Last Updated: October 30, 2012
Welcome to www.taxcycle.com (the “Site”) which is provided by Trilogy Software Inc (‘we’/’us’) as a source of information and access to our products and services including TaxCycle and DoxCycle, news about our future products and services, access to our online community and account management portal for users (together the “Services”). Please review these Terms of Service (“Terms”) carefully, as they govern your use of the Site and Services whether you are a “Visitor” to the Site which means that you simply browse content) or a “Subscriber” which means that you have registered with www.taxcycle.com or are a staff member to whom a Subscriber has given access (together “Visitors” and “Subscribers” are “Users”).
By using the Services, you represent that you have the capacity to be bound by these Terms and if you are acting on behalf of a company or entity that you have the authority to bind such entity. You may not use the Services and you may not accept this Agreement if you are not of a legal age to form a binding contract.
You also acknowledge and agree that if you use certain of the Services such as becoming a Subscriber, you are also subject to the terms applicable to the specific product or service you subscribe to. For further information please refer to the TaxCycle EULA and the DoxCycle EULA.
We reserve the right to change or modify any of these Terms, in our sole discretion without prior individual notice. Any material modifications will be posted in a revised version of this document on the Site. For this reason, we encourage you to check these Terms for updates whenever you use this Site. You can tell when the Terms were last modified by checking the "last updated" date that appears at the top of the Terms. If you do not agree with any of the changes, if you are a Visitor, you can simply cease use of the Services; if you are a Subscriber, you can cancel your account with us without further obligation, except for the amount due for the balance of the billing period in which you cancel your account.
4. Registration Information
If you register for an account on the Site, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and your software license keys; (c) maintain and promptly update the Registration Data, and any other information you provide to Trilogy Software, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Trilogy Software. You are responsible for all activity on your www.taxcycle.com account, and for all charges incurred by your www.taxcycle.com account.
By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available internet browser and will include appropriate instructions on how to opt-out of communications. However, you understand that certain communications cannot be opted out of (for example, important notifications about your account or subscription through the Site).
If you become aware of any unauthorized use of your Registration Information, you agree to notify Trilogy Software immediately at the email address – firstname.lastname@example.org.
5. Fees, Currency and Taxes
Fees and any other charges for the use of our Services are described on the Site and are listed in Canadian dollars. Tax charges are based on applicable federal, provincial and harmonized sales tax rates based on the billing address associated with your order. You are responsible for all taxes.
6. Ownership, Copyright and Trademarks
In these Terms the content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”.
Content provided by Users (“User Content”) for example, content that a User enters into the online community or enters as a comment on the blog is User Content of the User who generated it. User Content is that User’s property. Trilogy Software's only right to that User Content is the limited licenses to it granted in these Terms.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. We reserve the right to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason.
Other than the User Content, the Services, all Content and all software available on the Services or used to create and operate the Services is the property of Trilogy Software or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Services, such Content and such software are expressly reserved.
All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, and supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Trilogy Software.
7. Our rights to use your User Content
We do not claim any ownership interest in your User Content, but if you provide User Content, you are hereby granting us a non-exclusive, royalty-free, transferable license to display, publish, modify, adapt, translate and create derivative works from your User Content on the Site and as part of the Services, and a right to sublicense that User Content to other Users so that they can view and interact with that User Content.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
In providing User Content you represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
8. Our Content
Trilogy Software grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of the Content available to you through the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page caching) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; and (iv) you may not use the Services or the Content other than for their intended purpose.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by Trilogy Software at any time.
You represent and warrant that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
To request permission for uses of Content not included in this license, you may contact Trilogy Software at the address set out at the bottom of these Terms.
9. Interactive Areas
The Services offered may include online communities, discussion forums or other forums in which you or third parties may post reviews or other content, messages, materials or other items on the Services (“Interactive Areas”). If Trilogy Software provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. User Content submitted to any public area of the Services will be considered non-confidential.
10. Access and Interference
You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:
Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
Unsolicited promotions, political campaigning, advertising or solicitations;
Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
Viruses, corrupted data or other harmful, disruptive or destructive files;
Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or
Content that, in the sole judgment of Trilogy Software, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Services, or which may expose Trilogy Software or its affiliates or its users to any harm or liability of any type.
Finally, Trilogy Software has a “zero-tolerance” policy towards SPAM: you may not use the Interactive Areas or the Services generally to send commercial or other messages to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Services you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.
Any use of the Interactive Areas or other portions of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Services.
