Tax Master Network — Terms of Service
Effective Date: May 30, 2026 Last Updated: May 30, 2026
Table of Contents
- Introduction and Acceptance
- Definitions
- Account Registration and Security
- User Eligibility and Restrictions
- License Grant and Restrictions
- Acceptable Use Policy
- Customer Data and TMN Use of Data
- Artificial Intelligence Features
- Third-Party Services and Integrations
- Fees and Payment
- Free Trial
- Intellectual Property
- Confidentiality
- Warranties and Disclaimers
- Limitation of Liability
- Indemnification
- Termination
- Governing Law and Dispute Resolution
- General Provisions
- Contact Information
1. Introduction and Acceptance
These Terms of Service (“Terms” or “Agreement“) constitute a legally binding agreement between you (“User,” “you,” or “your“) and Tax Master Network, LLC, an Ohio limited liability company (“TMN,” “Company,” “we,” “us,” or “our“). These Terms govern your access to and use of the TMN platform, including our websites, mobile applications, software-as-a-service offerings, application programming interfaces, and all related services (collectively, the “Services” or “Platform“).
TMN provides tax and educational consulting services and tax-related software to individuals and businesses.
BY ACCESSING OR USING THE SERVICES, CLICKING “I ACCEPT,” CREATING AN ACCOUNT, OR EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE.
If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to these Terms, in which case “you” and “your” shall refer to such entity and its affiliates.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.
2. Definitions
The following terms have specific meanings throughout this Agreement:
(i) “Affiliate” — Any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests of such entity.
(ii) “Authorized User” — An individual who is authorized by Customer to access and use the Services under the Customer’s subscription, and for whom Customer has purchased a subscription seat or license.
(iii) “Confidential Information” — All non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
(iv) “Customer” — The entity or individual that has entered into a subscription agreement for the Services.
(v) “Customer Data” — All electronic data, information, content, and materials submitted, uploaded, or otherwise transmitted by or on behalf of Customer or any Authorized User to the Services, including any other proprietary or confidential information.
(vi) “Documentation” — The user guides, online help, release notes, training materials, and other documentation provided or made available by TMN regarding the use or operation of the Services.
(vii) “Effective Date” — The date on which Customer first accepts these Terms or begins using the Services, whichever occurs first.
(viii) “Fees” — The subscription fees, per-seat charges, and any other amounts payable by Customer for access to and use of the Services as set forth in the applicable Order Form or subscription agreement.
(ix) “Intellectual Property Rights” — All patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications and registrations, renewals and extensions thereof.
(x) “Malicious Code” — Any software, code, or technology designed to disrupt, disable, harm, or otherwise impede the operation of the Services or any other software, firmware, hardware, computer system, or network, including viruses, worms, Trojan horses, ransomware, spyware, adware, and any other malicious or unwanted software.
(xi) “Order Form” — Any ordering document, online registration, or subscription page that specifies the Services to be provided, pricing, subscription term, and other commercial terms, and that references these Terms.
(xii) “Personal Data” — Any information relating to an identified or identifiable natural person, including but not limited to names, email addresses, phone numbers, and any other information defined as “personal data,” “personal information,” or similar terms under applicable data protection laws.
(xiii) “Services” — The TMN platform and all related software, applications, features, functionality, tools, and services made available by TMN, whether accessed through web browsers, mobile applications, APIs, or any other means.
(xiv) “Subscription Term” — The period during which Customer has agreed to subscribe to the Services, as specified in the applicable Order Form.
(xv) “Third-Party Services” — Any third-party products, services, applications, integrations, or platforms that may be accessed through, integrated with, or used in connection with the Services.
3. Account Registration and Security
3.1 Account Creation
To access the Services, you must register for an account by providing accurate, current, and complete information as prompted by the registration process, including your name, email address, organization name, and other requested information. You agree to maintain and promptly update your registration information to keep it accurate, current, and complete.
3.2 Account Credentials
You are responsible for maintaining the confidentiality and security of your account credentials, including your username and password. You agree to: (a) create a strong, unique password; (b) not share your account credentials with any third party; (c) not allow others to access your account; (d) immediately notify TMN of any unauthorized use of your account or any other breach of security; and (e) ensure that you log out of your account at the end of each session.
3.3 Account Responsibility
You are solely responsible for all activities that occur under your account, whether or not authorized by you. TMN shall not be liable for any loss, damage, or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account.
