CERTIFIED TAX ADVANTAGE

TERMS OF SERVICE & END USER LICENSE AGREEMENT

Cancellation For Certified Tax Advantage Customers Only

Account holders may cancel their subscription by using the Administrative menu which stops all future credit card billing and gives you until the end of the current billing cycle to download and remove any data or documents. Credit card billing occurs automatically on the day after each monthly anniversary date of the initial start of service. We do not cancel subscriptions for you by USPS mail received,by email, by telephone or by the use of our mail form from the website. You must cancel your own account by using the Administrative menu.Subscription fees paid are not refundable. Subscriptions to our service are pre-paid. Any cancellations that occur in the middle of a payment term (month, quarter, or year depending on payment schedule)will be made effective on the final day of the prepaid term. From the date you cancel until the last day of your current billing period is how many days you have to download and save any data or documents you have put online within our web application. On the 6th month from cancellation of the next billing period all canceled accounts are irrevocably deleted from the database.

Credit Card Billing

Credit card billing automatically happens on the day after each monthly anniversary date of the initial start of service. Detailed payment statements automatically emailed upon every monthly credit card billing.

Credit Card Expirations or Declines

Allowing a credit card to expire or be declined for any reason will not automatically cancel your account as we maintain all account data,allow subscriptions to continue, and allow you access to your account.When a credit card is declined we send you an email notification informing you of the problem. Two days later we again attempt to charge your credit card. If the card is declined a second time we send you your last email notification telling you that your account is now delinquent and if the credit card is not approved before the end of the current billing cycle (approximately 27 days) you will be automatically canceled on the first day of the next billing cycle and your account irrevocably deleted from the database. After the second decline of the credit card we attempt to charge your credit card for the delinquent amount every day until the card is approved or the next billing cycle ends.

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CTA End User License Agreement

This End User License Agreement (the “Agreement”) is made and entered into by and between Certified Tax Advantage LLC, a Utah limited liability company (the “Company”) and you (“End User”).

In exchange for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Company and End User agree as follows:

1. License Grant. Company hereby grants to End User, and End User accepts, a non-exclusive, non-transferable sublicense to access and use the computer software program ____CTA_______________, as such program is maintained and made available to End User (the “Program”), and the documentation (the “Documentation”) describing the Program which is available to End User at the Company’s website www.mycertifiedtax.com (“Company’s Website”). The license granted under this Agreement is for use by End User, as provided in this Agreement, for End User’s internal business purposes and only as authorized in this Agreement. The Program includes new releases and new versions made available to Licensor’s customers, including those made pursuant to material changes in the relevant tax laws. Except as expressly provided in this Section 1 of this Agreement, no rights are granted to End User in connection with the Program or the Documentation. Specifically, but without limitation, End User may not access or use the Program on behalf of any third parties, without the prior written consent of Company, which may be withheld in Company’s sole discretion.

2. Limitation of License. The license granted under this Agreement does not include the right to (i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Program or Documentation; (ii) sell, sublicense to third parties or affiliates except as provided in Section 1, rent, lease, allow time-share access or use, grant a security interest in, or otherwise transfer rights to the Program or Documentation; or (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Program or Documentation.

3. End User Fees.

(a) End User agrees to pay to Company a license fee (the “License Fee”) in an amount equal to $24.95 per month plus a one-time setup fee of $10.00. Any Support Services provided, as defined below, shall be included in the License Fee. The Company may at any time increase the amount of the license or setup fees.

(b) For all License Fees and other expenses accrued and payable by End User, Company shall charge such amounts against the Credit Card account with Company.

(c) Any amounts not paid by End User when due under this Agreement shall accrue interest at the rate of twelve percent (12%) per annum from the date the amount was due until paid, both before and after judgment.

4. The Program shall at all times remain on a computer server or servers maintained by or under the direction of the Company. End User shall not receive a copy of the Program, but shall only have the right to access and use the Program under this Agreement. Access to the Program shall be through the Company’s Website. End User agrees and acknowledges that the Company shall host, or enter into an agreement, in a form and substance acceptable to End User, with a third party acceptable to End User, to host and make available to End User the Program pursuant to the terms of this Agreement at the Company’s Website.

5. Passwords. No End User shall have access to nor shall any End User use the Program without a user identification and password. End User acknowledges that the passwords will be personal and may not be shared with or disclosed to any other person for any reason. End User acknowledges that the Licensor may terminate a password and require End Users to submit new password(s) at any time.

