CS users, the fees for annual renewals, perpetual maintenance, and nontax renewals will be charged prior to the expiration dates of the software. The initial term of each Order Form for Web Service(s) shall be stated therein, and unless otherwise stated, has a duration of one (1) month ( Initial Term ). After such Initial Term, the Order Form will automatically renew on a month-to-month basis at then current fees for the applicable usage, unless Company sends TRTA notice pursuant to the section entitled Discontinuance by Licensee. GoFileRoom CS The Initial Term of each Order Form for GoFileRoom CS shall be stated therein, and unless otherwise stated, has a duration of twelve (12) months. The initial license fee for GoFileRoom CS includes all enhancements or modifications to the application ("normal updates") released during the Initial Term of the license. After the Initial Term, the license to GoFileRoom CS as well as any normal updates will be made available based on Company s return to TRTA of a renewal form issued by TRTA pursuant to such GoFileRoom CS Order Form (each, a Renewal Form ), and returned by Company accompanied by the proper payment of the annual license and, if applicable, maintenance fees. Company acknowledges that this agreement will apply to all Web Service(s) or GoFileRoom CS software used or acquired through the TRTA website(s), including annual renewals, perpetual maintenance, and non-tax renewals, or to continued use, and that this agreement may change from time to time. Company will be notified by TRTA in writing if any material change has occurred related to this agreement, until such time that the agreement is available online via the TRTA website. Company agrees that publication signifies Company s acceptance of any changed terms or conditions. TRTA may make available updates, enhancements, or modifications to the Web Service(s) or GoFileRoom CS under this agreement to Company. However, nothing in this agreement shall be construed to require TRTA to supply any such updates, enhancements, or modifications. Company acknowledges that any CD product sent to the Practice Unit is for back up purposes only and will not be utilized as the primary software source. Company acknowledges that the use of the Web Service(s) or GoFileRoom CS over the World Wide Web may be unreliable and that access to said Web Service(s) or GoFileRoom CS may not be available. In addition, Company agrees TRTA has taken measures to provide security, but that there is no guarantee of the security of information submitted through the Internet in relation to the Web Service(s) or GoFileRoom CS. Company expressly waives any and all claims against TRTA for these events. TRTA reserves the right to access, review, and delete any material on website(s) hosted by TRTA that TRTA determines in its sole discretion is defamatory, unprofessional, inaccurate, or contains objectionable material, and/or to terminate this Agreement in accordance with the section of this Agreement entitled Termination. Although TRTA may determine to review websites, TRTA shall not be required to do so, and TRTA shall not be responsible for reviewing, editing, or taking any other steps to monitor the content of websites hosted by TRTA. Business Purpose. Company acknowledges that the Software Products are being licensed for business use only. The software is licensed specifically for the use of the Practice Unit represented by the Licensee. Using this software to host other users outside of Company s Practice Unit and/or entities is not permitted. Telephone Support. Support is available during the days and times posted in the Support section of the CS Professional Suite and Enterprise Suite websites. Licensing for any products must be current (non-expired) in order to receive support services. Paid support is calculated in 10-minute increments or by the terms of the support contract, if purchased. Support services will only be provided to employees and contractors of Page 1 of 5 Web Services and GoFileRoom License Agreement
Continued Company s business unit. If Company is a CBS Master Licensee, Company will provide support to its clients since TRTA does not deal directly with the Company s clients. The initial license fee for these products includes 60 days of free telephone support from the date of purchase. Paid support applies thereafter. Internet Connectivity and Support. To assure successful network connectivity with the Web Service(s) or GoFileRoom CS, Company will provide a qualified network technician to install and configure all connections to the Internet. Company will provide a qualified person to handle all Internet connectivity administrative functions including but not limited to security, Proxy Servers, firewalls, routers, monitoring/verifying Internet Service Provider connectivity and all associated hardware. TRTA will only provide telephone support for the Web Service(s) or GoFileRoom CS when connectivity has been established from the originating client through the Internet Service Provider to the Internet. Discontinuance by Licensee. Web Services: Initial setup fees and onsite consulting / implementation / training fees are nonrefundable. The service(s) may be discontinued at any time via Licensee s written notice in accordance with the notice provisions of this Agreement. Authorization of a service at any time during a month constitutes acceptance of that monthly service fee. Monthly fees will not be prorated. Prepaid training balances that remain unused two years from the purchase date will be forfeited. GoFileRoom CS: The initial license fee for this product includes a 60-day right to return from the date of purchase. Onsite consulting / implementation / training fees and expenses are not refundable. A request to discontinue services can be made in writing in accordance with the notice provisions of this Agreement. Prepaid training balances unused after two years