ON-LINE TAXES PRO USER AGREEMENT

This User Agreement ("Agreement") is a legally binding contract made by and between On-Line Taxes, Inc. ("On-Line Taxes", "We", "we", "Us", or "us") and you ("You", "you", "Your", or "your"), which governs your use of On-Line Taxes' web site (the "Web Site"), On-Line Taxes Inc. tax preparation software (the "Software"), and the services that we offer on our Web Site (the "Services").

BY CLICKING THE "I AGREE" BUTTON (See Below) OR ACCESSING OR USING ANY PART OF THE WEB SITE, THE SOFTWARE, OR THE SERVICES YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT AND FURTHER THAT YOU HAVE TAKEN ALL ACTIONS REQUIRED OF YOU PRIOR TO USING THE WEB SITE, THE SOFTWARE, SUCH AS CONSULTING YOUR ATTORNEY. IF YOU DO NOT AGREE TO BE SO BOUND, OR YOU HAVE NOT TAKEN SUCH ACTION, YOU SHOULD SELECT THE "I DO NOT ACCEPT" BUTTON AND DO NOT ACCESS OR USE ANY PART OF THIS WEB SITE, OR THE SOFTWARE, OR THE SERVICES.

INTERNET TECHNOLOGY, TAX LAWS, AND THE RULES AND REGULATIONS OF TAXING AUTHORITIES CHANGE FREQUENTLY. ACCORDINGLY, ON-LINE TAXES RESERVES THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT WITHOUT FURTHER NOTICE TO YOU. THIS AGREEMENT AND ALL FUTURE CHANGES SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT YOU MAY HAVE SIGNED WITH ON-LINE TAXES.

YOU MAY OBTAIN AN ADDITIONAL COPY OF THIS AGREEMENT BY SENDING A WRITTEN REQUEST WITH THE SUBJECT LINE "PLEASE SEND ON-LINE TAXES PRO USER AGREEMENT AND PRIVACY POLICY" WITH A STAMPED ENVELOPE MARKED WITH YOUR RETURN ADDRESS TO ON-LINE TAXES, 724 JULES ST., ST. JOSEPH, MISSOURI 64501.

YOUR PROFESSIONAL RESPONSIBILITY

Without limiting the terms below, and in addition to the terms contained below, as a user of On-Line Taxes you hereby understand and agree that: (i) to the extent you prepare taxes or provide tax advice to third-parties, you are duly authorized, licensed, and otherwise qualified under the applicable law (s) and professional standard (s) that apply to you, (ii) all decisions regarding the tax treatment of items reflected on tax returns prepared by you using the Web Site, the Software, and the Services, are made solely by you, and that in no way is On-Line Taxes responsible for your decisions or judgment or results from thereof, (iii) in no way does the Web Site, the Software, and the Services relieve, waive, mitigate, reduce, or otherwise change your sole responsibility for the preparation, accuracy, and review of returns you prepare using the Web Site, the Software, and the Services, (iv) On-Line Taxes does not provide you tax preparation advice or anything of the like, (v) you verify all calculations made by the Web Site, the Software, and the Services for accuracy, (vi) you accept full legal and other responsibility for tax returns prepared by you, and, to the extent a third-party claims On-Line Taxes is liable, either in whole or in part, to the third-party for a matter arising from your use or claimed use of the Web Site, the Software, or the Services, you agree to fully indemnify, defend, and hold-harmless On-Line Taxes, its affiliates and suppliers, under the same terms stated in Section 21, (vii) you are solely responsible for obtaining all applicable third-party consents or authorizations, (viii) On-Line Taxes is not required to store or otherwise keep records relating to the tax information, tax data, tax returns, or the like related to your clients, (ix) you are solely responsible for ensuring your hardware and software meet all security requirements, and (x) you are solely responsible, prior to, and as a precondition to using this software to prepare third-party returns, for obtaining the authority from each of your clients to bind each of your clients to this Agreement as it applies to each of your clients (for instance as it applies to each of your clients' personal information) and by using the Web Site, the Software, and the Services you represent that you have received such authority.

1. REGISTRATION, ACCOUNTS, PAYMENT, TRIAL VERSION AND BETA FEATURES

A. To use the Software and the Services, you must create an account with On-Line Taxes through the online registration process on the Web Site. In creating an account, you must provide On-Line Taxes with accurate and complete registration information. You must promptly notify On-Line Taxes if any of this information changes. If you fail to provide or update this information, On-Line Taxes may terminate your right to use the Web Site, the Software or the Services (i.e., terminate your account) without notice. Failure to update your registration information may also invalidate any claim you may make under the Limited Warranty set forth in Section 11.

