Tax Interpretations Subscription Agreement

Last updated on 18 February 2016.

THIS SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) IS BY AND BETWEEN TAX INTERPRETATIONS, AN ONTARIO CORPORATION (“TAX INTERPRETATIONS”), AND YOU (THE “SUBSCRIBER”). THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE DATE OF ELECTRONIC ACCEPTANCE BY CLICKING A BOX INDICATING ACCEPTANCE OR BY EXECUTING A SALES QUOTATION THAT REFERENCES THIS AGREEMENT (“EFFECTIVE DATE”). ANY REFERENCE TO SHALL ALSO INCLUDE TAX INTERPRETATIONS’ AFFILIATES, AS DEFINED BELOW. EACH OF TAX INTERPRETATIONS AND SUBSCRIBER IS A “PARTY” AND TOGETHER THEY ARE THE “PARTIES”.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, INCLUDING A PARTNERSHIP, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1. License Grant.
   
   1. License to Use Service. Tax Interpretations hereby grants to Subscriber a nonexclusive, nontransferable, worldwide license during the Term (the “License”) to access and view content on taxinterpretations.com (the "Services") in accordance with this Agreement. All rights not expressly granted to Subscriber under the License are reserved by Tax Interpretations. The License granted to Subscriber pursuant to this Agreement will permit use of the Services by the number of Subscriber employees or agents (“End-users”) specified in the payment summary screen. Subscriber may increase the number of End-users during the Initial or Subsequent Terms (as defined in Section 7.1) of this Agreement for an additional prorated fee at either the fee rate set forth in the payment screen or the then-current fee rate, to be determined by Tax Interpretations in its sole discretion.
   2. Designated End-users. Each End-user will be designated as an End-user through consultations between Tax Interpretation and the Subscriber. The License to use the Services by each End-user may not be shared or used by more than one individual, but may be re-issued from time to time to new End-users upon prior notification to and acceptance by Tax Interpretations. Any unauthorized access to Services, or other abuse or impermissible activity on Tax Interpretations’ Site or in connection with Tax Interpretations’ Services may result in immediate suspension or termination of End-user accounts pursuant to Section 7 of this Agreement. Subscriber will promptly notify Tax Interpretations of any unauthorized use of the Services in breach of this Agreement, any unauthorized use of accounts, or any other known or suspected breach of security.
   3. Limitations on Use. The Services are for use only by Subscriber and its assigned End-users. Except as permitted by this Agreement, the Services may not be decompiled, reverse engineered, disassembled, transferred, distributed, resold, sublicensed, or used to create any derivative works. Subscribers may not use any network monitoring or discovery software to determine the Site’s or Service’s architecture, or extract information about usage or individual identities of users. Subscriber may not use any robot, spider, other automatic software or device, or manual process to monitor or copy the Site or Services. Subscriber may not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any non-End-user third party the Services in any way; (ii) modify or make derivative works based upon the Site or Services; (iii) “frame” or “mirror” any content on any other server or wireless or Internet-based device; (iv) develop applications for internal use or install additional applications that are designed to run on or be used in conjunction with the Services.
2. Service Details.
   
   1. Site Access. Tax Interpretations shall provide access, via user-accounts, to all published content on taxinterpretations.com, to all the Subscriber's End-Users.
   2. Reasonable Copying. The End-Users may make copies of site content for their own use and study.
   3. Technical Measures. Tax Interpretations may implement reasonable technical measures to enforce the End-Users' compliance with this Agreement, including captchas, password policies, or limiting the number of simultaneous sessions per user-account. Tax Interpretations shall make reasonable efforts to ensure that these measures do not interfere with the end-users' site access rights.
3. Fees and Payment.
   