from the purchase date will be forfeited. Professional Responsibility. Company is solely responsible for the accuracy of all information displayed or stored via the Web Service(s) or GoFileRoom CS. Using the Web Service(s) or GoFileRoom CS does not relieve Company of any professional obligations. Without limiting the foregoing, Company is solely responsible for the use of Web Service(s) or GoFileRoom CS and for reviewing the accuracy and completeness of the data produced in connection with the use of Web Service(s) or GoFileRoom CS. Although Web Service(s) or GoFileRoom CS are tools to assist Company in the preparation of, as applicable, tax returns and/or other tax related documents ( Tax Documents ), Company assume sole responsibility and entire risk for the preparation, content, elections, accuracy and timely submission of all such Tax Documents. Company agrees to defend, at Company s own expense, indemnify and hold TRTA harmless against liability (including without limitation, attorneys' fees, penalties and interest) arising directly or indirectly from any suit, claim or proceeding brought against TRTA by any party based upon preparation, submission or filing of Tax Documents through use of Web Service(s) or GoFileRoom CS. Use. TRTA grants to Licensee, with the right to sublicense and/or delegate to others in the Practice Unit, a non-exclusive license to access and use the software as hosted by TRTA on the System during the term of the applicable Order Form, subject to the terms and conditions of this agreement. Company shall be responsible for all online access to the Software via Licensee s account and for ensuring security by maintaining user names and passwords in strict confidence and requiring all persons issued a user name and password by Company to maintain them in confidence. Company shall prevent access to the Software via Licensee s account, except passwordauthenticated access by Company s personnel for the exclusive purpose of using the Software in the ordinary course of Company s business during the term of the applicable Order Form. Company s Warranties. Company warrants to TRTA that Company has full power and authority to enter into this Agreement and to perform Company s obligations hereunder, and that Company will comply with all applicable laws, rules, and regulations including those relating to professional ethics, conduct, and advertising. Company represents and warrants that the provision and use of content provided by Company does not and will not violate any copyrights, trade secrets or other proprietary rights of any third party, or create any liability to any third party. Company further represents and warrants that the content to be provided does not and will not contain any matter that is defamatory or which may cause injury or result in damage to a third party, and that the content does not and will not contain any matter that is false, deceptive, threatening, abusive, or obscene. Company acknowledges that any breach of Company s representations and warranties is a material breach of this Agreement. Company shall defend, indemnify and hold harmless TRTA and its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, actions, causes of action, liabilities, damages, costs, and expenses (including reasonable attorneys fees) arising out of or relating to any facts or alleged facts which, if true, would constitute a breach of such representations or warranties. TRTA Warranties. TRTA represents and warrants to Company that it has full power and authority to enter into this agreement and perform its obligations hereunder. Confidentiality and Proprietary Rights. Both parties understand and agree that restrictions should be placed on the use, dissemination and disclosure of certain non public and/or proprietary information to be exchanged between TRTA on the one hand, and Company on the other. This information shall include, without limitation, the terms and conditions of this Agreement, either party s information about its customers, any non-public information, and TRTA s products and services, and all other software, data, information and materials marked as confidential or that should otherwise be understood to be confidential in the reasonable exercise of the receiving party s judgment, which is disclosed by one party ( the disclosing party) to the other Page 2 of 5 Web Services & GoFileRoom License Agreement
party ( the recipient ), all of which shall hereinafter be referred to as the Information. For the avoidance of doubt, nothing herein shall prohibit TRTA from collecting from Client s systems and providing to a taxing authority with information required for TRTA to electronically file a return on behalf of Client should Client request such service, including, but not limited to the Device ID identifying Client s computer that created the electronic file, as more fully set forth in IRS Publication 4164, Modernized e-file (MeF) Guide for Software Developers and Transmitters. The Information will be kept confidential and each party shall exercise reasonable care to maintain all Information in confidence. Circulation of the Information shall be limited to only the recipient s employees and agents who need to know the Information in connection with their normal duties and who are bound in writing by confidentiality obligations at least as stringent as under this Agreement, and shall not be distributed or disclosed in whole or in part to any other employees or third parties, without prior written consent of the disclosing party. The term Information does not include information that (a) is or becomes generally available to the public other than as a result of disclosure by the recipient or anyone to whom the recipient discloses the Information, (b) becomes available to the recipient on a non confidential basis from a source other than the disclosing party who is not bound by a confidentiality agreement with the