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TaxCycle License Agreement

THE SOFTWARE AND ANY DOCUMENTATION PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY TRILOGY SOFTWARE INC (“TRILOGY”) FOR PROFESSIONAL TAX CALCULATION PURPOSES AND IS NOT BEING SOLD. ANY THIRD-PARTY SOFTWARE BEING DISTRIBUTED TO YOU BY TRILOGY WITH THE SOFTWARE IS SUBJECT TO THE APPLICABLE THIRD-PARTY LICENSE AGREEMENT AND THE THIRD-PARTY SOFTWARE IS BEING LICENSED TO YOU, AND NOT SOLD, BY SUCH THIRD PARTIES. THIS AGREEMENT CONTAINS IMPORTANT LIMITATIONS ON WARRANTIES, REMEDIES, AND LIABILITY THAT ARE APPLICABLE TO THE SOFTWARE AND THE THIRD-PARTY SOFTWARE.

BEFORE INSTALLING OR USING THE SOFTWARE AND DOCUMENTATION, PLEASE CAREFULLY READ THIS AGREEMENT WHICH CONTAINS IMPORTANT LIMITATIONS AND TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LICENSE TO USE THE SOFTWARE AND DOCUMENTATION. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT PLEASE DO NOT INSTALL OR USE THE SOFTWARE AND DOCUMENTATION AND PROMPTLY REMOVE/UNINSTALL THE SOFTWARE AND DOCUMENTATION FROM YOUR DEVICE. IF YOU PAID A LICENSE FEE FOR THE SOFTWARE AND DOCUMENTATION AND ARE DISSATISFIED FOR ANY REASON, UNINSTALL AND NOTIFY TRILOGY WITHIN 60 DAYS OF YOUR PURCHASE TO RECEIVE A FULL REFUND. IF YOU INSTALL OR USE THE SOFTWARE AND/OR DOCUMENTATION, YOU WILL BE ACCEPTING THIS AGREEMENT, AND YOU WILL HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS. THE SOFTWARE AND DOCUMENTATION ARE ALSO PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

1. Definitions: In this Agreement:

“Affiliate” of Trilogy means any corporation or other entity that Trilogy directly or indirectly controls, is controlled by, or is under common control with. In this context, an entity “controls” a corporation or other entity if it or any combination of it and/or its Affiliates own fifty percent (50%) or more of the voting rights for the board of directors or other mechanism of control for such corporation or other entity;

“Agreement” means this TaxCycle Software License Agreement;

“Confidential Information” means any business, marketing, technical, scientific or other information disclosed by Trilogy or embodied in the Software and/or Documentation which, at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by someone exercising reasonable business judgment to be confidential;

“Documentation” means any technical publications prepared and made available with the Software at any time during the term of this Agreement relating to the installation and operation of the Software, such as reference, user, installation, systems administrator and technical guides and release notes.

“License Key” means a series of computer-generated characters used for the purpose of controlling the operation of the Software. A License Key may control operation of the Software by more than one User;

“Service” or “Services” means the TaxCycle cloud-based services that integrate and communicate with and enhance the functionality of the Software, as made available by TaxCycle from time to time;

“Software” means the TaxCycle software program—including the Trilogy application programming interface (API) all updates, new releases and patches—that is (i) made available to You for download after acceptance of this Agreement, (ii) packaged with this Agreement, or (iii) embeds this Agreement (e.g. as part of the About section of the Software), and which binary and/or bytecode software program includes the storage media containing the software program, if any, and any printed, online, or electronic Documentation. For greater certainty, the term “Software” does not include any Third-Party Software;

“Temporary License Key” means a time-limited License Key which is installed within the Software provided for an evaluation;

“Third-Party Software” has the meaning given in Section 2 and includes third-party software products which the Software is designed to work with as further described in Section 11 and listed in Schedule A;

“User” means any person entitled to use the Software in accordance with the applicable license terms indicated in Section 2 below;

“Your Invoice” means the invoice document provided to You by Trilogy or its applicable distributor; and

“You” or “Your” means the individual acquiring the Software license or any entity on whose behalf such individual is acting. In the case of an entity, "You" includes any entity that by majority voting interest controls, is controlled by, or is under common control with You.

