Terms and Conditions of Service

1. Acceptance of Terms

Thank you for selecting PeabodyTax.com to assist you with your sales tax compliance. These Terms and Conditions of Service (this “Agreement”) provides the basis under which PeabodyTax.com (“PeabodyTax”, “us”, “we”, “our”) gives you certain rights and imposes upon you certain responsibilities as more fully described below. By accepting this Agreement or by accessing our Service (as defined below), you indicate and affirm that you have read, fully understood and agree to be bound by these terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a company, partnership business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.

PeabodyTax shall have the right to change or add to the terms of this Agreement at any time (the “Site”). The revised Agreement will become effective thirty (30) days after we post such changes to this website page. Any use of the Service by you after that date shall constitute your acceptance of this Agreement as modified. If any change to this Agreement is not acceptable to you, your only remedy is to stop using the Services and send a cancellation email to support@PeabodyTax.com.

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy located at https://www.PeabodyTax.com/privacy.html and the PeabodyTax API License Agreement located at https://www.PeabodyTax.com/apiTerms.html. All such terms are incorporated by reference into these Terms and Conditions of Service.

2. Description of Service

The “Service” includes (a) the Site or Website, (b) PeabodyTax’s online and offline sales tax preparation, submission and filing services and related technologies, and (c) all software, data, reports, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this Agreement.

3. Access and Use

Subject to the terms and conditions of this Agreement, you may use the Service solely to track sales, prepare and submit necessary documents and forms for the purposes of remitting state sales taxes. You are not licensed or permitted under this Agreement to do any of the following: (i) attempt to access any other PeabodyTax.com's systems, programs or data that are not made available for public use; (ii) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws); (iii) work around any technical limitations in the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble, or otherwise reverse engineer the Services except as otherwise permitted by applicable law, (iv) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party (v) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or the use of the Services by PeabodyTax’s other licensees or customers, or impose an unreasonable or disproportionately large load on PeabodyTax’s infrastructure; or (vi) otherwise use or otherwise exploit the Services except as expressly allowed under this Section 3. You shall comply with any codes of conduct, policies or other notices PeabodyTax.com provides you or publishes in connection with the Services, and you shall promptly notify PeabodyTax.com if you learn of a security breach related to the Services.

If you are a Tax Professional (attorney, CPA, etc...), you are responsible for managing your clients’ accounts. Once a Tax Professional sets up a PeabodyTax.com Enterprise account, you have the option to invite your clients to join PeabodyTax with a single email address. You will have access to a client manager platform in which you can view, manage, and otherwise use the Service on behalf of your clients. You agree that you are not a contractor, employee, agent, joint venturer or partner of PeabodyTax for any reason, and you act exclusively on your own behalf and for you and your clients’ benefit, and not on behalf, or for the benefit, of PeabodyTax. PeabodyTax does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of accounting services for your clients. You represent and warrant that you have all rights, consents, and licenses necessary to provide accounting services for your clients on the Services, including rights to all client data, information, and other content (“Client Content”), and that neither the use of the Service, nor PeabodyTax’s use of the Client Content for purposes of delivering the Service will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy. Furthermore, you represent and warrant that you have read the terms of any agreements you have entered with any third parties or clients, and your and your client’s use or participation in the Service offered in will not breach any such agreements. As a Tax Professional, you are responsible for your own acts and omissions and those of any clients you manage under the Pro Plan. You may not refer clients that PeabodyTax refers to you for your services to any business that offers features and functionality substantially similar to those offered by PeabodyTax.

4. Reservation of Rights and Ownership; Your Content

PeabodyTax reserves all rights not expressly granted to you in this Agreement. The Services is protected by copyright, trade secret and other intellectual property laws. This Agreement does not grant you any rights to trademarks or service marks of PeabodyTax or any third party.

You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). You own all right, title and interest in and to Your Content. Notwithstanding anything to the contrary, PeabodyTax shall have the right to collect and analyze data and other information relating to the Services and related systems and technologies (including, without limitation, information concerning Your Content and data derived therefrom), and PeabodyTax will be free (during and after the Term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other PeabodyTax offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

PeabodyTax has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that PeabodyTax may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all. You understand that the operation of the Service, including Your Content, in certain circumstances, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to PeabodyTax’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. PeabodyTax will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.