B. When you register to use the Software and the Services, you must choose a user name and password. Your user name and password are unique to you. You are responsible for maintaining the confidentiality of your user name and password, and for any use of your user name and password (including the use by an unauthorized third party). You must notify On-Line Taxes, within twenty-four (24) hours, if you believe your password or account has been or may have been obtained or used by any unauthorized person or entity. Under no circumstances should you respond to a request for your password, particularly a request from an individual claiming to be an employee of On-Line Taxes. On-Line Taxes' employees will never ask for your password. You must notify On-Line Taxes if you receive such a request within twenty-four (24) hours from the request.

C. You must pay for your use of the Software and the Services in accordance with the instructions provided on the Web Site. All payments you make to On-Line Taxes are non-refundable, except as expressly provided for below.

D. If you register for a trial use of the Software ("Trial Period"), you must decide to purchase a Software license within the Trial Period in order to retain any content that you have entered into the Software, created within the Software data file, posted or uploaded during the Trial Period. If you do not purchase a Software license by the end of the Trial Period, your content will no longer be available to you, to be accessed by you or retrieved by you. Please note that all other aspects of this Agreement will apply to you during and after the Trial Period.

2. GRANT OF CONDITIONAL LICENSE, RESTRICTIONS AND LIMITED USE OF THE SOFTWARE AND THE SERVICES

A. The Software and the Services are valuable intellectual property developed and owned by On-Line Taxes. As the proprietary property of On-Line Taxes, the Software and the Services are protected by copyright, trade secret and other intellectual property laws. You are only granted certain limited rights to install the Software and use the Services, and On-Line Taxes reserves all other rights in the Software and the Services not specifically granted to you in this Agreement.

B. Subject to meeting all of your applicable payment obligations and your compliance with all of the terms and conditions of the Agreement, On-Line Taxes hereby grants you a nonexclusive right and license to use the Software solely to gain access to and use the Services. You may only so use the Software and the Services to prepare Federal and State tax returns and to electronically file and/or print such tax returns.

C. Except as specifically stated in the paragraph below, you may not: (i) transfer, rent, lend, lease or otherwise make the Software available to a third party; (ii) create derivative works from the Software or other On-Line Taxes materials; (iii) reverse engineer, decompile or disassemble the Software or otherwise attempt to obtain its source code; (iv) remove or alter any copyright, trademark or other proprietary notice contained in the Software; (v) copy the Software; or (vi) use the Software or the Services to prepare tax returns, schedules, or worksheets on a professional basis (i.e., for a fee) in any manner other than as provided for in this Agreement.

D. Limited permission is granted to you by this license to use, reproduce, display, distribute, execute and transmit the Software and to use the Services, and to permit your customers and/or third-parties to whom you furnish the Software to also use the Software and the Services ("Sublicense"), conditioned upon and subject to the following notice, warning and disclaimer being included in all copies and versions of the Software you provide to your customers and third-parties:

THIS SOFTWARE IS PROVIDED TO YOU SUBJECT TO A USER AGREEMENT WHEREBY YOU ARE GRANTED A SUBLICENSE TO USE THIS SOFTWARE (A COPY OF THE USER AGREEMENT IS AVAILABLE TO YOU UPON REQUEST). THIS SOFTWARE AND ALL DERIVITIVES THEREOF ARE PROTECTED BY COPYRIGHT AND OTHER APPLICABLE LAWS. PLEASE BE ADVISED THAT THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBTUORS "AS-IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL ON-LINE TAXES, INC. (INCLUDING ITS AFFILIATES, SUBSIDIARIES, PARENTS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) BE LIABLE TO YOU OR ANY OTHER PESONS OR ENTITIES FOR ANY DIRECT, INDIRECT, INCIDENTIAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSE OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION), IRRESPECTIVE OF THE CAUSE OF SUCH ALLEGED DAMAGES OR THE THEORY OF LIABILITY THEREOF, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), FORESEEN OR UNFORESEEN, KNOWN OR UNKNOWN, ARISING IN ANY WAY OUT OF THE USE OR OTHER DEALINGS OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH POTENTIAL DAMAGE.

3. CUSTOMER SUPPORT / NO TAX ADVICE

On-Line Taxes makes available customer support personnel who can provide technical support to assist you in your use of the Software and the Services. You acknowledge and agree that these support personnel are not tax preparers or accountants, and do not provide professional services or advice. You are solely and exclusively responsible for your use of the Software and the Services and any errors that you make in preparing your return or your clients' returns (i.e., typographical errors, incorrect statements of fact, and the like). If you need additional professional advice, you must consult with an accountant, attorney, or other tax professional.

4. YOUR PERSONAL PRIVATE INFORMATION

A. Protecting your Information:

On-Line Taxes works to protect your personal information from loss, misuse, or unauthorized alteration by using industry-recognized security safeguards, coupled with carefully developed security procedures and practices. We maintain physical, electronic and procedural safeguards that comply with applicable laws and federal standards. We use both internal and external resources to review our security procedures. Your sensitive information, such as credit card information, is encrypted when it is transmitted to us. Our employees are trained and required to safeguard your information.