3.4 Per-Seat Licensing
Access to the Services is licensed on a per-seat basis. Each Authorized User must have their own unique account and login credentials. Account sharing, concurrent use of a single account by multiple individuals, or any attempt to circumvent per-seat licensing restrictions is strictly prohibited and constitutes a material breach of these Terms.
4. User Eligibility and Restrictions
4.1 Eligibility Requirements
You represent and warrant that:
(i) You are at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater;
(ii) You have the legal capacity and authority to enter into this Agreement;
(iii) You are not located in, or a resident of, any country subject to U.S. trade sanctions or embargoes;
(iv) You are not identified on any U.S. government list of prohibited or restricted parties;
(v) Your use of the Services will not violate any applicable law, regulation, or rule.
4.2 Prohibited Users
You may not access or use the Services if you are:
(i) A minor under the age of eighteen (18) or the age of legal majority in your jurisdiction;
(ii) Prohibited by applicable law from using the Services;
(iii) A competitor of TMN or affiliated with a competitor, unless expressly authorized in writing by TMN;
(iv) Using automated means (including bots, scrapers, crawlers, or similar technologies) to access the Services, except for authorized search engine indexing of public information;
(v) Intending to use the Services for any harmful, unlawful, or unauthorized purpose.
5. License Grant and Restrictions
5.1 License Grant
Subject to your compliance with these Terms and payment of all applicable Fees, TMN hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the Subscription Term. This license does not include any right to: (a) sublicense, sell, resell, transfer, assign, distribute, or otherwise make the Services available to any third party; (b) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, or disassemble the Services; or (c) access the Services for purposes of building a competitive product or service.
5.2 Restrictions on Use
You shall not, and shall not permit any third party to:
(i) License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Services available to any third party other than Authorized Users;
(ii) Use the Services to process data on behalf of any third party;
(iii) Modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks;
(iv) Use the Services to store or transmit infringing, libelous, defamatory, or otherwise unlawful or tortious material;
(v) Use the Services to store or transmit material in violation of third-party privacy rights;
(vi) Use the Services to store or transmit Malicious Code;
(vii) Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;
(viii) Attempt to gain unauthorized access to the Services or their related systems or networks;
(ix) Copy, frame, or mirror any part or content of the Services;
(x) Access the Services to build a competitive product or service, or copy any features, functions, or graphics of the Services;
(xi) Remove, alter, or obscure any proprietary notices in the Services;
(xii) Use the Services in violation of any applicable law or regulation;
(xiii) Use the Services to send unsolicited communications, promotions, advertisements, or spam.
5.3 Reservation of Rights
TMN and its licensors reserve all rights not expressly granted in these Terms. The Services are licensed, not sold, and TMN retains all right, title, and interest in and to the Services, including all related Intellectual Property Rights. No rights are granted to you hereunder other than as expressly set forth herein.
6. Acceptable Use Policy
6.1 Compliance with Laws
You agree to use the Services in compliance with all applicable federal, state, local, and international laws, regulations, and rules, including laws governing data protection, privacy, and any professional, licensing, or regulatory obligations that apply to you.
6.2 Prohibited Conduct
You agree not to:
(i) Use the Services for any illegal, harmful, or fraudulent purpose;
(ii) Upload, post, or transmit any content that is unlawful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
(iii) Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity;
(iv) Interfere with or disrupt the Services or servers or networks connected to the Services;
(v) Attempt to probe, scan, or test the vulnerability of the Services or any related system or network;
(vi) Use any robot, spider, scraper, or other automated means to access the Services for any purpose;
(vii) Collect or harvest any personally identifiable information from the Services without authorization;
(viii) Use the Services to send spam, chain letters, or other unsolicited communications;
(ix) Use the Services in any manner that could damage, disable, overburden, or impair the Services;
(x) Engage in any other conduct that restricts or inhibits any other user from using or enjoying the Services.
6.3 Enforcement
TMN reserves the right, but has no obligation, to investigate any suspected violation of these Terms or any misuse of the Services. TMN may, in its sole discretion, immediately suspend or terminate your access to the Services, remove any content, or take any other action TMN deems appropriate, with or without notice, if TMN believes you have violated these Terms or applicable law.
7. Customer Data and TMN Use of Data
7.1 Ownership of Customer Data
As between TMN and Customer, Customer retains all right, title, and interest in and to Customer Data. TMN acquires no ownership rights in Customer Data under this Agreement.