You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in PeabodyTax’s published policies then in effect.

The failure of PeabodyTax to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. You acknowledge that this Agreement is a contract between you and PeabodyTax, even though it is electronic and is not physically signed by you and PeabodyTax, and it governs your use of the Services.

PeabodyTax reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on PeabodyTax’s website and in other communication with existing or potential PeabodyTax customers. To decline PeabodyTax this right you need to email support@PeabodyTax.com stating that you do not wish to be used as a reference.

5. Rights You Grant To Us

By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to PeabodyTax through the Services, you expressly authorize PeabodyTax to access and use your account information maintained by identified third parties, on your behalf as your agent. PeabodyTax may use and store the content in accordance with this Agreement and our privacy policy. You represent that you are entitled to submit it to PeabodyTax for use for this purpose, without any obligation by PeabodyTax to pay any fees or be subject to any restrictions or limitations. You hereby authorize and permit PeabodyTax to use and store information submitted by you to accomplish the foregoing and to configure the Services so that it is compatible with the third party sites for which you submit your information. For purposes of this Agreement and solely access and use the account information as part of the Services, you grant PeabodyTax a limited power of attorney, and appoint PeabodyTax as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN PeabodyTax IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, PeabodyTax IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SITE. You understand and agree that the Services are not sponsored or endorsed by any third parties accessible through the Services. PeabodyTax is not responsible for any payment processing errors or fees or other Services-related issues, including those issues that may arise from inaccurate account information.

6. Electronic Filing Services

If you choose to file your sales tax application electronically, your information will be converted to and stored in a standardized format, and then transmitted to the appropriate state agency. You are responsible for verifying the status of your tax return application to confirm that it has been received and accepted by the appropriate state agency and, if necessary, for filing it manually. You agree to review your tax return for indications of obvious errors before electronically filing or mailing it. PeabodyTax may, but is not obligated to, store and maintain information that you provide to PeabodyTax. PeabodyTax is not required or obligated to provide you with copies of this information. If you require a copy of your tax return, you must contact the appropriate state agency.

In the case that a state agency requires PeabodyTax to notify it, in connection with the electronic filing of your tax return, certain personal information, including the Internet Protocol (“IP”) address of the computer from which the application originated and whether the email address of the person electronically filing the return has been collected. By using the PeabodyTax Service to prepare and submit your tax return, you consent to the disclosure to the appropriate state agency of all information relating to your use of the PeabodyTax Services.

You are responsible for maintaining sufficient funds in your bank account to pay your sales tax obligation. Should there be insufficient funds to cover the sales tax amount due, PeabodyTax will cancel your enrollment in AutoFile and will not be responsible for the filing of your sales tax return or remittance of amount owed. Furthermore, PeabodyTax will charge your credit card on file a service charge of $40 to cover bank fees incurred as a result.

The completion of your tax return may vary due to technical problems with PeabodyTax’s systems, or where you have not provided all the necessary information requested by PeabodyTax or required to submit your tax return. For any of these or other reasons, PeabodyTax may not be able to submit your tax return in a timely manner, or at all.

PeabodyTax reserves the right to refuse to make the Services available to you or to provide the Services to you for any reason in its discretion and, in such instances, will refund any fees for the Services paid by you to PeabodyTax. Help and Support. PeabodyTax may use a variety of methods (e.g., in-product, Internet, e-mail, chat, fax and phone) to provide technical support and customer service in connection with Services. The terms and conditions governing the offering of this support, which may require the payment of an additional fee, are subject to change as announced by PeabodyTax from time to time.

7. Feedback

PeabodyTax may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its online products and services (“Feedback”). You hereby grant PeabodyTax a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner for any purpose.

8. Acknowledgement

You acknowledge that the Services provided by PeabodyTax merely involve the filing of sales tax returns based solely on information you provide. PeabodyTax and its personnel and affiliates are not accountants or Tax Professionals and are not providing any tax advice or guidance.