B. Information We Collect:

  • We collect personal information such as your name, shipping/billing address, e-mail, phone, and credit card number when you interact with us to purchase or use our products.
  • We collect personal information to deliver or allow access to our products and services.
    • As part of tax preparation services provided to you, we may collect and store personal information to prepare, assist in preparing, or to obtain or provide services in connection with the preparation of any tax returns contemplated by this Agreement.
    • As part of personal financial services provided to you, we may collect and store sensitive information such as account and purchase information on your behalf.
  • We collect information about your system as it interacts with us such as your IP address and browser information.
  • We use common internet technologies, such as cookies and Web beacons to manage our Web sites and services, advertising and e-mail programs.
  • We collect user feedback, community discussions, chats and other interactions, such as surveys, at our sites.
  • We may obtain additional information about you, such as demographic information, from commercially available sources.

C. Disclosing Your Data:

  • You can view On-Line Taxes privacy statement provided with the services on the website. You agree to the applicable On-Line Taxes privacy statement, and any changes published by On-Line Taxes. You agree that On-Line Taxes may use and maintain your data according to the privacy statement as part of your services. On-Line Taxes Inc. is a global company and may access information from multiple countries, including countries outside your own country to the extent permitted by applicable law.
  • Sometimes we ask outside firms, or third parties, to help us provide services, such as designing a Web site, sending e-mails, registering a prospective domain name, or analyzing data. Our contracts with these third parties outline the appropriate use and handling of your information and prohibit them from using any of your personal information for purposes unrelated to the product or service they're providing. We require vendors to maintain the confidentiality of the information we provide to them.
  • You give On-Line Taxes permission to combine identifiable and non-identifiable information you enter or upload for the Services with that of other users of the Services and/or other On-Line Taxes services. For example, this means that On-Line Taxes may use your and other users' non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users.
  • We may disclose, access, or report personal information when we believe, in good faith, we are required to do so by law or to protect our legal rights. We may also do this in connection with an investigation into a suspected violation involving a Terms of Service, fraud, intellectual property infringement, or other activity that may be illegal or expose us to legal liability or as part of the tax return information. For example, we may be required to disclose personal information to cooperate with regulators or law enforcement authorities or to comply with a court order, subpoena, search warrant, or law enforcement request.
  • We may report and share information about your account to credit bureaus, consumer reporting agencies and card associations. Late payments, missed payments, or other defaults on your account may be reflected in your credit report and consumer report. We may also share information with other companies, lawyers, credit bureaus, agents, government agencies and card associations in connection with issues related to fraud, credit or debt collection.
  • We work with other companies or developers to provide you with products and services which we clearly identify. Either On-Line Taxes or the other company may offer these products and services. We clearly identify these co-branded products and services. In some cases, we exchange customer usage information to establish and provide ongoing service. By requesting these products or services, you are permitting us to provide your personal and usage information to the other company to fulfill your request.

D. Information Gathering:

The information we gather, in addition to your tax return, includes:

  • Credit Card including:
    • Cardholder's name, credit card type, credit card number, expiration date, billing address, email address.
    • Credit card data is used to complete our transactions and none of this information is shared with anyone else.
  • Technical Assistance:
    • User name, user ID, email address, operating system, connection, browser.

E. Your Personal Information

On-Line Taxes respects your privacy and the confidentiality of your personal information (including email address). On-Line Taxes' resources and entire staff are fully committed to safeguarding your personal data (including email address) by ensuring that the highest security and other precautionary measures are in place to protect your non-public information. That is why we do not share your information (including email address) with third parties, affiliates, or partners in ways other than disclosed in this privacy statement. We only collect, store and use your personal information (including email address) for defined purposes. The purposes include fulfilling orders, supplying service and support, and notifying you of new/enhanced products and services.

On-Line Taxes is committed to protecting your privacy and data. At any time, you may contact On-Line Taxes to request what information you have given us and request correction or deletion. Our goal is to ensure the highest levels of security and confidentiality.

F. Changes to our Privacy Policy:

If On-Line Taxes decides, in our sole discretion, to change our privacy policy, we will post those changes to this privacy statement, the homepage, and other places we deem appropriate so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it.

If, however, we are going to use users' personally identifiable information (including email address) in a manner different from that stated at the time of collection we will notify users by posting a prominent notice on our Web site for 30 days.

If we merge with, or are acquired by another company, the resulting combined company will use the Personal Information you have provided as described in this policy. If we cease operation, your Personal Information may be transferred to and used by another company that offers similar or related products or services. You will be notified via prominent notice on our Web site for 30 days of any such change in ownership or control of your personal information.

