Terms and Conditions
Last Updated: 10/18/2023
As part of your usage of our site and services through M Lee LLC, d/b/a TaxElm (“TE”), you must agree to the terms and conditions of this Agreement. Your full acceptance of this Agreement is required in order to be a customer of TE in connection with its TaxElm applications, products and services. If you accept this Agreement, you are representing that you have the authority to accept it on behalf of the business entity with whom TE has an account (the “Customer”).
1. TaxElm Site
1.1. License. The TE branded site, application, resources and services (the “Site“) that Customer may receive access to from TE under this Agreement is a single-use license that is licensed on a non-exclusive and non-transferrable basis in a quantity and of the type as specified on the order statement issued by TE. TE charges an access fee in order to provide access to the Site (the “License Fee“).
1.2. Services Provided. The services Provided by the Site include, but are not limited to, a variety of educational resources, trainings and strategies for business owners to utilize in a business setting to minimize their tax obligations. Prior to utilizing any tactic, strategy or other information from TaxElm, Customer is responsible for verifying same with their own accountant or an accountant of their choosing.
1.3. Third-Party Content. TaxElm and the Site may utilize content, resources, and other proprietary information from third-parties. All content provided by third-parties is provided directly by the third-party and responsibility for information contained therein lies solely with that third-party, not with TaxElm. At times, TaxElm may provide referrals to third-parties and Customer will hold TaxElm harmless for any damages, losses, or harm arising out of the sale and purchase of any products from a third-party. Customer may be required to enter into a separate written agreement with the third-party in order to utilize their applicable product or service. It is also acknowledged that TaxElm, TE, its affiliates and associated companies may receive compensation or other remuneration from the third-parties providing content to the Site or to whom a Customer may be referred.
1.4. Disclaimer. Customer acknowledges that TE makes no representations or warranties about the Site and TE waives and disclaims all liability as to the performance of the Site. It may be necessary for Customer to separately purchase additional third-party applications that it chooses to use in connection with the Site.
2.1. Overview. A major benefit of being a TE customer is the highly regarded technical support that we provide to our customers. While TE will provide technical support for the Site, it does not and will not provide professional tax, accounting or legal advice, such as advice regarding the appropriate handling of tax and accounting issues.
2.2. Restrictions. TE may provide system requirement information upon request, but Customer is solely responsible for preparing its computer systems for the Site. TE will not provide technical support for systems that do not satisfy the published minimum requirements. TE does not provide support for any software, hardware or services that are not purchased directly through TE. TE values our support personnel and does not tolerate verbal abuse or disrespect toward them; such behavior may result in the immediate termination of Customer’s TE support privileges. TE further reserves the right to terminate its support services to Customer in the event that Customer makes excessive support requests at a volume that materially exceeds the average amount of service requests made by TE customers as a whole; in lieu of support termination, a support fee may also be implemented upon mutual agreement with the Customer.
3.1. TE represents that:
3.1.1. it has all legal rights and authority to enter into this Agreement, and by entering into this Agreement TE will not be violating any third-party agreements that would otherwise prohibit it from fulfilling its obligations hereunder;
3.1.2. it has the right to grant to Customer access to the Site, products and services that TE will provide to Customer pursuant to this Agreement;
3.1.3. it has not inserted into the Site any virus or similar code to erase data;
3.1.4. it will use commercially reasonable efforts to provide its services in a professional manner in compliance with all applicable laws; and
3.1.5. it will comply with all laws, regulations, policies and procedures applicable to the operation of its business.
3.2. Customer. TE depends on its customers to honor the commitments required under this Agreement and to operate in a professional manner. In furtherance of this expectation, Customer makes the following representations and covenants:
3.2.1. Engagement. Customer has all legal rights and authority to enter into this Agreement, and by entering into this Agreement Customer will not be violating any third-party agreements that would otherwise prohibit it from fulfilling its obligations hereunder. Customer will provide only accurate, current and complete information on any forms, applications or other questionnaires provided by TE, or Third-Party Service Provider, and shall keep all contact information current by updating TE of any changes. Customer is entering into this Agreement for the sole purpose of learning tax strategies and will not use its relationship with TE for a surreptitious purpose of obtaining information from or about TE, its third party partners and/or their products and services.
3.2.2. License Use. Customer will not use, or permit others to use, any software, products or services offered by TE in a manner or to an extent that exceeds Customer’s authorized use. Customer will not modify, create derivative works from, or sublicense any software or products provided to it by TE, nor reverse engineer, decompile, disassemble, or otherwise attempt to derive any source code from the Site.