9. APPLICABLE LAW AND JURISDICTION; ARBITRATION

The website, API and any mobile application can be accessed from all countries around the world where the local technology permits. As each of these places have differing laws, by accessing the website, API and any mobile application both you and we agree that the laws of the State of Florida, United States of America, without giving effect to the conflicts of laws principles thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida, will apply to all matters relating to the use of the Mobile Application or website. You accept and agree that both you and we shall submit to the exclusive jurisdiction of the courts of the State of Florida, United States in respect of any dispute arising out of and/or in connection with these Terms and Conditions of Use. YOU WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST PEABODYTAX.COM, ITS AFFILIATES (including Manchester Fin. Grp., LLC and Titan Ventures, LLC), EMPLOYEES, OFFICERS, MANAGERS AND AGENTS AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT YOU ARE PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST PEABODYTAX.COM OR ITS AFFILIATES OR ANY OTHER PERSON, YOU AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION. If a dispute arises from or relates to the Services, the App, Website, these terms and conditions or otherwise, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to the App, Website, Services or otherwise between the parties, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be St. Johns County, Florida. The arbitration shall be governed by the laws of the State of Florida. There shall be no discovery other than the exchange of documents. There shall be no depositions. In making determinations regarding the scope of exchange of electronic information, the arbitrator(s) and the parties agree to be guided by The Sedona Principles, Third Edition: Best Practices, Recommendations & Principles for Addressing Electronic Document Production. All discovery shall be completed within 45 days following the appointment of the arbitrator. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section. Each party shall bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above. Notwithstanding any language to the contrary in the applicable agreements, the parties hereby agree: that the Underlying Award may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules (Appellate Rules); that the Underlying Award rendered by the arbitrator(s) shall, at a minimum, be a reasoned award; and that the Underlying Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of an Underlying Award, as defined by Rule A-3 of the Appellate Rules, by filing a Notice of Appeal with any AAA office. Following the appeal process the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof.

10. Third Party Websites

The Services may contain or reference links to websites or other resources on the Internet (including without limitation Third-Party Services) operated by third parties (“Third Party Websites”). These links are provided as a convenience only. Such Third Party Websites are not under the control of PeabodyTax. PeabodyTax is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. PeabodyTax does not review, approve, monitor endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Services is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by PeabodyTax or its Suppliers (defined below) of any information contained in any Third Party Website. In no event will PeabodyTax or its Suppliers be responsible for the information contained in such Third Party Website or for your use of or inability to use such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that linked Third Party Websites may contain terms and privacy policies that are different from those of PeabodyTax and its Suppliers. Neither PeabodyTax nor its Suppliers are responsible for such provisions, and expressly disclaim any liability for them.

11. Payment & Collection

To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide PeabodyTax information regarding your credit card or other payment instrument. You represent and warrant to PeabodyTax that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. In the event you owe PeabodyTax any amounts related to your licensing of the Services, PeabodyTax reserves the right to seek collection of any amount unpaid. You hereby authorize PeabodyTax to bill your payment instrument with any such owed amounts. If you dispute any charges you must let PeabodyTax know within sixty (60) days after the date that PeabodyTax bills you. We reserve the right to change PeabodyTax’s prices. If PeabodyTax does change prices, PeabodyTax will provide notice of the change on the Site or in email to you, at PeabodyTax’s option, at least 14 days before the change is to take effect.

12. Representations and Warranties

You represent and warrant to PeabodyTax that (i) you have full power and authority to enter into this Agreement; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow PeabodyTax to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and PeabodyTax’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s right, nor does Your Content contain any matter that is unlawful; and (iv) you are eighteen (18) years of age or older.

13. User ID and Password Security

You are the only person authorized to use your user ID and password and are responsible for maintaining the confidentiality of your user ID and password. You shall not permit or allow other persons to have access to or use your user ID and password, provided that PeabodyTax reserves the right to access your account to respond to your requests for technical support. You are responsible for all use of the Services under your user ID. If you have not electronically filed or printed your tax return , you must create a user ID and password in order for you to access your tax return data at a later date.

14. Privacy of Personal Information

Our privacy policy can be reviewed at https://www.PeabodyTax.com/privacy.html. To contact us with a question, email support@PeabodyTax.com.