7.2 Service Data Defined
“Service Data” means Customer Data together with all data, content, communications, prompts, inputs, outputs, telemetry, configuration, usage, performance, and operational metrics generated by, derived from, observed in, or transmitted through Customer’s use of the Services.
7.3 TMN’s Use of Service Data
Customer grants TMN a worldwide, royalty-free, non-exclusive license to access, host, store, copy, transmit, reproduce, and process Service Data as necessary to operate, provide, maintain, secure, support, and improve the Services, to generate analytics and de-identified data for the internal operation of the Services, and to comply with applicable law.
TMN represents that it does not train, fine-tune, or otherwise develop its own artificial intelligence or machine learning models on Customer Data, and that TMN does not sell Customer Data to third parties for third-party marketing purposes. TMN will not, on its own behalf, solicit Customer’s clients, contacts, or end-users for so long as Customer remains an active customer of the Services. The foregoing does not limit TMN’s right to send system-generated, transactional, service-related, account, billing, security, or other business communications to Customer’s Authorized Users or to any persons whose contact information is provided to TMN through the Services in connection with the operation of the Services.
TMN may retain de-identified, aggregated data derived from Service Data that cannot reasonably be re-identified to Customer for the internal operation, security, and integrity of the Services.
7.4 No Sale of Personal Data
TMN does not sell Personal Data to third parties for monetary consideration. TMN’s use of Service Data for the purposes set forth in Section 7.3 does not constitute a “sale” of Personal Data under applicable privacy law.
7.5 Aggregated and De-Identified Data
TMN may collect, use, and retain aggregated, anonymized, and de-identified data derived from Service Data for TMN’s lawful internal business purposes, and TMN owns all right, title, and interest in such aggregated, anonymized, and de-identified data.
7.6 Customer Responsibilities and Representations
Customer is solely responsible for:
(i) the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data;
(ii) General representation. Customer represents and warrants that Customer has obtained, and will maintain throughout the Subscription Term, all rights, consents, authorizations, and notices required by applicable law for Customer to upload and submit Customer Data to the Services and to permit TMN’s use of Service Data as described in this Agreement;
(iii) Regulated-professional representation. Where Customer (or any Authorized User acting on Customer’s behalf) is, or holds out as, a licensed or regulated professional subject to heightened confidentiality, fiduciary, ethical, or client-consent obligations — including, without limitation, tax-return preparers and other persons subject to IRC §§ 7216 and 6713 and Treasury Regulation § 301.7216 (including the consent-format requirements of Rev. Proc. 2013-14 and its successors), persons subject to IRS Circular 230, certified public accountants and other persons subject to the AICPA Code of Professional Conduct (including Rule 1.700 on Confidential Client Information), attorneys subject to state bar rules of professional responsibility, registered investment advisers subject to the Investment Advisers Act of 1940 and applicable state securities laws, and any other licensed or regulated professional subject to comparable obligations — Customer represents and warrants that Customer is, and will remain throughout the Subscription Term, in compliance with all such obligations in connection with Customer’s use of the Services. If at any time during the Subscription Term Customer becomes unable to maintain such compliance, Customer will promptly notify TMN in writing and discontinue Customer’s use of the Services within thirty (30) days;
(iv) providing individuals whose Personal Data is included in Customer Data with appropriate notice of the processing of their data through the Services;
(v) ensuring that the collection, use, and transfer of Service Data complies with all applicable laws and regulations; and
(vi) maintaining appropriate backups of Customer Data exported from the Services.
7.7 Sensitive Data
Customer acknowledges that the Services may receive sensitive personal or financial information. Customer is responsible for implementing appropriate access controls within the Services and ensuring that such sensitive data is only accessible to authorized personnel.
7.8 Security and Breach Notification
TMN will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Service Data against unauthorized access, use, alteration, or disclosure. In the event of a confirmed unauthorized acquisition of, or unauthorized access to, Customer Data that triggers a notification obligation under applicable data-breach notification law, TMN will notify Customer in accordance with the timeframes and requirements of such applicable law.
8. Artificial Intelligence Features
8.1 AI-Powered Features
The Services may include features and functionality that utilize artificial intelligence and machine learning technologies (“AI Features“), including but not limited to tax-planning suggestions, analytics, insights, recommendations, and automated processing. AI Features may be powered by one or more third-party AI service providers.