G. Disclaimer:

Though we make every effort to preserve user privacy, we may need to disclose personal information when required by law wherein we have a good-faith belief that such action is necessary to comply with a current judicial proceeding, a court order or legal process served on our Web site.

5. PRIVACY, DATA SECURITY, AND STORAGE

Our top priority is the privacy of our customers like you because we recognize that our business succeeds based on the trust you and millions of others put in us. To prove your trust is well placed, we comply with all applicable privacy laws which are designed to protect you. We also expend substantial resources every year protecting the privacy of our customers in order to meet our goal of exceeding all applicable privacy laws. However, in order for us to be able to provide you such protection, it is essential that you understand and comply with the following:

By entering into this Agreement, you agree to On-Line Taxes' collection, use, and disclosure of your personal information and the personal information of your clients in accordance with the Privacy Policy, which is located at https://www.oltpro.com/main/pro/privacysecurity.php and incorporated into this Agreement by this reference.

In addition to our actions, you are responsible for maintaining the confidentiality of your username and password, and for any use of your username and password. You are the only person authorized to use your identification and password, and you shall not permit or allow any other person to have access to or use your identification or password. You are solely responsible for maintaining the confidentiality of your user identification and password. You are solely responsible for any actions taken using your user identification and password. You are solely responsible for ensuring that all information in your account, including without limitation your contact information, is and remains at all times complete and accurate.

To the fullest extent permitted by applicable law, On-Line Taxes has no obligation to store or maintain any information you provide to us, and you are responsible for printing and/or saving a copy of all tax returns you file for your records.

On-Line Taxes may offer you the ability to use certain informative tools, such as a tax calculator, interview questions or other potential useful information. You acknowledge agree that these tools are provided to you merely as a convenience to our users and that you retain ultimate responsibility for ensuring the accuracy and completeness of any information you submit while using On-Line Taxes' services or software.

You must notify us, within twenty-four (24) hours, if you believe your password or account has been or may have been obtained or used by any unauthorized person or entity.

Additionally, you should never respond to a request for your password, particularly a request from an individual claiming to be an employee of On-Line Taxes. Our employees will never ask you for your password. You must notify On-Line Taxes if you receive such a request within twenty-four (24) hours from the request.

By acting promptly, you help ensure that we are able to continue our efforts in placing the privacy of our customers as our number one priority.

While we strongly desire to work with you as a team in protecting your privacy, and the privacy of your clients, and while we have taken reasonable measures to protect the security of the unique tax identification data for you and your clients, the internet does carry certain risks and, therefore, it is important that you know that On-Line Taxes (i) does not guarantee the security of information collected during your use of the Software and the Services, (ii) shall not be liable in any way for a compromise of your data or the data of your clients, (iii) has no obligation to store or maintain any information you provide to On-Line Taxes, and (iv) nothing in this Section 5 shall be interpreted as creating a contractual or other duty for On-Line Taxes which is not otherwise in existence absent this Section 5.

In furthering the protection of your privacy and the privacy of your clients, you agree to print or save a copy for your records of any tax return you prepare using the Software or the Services.

Should you need to change your name or contact information, such as your address, e-mail, and phone number, please directly contact On-Line Taxes Customer Service.

You should never attempt to modify your name or contact information, or any other personal information, by any means other than through On-Line Taxes Customer Service.

The Software includes the ability to store and share a secure PDF copy of final returns to the cloud storage portal for easy sharing and access by you and your customers. Access to returns stored on the cloud will be available through the term of this Agreement.

6. FILING OF TAX RETURNS

If you file tax returns electronically, it will be automatically converted to and stored in a standardized format and then transmitted to the applicable taxing authority. On-Line Taxes cannot guarantee that the taxing authority will accept tax returns submitted by you. You are solely and exclusively responsible for filing the tax returns of your clients in sufficient time to meet any filing deadlines (and obtaining any necessary extensions) and for verifying the status of those returns to confirm that it has been received and accepted by the applicable taxing authority. You may need to file by mail if the applicable taxing authority does not accept it electronically. You must review the tax returns for errors prior to filing the tax returns.

Anyone who prepares or assists in preparing federal tax returns for compensation must have a valid PTIN before preparing returns. You are responsible for obtaining a valid electronic filing identification number (EFIN) before using the Web Site, Software or Services to electronically file tax returns. Proof of a valid EFIN must be provided to On-Line Taxes before access to e-file will be permitted.

Electronic Return Originators (ERO) must review and comply with all aspects of IRS Publication 1345, including, but not limited to: Establishing a data security plan to protect their customer data, and completing due diligence in the preparation of returns claiming the head of household filing status or certain credits, including EITC. Paid preparers must complete all required worksheets and meet all record keeping requirements.

7. IMPORT OF TAX INFORMATION

The Software and the Services may include a feature that allows you to import certain information from participating payroll processors and financial institutions. If you choose to import tax data, you are responsible for verifying the accuracy of the information that is imported. On-Line Taxes is not responsible for the accuracy of the imported information.