2. Grant of Licenses

2.1 Trial Licenses: Subject to the terms and conditions of this Agreement, Trilogy grants You a limited, non-exclusive, non-transferable, license to have one (1) User access the Software on a single computer for evaluation purposes only. This license grant includes the right to print one (1) copy of any online user documentation in relation to the Software. Your trial license is only valid for approximately two (2) weeks and will automatically end on expiry of the Temporary License Key and after that point you may not be able to use/access the Software or any data you entered into the Software. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE THE SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF THE SOFTWARE. You acknowledge and agree that Trilogy will be under no obligation to renew or extend an evaluation period or the Temporary License Key. If you wish to continue using the Software You may, on payment of the applicable fees, upgrade to a full license (as further described in Section 2.2 below) on the terms of this Agreement. If you do not wish to continue to license the Software after expiry of the Temporary License Key, then You agree to purge Your computer(s) and all storage media of the Software.

2.2 Purchased Licenses: All purchased licenses are limited, non-exclusive, non-transferable, non-sublicensable and subject to the terms and conditions of this Agreement and Your payment of the applicable fees specified in Your Invoice. If you have purchased a Single User License, Trilogy grants You an internal license for one (1) User to access the Software on desktop computers, servers or virtualized desktop environments and/or mobile devices during the license period. The number of Single User Licenses purchased will be shown on Your Invoice. If you have purchased an Enterprise Multi-User License, Trilogy grants You a site license for use on any workstations at a single location at which the software is installed for no more than the number of users for whom licenses have been purchased. A fully-paid license entitles You to use the Software for tax calculation for Your clients (“End Users”) if You are a provider of tax services to third parties. You acknowledge and agree that use of the Software is controlled by a License Key and that the License Key provided by Trilogy will control the number and identity of the servers, desktop computers or virtualized desktop environments on which You may install and operate the Software as well as the number and identity of users. You shall not disable or circumvent or do anything to disable or circumvent the License Key or the restrictive measures imposed using the License Key and under the terms of the Agreement. You shall not copy or alter a License Key. You may only use a License Key provided by Trilogy and only in conjunction with the copy of the Software for which it was delivered. You may make copies of the Software for archival purposes only. You may not share the Software and/or License Key on file sharing sites. Any copies of the Software shall include all trademarks, copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy of the Software originally provided to You.

2.3 Third-Party Software: Binary, bytecode and source code versions of certain third-party software may be embedded in or delivered with the Software (“Third-Party Software”). If a separate license agreement for an item of third-party software is: delivered to You with the Software; included in the download package for the Software; or referenced in any material (including the Documentation) that is included in the download or distribution package for the Software, then such third-party software shall be Third-Party Software and such separate license agreement shall govern Your use of that item or version of such third-party software. Your right to use any Third-Party Software, third-party data, third-party software or other third-party content provided with the Software shall be limited to the use necessary to operate the Software as permitted by this Agreement. No other rights in the Software, Documentation or Third-Party Software are granted to You. Notwithstanding the foregoing, in the case of Third-Party Software that is licensed pursuant to open source or free software licenses that prohibit the imposition of any restrictions on use beyond those contained in such open source or free software licenses, the restrictions on use contained in this Agreement shall not be applicable to such Third-Party Software. The Third-Party Software may include free software (i.e. software licensed under the GNU Lesser General Public License or other free software licenses) for which the applicable free software license may also require that free software source code be made available to those receiving only executable versions of such free software. If the source code for any such free software is not provided with the Software, then upon request, within a three (3) year period from the original receipt of such Third-Party Software from Trilogy, for a fee that shall not exceed Trilogy’s costs associated with the shipping of such free software source code, Trilogy will provide a copy of such free software source code to You.