8.2 AI Data Processing
When Customer uses AI Features, Service Data (including Customer Data) may be transmitted to one or more third-party AI service providers for the purpose of inference. TMN currently uses OpenAI, L.L.C. for AI Features.
Based on representations made by OpenAI in its publicly available terms and policies, OpenAI does not use data submitted to the OpenAI API to train OpenAI’s generally-available models, and OpenAI retains API inference data for no longer than thirty (30) days for abuse-monitoring purposes before deleting it. TMN does not authorize OpenAI to use Customer Data for any purpose other than providing inference services to TMN. TMN does not independently verify OpenAI’s data-handling practices, and TMN makes no representation or warranty regarding the accuracy of OpenAI’s representations or the conduct of OpenAI.
Customer acknowledges and agrees that:
(i) AI-generated outputs may not always be accurate, complete, or appropriate;
(ii) AI Features are provided “as is” without warranties of any kind;
(iii) Customer is solely responsible for reviewing and validating all AI-generated outputs before relying on them for any purpose;
(iv) Customer should not submit to the Services any data Customer is unwilling to have processed as described in this Section 8.2 and Section 7.3.
8.3 AI Limitations
Customer acknowledges that AI Features:
(i) Are intended to assist and augment human decision-making, not replace it;
(ii) May produce outputs that are inaccurate, incomplete, biased, or inappropriate;
(iii) Should not be relied upon as the sole basis for any material decisions;
(iv) May be subject to limitations, errors, or interruptions;
(v) Are not designed for and should not be used in any manner that could cause harm to individuals or violate applicable laws.
8.4 No Automated Decision-Making
TMN does not engage in fully automated decision-making that produces legal or similarly significant effects on individuals. All AI-powered recommendations, insights, and outputs are intended to inform and support human decision-makers. Customer is solely responsible for all decisions made based on or in connection with AI Features.
9. Third-Party Services and Integrations
9.1 Third-Party Integrations
The Services may allow you to connect, integrate, or interact with third-party services, applications, and platforms (“Third-Party Services”). These integrations are provided for your convenience and may involve the transmission of Customer Data to such Third-Party Services. TMN does not control and is not responsible for Third-Party Services, their content, privacy practices, or availability.
9.2 Third-Party Terms
Your use of Third-Party Services is governed by the terms of service, privacy policies, and other agreements between you and the applicable third-party providers. You are solely responsible for:
(i) Reviewing and accepting the terms of any Third-Party Services you choose to connect;
(ii) Ensuring that your use of Third-Party Services complies with applicable laws;
(iii) Any data shared with or accessed by Third-Party Services.
TMN disclaims all liability arising from your use of Third-Party Services.
9.3 Integration Data
When you enable integrations with Third-Party Services, you authorize TMN to access, transmit, and process data from such Third-Party Services as necessary to provide the integrated functionality. You represent that you have all necessary rights and authorizations to share such data with TMN and to allow TMN to process it in connection with the Services.
10. Fees and Payment
10.1 Subscription Fees
Customer agrees to pay all Fees as specified in the applicable Order Form or subscription agreement. The Services are offered on a subscription basis with per-seat pricing. Fees are based on the number of Authorized Users and the Subscription Term selected. All Fees are quoted and payable in United States dollars unless otherwise specified.
10.2 Payment Terms
Customer shall provide valid payment information and authorize TMN to charge such payment method through TMN’s payment processor for all applicable Fees. Subscription Fees are billed in advance on a recurring basis (monthly or annually, as applicable) and are due upon the commencement of each billing period. Invoiced amounts are due within thirty (30) days of the invoice date.
10.3 Non-Refundable Fees
ALL FEES ARE NON-REFUNDABLE. Except as expressly provided otherwise in this Agreement or as required by applicable law, all Fees paid are non-refundable and all payment obligations are non-cancelable. Customer shall not be entitled to any refund, credit, or proration of Fees in the event of termination or suspension of the Services, regardless of the reason for such termination or suspension.
10.4 Taxes
Fees are exclusive of all applicable taxes, levies, duties, or similar governmental assessments, including sales, use, value-added, and withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer’s purchases under this Agreement, excluding taxes based on TMN’s net income.
10.5 Late Payments
Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Customer shall reimburse TMN for all costs of collection, including reasonable attorneys’ fees.
10.6 Suspension for Non-Payment
TMN may suspend Customer’s access to the Services immediately upon notice if any Fees are more than fifteen (15) days overdue. Suspension of Services shall not relieve Customer of its obligation to pay all outstanding Fees.
