Last Updated: June 1, 2022
These terms and conditions for end users (“End User Terms”) govern access and use by end users of the TaxFolder cloud services (the “Cloud Services”) made available by Xero Software (Canada) Ltd. (“TaxCycle”/ “we”/ “us”) through www.taxfolder.com (together the “Website”) to clients (“you”) of professional tax preparers, accountants, bookkeepers and any other individuals, who are licensed users of TaxCycle’s products and services all as further described on www.taxcycle.com (“Licensed User”). By registering for or accessing/using the Cloud Services, you are indicating that you have read and that you understand and agree to be bound by these End User Terms. If you are a Licensed User of TaxCycle products, then you acknowledge that these End User Terms are supplemental to the license terms that apply for use of any of our connected products and your organization grants access to you though a separate subscription agreement for the Cloud Services.
PLEASE NOTE THAT THESE TERMS CONTAIN IMPORTANT RESTRICTIONS AND LIMITATIONS OF LIABILITY SO PLEASE READ THEM CAREFULLY BEFORE USING THE WEBSITE OR CLOUD SERVICES. BY ACCESSING, USING, DOWNLOADING OR UPLOADING ANY MATERIALS THROUGH THE CLOUD SERVICES, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE AND MUST CEASE USE OF THE CLOUD SERVICES IMMEDIATELY.
BY ACCESSING OR USING THE CLOUD SERVICES OR THE WEBSITE, you hereby signify that you have read, understood, and agree to be bound by these Terms and that you are over the age of 16.
1. DISCLAIMER AND RELEASE
3. LICENSE TO USE THE SERVICES
Accounts may not be shared among users, except as may be permitted by TaxCycle for the purposes of offering its Cloud Services. To the extent your Account has been created on behalf of a corporate entity, including but not limited to a partnership, corporation, trust and/or charity (a “Corporate Account”), access to the Corporate Account must be limited only to those authorized individuals of the particular corporate entity. Subject to your compliance with the foregoing and these Terms, we grant to you a limited, personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Cloud Services for your own or corporate entity’s use and not for resale or further distribution. Your right to use the Cloud Services is limited by all terms and conditions set forth in these Terms.
Except for this license granted to you, we and our licensors retain all right, title and interest in and to the Software and the underlying technology, including all related intellectual property rights in the same. Our Software and technology are protected by applicable intellectual property laws, including Canadian copyright law and international treaties.
You shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software; (b) circumvent any user limits or other license timing and/or use restrictions that are built into the Software; (c) sell, rent, lend, transfer, distribute, license, or grant any rights in the Software in any form to any person without the written consent of TaxCycle; (e) remove any proprietary notices, labels, or marks from the Software; (d) unbundle any component of the Software and/or; (e) build a product or software that is competitive; or (f) copy any ideas, features, functions or graphics of the Software.
4. USER CONTENT AND FEEDBACK
We welcome your suggestions, comments and feedback on the Website or Cloud Services (“Feedback”). If you provide us with feedback, you agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to you or any third party and you have all of the necessary rights to disclose the Feedback to us; (c) TaxCycle (including all of its successors and assigns) may freely use Feedback without any restrictions; (d) you are not entitled to receive any compensation or reimbursement of any kind in respect of Feedback; and (e) we are not obligated to act on or respond to Feedback. Feedback may be provided by email at firstname.lastname@example.org, or through our Website at the following URL: https://www.taxfolder.com/contact/.
We may impose certain limitations on the use of the Website and/or our Cloud Services, including, but not limited to restricting the number of accounts you may register. You agree to use our Website and/or Cloud Services only for purposes as permitted by these End User Terms. We reserve the right to modify or impose any limitations on the use of our Website and/or Cloud Services at any time, with or without notice to you. We also reserve the right at all times (but will have no obligation) to terminate an Account or Corporate Account at any time without any liability whatsoever to you. In using the Website and/or the Cloud Services, you shall not:
No support is provided unless otherwise agreed in a separate agreement with TaxCycle. In the event you require support, please contact the Licensed User responsible for your tax preparation or visit our Frequently Asked Questions page, available on our Website at: https://www.taxfolder.com/faq.
TaxCycle and/or Licensed Users may at any time and for any reason or no reason, without prior notice, immediately suspend all or a portion of your Account and/or access to the Website or Cloud Services. Cause for such termination shall include, but not be limited to: (a) violations of the End User Terms or any other policies or guidelines that are referenced herein and/or posted on the Website or through the Cloud Services; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Cloud Services or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Cloud Services to you is or may become unlawful; (f) unexpected technical or security issues or problems; (g) your participation in fraudulent or illegal activities; (h) as may be required to maintain certain standards of professional responsibility, ethics and/or codes of conduct; or (i) revocation or termination of your Licensed User’s license to TaxCycle’s products and/or services. Any such termination or suspension shall be made by TaxCycle and/or its Licensed User in their sole discretion, and TaxCycle and/or its Licensed Users will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Cloud Services.
8. DISCLAIMER OF WARRANTIES
THE WEBSITE AND CLOUD SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE WEBSITE AND CLOUD SERVICES ARE AT YOUR OWN RISK AND PROVIDED WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TAXCYCLE OR THROUGH THE WEBSITE OR CLOUD SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, TAXCYCLE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE CLOUD SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE CLOUD SERVICES OR WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL TAXCYCLE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, LICENSED USERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE OR CLOUD SERVICES. UNDER NO CIRCUMSTANCES WILL TAXCYCLE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE CLOUD SERVICES OR YOUR ACCOUNT, CORPORATE ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TAXCYCLE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN THE WEBSITE, SOFTWARE AND SERVICES; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR WEBSITE OR CLOUD SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR CLOUD SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR CLOUD SERVICES OR WEBSITE BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE WEBSITE OR CLOUD SERVICES. IN NO EVENT SHALL TAXCYCLE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS.
10. AVAILABILITY AND UPDATES
TaxCycle may alter, suspend, or discontinue this Website or the Cloud Services at any time and for any reason or no reason, without notice. The Website and/or the Cloud Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons.
11. RELATIONSHIP OF THE PARTIES.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
You may not assign these Terms. TaxCycle may assign these Terms at any time and for any reason.
13. NO THIRD-PARTY BENEFICIARIES
There are no third-party beneficiaries to these Terms.
14. GOVERNING LAW
These Terms shall be governed by the laws of the Province of Alberta, Canada. No choice of laws rules of any jurisdiction shall apply to these Terms, and the courts in the Province of Alberta shall have exclusive jurisdiction over any legal action or proceeding arising out of or relating to these Terms, 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 these Terms, or any services provided in respect hereof.
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
16. ENTIRE AGREEMENT; AMENDMENTS
No failure or delay by TaxCycle in exercising any right, power, or remedy under these Terms, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.
TaxCycle may provide translations of these Terms or other materials accessible through our Website and/or Cloud Services into languages other than English. Such translations are intended solely as a convenience to the non-English-reading public and are provided for informational purposes only. TaxCycle has made reasonable efforts in order to provide accurate translations, however, no automated or computerized translation is perfect. The official text of these Terms and any other materials made available through our Website and/or Cloud Services is the English version. Any discrepancies or differences created in our translations are not binding and have no legal effect for compliance or enforcement purposes. If any questions arise concerning the accuracy of the information presented by translated versions of these Terms or materials provided through our Website and/or Cloud Services, please refer to the English version.