2.4 Third-Party Services and Linked Websites: Trilogy may provide tools through the Software and/or Service that enable You to import and export tax-related information (including without limitation your client-related files and other client -related information), to and from third-party services (“Third-Party Services”), including through features that allow You to link Your account on Trilogy with an account on a third-party service, such as Dropbox, Microsoft OneDrive and Google Drive. By using these tools, You agree that Trilogy may transfer, export and/or import such information and files to and/or from the applicable Third-Party Service for the purpose of providing the Services to You. Such Third-Party Services are not under Trilogy’s control and Trilogy is not responsible for their provision of Your information. You are responsible for verifying the accuracy of the information that is imported. Trilogy bears no responsibility for this information. The Service may also contain links to third-party websites. Such linked websites are also not under Trilogy’s control, and Trilogy is not responsible for their content. Your use of such Third-Party Services may be subject to a different set of Terms & Conditions and Privacy Policies which can be found on the website of the respective Third-Party Service. You may control Trilogy’s access rights to such Third-Party Services through Your Trilogy account and through Your Third-Party Service account. You acknowledge that while Trilogy may provide tools to access third-party services, Trilogy does not recommend any specific third-party service, nor does it warrant that any such third-party service is appropriate for use with Your business.

2.5 Import Services from CRA: The Services may include a feature that allows You to import certain tax-related information about You and/or your authorized clients from the Canada Revenue Agency, Revenu Québec and other government agencies. If this import service is available to You, and You choose to use it, You are responsible for verifying the accuracy of the information that is imported. Trilogy bears no responsibility for this information. By choosing to use this import service, You expressly authorize Trilogy to download this information on Your behalf, to store this information and to use this information for the purpose of providing the Services and otherwise in accordance with this Agreement and the Trilogy Privacy Policy (www.taxcycle.com/Privacy-Policy).

2.6 New Features and Functionality: You must purchase a license once a year in order to receive access to the latest tax changes in the Software. If You do not purchase a license to a new year’s version of the Software, You may still continue to use the Software (if your payments pursuant to Section 7 are up to date) from the year of purchase even after the license period has expired.

3. Restrictions & Service Limitations:

3.1 User Restrictions: The terms set forth in this Section 3 shall constitute conditions to the licenses granted in Section 2.

a) Single User Licenses. A fully-paid license entitles one (1) individual user to install and use the Software on a single server or on any number of devices provided that use is by that one user only. Concurrent usage across devices on a Single User License is not permitted. You may transfer a Single User License from one server to another at any time. For the avoidance of doubt, you are not permitted to allow multiple users to access the Software (including via remote desktop access and/or mobile device) either under a trial or fully-paid license under Section 2 above unless you have purchased a multiple user license that grants access to that number of users.

b) Enterprise Multi-User Licenses. A fully-paid enterprise multi-user license entitles the enterprise to use the Software on any number of workstations and on a server where the data files are stored for the purpose of hosting the database for all users of the site for which a license has been purchased. An enterprise multi-user license may be transferred from one site to another but cannot be shared by users across different sites even if those users are sharing the same server. A separate site license is required for each site/office/location of an enterprise. For the avoidance of doubt, you are not permitted to allow multiple users to access the Software (including via remote desktop access and/or mobile device) either under a trial or fully-paid license under Section 2 above unless you have purchased a multiple user license that grants access to that number of users.

3.2 Availability of Services: Each time the Software is launched it connects to the Trilogy servers providing information on the license information and current status of the Software (e.g. if there are new versions available for download) and synchronizing data collected, stored, exported or imported pursuant to sections 2.4 and/or 2.5 above. The Software is compatible with a number of electronic tax-filing services (e.g. EFILE; NetFile) which enable the electronic filing of tax returns generated with the Software and Services directly with government tax agencies (e.g. Canada Revenue Agency). However, Trilogy is not responsible or liable for the late filing of tax returns due to any discontinuation of, or interruption in, the Services, and You acknowledge that You should file Your clients’ tax returns as early as possible to meet any filing deadlines. Upon becoming a paid user, You acknowledge that the sole means to ensure that You have an up-to-date record of your clients’ tax return file is for You to save the completed tax return files as PDFs and print the same.  

3.3 Service Limitations - Tax File Retention/Storage: It is Your sole responsibility to retain tax records, slips, authorizations and other information relevant to tax filings for Your clients.