15. Consent to Disclosure

You consent to allow PeabodyTax’s intermediate service provider, transmitter or electronic return originator to send the applicable tax return forms to the proper state agency and to receive associated information from the proper state agency.

16. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THE PEABODYTAX ACCURACY AND FILING GUARANTEES, THE SERVICES ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PEABODYTAX.COM, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, RETAILERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, QUALITY, TIMELINESS, AND NON-INFRINGEMENT. PEABODYTAX.COM DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM PEABODYTAX.COM OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OF SERVICES, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

17. LIMITATION OF LIABILITY AND DAMAGES

YOU UNDERSTAND THAT PEABODYTAX.COM MAY NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU PROVIDE, AND IS NOT RESPONSIBLE FOR ANY REJECTION OF YOUR TAX RETURN OR ANY RESULTING TAXES, PENALTIES OR INTEREST USING THE SERVICES. FURTHER, PeabodyTax SHALL NOT BE RESPONSIBLE FOR ANY TAXES, PENALTIES AND INTEREST THAT ARE ASSESSED AS THE RESULT OF INCORRECT, INCOMPLETE OR MISLEADING INFORMATION THAT YOU HAVE GIVEN TO PeabodyTax IN CONNECTION WITH YOUR PREPARATION OF YOUR TAX RETURN .

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE ENTIRE CUMULATIVE LIABILITY OF PEABODYTAX AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR LICENSE OR USE OF SERVICES SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES TO PeabodyTax IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PeabodyTax AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, INABILITY TO FILE YOUR TAX RETURN , DELAY IN PREPARING YOUR TAX RETURN , INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO PeabodyTax, ANY ACCESS TO, OR USE OF, YOUR PASSWORD AND USER ID BY AN UNAUTHORIZED PERSON, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF PeabodyTax OR ITS SUPPLIERS HAVE 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. IN NO EVENT WILL PeabodyTax BE LIABLE FOR ANY LOSS, COST, LIABLITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES OR THIRD PARTY WEBSITES. IN NO EVENT DOES PeabodyTax ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE SERVICES.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PEABODYTAX AND YOU. PeabodyTax WOULD NOT BE ABLE TO HAVE PROVIDED THE SERVICES WITHOUT SUCH LIMITATIONS.

18. Indemnification

You shall defend, indemnify, and hold harmless PeabodyTax from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this Agreement, any of Your Content, or your other access, contribution to, use or misuse of the Service. PeabodyTax shall provide notice to you of any such claim, suit or demand. PeabodyTax reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting PeabodyTax’s defense of such matter.

19. Miscellaneous

You may not assign this Agreement without the prior written consent of PeabodyTax, but PeabodyTax may assign or transfer this Agreement, in whole or in part, without restriction. This Agreement (and any additional terms and conditions with which PeabodyTax amends or supplements this Agreement), is a complete statement of the agreement between you and PeabodyTax, and sets forth the entire liability of PeabodyTax and its Suppliers and your exclusive remedy with respect to the Services and their use. Except as expressly stated in Section 5, you agree that PeabodyTax is not acting as your agent or fiduciary in connection with your use of the any Services. The Suppliers, agents, employees, distributors, and dealers of PeabodyTax are not authorized to make to make any additional representations, commitments, or warranties binding on PeabodyTax. Any waiver of the terms herein by PeabodyTax must be in a writing signed by an authorized officer of PeabodyTax and expressly referencing the applicable provisions of this Agreement. PeabodyTax shall be not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by California law as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in San Diego County, California or federal court for the Southern District of California. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement “including” means “including but not limited to”. This Agreement does not limit any rights that PeabodyTax may have under trade secret, copyright, patent or other laws.

20. Termination

Subject to earlier termination as provided below, PeabodyTax may terminate your account and this Agreement at any time by providing notice to the administrative email address associated with your account. Your rights under this Agreement may be terminated by PeabodyTax upon fifteen (15) days’ notice if you fail to comply with any term or condition of this Agreement or no longer consent to electronic Communications, or upon ten (10) days’ notice upon failure to make the specified payments. Upon such termination, you must immediately cease using the Services. Any termination of this Agreement shall not affect PeabodyTax’s rights hereunder, including all accrued rights to payment and the terms of Sections 4, 7-8, 11-14, 16-21. PeabodyTax reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Your Content on the Service (if any) may be permanently deleted by PeabodyTax upon any termination of your account in its sole discretion. You may terminate your account with PeabodyTax at any time from within your account settings.