3.2.3. Compliance. Customer will comply with all laws, regulations, policies and procedures of any government agency. Customer will not use any software, products or services provided by TE or its third-party partners in any manner that could be deemed unlawful or potentially harmful.
4.1. Pricing and Payments. All products and services are sold by TE at the then-current price established at the time of purchase. TE reserves the right to revise any of the fees it charges upon notice to Customer at any time during the Term. All payments must be made with one of the following methods of payment:
- A valid credit card; or
- A valid debit card.
4.2. Late Payments. A late payment charge of the lesser of 1½% per month or the highest rate allowed by applicable law may be applied to any outstanding balances until paid. Failed payments (e.g., insufficient funds, incorrect account numbers, etc.) are subject to a service fee of a minimum of $20 or the maximum amount permitted by law. TE shall also have the right to restrict Customer’s account from access to the electronic filing center in the event that any payment becomes overdue.
4.3. Sales and Use Tax. Customer will pay any applicable taxes relating to this Agreement, other than taxes based on TE’s income and any franchise-related taxes.
5.1. ALL CONTENT, PRODUCTS, SERVICES AND SUPPORT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THESE DISCLAIMERS ALSO APPLY TO ALL CONTENT, PRODUCTS, SERVICES, PROGRAMS OR OTHER INFORMATION PROVIDED BY THIRD-PARTIES. TE DOES NOT WARRANT THAT THE CONTENT, PRODUCTS, SERVICES AND SUPPORT WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING AVAILABILITY OF A SERVICE, SERVICE LEVELS OR PERFORMANCE.
5.2. Data Breach. TE is not responsible for any loss caused due to any data breach or hacking of its servers. Customer agrees to hold harmless TE for any claims arising as a result of an interception of Customer’s data by a third party while the data is being sent over interconnected local and wide-area networks.
5.3. Functionality. TE or its third-party partners may add additional functionality as enhancements to the Site, products and/or services at no additional fee, or as one or more separate products or services for an additional fee. TE reserves the right to discontinue products or services that in TE’s judgment are no longer economically feasible or have become technologically out of date.
6. Protection of Proprietary Rights and Confidential Information
6.1. Proprietary Rights. All content, products, software, services and support are proprietary to TE and may include copyrighted works, trade secrets, or other materials created at great effort and expense. Customer will not in any way contest the validity of the rights in or ownership of any of its products and services or documentation provided under this Agreement. Customer will reproduce TE’s copyright and proprietary rights legend on all copies of materials that Customer is permitted to reproduce or distribute. Neither party will use the trade names, trademarks or service marks of the other party in any news release, publicity, advertising, or endorsement without the prior written approval of the other party. Customer shall not disclose the negotiated pricing or terms of this Agreement, or of any sales order form, to any third party.
6.2. Confidential Information. Each party (“Recipient“) will treat all information provided by the other party (“Discloser“) that Discloser designates in writing to be confidential in the same manner as Recipient treats its own confidential information; provided that i) Recipient may share such information with its employees and third party service providers, with a need to know and/or in order to fulfill the obligations pursuant to this Agreement (“Representatives“), in furtherance of the provision of the products and services hereunder, that are subject to confidentiality obligations substantially as restrictive as those set forth in this Section and ii) Recipient assumes responsibility for such employee’s and third party service provider’s use of such information. Discloser represents and warrants that it has all necessary legal rights, title, consents and authority to disclose such confidential information to Recipient. Notwithstanding such confidential status, Customer agrees that TE may, without identifying Customer as the source of such information, use information provided by Customer to create, update, merge, analyze, maintain or enhance its database of information, as permitted by law. TE will not transfer, disclose, sell or otherwise distribute such information in the form supplied by Customer to any third party (other than Representatives) without Customer’s consent, unless TE is required by law to do so. Confidential information shall not include information that (i) is or becomes a part of the public domain through no act or omission of Recipient; (ii) was in Recipient’s lawful possession prior to Discloser’s disclosure to Recipient; (iii) is lawfully disclosed to Recipient by a third-party with the right to disclose such information and without restriction on such disclosure; or (iv) is independently developed by Recipient without use of or reference to the confidential information.
7. Term and Termination
7.1. Term. The Term of this Agreement shall run from the date of Customer’s acceptance of this Agreement until one year following acceptance of this agreement (the “Term“). This Agreement shall automatically renew 12 months following the previous date of purchase or renewal. If Customer desires not to renew, Customer must notify TE by email at least 10 days prior to the automatic renewal date.