8. AVAILABILITY

On-Line Taxes expects to make the Software and the Services available for the preparation of tax returns during the time period electronic returns will be accepted by the IRS. However, On-Line Taxes has the right at any time, for any reason, and without notice to you to modify or discontinue any aspect or feature of the Web Site, the Software, or the Services, including without limitation, its content, functionality, the hours of availability for customer support, hardware and software needed to access and use the Software and the Services, and pricing. On-Line Taxes shall not be responsible for the inability to file or the late filing of any tax return due to the modification or discontinuance of the Web Site, the Software, or the Services.

9. THIRD-PARTY SERVICES

On-Line Taxes may provide access to certain services provided by third parties ("Third-Party Services") through the Web Site. The Third-Party Services may include refund anticipation loans, refund transfers, and professional tax preparation. The Third-Party Services are governed by the terms and conditions, and policies instituted by the Third-Party Service provider. You are responsible for reviewing, understanding, and abiding by the terms and conditions and policies governing any Third-Party Services. On-Line Taxes is not responsible for and shall have no liability arising from, involving, relating to, or in connection with the Third-Party Services.

10. MONEY-BACK GUARANTEE

Without limiting anything in Sections 10 through 16, if for any reason you are not satisfied with the Software or Services at any time before filing a tax return, you may immediately stop using the Software and the Services, and contact On-Line Taxes Customer Service to request a refund of the fees paid by you (if any) to On-Line Taxes for using the Software or the Services, in accordance with our published refund policies. To be eligible for any refund, you must contact On-Line Taxes within thirty (30) days of your date of purchase of the Software and/or Services; and under no circumstances will any refund be made if not reported to On-Line Taxes by January 31 of the tax filing season.

11. LIMITED WARRANTY AND LIMITED REPRESENTATIONS

A. ON-LINE TAXES ONLY WARRANTS TO YOU THAT THE SOFTWARE AND THE SERVICES WILL MAKE ACCURATE CALCULATIONS BASED ON THE INFORMATION THAT YOU PROVIDE. IF AN ERROR IN SUCH A CALCULATION (AN "ERROR") OCCURS AND IS SOLELY ATTRIBUTABLE TO A MALFUNCTION IN THE SOFTWARE OR THE SERVICES, YOU MAY CONTACT ON-LINE TAXES CUSTOMER SERVICE AND PROVIDE PROOF OF THE ERROR AND ANY OTHER INFORMATION ON-LINE TAXES REASONABLE REQUESTS TO RECEIVE A REFUND OF THE FEES THAT YOU PAID TO USE THE SOFTWARE AND THE SERVICES. FURTHER, IF AS THE RESULT OF SUCH AN ERROR, YOU PAY A PENALTY OR INTEREST ASSESSED BY THE IRS OR STATE TAXING AUTHORITY, ON-LINE TAXES WILL REIMBURSE YOU FOR SUCH PENALTY OR INTEREST IF YOU PROVIDE ADEQUATE DOCUMENTATION. THE FOREGOING REMEDY IS YOUR SOLE REMEDY FOR ANY BREACH OF THIS WARRANTY, REGARDLESS OF WHETHER SUCH WARRANTY IS EXPRESS, IMPLIED, STATUTORY OR COMMON LAW.

B. WITHOUT LIMITATION OF ANYTHING CONTAINED IN THIS AGREEMENT, THE FOREGOING WARRANTY WILL NOT APPLY IF: (i) THE ERROR OCCURS, IN WHOLE OR IN PART, DUE TO ERRORS IN DATA ENTRY, IMPORTING OF DATA, YOUR FAILURE TO FOLLOW INSTRUCTIONS, YOUR FAILURE TO REVIEW AND CORRECT ERRORS IN YOUR TAX RETURN, OR ANY REASON OTHER THAN A MALFUNCTION OF THE SOFTWARE OR THE SERVICES; (ii) THE ERROR OCCURS, IN WHOLE OR IN PART, DUE TO ANY ILLEGAL ACTIVITY ASSOCIATED WITH YOUR USE OF THE SOFTWARE; (iii) THE ERROR OCCURS, IN WHOLE OR IN PART, DUE TO ANY INTENTIONAL AND WRONGFUL ACT BY YOU; (iv) YOU HAVE BREACHED ANY PROVISION OF THIS AGREEMENT; (v) YOU HAVE NOT INFORMED ON-LINE TAXES OF THE PENALTY OR INTEREST WITHIN TEN (10) DAYS OF THE ASSESSMENT OF ANY SUCH PENALTY OR INTEREST BY ANY TAXING ENTITY, WHICH SHALL INCLUDE ALL FEDERAL, STATE , MUNICIPAL AND LOCAL TAXING AUTHORITIES; (vi) ON-LINE TAXES NOTIFIES YOU OF AN UPDATE OR CORRECTION OF OR TO THE SOFTWARE OR THE SERVICES THAT ADDRESSES THE ERROR, AND YOU FAIL TO TIMELY FILE AN AMENDED RETURN TO AVOID OR REDUCE YOUR INTEREST OR PENALTY; OR (vii) YOU DO NOT REASONABLY COOPERATE WITH ON-LINE TAXES IN EVALUATING AND PROCESSING YOUR CLAIM UNDER THIS LIMITED WARRANTY.