10.7 Price Changes
TMN reserves the right to change Fees at any time. Any Fee changes will become effective at the beginning of the next Subscription Term following notice to Customer. Customer’s continued use of the Services after a Fee change constitutes acceptance of the new Fees.
10.8 Subscription Term and Auto-Renewal
Unless the applicable Order Form specifies a different term, the Subscription Term begins on the Start Date specified in the Order Form and continues on a month-to-month basis. The Subscription Term will automatically renew for successive one-month terms unless either party gives the other written notice of non-renewal before the start of the next monthly billing cycle. Renewal Fees will be charged at TMN’s then-current rates, which may differ from prior pricing.
11. Free Trial
11.1 Free Trial Availability
TMN may offer a free trial of the Services for a limited period. If you register for a free trial, TMN will make the Services available to you on a trial basis, free of charge, until the earlier of: (a) the end of the free trial period; (b) the start of a paid subscription; or (c) termination of the free trial by TMN in its sole discretion.
11.2 Free Trial Terms
Any free trial is subject to all of the terms and conditions of this Agreement, except as otherwise specified. TMN may terminate any free trial at any time, for any reason, without notice or liability. TMN reserves the right to limit free trial eligibility, modify free trial terms, or discontinue free trials entirely at any time.
11.3 Free Trial Data
Upon expiration or termination of a free trial, TMN may delete all Customer Data associated with the free trial account without notice. Customer is solely responsible for exporting any data it wishes to retain prior to the end of the free trial period.
FREE TRIAL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND ARE NOT SUBJECT TO ANY SERVICE LEVEL COMMITMENTS.
12. Intellectual Property
12.1 TMN Intellectual Property
The Services, including all software, code, algorithms, designs, graphics, user interfaces, features, functionality, content, documentation, and all Intellectual Property Rights therein, are and shall remain the exclusive property of TMN and its licensors. The TMN name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of TMN or its affiliates. You may not use such marks without the prior written permission of TMN.
12.2 Feedback
If you provide TMN with any suggestions, enhancement requests, recommendations, corrections, or other feedback regarding the Services (“Feedback”), you hereby grant TMN a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, copy, modify, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit such Feedback in any manner and for any purpose, without attribution, compensation, or other obligation to you.
12.3 No Implied Licenses
Except for the limited license expressly granted in this Agreement, nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of TMN’s Intellectual Property Rights or other proprietary rights.
13. Confidentiality
13.1 Confidential Information
Each party (the “Receiving Party”) agrees to hold in confidence and not disclose to any third party any Confidential Information of the other party (the “Disclosing Party”), except as expressly permitted under this Agreement. Confidential Information of Customer includes Customer Data. Confidential Information of TMN includes the Services, Documentation, pricing, and the terms of this Agreement.
13.2 Exclusions
Confidential Information does not include information that:
(i) Is or becomes publicly available through no fault of the Receiving Party;
(ii) Was rightfully in the Receiving Party’s possession prior to receipt from the Disclosing Party;
(iii) Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure;
(iv) Is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
13.3 Permitted Disclosures
The Receiving Party may disclose Confidential Information:
(i) To its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein;
(ii) As required by law, regulation, or legal process, provided that the Receiving Party gives the Disclosing Party prompt notice (to the extent legally permitted) and reasonable assistance to contest such disclosure.
13.4 Protection Standards
The Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care. The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of three (3) years.
14. Warranties and Disclaimers
14.1 Limited Warranty
TMN warrants that: (a) it has the authority to enter into this Agreement; and (b) the Services will perform materially in accordance with the applicable Documentation during the Subscription Term. Customer’s sole and exclusive remedy for any breach of this warranty shall be, at TMN’s option: (i) repair or replacement of the non-conforming Services; or (ii) termination of this Agreement and refund of any prepaid, unused Fees for the affected Services.
14.2 Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TMN AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
TMN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TMN DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR MEET CUSTOMER’S REQUIREMENTS.
TMN MAKES NO WARRANTIES REGARDING AI FEATURES, INCLUDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR APPROPRIATENESS OF AI-GENERATED OUTPUTS. CUSTOMER ACKNOWLEDGES THAT AI FEATURES MAY PRODUCE ERRORS, BIASES, OR INACCURACIES.
TMN MAKES NO WARRANTIES REGARDING ANY THIRD-PARTY SERVICES OR INTEGRATIONS.
