Thank you for choosing MyCase.Tax. We are on a mission to un-complicate the Tax Resolution process by helping tax professionals and taxpayers navigate the complex journey using software.
These terms of service (“Terms”) cover your use and access to services, software and websites (“Services”) of MyCase.Tax offered by Nablasol Inc. and/or its subsidiaries and affiliates (referred to as “MyCase.Tax”, “We”, “Our”, “Us”).
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AND CONFIRM YOUR ACCEPTANCE BEFORE AVAILING OUR SERVICES
We urge you to thoroughly review the following terms before confirming your acceptance. Upon acceptance, these Terms of Service establish a legally binding agreement between you and MyCase.Tax. Our services are accessible to you solely upon your acknowledgment and acceptance of these Terms of Service.
By accessing or using the Services or authorizing or permitting any User or End-User to access or use the Services or Website, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization, or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Us that You have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms, “Customer”, “You“, “Your” or related capitalized terms used herein shall refer to such entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and refrain from utilizing any of our Services. BY ACCESSING OR USING OUR SERVICES IN ANY MANNER, YOU CONSENT TO BE BOUND BY ALL APPLICABLE TERMS OF SERVICE.
1. Subscription Services
1.1 Access and Use
During the term of subscription starting from an initial date to a specified time (“Subscription Term”), as stated during the time of signup or designated in any other agreement document executed (“Order Form”) we will grant the Customer a non-transferable, non-exclusive, worldwide right to permit Users authorized by the Customer to access and use the Services in accordance with these Terms, the relevant Order Form and all laws and regulations applicable to the Customer. The Customer shall not use the right granted hereunder or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication.
1.2. User Accounts
1.2.1 You are responsible for all actions on Users’ accounts and for Users’ compliance with these Terms.
1.2.2 When You or Users’ create an account with us, you must provide Us information that is accurate, complete, and current at all times.
1.2.3 A single User account is meant to be used by an individual person or programmatic service assigned for that account.
1.2.4 You or Users’ should not share user accounts with other users. Sharing of User accounts constitutes a breach of the Terms, which may result in immediate termination of your account or additional subscription charges.
1.2.5 You and Users must protect the confidentiality of their passwords and login credentials. You must promptly notify Us if you suspect or know of any fraudulent activity with your accounts, passwords, or credentials, or if they become compromised.
1.2.6 You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
1.3 Features and Updates
1.3.1 You may, at any time, subscribe to additional features of the Services (existing features or new features that may be made available by us from time to time) by executing an additional Order Form.
1.3.2 We may add or update features from time to time. We, however, are under no binding obligation to release new features or updates. We make no representations as to future features and functionalities, irrespective of any public announcements or comments in this regard.
1.4 Usage Limitations
1.4.1 The scope of the Services (such as number of Users, number of clients, forms generated, documents, etc.) will be as set out in the relevant Order Form.
1.4.2. We reserve the right to monitor usage of the Subscription Services by you to determine if the use is within relevant Service usage limitations. Any overuse, if technically permitted, will be brought to your notice and may lead to pro-rata additional billing or suspension of Subscription Services, or both.
1.5 Availability
1.5.1 MyCase.Tax is committed to providing a high level of availability for its Services. “Availability” refers to the accessibility of the MyCase.Tax platform and its features to users.
1.5.2 MyCase.Tax may, from time to time, schedule routine maintenance or updates to enhance service performance (“Scheduled Downtime”). We will make reasonable efforts to notify users in advance of any scheduled downtime, and to the extent possible schedule these during non-business hours for the majority of our customers.
1.5.3 In the event of unplanned downtime due to unforeseen circumstances or force majeure (“Unplanned Downtime”), MyCase.Tax is committed to promptly addressing and resolving issues to minimize service disruption.
1.6 Feedback and Usage Data
1.6.1 You may, but is not required to, give Us Feedback, in which case You give Feedback “AS IS”. We may use all Feedback freely without any restriction or obligation. In addition, We may collect and analyze Usage Data, and we may freely use Usage Data to maintain, improve, and enhance Our products and services without restriction or obligation.