C. NO OTHER OR ADDITIONAL WARRANTIES ARE GRANTED TO YOU OTHER THAN WHAT HAS BEEN SPECIFICALLY STATED ABOVE. NO OTHER OR ADDITIONAL REPRESENTATIONS ARE OR HAVE BEEN MADE TO YOU OTHER THAN WHAT HAS BEEN SPECIFICALLY STATED IN THIS AGREEMENT. YOU FURTHER AGREE THAT YOU ARE NOT RELYING ON ANY INFERENCES OR SUGGESTIONS MADE BY ANY AGENT OF ON-LINE TAXES IN AGREEING TO THE TERMS OF THIS AGREEMENT.

12. DISCLAIMER OF WARRANTIES AND LIMITED REPRESENTATIONS

WITH THE EXCEPTION OF THE FOREGOING, LIMITED EXPRESS WARRANTY, ALL OF ON-LINE TAXES' PRODUCTS AND SERVICES, INCLUDING, BUT NOT LIMITE TO THE WEB SITE, THE SOFTWARE, AND THE SERVICES, ARE EACH PROVIDED "AS IS". NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN THIS AGREEMENT, ON-LINE TAXES DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE, ITS USE OR THE WORK PRODUCT PRODUCED WITH THE SOFTWARE: (i) WILL BE UNINTERRUPTED OR ERROR-FREE; (ii) WILL BE FREE OF "BUGS", INACCURACIES, ERRORS OR THE LIKE; (iii) WILL MEET YOUR REQUIREMENTS; (iv) WILL BE SECURE; OR (v) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR OTHER SOFTWARE YOU MAY USE. ACCORDINGLY, ON-LINE TAXES HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT. IF FOR ANY REASON THE DISCLAIMER OF WARRANTIES DOES NOT APPLY TO YOU, ANY IMPLIED WARRANTY IS LIMITED TO SIXTY (60) DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

13. NO PROFESSIONAL ADVICE

The web site, the software, and the services are not intended to provide or replace legal, financial, accounting or other professional advice. No attorney-client or fiduciary relationship with on-line taxes is created by your use of the web site, the software, and the services. Not all of the web site, the software, and the services and the work product produced with the web site, the software, and the services may be suitable for use in your jurisdiction, and on-line taxes strongly encourages you to consult with your attorney, financial advisor, accountant or other professionals if you have any question as to your use of the web site, the software, or the services.

14. EXCLUSION OF DAMAGES

ON-LINE TAXES ASSUMES NO LIABILITY AND SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, INVOLVING, RELATING TO, OR CONNECTED WITH, EITHER DIRECTLY OR INDIRECTLY, THE USE OF THE WEB SITE, THE SOFTWARE, OR THE SERVICES, BASED ON ANY CAUSE OF ACTION, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. ASSUMPTION OF LIABILITY AND LIMITATIONS OF LIABILITY

A. YOU AGREE TO ASSUME AND TAKE FULL RESPONSIBILITY FOR ANY AND ALL LIABILITY ARISING FROM THE PREPERATION OF ALL TAX RETURNS PROCESSED USING THE SOFTWARE PROVIDED UNDER THIS AGREEMENT AND FOR YOUR FAILURE TO UPDATE ANY OF THE SOFTWARE.

B. EXCEPT AS EXPRESSLY PROVIDED FOR IN SECTION 11, THE MAXIMUM EXTENT OF ON-LINE TAXES' TOTAL LIABILITY FOR DAMAGES CONNECTED WITH, ARISING FROM, INVOLVING, OR RELATING TO THIS AGREEMENT, OR ANY BREACH THEREOF, SHALL NEVER EXCEED THE PRICE YOU HAVE PAID TO USE THE SERVICES AND SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM, REGARDLESS OF THE NATURE OF THE CLAIM.

16. YOUR SPECIFIC RIGHTS

As stated below, whenever possible, each provision of this Agreement will be interpreted to be effective and valid under applicable law. If any provision of this Agreement is held to be prohibited by or invalid under applicable law, the provision will be ineffective only to the extent of the prohibition or invalidity, without invalidating the remainder of the provision or the remaining provisions of this Agreement.