Some jurisdictions do not allow the disclaimer of implied warranties, so the above disclaimer may not apply to you to the extent prohibited by applicable law.
15. Limitation of Liability
15.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TMN, ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF TMN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
15.2 Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF TMN AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO TMN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100).
15.3 Basis of the Bargain
CUSTOMER ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. TMN WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN.
15.4 Jurisdictional Limitations
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you to the extent prohibited by applicable law. In such jurisdictions, TMN’s liability shall be limited to the maximum extent permitted by law.
16. Indemnification
16.1 Customer Indemnification
Customer shall defend, indemnify, and hold harmless TMN, its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “TMN Indemnitees“) from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, settlements, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(i) Customer’s or any Authorized User’s use or misuse of the Services;
(ii) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third-party rights;
(iii) Any actual or alleged violation of this Agreement by Customer or any Authorized User;
(iv) Any actual or alleged violation of applicable law by Customer or any Authorized User;
(v) Any dispute between Customer and any third party, including any Authorized User, employee, or client;
(vi) Customer’s products, services, advice, or business practices.
16.2 Indemnification Procedures
TMN shall provide Customer with: (a) prompt written notice of any claim subject to indemnification; (b) sole control over the defense and settlement of such claim (provided that Customer shall not settle any claim without TMN’s prior written consent if such settlement would impose any obligation on TMN or require TMN to admit fault); and (c) reasonable cooperation in the defense of such claim at Customer’s expense.
16.3 TMN IP Indemnification
TMN will defend Customer against any third-party claim alleging that the Services, when used by Customer in accordance with this Agreement, infringe any U.S. patent, copyright, trademark, or trade secret of such third party, and will pay any settlement amounts TMN agrees to or damages finally awarded against Customer by a court of competent jurisdiction. TMN has no obligation under this Section 16.3 for any claim arising from: (a) Customer Data or other materials provided by Customer; (b) modifications to the Services not made by TMN; (c) combination of the Services with products, software, or data not provided by TMN; (d) Customer’s use of the Services in breach of this Agreement; or (e) AI-generated outputs or use of AI Features.
If the Services become, or in TMN’s reasonable opinion are likely to become, the subject of an infringement claim, TMN may, at its option: (i) procure for Customer the right to continue using the Services; (ii) modify the Services to be non-infringing; or (iii) terminate the affected Services and refund a pro-rated portion of prepaid Fees for the remainder of the then-current monthly term.
THIS SECTION 16.3 STATES TMN’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT.
17. Termination
17.1 Termination for Convenience
Either party may terminate this Agreement at any time upon thirty (30) days’ prior written notice to the other party. Termination by Customer for convenience shall not entitle Customer to any refund of Fees already paid.
17.2 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if:
(i) The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof;
(ii) The other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
TMN may also terminate this Agreement or suspend Customer’s access to the Services immediately and without notice if Customer violates Section 5 (License Restrictions), Section 6 (Acceptable Use Policy), or Section 10 (Fees and Payment).
17.3 Effects of Termination
Upon termination or expiration of this Agreement:
(i) Customer’s access to the Services will be immediately terminated;
(ii) Customer shall pay all Fees accrued through the date of termination;
(iii) Each party shall return or destroy all Confidential Information of the other party;
(iv) Customer may export Customer Data through self-service tools available in the Services or by written request to TMN within thirty (30) days after termination; and
(v) TMN will delete Customer Data from its production systems within thirty (30) days after termination or expiration, except that (i) encrypted, immutable backups will be overwritten in the ordinary backup rotation cycle within sixty (60) additional days, (ii) TMN may retain de-identified, aggregated data as described in Section 7.5, and (iii) TMN may retain information required to be retained by applicable law.
17.4 Survival
The following provisions shall survive termination of this Agreement: Sections 2, 7.1, 7.4, 7.5, 7.6, 10 (with respect to amounts accrued through termination), 12, 13, 14.2, 15, 16, 17.3, 17.4, 18, and 19.
18. Governing Law and Dispute Resolution
18.1 Governing Law
This Agreement and any Dispute (as defined below) will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
18.2 Federal Arbitration Act
The arbitration provisions of this Section 18 are governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and evidence a transaction involving interstate commerce.
18.3 Mandatory Binding Arbitration
Any dispute, claim, or controversy arising out of, relating to, or in connection with this Agreement, the Privacy Policy, or the Services (including their formation, performance, breach, termination, validity, or interpretation) (each a “Dispute”) will be finally resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect.