6. Use of Program by End User. End User shall use the Program in accordance with the Documentation. End User shall use commercially reasonable efforts to maintain the security of access to the Program, and will not bypass or disable any security mechanisms in the Program. Without limiting the generality of the foregoing, End User shall at all times comply with the security procedures described in the Documentation.

7. Intellectual Property. End User acknowledges and agrees that the Program and Documentation consist of proprietary, unpublished works of Licensor, or its licensors, protected under United States copyright, patent, trademark, and trade secret laws of general applicability. End User further acknowledge and agree that all right, title, and interest in and to the Program and Documentation, together with all modifications, enhancements, copies, and derivative works, including all copyright rights, and all other intellectual property rights, are and shall remain with Licensor, or its licensors. This Agreement does not convey to End User an interest in or to the Program or the Documentation, including a license to the Program, but only a limited right of use revocable in accordance with the terms of this Agreement.

8. Proprietary and Other Notices. End User agrees that it will not alter or remove any trademarks or copyright notices or other notices and disclaimers located or used on, or in connection with, the Program, or any reports generated by or in connection with the Program.

9. Storage and Ownership of Data; License to Use Data. End User agrees and acknowledges that all data of End User which is input into the Program (“End User Data”) shall be maintained on a computer server or servers maintained by Licensor, or by a third party. End User agrees and acknowledges that Licensor shall not be liable for any corruption, loss, disclosure, or failure to deliver End User Data. The Company acknowledges that all End User Data shall remain the property of End User. Upon written request to Company, and so long as End User is not otherwise in default under this Agreement, the Company shall cause Licensor to deliver to End User an ASCII text file of End User Data. End User hereby grants to Licensor a non-exclusive license to use, access, display, and disclose End User Data as necessary or appropriate to meet Licensor’s obligations to the Company. As to End User Date which does not identify the individual to whom it pertains, End User hereby grants to Licensor a perpetual, non-exclusive, royalty-free, paid in full license to use such End User Data for uses related to statistical analysis, research, study, and education, including, but not limited to, outcomes analysis and decision support tool development, product development, and other uses determined by Licensor.

10. Support Services.

(a) Company agrees to provide to End User reasonable training and support services with respect to the Program (“Support Services”). Support Services will be available by telephone or email between the hours of 8:00 AM and 6:00 PM, Monday through Friday, Mountain Time.

(b) In addition to any other remedies available to Company, if End User fails to timely pay any Support Fees owing under this Agreement, Company may suspend Support Services until all unpaid Support Fees, together with accrued but unpaid interest, are paid. Further, Company may terminate Support Services at any time by giving notice to End User thirty (30) days prior to such termination.

11. Interruptions in Service. The Company agrees to use reasonable efforts to maintain the availability of access to the Program through the Company’s Website, but in no event shall availability be less than ninety seven percent (97%) of the time during any six (6) month period. However, End User agrees and acknowledges that the Company’s Website may from time-to-time be unavailable to End User, including the Program, whether because of technical failures or interruptions, intentional downtime for service or changes to the Company’s Website, or otherwise, and any such interruptions shall not be included in determining any downtime for access to the Program. End User agrees that any modification of Company’s Website, and any reasonable interruption or unavailability of access to Company’s Website, or access to the Program, shall not constitute a default by Company under this Agreement. In addition, in the event of any such modifications, interruption, unavailability, or failure of access, or in the event, for any reason, End User fails to comply with all End User Requirements, Company shall have no liability of any nature to End User.

12. Confidential Information. Company and End User acknowledge that each party will have access to and will have disclosed to it confidential information of the other party, including trade secrets, business information, and other proprietary or confidential information (“Confidential Information”). Confidential Information specifically includes, without limitation, all passwords to access the Program and the Program. Company and End User agree to maintain as confidential and not disclose Confidential Information disclosed to it in connection with this Agreement, except as expressly provided in this Agreement. Each party shall use reasonable efforts to maintain the confidentiality of all Confidential Information, but shall at least use such efforts as the party uses for its own confidential information. Company and End User agree that the Confidential Information of each other shall not be used except as expressly provided in this Agreement. Notwithstanding the forgoing, either party may disclose Confidential Information as ordered by a court of competent jurisdiction or as otherwise required by law. No disclosure pursuant to court order or as required by law shall be made until the disclosing party has given other party ten (10) days prior written notice and an opportunity to oppose such disclosure.