11. Social Media
12. Service and Security
Your access and use of the Site may be interrupted from time to time for any of several reasons, including, without limitation, periodic updating, maintenance or repair, or other actions that Trilogy Software, in its sole discretion, may elect to take.
We do our best to ensure a secure environment for your data by using hosting services and security technologies that provide you with a secure and safe environment. However, when you use the Site, you accept the risks inherent in using this technology.
Finally, if you authorize a third party to access your account, we cannot control and are not responsible or liable for the third party’s use of your User Content.
13. No Responsibility for Third-Party Material
The Site may contain links to third-party Web sites (“Third-Party Sites”) and third-party content (“Third-Party Content”) as a service to those interested in this information. You use links to Third-Party Sites and any Third-Party Content or service provided there, at your own risk.
We make no claim or representation regarding Third-Party Content or Third-Party Sites, and provides them or links to them only as a convenience. Inclusion in the Services of a link to a Third-Party Site or Third-Party Content does not imply our endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Sites, or Web sites linking to the Services. When you leave the Site and go to a Third-Party Site, your use of that Third-Party Site will not be governed by these Terms. You should review applicable terms and policies, including privacy and data gathering practices, of that Third Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
14. Disclaimer of Warranties
The Site, the Content and the Services are provided to you on an “as-is” basis without warranties of any kind, either express or implied except for any express warranties for particular products/services specified in the applicable EULA. Trilogy Software expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Trilogy Software does not represent or warrant that the Site, the Content or the Services are accurate, complete, reliable, current or error-free.
While Trilogy Software attempts to make your access to and use of the Services safe, Trilogy Software does not represent or warrant that the Site, the Content or the Services are free of viruses or other harmful components.
15. Limitation of Liability; Indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against Trilogy Software, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Site, the Content or the Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site, the Content or the Services. You use the Site, the Content and the Services at your own risk.
Without limitation of the foregoing, neither Trilogy Software nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site, the Content or the Services, including without limitation any damages caused by or resulting from your reliance on the Site, the Content or the Services or other information obtained from Trilogy Software or any other Released Party or accessible via the Site, the Content or the Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Trilogy Software or any other Released Party's records, programs or services.
To the maximum extent permitted by applicable law, the aggregate liability of Trilogy Software, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site, the Content or the Services shall not exceed any compensation paid by you for access to or use of the Site, the Content or the Services, as the case may be, during the three months prior to the date of any claim.
You shall defend, indemnify and hold harmless Trilogy Software and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site, the Content and the Services, and if you are a Subscriber, from your customers’ use of the Services and from the use of the Site, the Content and the Services by any person to whom you give access to your account (including as staff), including any claims made by any person that any of your, and if you are a Subscriber, your Customers’, User Content infringes the rights, including the intellectual property rights, of any third party.
Notices that we give you may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. Or we may post a notice to Subscribers and Customers in the dashboard area of your account on the Site, or post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.
17. Applicable Law and Venue
The Services are controlled by Trilogy Software and operated by it from its offices in Calgary, Alberta. You explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site, the Content or the Services will be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) involving Trilogy Software and arising out of or relating to (a) these Terms; (b) the Site, the Content or the Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Site, the Content or the Services; or (d) the relationships that result from these Terms or the Site, the Content or the Services (collectively, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Trilogy Software related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Trilogy Software. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Alberta.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Calgary, Alberta. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Services from locations other than Alberta, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Trilogy Software and the other Released Parties for your failure to comply with any such laws.
18. Termination/Modification of License and Site Offerings
Notwithstanding any provision of these Terms, Trilogy Software reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof (b) block or prevent your future access to and use of all or any portion of the Services or Content (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.
19. Termination of Agreement
You and Trilogy Software may terminate your use of the Services including your agreement to these Terms at any time. If you terminate your use of the Services you must pay the fees applicable for the balance of the then current billing period (if your billing period is monthly, we will prorate your account to the nearest month-end after termination). When your Trilogy Software account is terminated, your User Content will, shortly thereafter, not appear on the Services, except for User Content submitted to public areas of the Site such as the blog or online community. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.
If these Terms expire or terminate for any reason, Sections 6, 13, 14, 15, 17 and 20 and any representation or warranty you make in these Terms, shall survive indefinitely.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Trilogy Software may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Trilogy Software, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Trilogy Software regarding your use of the Site, the Content and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Trilogy Software regarding your use of them.
21. Questions and Comments
If you have any questions regarding these Terms or your use of the Services, please contact us here:
Trilogy Software Inc.
800, 1333 - 8th Street SW
Calgary, Alberta, Canada
(888) 841-3040 (toll free phone)