Terms of Use and License Agreement for TaxBandits

1. Changes to this Agreement

We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website and the Services thereafter. Your continued use of the Website or the Services following the posting of a revised version of this Agreement means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

2. Description of Services

We make various services available on the Website including, but not limited to, cloud-based tax information reporting and e-filing services (the “Services”). In addition to the TaxBandits software, the term "Services" includes any other programs, tools, internet-based services, components and any "updates" (for example, software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the TaxBandits software that SPAN Enterprises LLC provides or makes available to you as part of the TaxBandits product series.

Fees for the various services are set out in the service fees described elsewhere on the Website. You are solely responsible for providing, at your own expense, all equipment necessary to use the Website and the Services, including a computer and modem; and your own Internet access.

3. Changes to the Website and the Services

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

We reserve the sole right to either modify or discontinue the Website or the Services, including any features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure, the addition of fee-based services, or changes to limitations on allowable file sizes. Any new features that augment or enhance the then-current services on this site shall also be subject to this Agreement.

You understand and agree that temporary interruptions of the services available through this site may occur as normal events. You further understand and agree that we have has no control over third party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our control.

4. TaxBandits Cloud Services Access and Use

Subject to and conditioned on compliance with all other terms and conditions of this Agreement, Company hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for which you have paid all applicable fees. User IDs and passwords shall be required to access and use the Services, and access will only be granted after you have registered for an account.

If you are a tax preparer qualified by the Internal Revenue Service (a “Tax Preparer”), you may use the Services on behalf of your clients on a professional or commercial basis. All other users of the Services may use the Services only on behalf of themselves or for internal business purposes on behalf of a business for which they are authorized to act and may not use the Services on a professional or commercial basis.

5. Use Restrictions

You shall not use the Website or the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly use the Services or the Website:

• In any way that violates any applicable federal, state, local, or international law or regulation.
• To attempt to access any SPAN Enterprises LLC systems, programs or data that are not made available for public use.
• To copy, modify, or create derivative works of the Services, or any software component of the Cloud Services, in whole or in part.
• To reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part.
• To bypass or breach any security device or protection used by the Services or access or use the Services other than through the use of your own access credentials.
• To use the Services for any commercial purpose, including to prepare tax returns, schedules or worksheets on a professional or commercial basis (i.e., for a preparer's or other fee), unless you are a Tax Preparer.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or User ID associated with any of the foregoing).
• To perform or attempt to perform any actions that would interfere with the proper working of the Website or the Services, prevent access to or the use of the Website or the Services by SPAN Enterprises LLC's other licensees or customers, or impose an unreasonable or disproportionately large load on the Company’s infrastructure.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.
• Otherwise use the Services except as expressly allowed under this Section 4.

If you obtained a license for the free version of the TaxBandits software, there may be additional fees and limitations on your use of the features and functionality, as stated within the TaxBandits software.

6. Reservation of Rights and Ownership

The Services are licensed not sold, and SPAN Enterprises LLC reserves all rights not expressly granted to you in this Agreement. The software components of the Services are protected by copyright, trade secret and other intellectual property laws. SPAN Enterprises LLC and its licensors own the title, copyright, and other intellectual property rights in the software components of the Services. The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

7. Customer Responsibilities

You are responsible for verifying the filing status of each return or filing TaxBandits files on your behalf and for promptly correcting any errors in information.

8. TaxBandits Accurate Calculations Guarantee

SPAN Enterprises LLC works diligently to ensure the accuracy of the calculations on every form prepared using the Services.

• If you are a registered user and you pay an IRS or state penalty and/or interest solely because of a calculation error on a form prepared for you using TaxBandits, and not as a result of, among other things, your failure to enter all required information accurately, willful or fraudulent omission or inclusion of information on your tax return, misclassification of information on the tax return, or failure to file an amended return to avoid or reduce an applicable penalty/interest after SPAN Enterprises LLC announced updates or corrections to the TaxBandits software in time for you to file an amended return, then SPAN Enterprises LLC will pay you in the amount of the IRS or state penalty and/or interest paid by you to the IRS or state. In this regard, you are responsible for keeping SPAN Enterprises LLC apprised promptly of any change in your email address, mailing address and/or phone number so that you can be notified of such updates or corrections. You are responsible for paying any additional tax liability you may owe and providing any other information SPAN Enterprises LLC reasonably requests. A "registered user" is a user from whom SPAN Enterprises LLC has received the information necessary to permit such person to print or electronically file a tax return prepared using the TaxBandits software and who complies with the terms and conditions of this Agreement.
• If you believe such a calculation error occurred, you must notify SPAN Enterprises as soon as you learn of the mistake (and in no event later than 30 days after the penalty or interest is assessed) at http://www.TaxBandits.com/contact-us/, or by mail at SPAN enterprises LLC inc. address 2685 Celanese Road, Suite 100, Rock Hill, SC 29732. SPAN enterprises LLC will then contact you promptly to resolve the issue. to resolve your matter, SPAN enterprises LLC may require your TaxBandits data file and other supporting information such as a copy of the irs state notice, evidence of payment of the specified penalty and/or interest, and a copy of your printed tax return.