3.4 General Use Restrictions: The Software and Services contain trade secrets of Trilogy and You shall not reverse engineer, disassemble, reverse translate, decompile or in any other manner decode the Software or Services except to the extent the foregoing restriction is expressly prohibited by applicable law notwithstanding a contractual obligation to the contrary, provided that if applicable law permits any of the foregoing activities in respect to the Software, You may only attempt any such activities after You have requested the necessary information in writing from Trilogy and Trilogy has failed to make such information available to You within a reasonable period of time. You acknowledge and agree that no rights with respect to the source code of the Software or Services are granted to You. You shall not distribute, lease, rent, grant a security interest in, assign, or otherwise transfer the Software or Services. You shall not modify or create any derivative works of the Software or Services or merge all or any part of the Software with another program. You shall not disclose to any third party any performance, benchmarking, or feature-related information about the Software or Services. You further agree not to disclose, transfer or otherwise provide to any third party any portion of the Software except as explicitly permitted herein.

3.5 Screenshot Restrictions: Screenshots of the Software or Services (excluding any third-party content and any content which contains images or data relating to an identifiable person) may be used with Trilogy’s prior permission for the purpose of review, use within publications reviewing the Software or Services, use within training educational materials and limited advertising. However, You are not permitted to use any screenshots of the Software or Services: (i) in any other product user interface or splash screen; (ii) in comparative advertising; (iii) to sell an API built-in extension; (iv) in any disparaging, obscene, misleading or libelous way which reflects poorly on Trilogy and/or the Software and/or Services; (v) to share or distribute the same to Trilogy’s competitors (for example, to demonstrate features of the Software or Services); or  (vi) in excess of a reasonable number required for the permitted purpose (e.g. a few screenshots may be acceptable but not screenshots of every page). Any permitted use of screenshots of the Software and/or Services is subject to full attribution describing the full name of the Software and/or Service and a statement reading “used with permission from Trilogy Software Inc”.

3.6 Client Data: As between You and Trilogy, You exclusively own all rights to, title to and interest in Your Data. “Your Data” means all electronic data or information submitted by You or made available by you to the Service, whether pursuant to section 2.4, 2.5, 3.2 or otherwise. Your Data is deemed Your Confidential Information under this Agreement. Trilogy shall not access Your Data, except to respond to service or technical problems or at Your request or as necessary for the operation of the Service or billing. You hereby grant Trilogy a non-exclusive, non-transferable (except in connection with the permitted assignment of this Agreement), irrevocable, worldwide, royalty-free, fully paid-up license for the Term (and for thirty (30) days thereafter) to use and otherwise exploit Your Data as reasonably required to provide the Service. The forgoing license shall include the right for Trilogy to use and copy Your Data for the purpose of creating aggregated or anonymized statistical analytics (“Aggregated Statistics”). Trilogy shall own all Aggregated Statistics created from Your Data.

4. DISCLAIMER OF WARRANTIES: THE SOFTWARE, SERVICES AND ANY DOCUMENTATION ARE PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS, CONDITIONS, AND/OR WARRANTIES OF ANY KIND. WITHOUT LIMITATION, TRILOGY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND DISTRIBUTORS DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS, CONDITIONS, AND/OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, DURABILITY, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE WHETHER ARISING BY STATUTE, COURSE OF DEALING, USAGE, OF TRADE, OR OTHERWISE. EXCEPT AS OTHERWISE EXPLICITLY PROVIDED IN THIS AGREEMENT, THE ENTIRE RISK OF THE USE OF THE SOFTWARE, SERVICES AND DOCUMENTATION SHALL BE BORNE BY YOU. NEITHER TRILOGY NOR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS MAKE ANY REPRESENTATION OR PROVIDE ANY CONDITIONS AND/OR WARRANTIES ABOUT THE SUITABILITY OF THE SOFTWARE, SERVICES AND/OR DOCUMENTATION OR ITS ACCURACY OR ABOUT ANY INFORMATION AND/OR DATA THAT MAY BE PROCESSED BY OR MADE AVAILABLE USING THE SOFTWARE. WHILE TRILOGY USES REASONABLE COMMERCIAL EFFORTS IN ACCORDANCE WITH GOOD PRACTICE TO MAINTAIN THE SECURITY OF YOUR DATA, THE INTERNET CONTAINS CERTAIN INHERENT RISKS AND TRILOGY EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY CLAIMS, LOSSES OR DAMAGES THAT MAY ARISE FROM ANY THIRD PARTY ACCESSING YOUR DATA WITHOUT YOUR PERMISSION.