disclosing party, (c) was lawfully known to the recipient or in its possession prior to the date of disclosure by the disclosing party, (d) is disclosed with the disclosing party s written permission, or (e) is independently developed by the recipient without reference to or use of the Information. In the event that the recipient becomes legally compelled to disclose any of the Information, it will provide the disclosing party with prompt notice so that the disclosing party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the recipient will furnish only that portion of the information, which is legally required and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information. In the event of any breach of the obligations set forth in this section by the Recipient, the Disclosing Party could be irreparably and immediately harmed and may not be made whole by monetary damages. In such event, without prejudice to any rights and remedies otherwise available, the Disclosing Party shall be entitled to seek equitable relief by way of injunction. The obligations of confidentiality set forth herein shall govern all communications and disclosure/receiving of Information between Company and TRTA and shall continue for a period of three (3) years following expiration or termination of this Agreement. TRTA retains all rights in the systems hosting Web Service(s) or GoFileRoom CS, and all source code, applications and processes making up Web Service(s) and GoFileRoom CS, (ii) any information about the same contained in the specifications, or documentation, user, technical and training manuals, (iii) updates, modifications, enhancements, screen shots, layouts, text and user interfaces, and (iv) any and all concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates and software contained in (i), (ii) or (iii) and/or which TRTA creates, acquires, owns or otherwise has or obtain rights to. Web Service(s) and GoFileRoom CS and accompanying Materials are subject to protection under the copyright and or trade secret laws, where applicable, and other intellectual property laws of the United States and other jurisdictions. The rights granted in this Agreement are the only rights that TRTA grants with regard to Service(s) or GoFileRoom CS and there are no implied licenses, and TRTA retains all rights not specifically granted to Company in the Agreement. Company agrees that it will hold and use Web Service(s) or GoFileRoom CS in the same manner as Company deals with Company s own confidential proprietary information and trade secrets. Company will not, nor will Company permit any of Company s employees, agents or representatives to transfer, resell, divulge, reverse engineer, modify, or develop derivative works from the programs or the technology embodied in Web Service(s) or GoFileRoom CS. DISCLAIMER AND LIMITATION OF LIABILITY. EXCEPT AS SET FORTH IN THIS AGREEMENT, TRTA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES AS TO THE ACCURACY, OR RESULTS TO BE OBTAINED FROM WEB SERVICE(S) OR GOFILEROOM CS, OR THAT ACCESS WILL BE UNINTERRUPTED OR ERROR FREE. IN THE EVENT TRTA BREACHES THIS WARRANTY, TRTA WILL, AT ITS OPTION, AND AS COMPANY S SOLE AND EXCLUSIVE REMEDY, RESTORE COMPANY S WEB SERVICE(S) OR GOFILEROOM CS ACCESS, OR REFUND A PORTION OF THE FEES PAID BY COMPANY FOR SUCH WEB SERVICE(S) OR GOFILEROOM CS. COMPANY AGREES THAT THE TOTAL CUMULATIVE LIABILITY OF TRTA FOR ALL CLAIMS DURING A TWELVE MONTH PERIOD RELATED TO THIS AGREEMENT INCLUDING ANY CLAIMS IN WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE SHALL NOT EXCEED THE TOTAL AMOUNT OF THE LICENSE FEES PAID BY COMPANY IN THE PRIOR SIX MONTHS FOR THE APPLICABLE WEB SERVICE(S) OR GOFILEROOM CS PRODUCT WHICH FORMS THE BASIS OF THE CLAIMS. TRTA SHALL NOT IN ANY EVENT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT MAY RESULT TO COMPANY OR OTHERS ARISING FROM, OR IN ANY WAY RELATING TO, THIS AGREEMENT, OR THROUGH USE OF THIS SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Termination. Without prejudice to any other rights, TRTA shall have the right to terminate any Order Form or this Agreement, or suspend Company s license to use the Software, as well as discontinue and/or suspend the provision of updates and/or support services for any of the CS Professional Page 3 of 5 Web Services and GoFileRoom License Agreement
Continued Suite Products, in the event of Company s material breach, including Company s failure to timely pay any sums when due, unless cured within ten (10) days of written notice of breach or nonpayment. Any information provided by Company and included in the Service may be stored for up to two years. TRTA may, also after any applicable minimum commitment period, discontinue the Web Service(s) or GoFileRoom CS for any reason upon written notice to Company. General. Company agrees that injunctive relief is an appropriate remedy to prevent any breach of this Agreement. Neither party may assign its rights and remedies nor transfer its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; however, upon written notice to the other party, TRTA may assign this Agreement to any present or future parent, subsidiary, or affiliate, or as part of the sale of its business using the Products and Services provided hereunder, or pursuant to any merger, consolidation, or other reorganization, without the other party's consent. An assignee of either party, as authorized hereunder, shall assume all of the rights and obligations of the assigning party set forth in this Agreement. Any required notice by TRTA shall be deemed properly given when sent by TRTA by certified, express or first class mail, or fax. This agreement shall be governed by and construed under the laws of the state of Michigan, without regard to conflict of laws provisions. The parties agree that the state and federal courts sitting in Michigan will have exclusive jurisdiction over any claim arising out of this agreement, and