7.2. Cancellation and Refund Policy. CUSTOMER UNDERSTANDS AND AGREES THAT TE SHALL HAVE INCURRED EXPENSES IN ANTICIPATION OF ITS PERFORMANCE UNDER ITS AGREEMENT WITH CUSTOMER AND THAT ALL PURCHASES OF ACCESS TO THE SITE ARE NON-REFUNDABLE. THE ORDER RECEIPT ISSUED BY TE, ALONG WITH THIS AGREEMENT, IS A BINDING CONTRACT AND COMMITMENT BY CUSTOMER TO PAY THE AMOUNT LISTED ON THE ORDER RECEIPT.
7.3.1. In the event of material breach of Sections 3.2.1 through 3.2.3, TE may immediately terminate this Agreement or, in its sole discretion, TE may suspend Customer’s access to the Site, products and/or services and notify Customer. While TE will make good faith efforts to reactivate access to services upon Customer remedying any suspension, TE makes no guarantees regarding the timing of reactivation. Customer shall be required to cure any such breach within three (3) business days. If Customer fails to regain compliance within such time, TE may, in its sole discretion, terminate this Agreement for cause, in addition to any other rights or remedies TE may have. In the event of material breach of any other part of this Agreement by Customer or TE, the non-breaching party may terminate this Agreement if such breach is not cured within thirty (30) days of written notice of breach.
7.3.2. Except as prohibited by law, TE reserves the right to refuse or discontinue access to the Site, products and services to any Customer without cause and provide a full refund of any amounts paid by Customer minus the value of any content, products and services utilized. Customer acknowledges that TE must have this right in order to preserve the integrity of TE’s reputation within the industry and fulfill any requirements to prevent and/or prohibit fraud. This section does not limit TE’s right to discontinue programs, content, products and services without refund granted in other sections of this Agreement.
7.3.3. If, in the sole judgment of TE, a change in the competitive, legislative, or regulatory environment makes a current offering of TE no longer commercially feasible, profitable or practical, TE reserves the right to terminate this Agreement.
7.3.4. Customer agrees to hold harmless TE for any claim that may arise out of TE’s termination of a Customer’s access to the Site, content, products and/or services as permitted under this Agreement.
7.4. Effect of Termination. Termination of this Agreement for any reason will result in a termination/suspension of all licenses, services and outstanding orders. Customer can ensure continuation in services by renewing their access to the Site prior to the expiration of the Term. If, without TE’s written permission or as permitted hereunder, Customer continues to use the Site after the applicable license has terminated, in addition to any other remedies available to TE for such breach of the Agreement, Customer will be liable to TE for the undiscounted fees for such access in effect on the date of such termination or expiration.
7.5. Survival. The provisions set forth in Sections 1.3, 5.1, 5.2, 6.1, 6.2, 7.3, 7.4, 7.5, 8, 9 and 10 will survive the termination of this Agreement.
8. Limitation of Liability; Indemnification
8.1. TE SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT SUCH PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. THIS LIMITATION ON LIABILITY FOR TE EXTENDS TO ALL CONTENT, PRODUCTS, SERVICES, PROGRAMS OR OTHER INFORMATION PROVIDED BY THIRD-PARTIES.
8.2. TE’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE TOTAL AMOUNT PAID AND PAYABLE BY CUSTOMER HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LOSS, DAMAGE, INJURY, CLAIM, COST OR EXPENSE OCCURRED.
8.3. Notwithstanding anything to the contrary, the exclusions and limitations set forth in Section 8.1 and Section 8.2 above shall not apply with respect to TE’s obligations under Section 8.4.
8.4. General Indemnification. During the Term and for two years thereafter, each Party (the “Indemnifying Party“) will defend, indemnify and hold harmless the other Party, its officers, directors, employees, successors and assigns (collectively, the “Indemnified Parties“), in respect of any losses, damages, liabilities and expenses (including reasonable attorneys’ fees) (collectively, “Damages“) incurred or suffered by any of the Indemnified Parties with respect to claims instituted by any third party, including a federal or state government or agency (a “Third Party Claim“) resulting from (a) any fraud or material misrepresentation of the Indemnifying Party, or (b) any material breach by the Indemnifying Party of any of its obligations, representations, covenants or other commitments pursuant to this Agreement. In connection with any Third Party Claim, the Indemnifying Party may defend the Indemnified Party against the Third Party Claim with counsel reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedent adverse to the continuing business interests or the reputation of the Indemnified Party, (iv) no conflict of interest exists between the Indemnifying Party and the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. In the event any of the conditions above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Party will remain responsible for any Damages the Indemnified Party may suffer resulting from the Third Party Claim, to the fullest extent provided in this section. In any event, the Indemnified Party may retain separate co-counsel at its cost and participate in the defense of the Third-Party Claim and the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to any Third-Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed. This foregoing indemnification provision shall constitute the Indemnified Parties’ sole and exclusive remedy, and the Indemnifying Party’s sole and exclusive liability, for monetary damages in respect of the matters indemnified under this section.