5. LIMITATION OF LIABILITY: NEITHER TRILOGY NOR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THIS AGREEMENT, RELATED TO THE SOFTWARE, DOCUMENTATION, OR RELATED TO ANY SERVICES PROVIDED TO YOU BY TRILOGY (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) IN RELATION TO THE SOFTWARE, SERVICES AND/OR DOCUMENTATION FOR ANY INDIRECT, RELIANCE, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOSS OF OR DAMAGE TO DATA, BREACH OF SECURITY OR OTHER UNAUTHORISED ACCESS OF DATA, BUSINESS INTERUPTION, LOSS OF DATA, REPLACEMENT OR RECOVERY COSTS, OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER ARISING FROM CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF TRILOGY (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR FUNDAMENTAL BREACH. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF TRILOGY (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THIS AGREEMENT, RELATED TO THE SOFTWARE, DOCUMENTATION AND/OR RELATED TO ANY SERVICES PROVIDED TO YOU BY TRILOGY (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) IN RELATION TO THE SOFTWARE AND/OR DOCUMENTATION, EXCEED THE LICENSE FEES PAID BY YOU FOR THE SOFTWARE OR  IF NO LICENSE FEES HAVE BEEN PAID BY YOU FOR THE SOFTWARE.

THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER TRILOGY NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT.

6. Term and Termination: This Agreement shall continue for as long as You have paid the relevant fees to use the Software; however, it may be terminated sooner as provided in this Section 6. You may terminate this Agreement by destroying all copies of the Software and Documentation under Your control and providing certification of such destruction to Trilogy or by returning the Software to Trilogy. Trilogy may terminate this Agreement immediately by providing You with written notice if any of the following events occur: (a) You fail to pay any amount due to Trilogy or its applicable distributor within thirty (30) days after Trilogy or its applicable distributor gives You written notice of such non-payment; (b) You are in material breach of any non-monetary provision of this Agreement, which breach, if capable of being cured, is not cured within thirty (30) days after Trilogy gives You written notice thereof; or (c) You have committed a material breach of this Agreement which cannot be cured. Upon termination of this Agreement You shall destroy all copies of the Software. In addition to this Section, the Sections entitled Definitions, Disclaimer of Warranties, Limitation of Liability, Fees and Taxes, Confidentiality, Title, Third-Party Beneficiaries, and General shall continue in force even after any termination of this Agreement. No termination of this Agreement will entitle You to a refund of any amounts paid by You to Trilogy or its applicable distributor or affect any obligations You may have to pay any outstanding amounts owing to Trilogy. Upon any termination by Trilogy, You shall destroy all copies of the Software and Documentation under Your control and certify such destruction to Trilogy or return the Software and Documentation to Trilogy.

7. Payment Terms:

7.1 Fees and Taxes: You shall pay Trilogy or its applicable distributor the charges and fee(s) specified in Your Invoice in the amounts (e.g. a one-time payment or instalments on a payment plan) and within the time specified in Your Invoice. If You opt to enroll in Trilogy’s auto-renewal program at the time of subscribing for the Software, Trilogy will automatically bill You for the same license type and subscription on the anniversary of the date on which You subscribed using the same credit card information kept on file for You.  Reminders on auto-renewal are sent to you so you have the opportunity to cancel or change your order preferences. You can cancel auto-renewal at any time through the account options in your online account. All charges and fees specified in Your Invoice are exclusive of and do not include any taxes, duties or similar charges imposed by any government ("Taxes"). You agree to pay or reimburse Trilogy or its applicable distributor for all such Taxes (other than taxes on the net income of Trilogy). If You are outside the jurisdiction in which Trilogy or its applicable distributor is located, the amounts You remit to Trilogy or its applicable distributor shall be the actual amounts due without withholding taxes or other assessments that may be imposed by authorities in the jurisdiction within which You are located, and which withholding taxes or assessments shall be paid by You. Upon request, You shall promptly furnish Trilogy or its applicable distributor with certificates evidencing payment of any withholding taxes or other assessments You may be required to pay in connection with Your payment of the amounts owing under this Agreement.