YOU ARE ALLOWED UNDER THIS AGREEMENT TO CONSULT YOUR OWN ATTORNEY PRIOR TO ENTERING INTO THIS AGREEMENT, AT YOUR SOLE COST, TO DETERMINE HOW THIS AGREEMENT MAY AFFECT YOUR RIGHTS.

17. FORCE MAJEURE

On-Line Taxes shall not be liable for failing to perform under this Agreement by the occurrence of any event beyond it reasonable control, including, without limitation, a labor disturbance, an internet outage or interruption of service, a communications outage, failure by a service provider to On-Line Taxes to perform, acts of a federal or state taxing authority, fire, terrorism, natural disaster, or war or any other act of God.

18. CONSENT TO CONDUCT

You agree that: (i) you permit us to send communications to you by e-mail, mail, and phone; (ii) you permit us to make communications available to you through the Web Site, the Software, or the Services; (iii) you shall be responsible for your due diligence in monitoring the communication forms outlined in (i) and (ii) and that On-Line Taxes has no such duty to ensure that you are monitoring the communication forms outlined in (i) and (ii); (iv) you freely choose to engage in the use of the Web Site, the Software, and the Services, and freely consent to doing business with us through the same; (v) you shall ensure you have the proper software and hardware to meet the necessary requirements of the Web Site, the Software, and the Services; and (vi) you may withdraw your consent outlined in this section at any time by immediately contacting On-Line Taxes Customer Service along with immediately ceasing all use of the Web Site, the Software, and the Services.

19. INTELLECTUAL PROPERTY RIGHTS

Other than the limited license granted to you under this Agreement, On-Line Taxes reserves all patent, copyright, trade secret, trade name, trademarks, and all other rights in the Web Site, the Software, and the Services. You may not infringe or violate such rights. Additionally, no material from the Web Site, the Software, or the Services may be copied, reproduced, republished, uploaded, posted, transmitted, resold, or distributed in any way without On-Line Taxes' prior written permission. Modification or use of the Web Site, the Software, or the Services for any purpose other than those permitted in this Agreement is a violation of On-Line Taxes' patent, copyright, trade secret, trade name, trademark, and other proprietary rights.

As applied, the Web Site, the Software, and the Services are a "commercial item" as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227-7202-1 through 227-7202-4 (June 1995), all U.S. Government End Users acquire the Web Site, the Software, and the Services with only those rights set forth herein.

20. REPRESENTATIONS AND WARRANTIES AS TO AUTHORITY AND COMPLIANCE

A. Each party represents and warrants to the other party that: (i) it has the full power and authority to enter into and perform its obligations under this Agreement, (ii) the assent to and performance by it of its obligations under this Agreement do not constitute a breach of or conflict with any other agreement or arrangement by which it is bound, or any applicable laws, regulations or rules, and (iii) this Agreement memorializes legal, valid, and binding obligations of the parties executing or assenting to this Agreement, enforceable in accordance with their terms and conditions.

B. You represent and warrant to On-Line Taxes that you will comply with all applicable laws, rules, and regulations in your use of the Software, the Services, and the Web Site.

C. You represent and warrant to On-Line Taxes that the Web Site, the Software, and the Services may be subject to the U.S. Export Administration Regulations and that you will fully comply with those regulations.

21. INDEMNIFICATION

You agree to defend, indemnify and hold On-Line Taxes and its employees, representative, agents, attorneys, affiliates, officers, managers, and shareholders (the "Indemnified Parties") harmless from any action, claim, damage, loss, cost, judgment, settlement, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any claim, demand or action ("Claim") brought or asserted against any of the Indemnified Parties by you, your employees or agents, any federal, state, municipal or local taxing entity, and any other third-party, including any of your customers, resellers, licensees or the like, alleging facts or circumstances that would constitute a breach of any provision of this Agreement by you or otherwise involved, arising from, related to, or would not have existed but for, this Agreement between On-Line Taxes and you. If you are obligated to provide indemnification pursuant to this provision, On-Line Taxes may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you may not settle, compromise or in any other manner dispose of any Claim without the express written consent of On-Line Taxes.

22. WAIVER OF CLASS ACTION RIGHTS

By entering into this Agreement, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claims arising out of, involving, or relating to this Agreement must be asserted individually.

23. TERMINATION

A. On-Line Taxes reserves the right to immediately terminate your account or your access to the Web Site, the Software, or the Services, without notice, if it reasonably believes that: (i) you have breached this Agreement or (ii) in our sole discretion, we determine that you have interfered with the operation or use of the Web Site, the Software or the Services.

B. You may terminate your account for any reason at any time by contacting On-Line Taxes Customer Service and informing us of such termination.