1.6.2 The terms and provisions of this Section (Feedback and Usage Data) shall survive the expiry or termination of these Terms of Service for any reason.
1.7 Customer Data
We may copy, display, modify, and use Customer Data only as needed to perform and maintain the Services and related offerings. Customer is responsible for the accuracy and content of Customer Data.
2. Restrictions & Obligations
2.1 Restrictions
2.1.1 Except as expressly permitted by these Terms, You will not (and will not allow any anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Services (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Services; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services; (vi) access accounts, information, data, or portions of the Services to which You don’t have explicit authorization; (vii) use the Services to develop a competing service or product; (viii) use the Services with any High Risk Activities or with activity prohibited by Applicable Laws; (ix) use the Services to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available any Content to which You and Your Users do not have the proper rights.
2.1.2 The terms and provisions of this Section (Restrictions) shall survive the expiry or termination of these Terms of Service for any reason.
2.2 Suspension
If You (a) have an outstanding, undisputed balance on your account after the payment due date; (b) breach Section 2.1 (Restrictions); or (c) use the Services in violation of the Agreement or in a way that materially and negatively impacts the Services or others, then MyCase.Tax may temporarily suspend Your access to the Services with or without notice. However, we will try to inform You before suspending Your account when practical. We will reinstate Your access to the Services only if You resolve the underlying issue.
3. Professional Services
MyCase.Tax will perform the Professional Services as detailed in the Order Form, Statement of Work or Agreement, if any, and You will reasonably cooperate with Us to allow the performance of Professional Services, including providing Your Content as needed. We are not responsible for any inability to perform the Professional Services if You do not cooperate as reasonably requested. Unless otherwise agreed, Consulting Services will be performed remotely and rendered in English.
4. Payment & Taxes
4.1 Subscription Fees
4.1.1 Towards Subscription Services, you will pay the Subscription Fees set out in the relevant Order Form. The Subscription Fees will remain fixed during the Subscription Term unless: (a) there is an overuse of the Subscription Services, based on applicable limits, as set out in the relevant Order Form; (b) you upgrade products or base packages; or (c) you subscribe to additional or new features or new packages or products.
4.1.2 In case of overuse of Subscription Services, we shall be entitled to charge an additional fee for such overuse on a pro-rata basis.
4.1.3 Additional fees for new features or additional Subscription Services will be charged pro-rata for the remainder of the Subscription Term.
4.1.4 Subscription enables you to use the Subscription Services during the Subscription Term. In case usage of the Subscription Services is below the limitations set out in the relevant Order Form or in case you discontinue use of the Subscription Services during the Subscription Term, we will not be liable to refund any Subscription Fees.
4.1.5 The Subscription Fees will remain unchanged during the Subscription Term of the Order Form and be subject to escalation only at the time of each renewal, as updated from time to time.
4.2 Fees for Professional Services
4.2.1 Professional Services will be billed based on the terms captured in the relevant Order Form, Statement of Work or Agreement.
4.2.2 For Services performed on-site, you will reimburse us for all expenses incurred in connection with rendering the Services, including all travel related expenses.
4.3 Payment Terms
4.3.1 All Subscription Fees are due and payable in advance throughout the Subscription Term, prior to the commencement of the relevant Billing Cycle, as set out in the relevant Order Form. All fees for Consulting Services shall be due and payable prior to the commencement of the Professional Services or as mentioned the relevant Order Form, Statement of Work or Agreement.
4.3.2 In case Subscription Services are being procured for only a portion of a month during initiation of Services, the Subscription Fees will be charged pro-rata.
4.3.3 All other payment terms shall be as set out in the relevant Order Form.
4.3.4 Service Fees are non-refundable and payment obligations under an Order Form are non-cancellable unless expressly set out otherwise in the relevant Order Form.