7.2 Suspension of Service & Termination for Non-Payment: The Software is licensed on a calendar year basis, not an ongoing subscription basis. Use of a payment plan to purchase the Software is a contractual commitment to pay the full amount in the amounts and at the times agreed in that plan. This obligation applies whether or not You continue to use the Software up to and including the end of the licensed period. Trilogy reserves the right to suspend licenses and temporarily switch off access to the Software if Your payments are in arrears. Trilogy may also terminate licenses granted under this Agreement if You are in arrears of payment for two or more months. Full payment of all amounts in arrears together with any outstanding current payment amounts, is required to reinstate any license suspended or terminated pursuant to this Section 7.2. Trilogy reserves the right to apply payments made for the Software for new licenses or license terms against previous issued invoices, the balance of which must be cleared first.

7.3 Refunds: The Trilogy Refund Policy is available at www.taxcycle.com/Refund-Policy.

8. Support and Updates: Free technical support will be provided to all users who hold a current, paid-up license. This Agreement grants You the right to updates or enhancements of the Software and Services (which are made generally available to other customers) as part of your annual license fee. Such updates or enhancements shall form part of the Software and/or Services and use of the same shall be governed by the terms and conditions of this Agreement. Trilogy reserves the right at any time to not release or to discontinue release of any Software or Service and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software. For greater certainty, Trilogy is not a provider of legal, professional or accounting services and provides no advice on tax law or on the preparation, calculation or filing of tax returns. You should therefore consult a specialist if you need assistance in this regard. Support provided to You pursuant to this Agreement is solely to resolve technical problems or issues arising with the Software and to provide advice on installation and general program use.

9. Accuracy Guarantee: Trilogy guarantees the accuracy of T1 personal tax calculations made through our Software provided that: (i) the source data is accurate; (ii) You do not apply any manual overrides to the Software’s calculation tools; and (iii) You used the latest available software update to file the tax return. Trilogy accepts no responsibility for errors in tax calculation which are due to inaccurate information being submitted, inaccuracies in calculation which are due to a manual override of the Software’s automatic calculation tools by You or Your failure to use the latest available software update. If your client is charged interest on tax due to an inaccurate calculation made using the Software (which is not due to source data inaccuracy, manual overrides or use of outdated Software), you must notify Trilogy within three months of receiving the penalty or adjustment notice. Trilogy will then pay that interest, up to a maximum of the cost of the Software purchased.

10. Confidentiality: You acknowledge and agree that the Software and Documentation (and any information embodied therein or provided in respect thereto) are Confidential Information. You shall maintain in confidence all Confidential Information, shall use such Confidential Information only for the purpose of exercising Your rights and fulfilling Your obligations under this Agreement, and shall not disclose any Confidential Information to any third party. Notwithstanding the foregoing, You shall be entitled to disclose the Confidential Information to Your employees and/or contractors who have a specific need to use or know such Confidential Information in connection with Your licensed usage of the Software provided that You shall at all times be responsible for their conduct. All employees and/or contractors to whom You disclose any Confidential Information shall be advised of the confidentiality obligations applicable to such Confidential Information and shall be bound by a legally binding agreement containing non-disclosure and non-use terms and conditions at least as restrictive as the provisions in this Section 10. You shall treat the Confidential Information with the same degree of care against disclosure and unauthorized use as You afford to Your own confidential information of a similar nature, or a reasonable degree of care, whichever is greater. You further agree not to remove or destroy any proprietary or confidential legends or markings placed upon any documents or other materials containing Confidential Information.  You shall not be bound by any obligations restricting disclosure and use set forth in this Agreement with respect to Confidential Information, or any part thereof, which: (i) was lawfully known or received by You without any obligation of confidentiality prior to disclosure to You by Trilogy; (ii) was generally publicly available prior to its disclosure to You by Trilogy, or becomes generally publicly available other than through a breach of this Agreement by You; or (iii) was disclosed to You by a third party, provided such third party, or any other person from whom such third party receives such information, is not in breach of any confidentiality obligation in respect of such information. If You are compelled pursuant to any legal, judicial, or administrative proceedings, or otherwise required by law, to disclose Confidential Information, You shall use reasonable efforts to (i) seek confidential treatment for such Confidential Information, and (ii) provide prior written notice to Trilogy to allow Trilogy to oppose such disclosure or to seek protective or other court orders. You acknowledge and agree that a monetary remedy for a breach or violation of this Section 10 will be inadequate and will be impracticable and extremely difficult to prove, and that any such breach or violation would cause Trilogy or its licensors irreparable harm. In the event of any breach or violation of this Section 10 by You, in addition to any other available rights and/or remedies in law or equity, Trilogy shall be entitled to temporary and permanent injunctive relief and other equitable relief without the necessity of posting a bond or making any undertaking in connection therewith and without the necessity of proving monetary damages.