C. If your account is terminated, On-Line Taxes may delete any content or materials related to your use of the Software or the Services on On-Line Taxes' servers or otherwise in its possession and On-Line Taxes will have no liability to you or any third party for doing so. Following termination, your license to use the Web Site, the Software, and the Services automatically terminates. If your account or your access to the Web Site is terminated, On-Line Taxes reserves the right to exercise whatever means it deems necessary to prevent unauthorized access to the Web Site, the Software, or the Services, including, but not limited to, technological barriers, IP mapping, and direct contact with your Internet Service Provider (ISP).

D. This Agreement will survive the execution of this Agreement and shall continue in full force and effect indefinitely unless and until On-Line Taxes chooses to terminate it, regardless of whether any account you open is terminated by you or On-Line Taxes or if you have the right to access the Web Site, the Software, or the Services.

24. JURY WAIVER, CHOICE OF LAW/JURISDICTION AND/VENUE, AND DISPUTE RESOLUTION

This Agreement is entered into by the parties in the State of Missouri and shall be governed by and construed in accordance with the laws of the State of Missouri. Proper jurisdiction and venue for all disputes arising out of this Agreement shall only be in the Circuit Courts of Buchanan County, Missouri or in the United States District Court for the Western District of Missouri and shall not be proper for jurisdiction or venue in any other jurisdiction or venue except in the following specific situations:

a. All disputes arising out of, involving, or relating to this Agreement (including its formation, performance or alleged breach) or you use of the Web Site, the Software, or the Services shall be exclusively resolved under binding arbitration held in Buchanan County, Missouri before and in accordance with the Rules of the American Arbitration Association. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration under this Section without the prior written consent of both parties. The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

b. Notwithstanding the foregoing, On-Line Taxes shall have the right to seek injunctive or other equitable relief in any applicable state or federal or international court in order to enforce this Agreement or prevent a violation of applicable law, rules, or regulations or an infringement of a third party's rights. In the event equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such court.

In all disputes brought involving, relating to, or arising from this Agreement or the entering of this Agreement or representations that were made regarding the subject matter of this Agreement prior to the entering of this Agreement, including, but not limited to, all disputes in law or equity, brought in any forum, governmental or private (including, but not limited to, arbitration and mediation), you agree to pay On-Line Taxes for On-Line Taxes' reasonable attorney fees, court costs, and third party costs (such as costs to pay an arbitrator or a mediator) if On-Line Taxes is the predominantly prevailing party to the particular dispute involving you. This subsection B is meant to include all disputes involving, relating to, or arising from this Agreement, including, but not limited to, disputes involving, relating to, or arising from Section 24, as well as any other section, as well as disputes involving, relating to, or arising from the entering of this Agreement.

You hereby forever waive your right to collect your attorney fees, court costs, and third party fees, if any, from On-Line Taxes regardless of the forum, nature, or outcome of the dispute provided that the dispute involves or arises from this Agreement or the entering of this Agreement or representations that were allegedly made regarding the subject matter of this Agreement prior to the entering of this Agreement.

YOU KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS OR ACTIONS CONTEMPLATED HEREBY, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY. BEFORE ENTERING INTO THIS AGREEMENT, YOU HAVE THE RIGHT TO HAVE YOUR ATTORNEY REVIEW THIS AGREEMENT.

25. GENERAL PROVISIONS

A. This Agreement will be binding upon and inure to the benefit of the Parties and their respective heirs, representatives, successors and assigns, whether a signatory hereto or not.

B. This Agreement shall not be assignable or transferable by you without the prior written consent of On-Line Taxes.

C. This Agreement is a complete statement of the Agreement between On-Line Taxes and you, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No amendments, modifications or releases to this Agreement will be effective unless such amendment, modification or release is in writing and signed by all parties.

D. No failure or delay by a party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement.

E. You and On-Line Taxes are completely independent, and no agency, partnership, fiduciary, joint venture, employee-employer relationship, nor any similar relationship is intended or created by this Agreement.

F. Whenever possible, each term, condition and provision of this Agreement will be interpreted to be effective, valid and enforceable under applicable law. If any term, condition or provision of this Agreement is held to be prohibited, invalid or unenforceable under applicable law, the specific term, condition or provision shall be severable here from and ineffective only to the limited extent of the specific prohibition or invalidity, without invalidating, prohibiting or otherwise affecting any of the remainder of the term, condition or provision or any of the other remaining terms, conditions or provisions of this Agreement.

G. All clauses and provisions contained in the introductory or recital portion of this Agreement are hereby incorporated by reference into this Agreement and enforceable to the extent as though they were set forth herein their entirety.

26. COMMENTS AND QUESTIONS

You may contact On-Line Taxes by mail at 724 Jules St., St. Joseph, MO 64501. You may also contact On-Line Taxes through the Web Site, https://www.oltpro.com or https://www.quicktaxoffice.com . On the Web Site you may find our Customer Service section which is staffed to provide customer service for valued customers like you.

JURY WAIVER BY YOU CONTAINED IN PARAGRAPH 24 OF AGREEMENT