21. U.S. Government Restricted Rights

You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by Company on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

22. Questions

You can contact PeabodyTax by email at support@PeabodyTax.com if you have a question or concern or complaint about any product or service we sell over the Internet.

PeabodyTax API License Agreement

PeabodyTax (“PeabodyTax”) MAKES ITS APPLICATION PROGRAMMING INTERFACE AND RELATED SOFTWARE AND SERVICES (“API”) AVAILABLE TO YOU PURSUANT TO THE TERMS OF THIS API LICENSE AGREEMENT (“AGREEMENT”). BY INTERACTING IN ANY WAY WITH THE API, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“YOU”) UNCONDITIONALLY CONSENT AND AGREE TO BE BOUND BY AND A PARTY TO THIS AGREEMENT.

1. Grant of License

Subject to Your full compliance with all of the terms and conditions of this Agreement, PeabodyTax grants You a non-exclusive, revocable, nonsublicensable, nontransferable right to use the API (including the object code of any software made available by PeabodyTax in connection with the API) to develop, use and make available website(s) and application(s) (“Your Apps”) that interoperate with the products and services offered by PeabodyTax (“PeabodyTax Services”) and to access and receive sales tax-related information made available by PeabodyTax through the API (“Content”). You may not use the API for any other purpose without PeabodyTax ‘s prior written consent. For clarity, Your access to and use of the PeabodyTax Services and Content are governed by PeabodyTax’s Terms of Service, available at https://www.PeabodyTax.com/terms-of-service/.

2. Proprietary Rights

As between You and PeabodyTax, the API, PeabodyTax Services, and Content, and all derivatives thereof and all intellectual property rights are and shall at all times remain the sole and exclusive property of PeabodyTax or its licensors and are protected by applicable intellectual property laws.

3. Restrictions and Obligations

PeabodyTax expressly reserves the right to limit frequency and/or, up to the limit stated in the PeabodyTax Services payment plan that You have subscribed to, the number of API requests, in each case, in its sole discretion. Except as expressly authorized under this Agreement or by PeabodyTax, You may not (A) copy, rent, lease, sell , transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the API or Content; use the API on behalf of any third party; attempt or provide a means to execute any “bulk download” operations, including without limitation by “crawling” the API or Content; cache or otherwise store any Content and/or modify any Content; (B) use the API or any Content in connection with or to promote any products, services or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, spam, pornography or other offensive purposes; (C) use the API or any Content in any manner or for any purpose that violates any applicable law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality; (D) use the API in a manner that adversely impacts the stability of the API; (E) use the API to send fraudulent requests; or (F) use the API to create a product or service that is competitive with any PeabodyTax Service.

4. Fees

To the extent Your use of the API is made available for any fee, such fees are specified in the payment plan that You have subscribed to, as outlined at https://www.PeabodyTax.com/pricing/, and You agree to pay all such fees as provided in and subject to the terms of PeabodyTax’s Terms of Service, available at https://www.PeabodyTax.com/terms-of-service. PeabodyTax reserves the right to change PeabodyTax’s prices. If PeabodyTax does change prices, PeabodyTax will provide notice of the change on the Site or in email to You, at PeabodyTax’s option, at least fourteen (14) days before the change is to take effect.

5. Warranty Disclaimer

THE API AND CONTENT ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PeabodyTax, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, RETAILERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE API AND CONTENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, QUALITY, TIMELINESS, AND NON-INFRINGEMENT. PeabodyTax DOES NOT WARRANT THAT API OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE API OR CONTENT, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM PeabodyTax OR THROUGH THE API SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

6. Modifications to this Agreement

PeabodyTax reserves the right to modify this Agreement from time to time. If PeabodyTax does this, PeabodyTax will post the changes to this Agreement on this page and will indicate at the top of this page the date this Agreement was last revised. We will also notify You, either through the PeabodyTax Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than thirty (30) days after they are posted, except that changes addressing new functions of the API or other PeabodyTax Services or changes made for legal reasons will be effective immediately. Your continued use of the API after the date any such changes become effective constitutes Your acceptance of the new Agreement.