9. Use with Third-Party Products and Services

Third-party service providers (“Third-Party Providers”) may integrate their services with TaxBandits such that data from the third party’s environment will be transferred into your TaxBandits account (an “Online Data Transfer”). All Online Data Transfers are one-way transfers, meaning that information entered into the TaxBandits system will be available only in TaxBandits and will not transfer back to the third party’s environment. You understand that any changes to data made within TaxBandits will not be visible in any other application unless you also update the data within that application. You are solely responsible for updating data in any system other than TaxBandits. You understand that TaxBandits has no control over any Third-Party Providers or their products or services, and that your use of any services they provide is subject to the Third-Party Providers’ terms of service.

10. Account Registration and Security

You are responsible for: (A) making all arrangements necessary for you to access the Website or the Services and (B) ensuring that all persons who access the Website or the Services through your internet connection are aware of this Agreement and comply with it.

To access portions of the Website and the Services, you will be required to provide certain registration details or other information. It is a condition of your use of the Website and the Services that all the information you provide during the account registration process is correct, current, and complete. By registering, you agree that all information provided in the registration data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you are provided with, a user ID, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity, except if you choose to provide that information to SPAN Enterprises LLC's authorized technical support personnel to assist you. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or the Services using your user ID, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user ID or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user ID, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.

You are responsible for the use of the Services and the Website under your user ID. SPAN Enterprises LLC will not disclose your password if you lose or forget it. If you have not electronically filed or printed your tax filing, you must create a user ID and password in order for you to access your data at a later date. You must remember your user ID and password to electronically transfer your information into later filings if you choose to do so. You should confirm that the pricing for your use of the Services has not changed, particularly if some time has passed between the date you start your tax filing and the date you finish and are ready to file or print and pay for it.

11. Payment of Fees

If you sign up for Services that require payment of a fee, you agree to pay all fees associated with such Services. For all charges for Services, we will bill your credit card. All charges are billed in advance of service. You agree to provide us with accurate and complete billing information, including valid credit card information, your name, address and telephone number. You agree to update your account information promptly with any changes that may occur, including changes either in your billing address or your credit card expiration date. All charges are final and non-refundable.

If, for any reason, your credit card company refuses to pay the amount billed for the service, you agree that we may, at our option, suspend or terminate your access to the Services and require you to pay the overdue amount by other means acceptable to us. We may charge a fee for reinstatement of suspended or terminated accounts. Likewise, if a valid charge is disputed within 100 days of the transaction, all form filings associated with the transaction in question will be voided with the IRS/SSA.

In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

12. Developer Sandbox Accounts

Developers may create a Sandbox account to test the TaxBandits API at https://developer.taxbandits.com/. All Sandbox accounts are subject to the general terms and conditions of this Agreement, as well as the following additional terms and conditions:

• API means the TaxBandits application programming interface and any other materials made available to you through https://developer.taxbandits.com/.
• Your access to and use of the API is subject to all the same terms and conditions placed upon access to and use of the Services as stated throughout this Agreement.
• Subject to your compliance with all terms and conditions set forth in this Agreement, SPAN Enterprises LLC hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the API solely for the purposes of testing integration with the TaxBandits software platform and testing and simulating transactions in the Sandbox. Any additional rights made available to you shall be subject to the terms of this Agreement. This license relates solely to developing and testing functions in the Sandbox and does not grant you any right or license to access our live production environment. If you violate this Agreement, this license will automatically terminate.
• The Sandbox tools are provided as-is, and may be updated, modified, or terminated at any time. We do not make any promises or claims as to the availability or uptime of the Sandbox service.
• When testing in the Sandbox, you may only use simulated test data, i.e. real names, addresses, social security numbers, tax identification numbers, or other identifiers may not be used for testing purposes. You shall not submit or upload genuine customer or employee data through your Sandbox account.
• Load testing the Sandbox is not permitted.
• We have no obligation to maintain test data on our servers and will delete such data from our systems on regular intervals without notice.
• All use of the Sandbox is subject to any and all additional restrictions or conditions that may be posted at https://developer.taxbandits.com/ from time to time.
• You may provide suggestions, comments, or other feedback (“Feedback”) to us regarding the TaxBandits API or other Sandbox tools, but we are not obligated to take any action based on your Feedback. We are free to use, disclose, reproduce, distribute, implement in the API and otherwise commercialize all Feedback that you provide without obligation or restriction of any kind on account of intellectual property rights or otherwise. You waive all rights to be compensated or to seek compensation for your Feedback. Feedback will not be treated as confidential.
• We will only grant you access to our live production environment if a separate, written API license agreement is signed by both parties, which we may elect not to do.