each party consents to the exclusive jurisdiction of such courts. This agreement, the Software License (if applicable), and the Web Services or GoFileRoom CS Order Form, embodies the entire understanding between the parties with respect to the subject matter hereof and thereof, and supersedes any and all prior understandings and agreements, oral and written, relating to the subject matter hereof and thereof. Should any provision of this agreement be held void, invalid, unenforceable or illegal by a court of law, the remaining provisions will remain valid and enforceable. Failure to enforce any provision of this agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. Customer License Terms and Conditions Regarding Use of MICROSOFT SOFTWARE. This document concerns Company s use of Microsoft software, which includes computer software provided to Company by TRTA as described below, and may include associated media, printed materials, and online or electronic documentation (individually and collectively SOFTWARE PRODUCTS ). TRTA does not own the SOFTWARE PRODUCTS and the use thereof is subject to certain rights and limitations of which TRTA needs to inform you. Company s right to use the SOFTWARE PRODUCTS is subject to Company s agreement with TRTA, and to Company s understanding of, compliance with and consent to the following terms and conditions, which TRTA does not have authority to vary, alter or amend. 1. DEFINITIONS. Client Software Means software that allows a Device to access or utilize the services or functionality provided by the Server Software. Device Means each computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, smart phone, or other electronic device. Server Software Means software that provides services or functionality on a computer acting as a server. Redistribution Software Means the software described in Paragraph 4 ( Use of Redistribution Software ) below. 2. OWNERSHIP OF SOFTWARE PRODUCTS. The SOFTWARE PRODUCTS are licensed to TRTA from an affiliate of the Microsoft Corporation ( Microsoft ). All title and intellectual property rights in and to the SOFTWARE PRODUCTS (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and applets incorporated into the SOFTWARE PRODUCTS) are owned by Microsoft or its suppliers. The SOFTWARE PRODUCTS are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Company s possession, access, or use of the SOFTWARE PRODUCTS does not transfer any ownership of the SOFTWARE PRODUCTS or any intellectual property rights to Company. 3. USE OF CLIENT SOFTWARE. Company may use the Client Software installed on Company s Devices by TRTA only in accordance with the instructions, and only in connection with the services, provided to Company by TRTA. 4. USE OF REDISTRIBUTION SOFTWARE. In connection with the services provided to Company by TRTA, Company may have access to certain sample, re-distributable and/or software development ( SDK ) software code and tools (individually and collectively Redistribution Software ). COMPANY MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY RE-DISTRIBUTION SOFTWARE UNLESS COMPANY EXPRESSLY AGREES TO AND COMPLIES WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICES PROVIDER USE RIGHTS ( SPUR ) APPLICABLE TO TRTA, WHICH TERMS MUST BE PROVIDED TO COMPANY BY TRTA. Microsoft does not permit Company to use any Re-distribution Software unless Company expressly agrees to and comply with such additional terms, as provided to Company by TRTA. 5. COPIES. Company may not make any copies of the SOFTWARE PRODUCTS. However, Company may (a) make one 1) copy of Client Software on Company s Device as expressly authorized by TRTA; and (b) Company may make copies of certain Redistribution Software in accordance with paragraph 4 (Use of Redistribution Software). Company must erase or destroy all such Client Software and/or Redistribution Software upon termination or Page 4 of 5 Web Services & GoFileRoom License Agreement
cancellation of Company s agreement with TRTA, upon notice from TRTA or upon transfer of Company s Device to another person or entity, whichever first occurs. Company may not copy any printed materials accompanying the SOFTWARE PRODUCTS. 6. LIMITATION ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. Company may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCTS, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity. 7. NO RENTAL. Company may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the SOFTWARE PRODUCTS to any third party, and Company may not permit any third party to have access to and/or use the functionality of the SOFTWARE PRODUCTS. 8. TERMINATION. Without prejudice to any other rights, TRTA may terminate Company s rights to use the SOFTWARE PRODUCTS if Company fails to comply with these terms and conditions. In the event of termination or cancellation, Company must stop using and/or accessing the SOFTWARE PRODUCTS, and destroy all copies of the SOFTWARE PRODUCTS and all of their component parts. 9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY TRTA AND NOT BY MICROSOFT OR ITS AFFILIATES OR SUBSIDIARIES. 10. PRODUCT SUPPORT. Any product support for the SOFTWARE PRODUCTS is provided to Company by TRTA and is not provided by Microsoft or its affiliates or subsidiaries. 11. NOT FAULT TOLERANT. THE SOFTWARE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE. 12. EXPORT RESTRICTIONS. The SOFTWARE PRODUCTS are of U.S. origin for purposes of U.S. export control laws. Company agrees to comply with all applicable international and national laws that apply to the SOFTWARE PRODUCTS, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see www.microsoft.com/exporting/. 13. LIABILITY FOR BREACH. In addition to any liability, Company may have to TRTA, Company agrees that it will also be legally responsible directly to Microsoft for any breach of these terms and conditions. Page 5 of 5 Web Services and GoFileRoom License Agreement