   1. Individual Subscribers. In this Agreement, Subscribers of individual accounts ("Individual Subscribers") are also deemed to be the Subscriber's sole designated End-User. Notwithstanding any other provision, Individual Subscribers may not designate a change in End-User without Tax Interpretations' consent.
   2. Firm Subscribers. Subscribers of firm accounts are called "Firm Subscribers."
   3. Billing Period. The Subscriber's "Billing Period" is coterminous with the Subscriber's annual Term, defined in Section 7.1.
   4. Current Billing Formula. The "Current Billing Formula" for a Subscriber's Billing Period is the formula, based on the number of end-users, described at taxinterpretations.com/subscribe/rates (the "Subscription Rates Page") at the commencement of the Billing Period, or the rate otherwise agreed to. After the Subscriber's Billing Period commences, any subsequent changes to the Subscription Rates Page will not affect that Billing Period's Current Billing Formula.
   5. Payment of Subscription Fees. Payment of Subscription Fees shall be made at the beginning of each Billing Period in the amount determined by period's Current Billing Formula and the first payment shall be invoiced on the Effective Date. All invoices shall be due within thirty (30) days of the invoice date.
   6. Taxes and Duties. Tax Interpretations’ fees are exclusive of all HST, GST, VAT or sales tax imposed by taxing authorities, and Subscriber will be responsible for payment of all such taxes.
   7. GST/HST Registration. Tax Interpretations shall maintain current GST/HST registration information at taxinterpretations.com/subscribe/hst, and include such amounts on its receipts and invoices.
   8. Payment and Billing Information. Subscriber agrees to provide Tax Interpretations with complete and accurate billing and contact information at all times. This information includes Subscriber’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. All fees are payable in Canadian dollars. Tax Interpretations reserves the right to determine acceptable methods of payment for the use of its Services. If Subscriber believes any bill is incorrect, Subscriber must contact Tax Interpretations in writing in accordance with Section 11.7 within 90 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. Subscriber will pay the undisputed portion of the invoice, and Subscriber and Tax Interpretations will cooperate to promptly resolve the invoice dispute.
4. Firm Subscriber's Changes to List of End-Users.
   1. General. From time to time, a Firm Subscriber may add, remove, or substitute End-Users. Upon notification of this change (using the form at taxinterpretations.com/contact), Tax Interpretations shall issue or revoke access to End-Users accordingly by the end of the next business day.
   2. Increases. Subscriber will be charged in full, according to the Billing Period's Current Billing Formula, for any portion of the Billing Period during which the number of the Subscriber's End-user licenses has increased. Additional End-user licenses will be coterminous with the other End-user licenses in the then-current Initial or Subsequent Terms.
   3. Reductions. Subscriber will be issued non-refundable credits ("Subscription Credits"), according to the Billing Period's Current Billing Formula, for any portion of a Billing Period during which the number of the Subscriber's End-user licenses has decreased. Tax Interpretations shall apply any outstanding Subscription Credits to any subsequent amounts payable by the Subscriber to Tax Interpretations, and is not obligated to refund such amounts.
   4. Substitutions. Changes to the Subscriber's End-User list that do not change the total number of End-Users on the list will have no effect, for billing purposes.
   5. Quarterly Adjustment Invoices. Tax Interpretations may issue quarterly invoices for fee increases related to an increase in the Subscriber's number of End-Users.
5. Amendments. The Parties agree that Tax Interpretations may, from time to time, in its reasonable discretion, make changes to the Services.
6. Tax Interpretations Proprietary Information. The Site, Services, and its Contents (“Tax Interpretations IP”) are owned or licensed by Tax Interpretations and protected by Canadian and international copyright, trademark, service mark, patent and/or other proprietary rights and laws. Except as expressly provided in this Agreement, nothing contained herein shall be construed as conferring to Subscriber any license or right under copyright or other intellectual property right law. No part of the Tax Interpretations IP may be altered, copied, photocopied, reproduced, translated or reduced to any electronic medium or machine-readable form, in whole or in part, except as specifically provided in this Agreement. Subscriber shall not take any action that shall interfere with or diminish Tax Interpretations’ right in any of the Tax Interpretations IP.
7. Term, Suspension, and Termination.
   