11. Title & Third-Party Software: All right, title, and interest (including all intellectual property rights) in, to, and under the Software (including all copies thereof) and the Services shall remain with Trilogy and its licensors. By using the Software, you acknowledge and agree that: (i) You will comply with the terms of the relevant licensor of the Third-Party Software; and (ii) the operation of the Software may be contingent upon the functioning of Third-Party Software (which is out of Trilogy’s control) and accordingly, Trilogy is not responsible for any delays or faults (including data loss or service interruption) occurring during use of the Software where the same is caused by crashes in the Third-Party Software.

12. Export Restrictions: The Software, Documentation and related information are subject to export and import restrictions. By installing or using the Software and/or Documentation, You are representing and warranting that You are not located in, under the control of, nor are a national or resident of, any country to which the export of the Software, Documentation and/or related information would be prohibited by the laws and/or regulations of Canada. You are also representing and warranting that You are not an individual to whom the export of the Software, Documentation or related information would be prohibited by the laws and/or regulations of Canada. You shall comply with the export laws and regulations of Canada that are applicable to the Software, Documentation and related information and You shall comply with any local laws and/or regulations in Your jurisdiction that may impact Your right to export, import, or use the Software, Documentation or related information, and You represent and warrant that You have complied with any such applicable laws and/or regulations. The Software, Documentation and related information shall not be used for any purposes prohibited by export laws and/or regulations, including, without limitation, nuclear, chemical, or biological weapons proliferation. You shall be responsible for procuring all required permissions for any subsequent export, import, or use of the Software, Documentation or related information.

13. Third-Party Beneficiaries: You are hereby notified that there may be third-party beneficiaries to this Agreement. To the extent that this Agreement contains provisions that relate to (i) the use by You of certain components of the Software in which such third parties have an interest, or (ii) services provided by Affiliates, licensors, subcontractors, and/or distributors of Trilogy; the intellectual property protection and limitation of liability provisions of this Agreement are made expressly for the benefit of such third-party beneficiaries and are enforceable by such third-party beneficiaries in addition to being enforceable by Trilogy.

14. Privacy Policy: Trilogy complies with applicable laws governing the protection of personal information provided to Trilogy in connection with the use of Trilogy products and/or services. A copy of the most up to date privacy policy applicable to TaxCycle can be located here: http://www.taxcycle.com/PrivacyPolicy.aspx (the “Privacy Policy”). The Privacy Policy is subject to change without notice. You agree to be bound by the Privacy Policy and your submission of personal information on behalf of your clients shall be deemed consent to use such information in the manner set out in the Privacy Policy.