18.4 Single Arbitrator; AAA Appointment
The arbitration will be conducted before a single neutral arbitrator. The parties will attempt in good faith to agree on the arbitrator within fifteen (15) days after the demand for arbitration is filed. If the parties do not agree within that period, the AAA will appoint the arbitrator in accordance with its Commercial Arbitration Rules, and the AAA’s appointment will be final and binding.
18.5 Seat and Venue
The seat and venue of the arbitration will be Austin, Travis County, Texas, and any in-person hearing will take place there unless the parties agree in writing otherwise. Judgment on the award may be entered in any court of competent jurisdiction.
18.6 Class Action Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TMN AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. THE ARBITRATOR HAS NO AUTHORITY TO CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS HELD UNENFORCEABLE AS TO ANY PORTION OF A DISPUTE, THAT PORTION WILL BE SEVERED AND PROCEED IN STATE OR FEDERAL COURT IN THE ARBITRATION VENUE, AND THE REMAINDER WILL PROCEED IN ARBITRATION.
18.7 Jury Trial Waiver
EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY.
18.8 Confidentiality of Arbitration
Except as needed to enforce an award or as required by law, the parties will keep all aspects of any arbitration (including the existence, content, and result) confidential, and will not disclose any such information to any third party without the other party’s prior written consent.
18.9 One-Year Time Limit
Any Dispute must be commenced within one (1) year after the cause of action accrues, or it is permanently barred, except where applicable law prohibits a contractual shortening of the limitations period.
18.10 Injunctive Relief
Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive or other equitable relief in the state or federal courts located in the arbitration venue, to prevent or stop the actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information, and the parties consent to the personal jurisdiction of those courts for such purposes.
19. General Provisions
19.1 Entire Agreement
This Agreement, together with any Order Forms and the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, written or oral, between the parties regarding such subject matter. In the event of any conflict among an Order Form, a Customer Subscription Agreement, these Terms, or the Privacy Policy, these Terms (and, where applicable, the Privacy Policy) control. The Order Form and any Customer Subscription Agreement set forth commercial terms only.
19.2 Amendments to These Terms
TMN may, in its sole discretion and at any time, modify, amend, supplement, or replace these Terms. For material modifications, TMN will provide notice by one or more of the following methods at least fifteen (15) days before the modification takes effect: (a) email to Customer’s notice address; (b) in-product notice within the Services; or (c) for non-material or clarifying changes, posting the revised Terms at the applicable URL with an updated “Last Updated” date. Modifications take effect on the date stated in the notice or, if no date is stated, on the date the revised Terms are first made available.
CUSTOMER’S CONTINUED ACCESS TO OR USE OF THE SERVICES AFTER THE EFFECTIVE DATE OF ANY MODIFICATION CONSTITUTES CUSTOMER’S BINDING ACCEPTANCE OF, AND AGREEMENT TO BE BOUND BY, THE MODIFIED TERMS, WITHOUT THE NEED FOR ANY ADDITIONAL SIGNATURE, CLICK-THROUGH, COUNTERSIGNATURE, ORDER FORM, OR OTHER AFFIRMATIVE ACTION. If Customer does not agree to the modified Terms, Customer’s sole and exclusive remedy is to (i) cease all access to and use of the Services and (ii) provide written notice of non-renewal in accordance with the applicable Order Form or subscription. No refund or credit will be issued.
19.3 Waiver
No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.
19.4 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties’ original intent.
19.5 Assignment
Customer may not assign or transfer this Agreement or any rights or obligations hereunder without TMN’s prior written consent. TMN may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be null and void.
19.6 Notices
All notices required or permitted under this Agreement shall be in writing and shall be delivered by email, certified mail, or overnight courier. Notices to TMN shall be sent to support@taxmasternetwork.com. Notices to Customer shall be sent to the email address associated with Customer’s account.
19.7 Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
19.8 Independent Contractors
The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.
19.9 Third-Party Beneficiaries
Except as expressly provided herein, this Agreement does not create any rights in any third parties, and no third party shall have any right to enforce any provision of this Agreement.
20. Contact Information
If you have any questions, comments, or concerns about these Terms of Service, please contact us at:
Tax Master Network, LLC 2501 RR 620 S, #110, Lakeway, TX 78734 Email: support@taxmasternetwork.com
We will respond to your inquiry within 30 days or as required by applicable law.
End of Terms of Service.