   1. Term. Unless terminated earlier pursuant to this Section 7 of the Agreement, the initial term (“Initial Term”) of this Agreement shall be for a period of twelve (12) months from the Effective Date and shall thereafter automatically continue under this Agreement annually, for successive twelve-month (12) periods (“Subsequent Term”) unless either Party provides a thirty-day (30) written notice of termination prior to the end of each twelve-month period. The Initial Term and Subsequent Term shall together be known as the “Term”.
   2. Suspension with Right to Cure. In addition to any other rights and remedies outlined in this Agreement, Tax Interpretations reserves the right to suspend the License and Subscriber’s access to the Services upon ten (10) days’ written notice to Subscriber (“Cure Period”) if Subscriber’s account becomes delinquent by non-payment for more than fifteen (15) days and such delinquency is not cured within the Cure Period. Delinquent invoices are subject to interest of one percent (1.0%) per month on any outstanding balance, plus all expenses of collection. Subscriber will continue to be charged for the remainder of the term for any delinquent accounts or for breach of this Agreement.
   3. Termination by Either Party for Any Reason. Either Party may terminate this Agreement at any time upon twenty (20) business days’ prior written notice for any reason (“Termination for Convenience”). If Subscriber terminates this Agreement pursuant to this Section, Subscriber is not entitled to any refund of Subscriber Fees. If Tax Interpretations terminates this Agreement pursuant to this Section, Subscriber shall receive a refund equivalent to any unused portion of the prepaid Term. Any unauthorized access, use of passwords or Services, or other abuse or impermissible activity on Tax Interpretations’ Site or in connection with Tax Interpretations’ Services may result in immediate suspension or termination of End-user accounts with no refund and without limitation of any other available legal remedies.
   4. Remedies Not Limiting. The remedies provided in this Section are in no way limiting of one another or of any other rights and remedies granted to Tax Interpretations under this Agreement. Tax Interpretations may choose to, but is not required to, place Subscriber’s account on suspension in lieu of termination where termination is permitted under the terms of this Agreement or take other appropriate action.
   5. Survival. Sections 7.4 (Remedies Not Limiting), 8 (Representations and Warranties), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), and 11 (Additional Miscellaneous Provisions), and this “Survival” provision, shall survive termination of this Agreement regardless of the manner in which this Agreement was terminated.
8. Representations and Warranties. Each Party represents, warrants, and covenants, as applicable, to the other Party that: (i) It has all right, title, and authority to enter into this Agreement; and (ii) Its execution of this Agreement and its engagement hereunder do not constitute a breach of any contract, agreement or understanding, oral or written, to which it is a party or by which it is bound.
9. Disclaimer of Warranties. The Site and Services are provided on an “as is” and “as available” basis, and, unless otherwise stated in this Agreement, Tax Interpretations expressly disclaims all warranties, including the warranties of merchantability, and fitness for a particular purpose and non-infringement. Tax Interpretations disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of or any way related to (a) any errors in or omissions from this Site and Services; (b) the unavailability of this Site, Services, or any portion thereof; (c) Subscriber’s use of this Site or Services; (d) Subscriber’s use of any equipment or software in connection with the Site or Services; or (e) any third party web sites or content therein directly or indirectly accessed through links contained on the Site or through the Services.
10. Limitation of Liability.
    
    1. THE LIABILITY OF TAX INTERPRETATIONS AND SUBSCRIBER TO EACH OTHER FOR ANY AND ALL CAUSE(S) OF ACTION, REGARDLESS OF THE FORM OF ACTION (INCLUDING CONTRACT, TORT, NEGLIGENCE OR ANY OTHER), ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT WILL IN NO EVENT EXCEED THE AVERAGE ANNUAL SUBSCRIPTION FEES IN THE THEN-CURRENT TERM.
    2. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL DAMAGES, OR DAMAGES FROM LOST PROFITS, LOST USE, OR ANY OTHER DAMAGES OF ANY KIND WHATSOEVER IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THIS SITE OR SERVICES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    3. NOTWITHSTANDING THE GENERALITY OF THE FOREGOING, THE SUBSCRIBER ACCEPTS AND AGREES TO THE DISCLAIMER ON THE TAX INTERPRETATIONS PAGES.
11. Additional Miscellaneous Provisions.
    
    1. Jurisdiction. This Agreement shall be construed in accordance with, and governed by, the laws of the Province of Ontario, except for that body of law addressing conflicts of law.
    2. Assignments. This Agreement shall be binding upon and shall be for the benefit of Tax Interpretations and Subscriber and both Parties’ respective legal representatives, successors, and permitted assigns; provided, that Subscriber shall not be entitled to assign, sublicense, or delegate this Agreement, in whole or in part, without Tax Interpretations’ prior written consent. Any attempted assignment, delegation, or assumption of this Agreement not in accordance with this Section will be of no force or effect.
    3. Entire Agreement; Waiver; Relationship of the Parties. This Agreement and the Exhibits hereto constitute the entire agreement between the Parties as to the subject matter hereof, and supersede all prior and/or contemporaneous agreements, representations, and understandings between them, whether orally or in writing, except as may be expressly incorporated by reference into this Agreement. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Parties. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agency, or employment relationship between the Parties, and neither Party shall have any right to bind the other or incur any obligation on the other’s behalf without the other’s prior written consent. Except as expressly provided for herein, this Agreement is not for the benefit of any third party, but nothing in this Agreement shall prevent or interfere with any consumer bringing an action against Subscriber for violation of law.
    4. Severability of Terms. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
    5. Amendment. This Agreement may be modified only in writing, signed by a duly authorized representative of each Party.
    6. Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile transmission, each of which when executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.
    7. Notices and Contact Information. Any demand, notice, or other communication required or permitted hereunder shall be effective if in writing and either (i) hand-delivered to the addressee; or (ii) deposited in the mail (registered or certified) or delivered to a private express company. Notices must be addressed as follows: (A) if to Tax Interpretations, at the mailing address or email set forth in the “Contact Us” section of the Site; or (B) if to Subscriber, at the mailing address or email set forth in the Subscriber registration page. Email notice shall only be effective upon confirmation of receipt by the receiving Party. Either Party may change its notice address by providing the other Party with notice of the change.