13. No Warranty. End User agrees and acknowledges that Licensor and the Company make no warranties of any kind to End User. If the Program fails to perform substantially in compliance with the Documentation, Company agrees to use reasonable efforts to correct the error, and if within a reasonable time Licensor is unable to correct the error, the Company shall refund to End User the amount of License Fees paid on a pro rata basis for the period during which the Program failed to perform. END USER AGREES AND ACKNOWLEDGES THAT THE FOREGOING CONSTITUTES END USER’S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OF THE PROGRAM TO PERFORMEND USER AGREES AND ACKNOWLEDGES THAT (a) ACCESS TO AND USE OF THE PROGRAM AND DOCUMENTATION, AND (b) THE DELIVERY OF ALL SERVICES ARE “AS IS,” AND COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF WHETHER COMPANY KNOWS OF ANY PARTICULAR USE OF THE PROGRAM BY END USER. End User acknowledges and agrees that End User has independently verified that the Program is appropriate for the purposes for which End User intends to use the Program, and that End User did not rely upon any skill or judgment of Company in such selection. End User assumes the entire risk related to the access to and use of the Program.

14. Limitation of Liability. LICENSOR’S AND COMPANY’S ENTIRE AND CUMULATIVE LIABILITY TO END USER OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY OBLIGATION TO INDEMNIFY, THE PROGRAM, OR THE DOCUMENTATION, SHALL NOT EXCEED THE LESSER OF AN AMOUNT EQUAL TO TEN THOUSAND DOLLARS ($10,000.00), OR THE AGGREGATE LIMITATION OF LIABILTY FOR THE LICENSOR INCLUDED IN THE SOFTWARE LICENSE AGREEMENT. WITHOUT WAIVER OF THE FOREGOING LIMITATIONS, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY SHALL NOT BE LIABLE FOR, AND ANY WARRANTY UNDER THIS AGREEMENT SHALL BE VOID IF THE PROGRAM HAS BEEN ACCESSED OR USED BY ANYONE OTHER THAN END USER, OR IF THE PROGRAM HAS BEEN ABUSED OR MISAPPLIED. Company and End User agree that the limitations of liability set forth in this Agreement represent bargained for allocations of risk, and that the fees, charges, and costs owing under this Agreement, represent the allocations of such risk.

15. Indemnification. End User agrees to indemnify and hold harmless Licensor and Company and their officers, directors, employees, shareholders and agents, from and against any and all claims, demands, liabilities, and actions, including the payment of all legal expenses, including reasonable attorney’s fees and costs, arising out of or connected with the access to and use of the Program in connection with any abuse, misuse, or misapplication of the Program, or any accident in connection with such abuse, misuse, or misapplication of the Program. Company agrees to indemnify and hold harmless End User and its officers, directors, employees, shareholders and agents, from and against any and all claims, demands, liabilities, and actions, including the payment of all legal expenses, including reasonable attorney’s fees and costs, for any claim that access to and the use of the Program materially infringes on a United States patent or copyright or that the Program provides materially incorrect information with respect to the tax reporting required for home business deductions; provided, however, in the event of an infringement claim, Company may, in its sole discretion, obtain a license for the infringing part of the Program, remove the infringing part of the Program, so long as such removal does not materially affect the functionality of the Program, or terminate this Agreement and refund to End User the License Fee if the claim arises within the first year of the term of this Agreement. Company shall have the right to reasonably control the defense of any claims under this Section 15 of this Agreement, and to engage its own legal counsel.

16. Infringement. End User shall cooperate with the Company to protect the Program, including in connection with any lawsuits or disputes involving the Program. Additionally, End User shall promptly notify the Company and provide to it relevant background and other facts upon becoming aware of any actual or potential infringement, misappropriation, imitation, illegal use or misuse, or reasonable likelihood thereof, of the Program (“Infringement”). Upon Company’s request, and at Company’s expense, End User shall take all appropriate or necessary actions to assist the Company in connection with the Infringement Proceeding, including without limitation, consenting to being named as a party in such Infringement Proceeding.

17. Payment of Sales and Other Taxes. End User agrees to pay and be responsible for all sales and other taxes imposed by any governmental authority applicable to this Agreement, except income taxes of Company, including all applicable excise, property, value-added, sales or use, or similar taxes, any withholding taxes, national pension or other welfare taxes, customs, import, export, or other duties, levies, tariffs, taxes, or other similar charges.