7. Support

This Agreement does not entitle You to any support for the API, unless You make separate arrangements with PeabodyTax and pay all associated fees. Any such support provided by PeabodyTax shall be subject to the terms of this Agreement as modified by the associated support agreement.

8. Liability Limitation

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE ENTIRE CUMULATIVE LIABILITY OF PEABODYTAX AND ITS AFFILIATES, INCLUDING THEIR OFFICERS, DIRECTORS, MEMBERS, MANAGERS AND EMPLOYEES FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR LICENSE OR USE OF THE API OR CONTENT OR SERVICES SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO PEABODYTAX FOR THE API, SERVICES AND/OR CONTENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PeabodyTax AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, INABILITY TO FILE YOUR TAX RETURN , DELAY IN PREPARING YOUR TAX RETURN , INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO PeabodyTax, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF PeabodyTax OR ITS SUPPLIERS HAVE 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. IN NO EVENT DOES PeabodyTax ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE API OR CONTENT.

9. Indemnity

You shall defend, indemnify, and hold harmless PeabodyTax from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from Your breach of this Agreement, any of Your Apps, or Your other access, contribution to, use or misuse of the API or Content. PeabodyTax shall provide notice to You of any such claim, suit or demand. PeabodyTax reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, You agree to cooperate with any reasonable requests assisting PeabodyTax’s defense of such matter.

10. Term and Termination

Subject to earlier termination as provided below, PeabodyTax may terminate Your account and this Agreement at any time by providing thirty (30) days prior notice to the administrative email address associated with Your account. Your rights under this Agreement may be terminated by PeabodyTax upon fifteen (15) days’ notice if You fail to comply with any term or condition of this Agreement, or upon ten (10) days’ notice upon failure to make the specified payments. Upon such termination, You must immediately cease using and destroy all copies of the API and Content (including any derivatives thereof) in Your possession or control. Any termination of this Agreement shall not affect PeabodyTax’s rights hereunder, including all accrued rights to payment and the terms of Sections 2-13. PeabodyTax reserves the right to modify or discontinue, temporarily or permanently, the API and Content (or any part thereof). You may terminate Your account with PeabodyTax at any time from within Your account settings.

11. Government Use

If You are part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the API is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The API is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the API by the Government shall be governed solely by the terms of this Agreement.

12. Export Controls

You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and You shall not export, or allow the export or re-export of the API in violation of any such restrictions, laws or regulations. By using the API, You agree to the foregoing and represent and warrant that You are not located in, under the control of, or a national or resident of any restricted country.

13. Miscellaneous

You may not assign this Agreement without the prior written consent of PeabodyTax, but PeabodyTax may assign or transfer this Agreement, in whole or in part, without restriction. This Agreement (and any additional terms and conditions with which PeabodyTax amends or supplements this Agreement), together with the PeabodyTax Terms of Service, is a complete statement of the agreement between You and PeabodyTax with regards to the subject matter hereof, and sets forth the entire liability of PeabodyTax and its Suppliers and Your exclusive remedy with respect to the API and Content and their use. You agree that PeabodyTax is not acting as Your agent or fiduciary in connection with Your use of the API or Content. The Suppliers, agents, employees, distributors, and dealers of PeabodyTax are not authorized to make to make any additional representations, commitments, or warranties binding on PeabodyTax. Any waiver of the terms herein by PeabodyTax must be in a writing signed by an authorized officer of PeabodyTax and expressly referencing the applicable provisions of this Agreement. PeabodyTax shall be not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by Florida law as applied to agreements entered into and to be performed entirely within Florida, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Orange County, Florida or federal court for the Middle District of Florida, Orlando Division. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement “including” means “including but not limited to”. This Agreement does not limit any rights that PeabodyTax may have under trade secret, copyright, patent or other laws.