4.4 Invoicing
We will invoice you prior to the beginning of the initial Subscription Term and prior to the delivery of Professional Services, if any. Thereafter, we will invoice you no more than forty-five (45) days before each subsequent Billing Cycle or each renewal of the Subscription Term or at such other times when fees are payable. All amounts invoiced are due and payable within 15 (fifteen) days from the date of the invoice, unless otherwise specified in the relevant Order Form.
4.5 Taxes
Customer is responsible for all duties, taxes, and levies that apply to fees, including sales, use, VAT, GST, or withholding tax.
5. Ownership and Proprietary Rights
5.1 MyCase.Tax Rights
MyCase.Tax possesses or holds rights to all global intellectual property rights pertaining to the MyCase.Tax Platform and its Services, including all customizations, derivatives, adaptations, or improvements. This includes, but is not limited to, copyrights, patents, trademarks, service marks, and trade secrets, whether registered or not. Any suggestions, enhancement requests, feedback, recommendations, or other inputs provided by You or any other party concerning the MyCase.Tax Platform or Services are the exclusive property of MyCase.Tax. You hereby assign, on a perpetual and worldwide basis, without the requirement for royalties or any payments, all rights in the aforementioned inputs to MyCase.Tax. If required, You agree to execute, at our expense, any necessary documents to confirm this ownership. This assignment remains valid even if we do not utilize the inputs within any timelines specified by law. Any rights not explicitly granted herein are reserved by MyCase.Tax.
5.2 Customer Rights
You retain ownership rights over all Customer Data, and by using MyCase.Tax, you grant us and our licensors a worldwide, limited, non-exclusive license to access and utilize this data for the sole purpose of delivering the Services. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or rights related to collecting and using Customer Data.
5.3 Use of Customer’s name and logo
Unless explicitly agreed upon in writing, You hereby permit us to use your name, website address and logo in our marketing material including website, email campaigns, brochures etc. during and after active engagement.
6. Confidentiality
6.1
In connection with the use of Services, each of the parties may gain access to information that is confidential or proprietary information of the other party (“Confidential Information”). The term “Confidential Information” means nonpublic information that the disclosing party designates as being confidential or which, under the circumstances surrounding disclosure, the receiving party knows is to be treated as confidential. “Confidential Information” includes, without limitation, information relating to the disclosing party’s software or hardware products which may include source code, API data files, documentation, specifications, databases, networks, system design, file layouts, tool combinations and development methods as well as information relating to
the disclosing party’s business or financial affairs, which may include business methods, marketing strategies, pricing, competitor information, product development strategies and methods, customer lists and financial results. Confidential Information includes all tangible materials that contain Confidential Information whether written or printed documents, computer disks or tapes whether user or machine-readable. Confidential Information shall not include any information that (1) is already known to the receiving party or its affiliates, free of any obligation to keep it confidential; (2) is or becomes publicly known through no wrongful act of the receiving party or its affiliates; (3) is received by the receiving party from a third party without any duty or obligation of confidentiality; (4) is independently developed or discovered by the receiving party or its affiliates; (5) is disclosed to third parties by the disclosing party without any duty of obligation of confidentiality; (6) the other party is legally compelled to disclose; or (7) is approved for release by prior written authorization of the disclosing party. The parties agree to maintain the confidentiality of the Confidential Information and to protect as a trade secret any portion of the other party’s Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. Each party agrees to maintain at least the same procedures regarding the other party’s Confidential Information disclosed to it that it maintains with respect to its own Confidential Information. Without limiting the generality of the foregoing, neither party shall permit any of its personnel to remove any proprietary or other legend or restrictive notice contained or included in any information provided by the disclosing party and the receiving party shall not permit its personnel to reproduce or copy any such material except as expressly authorized hereunder. The other party may use the Confidential Information of one party only in order to fulfill its obligations under these Terms.
6.2
Both parties acknowledge that any use or disclosure of the other party’s Confidential Information in a manner inconsistent with the provisions of the Terms may cause the other party irreparable damage for which monetary remedies may be inadequate, and both parties agree that either party shall be entitled to injunctive or other equitable relief to restrain or prevent unauthorized use or disclosure of Confidential Information.