18. Term and Termination. This Agreement is effective upon the date set forth on the signature pages of this Agreement, and shall continue until terminated. Either party may terminate this Agreement upon thirty (30) days written notice. End User or the Company may immediately terminate this Agreement upon the occurrence of a material default under this Agreement by the other party, including, without limitation, the use of the Program beyond the use allowed under this Agreement or the disclosure of any Confidential Information, by delivering written notice to End User of such termination. Upon termination of this Agreement, for any reason, Company may immediately terminate any access to the Program by End User.
19. Injunction. Company and End User agree that a breach or violation of Sections 1, 2, 5, 6, 7, 11, and 12 of this Agreement will result in immediate and irreparable injury and harm to the non-defaulting party. In such event, the non-defaulting party shall have, in addition to any and all remedies of law and other consequences under this Agreement, the right to an injunction, specific performance or other equitable relief to prevent the violation of the obligation under this Agreement; provided, however, that, this shall in no way limit any other remedies which the non-defaulting may have, including, without limitation, the right to seek monetary damages as provided under this Agreement.

20. General.

(a) Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state of Utah, without giving effect to any conflicts or choice of laws provisions. End User acknowledges that by obtaining the rights to access and use the Program set forth in this Agreement and using the Program, End User has transacted business in the State of Utah. End User hereby voluntarily submits to, consents to, and waives any defense to the jurisdiction of courts located in the State of Utah as to all matters relating to or arising from this Agreement.

(b) Attorneys Fees. If any action is brought by either party to this Agreement against the other party regarding the subject matter of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees, costs, and expenses of litigation. End User agrees to pay all costs of collection, including reasonable attorney’s fees and costs, of any amounts owing under this Agreement which are not paid when due.

(c) Notices. All notices, demands, or consents required or permitted under this Agreement shall be in writing and shall be delivered personally or sent by registered mail, certified mail, return receipt requested, or by a reputable overnight courier service, to the appropriate party at the following address:

If to Company:

Certified Tax Advantage
Attention: Andrew Howell, Esq.
P.O. Box 522460
Salt Lake City, UT.
84152-2460

If to End User:

At the address Company has on file for End User.

All notices which are hand-delivered shall be effective upon delivery and notices delivered by mail shall be effective one (1) day after the notice is deposited in the mail in accordance with the provisions of this Section. The foregoing addresses may be changed from time-to-time by delivering notice of such change to the parties to this Agreement.

(d) Severability. Any provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable shall not invalidate or make unenforceable any other provision of this Agreement.

(e) No Waiver. The failure of either party to enforce any rights granted under this Agreement or to take action against the other party in the event of any breach under this Agreement shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

(f) No Assignment. End User agrees that it will not assign, sublicense, transfer, pledge, lease, rent, or share the Program or Documentation, this Agreement, or any of End User rights under this Agreement without the prior written consent of Company, which may be withheld in Company’s sole discretion. Company may assign this Agreement at any time, including an assignment in connection with a merger, sale of assets, or otherwise.

(g) No Modification of Agreement. This Agreement may not be modified or amended, except in writing signed by the parties to this Agreement.

(h) Force Majeure. Except for the obligation to make payments, nonperformance by either party will be excused to the extent performance is rendered impossible due to causes beyond such party’s reasonable control and without its negligent or willful misconduct, including, without limitation, acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, governmental acts, orders or regulations, third party nonperformance or failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment (“Force Majeure”); provided, however, that the party claiming Force Majeure gives notice to the other party within fourteen (14) days of the commencement or continuance of the circumstances constituting force majeure and uses reasonable efforts to avoid or remove such causes of nonperformance. Neither party shall be relieved from performing any pending obligations under any of this Agreement when the existence of Force Majeure has been eliminated or terminated.

(i) -Limited Third Party Beneficiaries. This Agreement is for the sole and exclusive benefit of End User and Company, and is not intended to benefit any third party.
(j) Entire Agreement. This Agreement constitutes the entire agreement between Licensor, End User, and Company concerning the Program, and all other subject matter of this Agreement. This Agreement supersedes any contemporaneous or prior proposal, representation, agreement, or understanding between the parties. This Agreement may not be amended except in writing signed by End User and Company.

(k) Survival. The provisions of Sections 2, 6, 7, 8, 11, 13, 14, 15, 16, and 19, and the payment obligations in Sections 3 and 9 shall survive the termination of this Agreement.