9. Choice of Law; Disputes; Remedies
9.1. This Agreement is governed by and construed in accordance with the laws of the State of Wisconsin without regard to choice of law provisions. All disputes arising out of or relating to this Agreement shall be instituted and prosecuted exclusively in a state or federal court located in Milwaukee, Wisconsin, with both parties specifically consenting to extraterritorial service of process for that purpose.
9.2. Customer will pay all costs and expenses, including reasonable attorneys’ fees, that TE incurs in any action to enforce Customer’s obligations, including payment obligations, under this Agreement.
9.3. Customer agrees that, in the event Customer breaches or threatens to breach any of Sections 3.2.1, 3.2.2, 3.2.3, or 6 of this Agreement, the damage or imminent damage to TE, its business and goodwill will be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate. It is accordingly agreed that TE, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to an injunction or injunctions to prevent breaches of the above referenced sections of this Agreement and to compel specific performance of this Agreement in accordance with its terms and conditions, without the need for proof of actual damages or the posting of a bond.
9.4. TE may refuse to renew Customer’s account in the event that Customer materially breaches any obligation, representation or covenant provided herein.
10.1. Entire Agreement. This Agreement, any orders, addenda, and schedules constitute the entire agreement between TE and Customer regarding the matters herein. All prior agreements, both oral and written, between the parties on the matters contained in this Agreement are expressly canceled and superseded by this Agreement. Any order initiated as of the effective date of this Agreement, regardless of such order’s effective date, and notwithstanding anything to the contrary contained therein, shall be subject to this Agreement. In no event shall any terms or conditions included by Customer on any form or purchase order apply to the relationship between TE and Customer hereunder, unless such terms are expressly agreed to by both parties in writing. Any amendments of or waivers relating to this Agreement or any order must be in writing signed by the party, or parties, to be charged therewith.
10.2. Affiliates. This Agreement will inure to the benefit of the parties, as well as their affiliates, subsidiaries, and respective successors and assigns. All obligations of “Customer” shall include its parent companies, sister companies, and any respective subsidiaries, affiliates, directors, officers, employees, contractors, and agents, as well as the Customer Affiliates, to the extent such entities are using the content, products or support provided hereunder, and Customer is fully responsible for such entities’ compliance with all terms and conditions contained within this Agreement as applicable to such person’s activities and uses. This Agreement is not intended to, nor may be deemed to create any rights of enforcement in any person who is not a signatory to this Agreement.
10.3. Assignment. This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns, except that neither party may assign this Agreement without the prior written consent of the other party; however, TE may assign the Agreement to any of its affiliated companies or in connection with a merger or consolidation involving TE (so long as the assignment is to the newly merged or consolidated entity) or the sale of substantially all of TE’s assets (so long as the assignment is to the acquirer of such assets).
10.4. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal or unenforceable, the provision will be reformed and construed to be a valid, operative and enforceable provision while preserving its original intent. All of the terms in this Agreement are severable, and the invalidity of any part of this document does not render invalid the remainder.
10.5. Force Majeure. TE shall not be held liable for the failure to perform any obligation, or for the delay in performing any obligation, arising out of or connected with this Agreement if such failure or delay results from or is contributed to by any cause beyond its reasonable control including failures or delays caused by the act or omission of any governmental authority, fire, flood, failures of third party suppliers, acts or omissions of carriers, transmitters, providers of telecommunications or Internet services, vandals, hackers or other event beyond its reasonable control.
10.6. No Construction against Drafter. Each of the parties hereto acknowledges that it has had the opportunity to be represented by independent counsel of its choice prior to entering into this Agreement. In construing this Agreement, no provision hereof shall be construed in favor of one party on the ground that such provision was drafted by the other.
10.7. Counterparts. This Agreement may be executed electronically (including by means of facsimile or click-through) and in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
10.8. Notices. Notices to Customer will be in writing and delivered to the most recent mailing address provided to TE by Customer. If an urgent matter arises, TE retains the right to use the primary email address provided by Customer. All notices to TE must be in writing and delivered to M Lee LLC, d/b/a TaxElm, 12605 W North Avenue Suite 232, Brookfield, Wisconsin, 53005. All notices should be sent by trackable means and will be considered made on the date of delivery. Each party is responsible for giving the other party notice of a change of mailing or email address.