6.3
The terms and provisions of this Section (Confidentiality) shall survive the expiry or termination of these Terms of Service for any reason.
7. Customer Data Protection
7.1 Security Measures for Customer Data
We commit to implementing and maintaining industry-standard organizational and technical safeguards to ensure the security, confidentiality, and integrity of Customer Data. Customer Data will be processed solely for the purpose of delivering the Services.
7.2 Compliance with Specific Laws and Regulations
We do not determine whether Customer Data includes information subject to any specific law or regulation in your local jurisdiction. If specific measures are required to comply with the nature of Customer Data or local laws, kindly inform us. We will collaborate to assess feasibility, scope, and pricing for implementing such measures.
7.3 Roles in Data Processing
As you collect Customer Data and determine processing methods through our Services, you act as the controller, while we serve as the processor under applicable data privacy laws. You are responsible for ensuring compliance with data protection laws related to the collection and transfer of personal data as the controller of Customer Data.
7.4 Monitoring and Data Usage
We may monitor the use of Subscription Services by all customers and utilize this data in an aggregate and anonymous manner, without disclosing any personally identifiable information.
8. Term & Termination
8.1 Subscription Period
Each Order Form will start on the Subscription Start Date, continue for the Subscription Period, and automatically renew for additional Subscription Periods unless (a) one party gives notice of non-renewal to the other party at least 14 (fourteen) days prior to the approaching renewal; or (b) an Order Form contains different billing terms.
8.2 Term
These Terms of Service will start on the Effective Date and continue till the completion of all the obligations undertaken pursuant hereto, unless terminated earlier in accordance with the terms hereof.
8.3 No Termination without Cause
Neither party will terminate these Terms of Service or an Order Form, without cause or for convenience prior to the expiry of the relevant term. In case you choose to stop using any of the Services before the expiry of the relevant term, you may do so, without MyCase.Tax being liable to refund any Services Fees already paid. Notwithstanding the applicable Billing Cycle, Customer will be liable to pay all Service Fees payable for the remainder of the Subscription Term.
8.4 Termination
Either party may terminate these Terms if the other party (a) fails to cure a material breach of the Terms within 30 days after receiving notice of the breach; (b) materially breaches the Terms in a manner that cannot be cured; (c) dissolves or stops conducting business without a successor; (d) makes an assignment for the benefit of creditors; or (e) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days. In addition, either party may terminate an affected Order Form if a Force Majeure Event prevents the Services from materially operating for 30 or more consecutive days, and MyCase.Tax will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription Period. A party must notify the other of its reason for termination.
8.5 Effect of Termination
Termination of these Terms of Services will automatically terminate all Order Forms, Statement of Works and Agreements. Upon expiration or termination:
(a) Customer will no longer have any right to use the Services.
(b) Upon Customer’s request, MyCase.Tax will delete Customer Data within 60 days.
(c) Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.
(d) MyCase.Tax will submit a final invoice for all outstanding fees accrued before termination and Customer will pay the invoice according to the Terms.
8.6 Survival
All terms hereof, survival of which have been specifically provided for herein or which by their nature survive termination, shall survive the expiry or termination of these Terms of Service.
9. Indemnification
Each party shall defend, indemnify, and hold the Other Party harmless from any Losses, damages, or costs (including reasonable attorneys’ fees) incurred due to claims, demands, suits, or proceedings arising from: (i) Breach of the Representations and Warranties set forth in these Terms of Service; and (ii) Third-party allegations that the use of the Services as contemplated infringes Intellectual Property Rights or Data Privacy Rights, provided that the indemnified party: (a) Promptly notifies the indemnifying party in writing of the claim; (b) Grants the indemnifying party control of the defense and settlement (with the condition that the indemnifying party may not settle unless it unconditionally releases the indemnified party of all liability); and (c) Offers, at the indemnifying party’s expense, all reasonable assistance.