15. Feedback Tools: The Software includes several feedback tools which You may use (but are not obligated to use) to provide suggestions, comments or other feedback ("Feedback") relating to the Software or any services. These tools are:

  • In-Product Feedback. Feedback provided may include PDF documents of problematic files or pages. For greater certainty, any Feedback shared with Trilogy which is sensitive or personally identifying information (such as names, SIN numbers, financial details in tax forms or files) (“Sensitive Feedback”) will not be used, without Your consent, for any purposes other than those for which that sensitive data has been provided to Trilogy.  Any personal information provided by You as part of In-Product Feedback will be treated in accordance with our privacy policy and such information is protected by data encryption.
  • Community Feedback. You may provide Feedback by linking to Trilogy’s community support site on www.protaxcommunity.com. If You choose to do so, You acknowledge and agree that such Feedback will be ‘open’ to the public and community and therefore will not be held in confidence. We may use Feedback (including quotes and comments) provided in the community for development and marketing purposes. You should therefore not include any Feedback which you consider Sensitive Feedback or do not wish to be publicly available.

More generally, by submitting Feedback through either mechanism, you acknowledge and agree that you will not: (i) submit Feedback that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post and distribute the material and to grant us all of the rights granted herein; (ii) publish falsehoods or misrepresentations that could damage us or any third party; (iii) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity when providing Feedback; (v) submit Feedback that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any local, provincial, national, or international law, or is otherwise inappropriate; or (vi) use the feedback tools to post advertisements or solicitations of business. By submitting Feedback you further acknowledge and agree that Trilogy will have a perpetual, irrevocable and worldwide right to use such Feedback to maintain support, enhance features of the Software and/or in any other products or services including future products and services (collectively "Trilogy Offerings"). Accordingly, You agree that, except for Sensitive Feedback: (a) Trilogy is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to Trilogy (c) Trilogy (including all of its successors and assigns and any successors and assigns of any of the Trilogy Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Trilogy Offerings, and (d) You are not entitled to receive any compensation or re-imbursement of any kind from Trilogy or any of the other users of the site.

16. General: This Agreement is the entire agreement between You and Trilogy in respect to the Software, superseding any other agreements or discussions, oral or written, and may not be changed except by a written license agreement with Trilogy or a distributor of Trilogy. The terms and conditions of this Agreement shall prevail over any pre-printed terms on any quotes, orders, purchase orders, or purchase order acknowledgements, and shall prevail over any other communications between the parties in relation to the Software and the Software shall be licensed pursuant to the terms and conditions of this Agreement unless You have executed a written license agreement with Trilogy or a distributor of Trilogy, in which case the Software shall have been licensed pursuant to the terms and conditions of such written license agreement. You may not assign this Agreement whether voluntarily, by operation of law, or otherwise without Trilogy’s prior written consent. Trilogy may assign this Agreement at any time without notice. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances. This Agreement shall be governed by the laws of the Province of Alberta, Canada. No choice of laws rules of any jurisdiction shall apply to this Agreement and the courts in the Province of Alberta, shall have exclusive jurisdiction over any legal action or proceeding arising out of or relating to this Agreement, and You consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that You may have or that may hereafter arise to contest such jurisdiction of such courts for any action or proceeding brought by You. You hereby waive any right You may have to request a jury trial with respect to any action brought by You in connection with this Agreement, the Software or any services provided in respect to the Software. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The Uniform Computer Information Act does not apply to this Agreement.

17. Amendment of this agreement: We reserve the right to change this Agreement at any time. If we decide to change this Agreement in the future, we will post an appropriate notice on the website www.taxcycle.com. Any non-material change (such as clarifications) to this Agreement will become effective on the date the change is posted and any material changes will become effective 30 days from their posting on the website. The date on which the latest update was made is indicated at the bottom of this document. We recommend that you print a copy of this Agreement for your reference and revisit this Agreement from time to time to ensure you are aware of any changes. Your continued use of the Software and Services signifies your acceptance of any changes.

18. Contact: If You have any questions or concerns about this Agreement and/or if You wish to contact Trilogy Software for any reason, please direct all correspondence to: info@taxcycle.com.

Last Updated: December 6, 2018

Schedule A
Third-Party Software

Last Updated: November 16, 2017

AppLife Update

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MS Windows API Code Pack

MVVM Light Toolkit (MIT)

Neodynamic Barcode Professional

Newtonsoft Json

Nustache

PdfSharp

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SQL Lite and SQL Lite.Net