10. Disclaimers & Limitations of Liability
10.1 Disclaimer of Warranties
Except as expressly undertaken herein, the Services are provided “as is,” and MyCase.Tax, to the extent permitted by law, makes no representations or warranties about the suitability, reliability, availability, timeliness, security, or accuracy of the Services or Data made available from the Services.
10.2 Limitation of Liability
Notwithstanding anything herein to the contrary, either party’s entire liability to the other party; its directors, officers, or any of its affiliates; for any loss or damage resulting from any claims, demands or actions arising out of these Terms or relating to these Terms of Service or any third-party services delivered in connection herewith, shall not exceed the amount paid or payable by Customer to MyCase.Tax in the six-month period immediately preceding any such claim or USD 2000 (US Dollars Two Thousand only), whichever is lesser.
10.3 No Liability for Consequential Damages
In no event shall either party; its directors, officers, or any of its affiliates; be liable for any indirect, incidental, consequential, special or exemplary damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, business opportunity, data theft, data corruption, loss of business information, revenue, reputation, goodwill or other pecuniary loss) arising out of these Terms or relating to these Terms of Service or any third-party services delivered in connection herewith, or for acts of negligence that are not intentional in nature, even if a party has been advised of the possibility of such damages, and notwithstanding any failure of essential purpose of any limited remedy.
11. General Terms
11.1 Entire Agreement
These Terms of Service, including its annexures and any additional Order Forms, modifications or addenda that may be entered into from time to time constitute the entire agreement between the Parties and supersede all prior or contemporaneous statements (whether in writing or not) about its subject. MyCase.Tax expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes.
11.2 Force Majeure
Neither party will be liable for a delay or failure to perform its obligations of these Terms if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligations to pay fees.
11.3 Compelled Disclosure
MyCase.Tax reserves the right at all times to disclose any information, including Customer Data and Customer’s Confidential Information, when compelled to so by any applicable law, regulation, legal process or governmental request; however, LeadSquared shall, if permissible, provide Customer notice of the same.
11.4 Export Controls
Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials 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.
11.5 Anti-Corruption
The Customer represents and warrants that neither the Customer nor, to the Customer’s knowledge, any agent or other person acting on behalf of the Customer has: (i) Used funds for unlawful contributions, gifts, entertainment, or other unlawful expenses related to foreign or domestic political activity; (ii) Made unlawful payments to foreign or domestic government officials, employees, or any political parties or campaigns; (iii) Failed to fully disclose any contribution that violates the law; and (iv) Materially violated any provision of the Foreign Corrupt Practices Act of 1977, as amended.
11.6 Assignment
Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
11.7 Governing Law
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware. In the event that the Order Form is executed by a subsidiary or affiliate of Nablasol, Inc. in another jurisdiction, the applicable governing law shall be that of the jurisdiction in which that entity is incorporated and/or headquartered.
The Governing Law will govern all interpretations and disputes about these Terms, without regard to its conflict of laws provisions. Each party irrevocably submits to the exclusive jurisdiction of the courts in the State and Country of the applicable Governing Law.
11.8 Notices
Any notice, request, or approval about these Terms must be in writing and sent to the “Nablasol Inc., 16192 Coastal Highway, Lewes, Delaware, 19958, USA” or the headquarters of the subsidiary or affiliate of Nablasol, Inc. who executed the Order Form. It can also be sent over email to legal@mycase.tax. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.
11.9 Independent Contractors
The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
11.10 Titles and Interpretation
Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation.
11.11 Severability
In the event any one or more of the provisions of these Terms or of any exhibit, or Order Form is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired.
11.12 Modifications
We routinely update these terms, and we will make an effort to inform you of such updates through appropriate notifications, and by posting a revised version on our website. Your commitment to reviewing these Terms of Service regularly is appreciated to ensure ongoing compliance. You agree to review these Terms of Service on a regular basis and always remain in compliance.