13. Intellectual Property Rights in Website

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Unless you are a Tax Preparer, this Agreement permits you to use the Website for non-commercial, personal or internal business use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal or internal business, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
• If we provide social media features that allow you to share certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of this Agreement, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by this Agreement is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

14. Privacy of Personal and Tax Information

At SPAN Enterprises LLC we place the highest importance on respecting and protecting the privacy of our customers. Our most important asset is our relationship with you. We want you to feel comfortable and confident when using our products and services and with entrusting your tax information to us. All information we collect on this Website and through your use of the Services is subject to our Privacy Policy. By using the Website or the Services you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

If you are a California resident, California law may provide you with additional rights regarding our collection and use of your Personal Information. To learn more about your California privacy rights, visit the Privacy Notice for California Residents.

15. Customer Data

"Customer Data" means all information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted through the Website or the Services by or on behalf of you.

All Customer Data remains your property, however, you hereby grant SPAN Enterprises LLC a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for us to provide the Services to you. Customer will ensure that Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data.

The Services do not replace the need for you to maintain regular data backups or redundant data archives. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

16. Anonymized Statistical Data

When you use the Services or visit the Website, we may create anonymized statistical data from your data and usage of our services, including through aggregation. Once anonymized, we may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.

17. Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Website.
• Send emails or other communications with certain content, or links to certain content, on this Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of this Agreements

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

18. Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

19. No Professional Services

SPAN Enterprises LLC is not a tax or accounting firm and does not provide any tax, accounting, financial, legal, or other professional services or advice. Although various financially or legally significant forms are available through the Website, the delivery and use of these forms does not constitute accounting or other professional advice. Under no circumstances will the Company be liable for any loss or damages caused by your reliance on information or advice obtained through the Website, including your use of the Services or of any forms. It is your responsibility to evaluate the accuracy, completeness, usefulness, or appropriateness of any information, opinions, advice, forms or other content available through the Website in light of your particular situation. You are urged to consult an appropriate professional licensed in your jurisdiction before using any forms, or when you need legal, accounting, or other professional advice.

20. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OF SERVICES. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

All warranties or guarantees given or made by SPAN Enterprises LLC with respect to the Services (1) are solely for the benefit of you as a registered user of the Services and are not transferable, and (2) shall be null and void if you breach any term or condition of this Agreement.

21. Limitation of Liability and Damages

YOU UNDERSTAND THAT SPAN ENTERPRISES LLC WILL NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU PROVIDE AND IS NOT RESPONSIBLE FOR DISALLOWED DEDUCTIONS OR CREDITS. FURTHER, SPAN ENTERPRISES LLC SHALL NOT BE RESPONSIBLE FOR ADDITIONAL TAXES, PENALTIES AND INTEREST THAT ARE ASSESSED AS THE RESULT OF INCORRECT, INCOMPLETE OR MISLEADING INFORMATION THAT YOU HAVE GIVEN TO SPAN ENTERPRISES LLC IN CONNECTION WITH THE SERVICES.

EXCEPT FOR THE REIMBURSEMENT FOR CALCULATION ERRORS DESCRIBED IN SECTION 7, THE ENTIRE CUMULATIVE LIABILITY OF SPAN ENTERPRISES LLC AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES, AS APPLICABLE, TO SPAN ENTERPRISES LLC OR ITS AUTHORIZED RESELLER.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPAN ENTERPRISES LLC AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, INABILITY TO MAKE A TAX FILING, DELAY IN PREPARING ANY TAX FILING, INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO SPAN ENTERPRISES LLC, ANY ACCESS TO, OR USE OF, YOUR PASSWORD AND USER ID BY AN UNAUTHORIZED PERSON, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SPAN ENTERPRISES LLC OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL SPAN ENTERPRISES LLC BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES OR THIRD PARTY WEBSITES. IN NO EVENT DOES SPAN ENTERPRISES LLC ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE SERVICES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SPAN ENTERPRISES LLC AND YOU. SPAN ENTERPRISES LLC WOULD NOT BE ABLE TO HAVE PROVIDED THE SERVICES WITHOUT SUCH LIMITATIONS.

22. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the Website or the Services, including, but not limited to, any use of the Website's content, services, and products other than as expressly authorized in this Agreement, or your use of any information obtained from the Website.

You must indemnify and defend SPAN Enterprises LLC against any claims or lawsuits, including attorneys' fees that arise from or result from the use of the Services on a professional or commercial basis.

23. No Third-Party Beneficiaries

The Website and the Services are provided for your sole benefit. We have no responsibility to any person other than you, and nothing in this Agreement confers a benefit on any person other than you.

24. Governing Law and Jurisdiction

All matters relating to the Website, the Services, and this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of South Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of South Carolina or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to the Website, the Services, and this Agreement, shall be instituted exclusively in the federal courts of the United States or the courts of the State of South Carolina, in each case located in the City of Rock Hill and County of York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

25. Arbitration

At Company's sole discretion, it may require You to submit any disputes arising from these this Agreement or use of the Website, or the Services, including disputes arising from or concerning the interpretation, violation, invalidity, non-performance, or termination of this Agreement, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying South Carolina law.

26. Limitation on Time to File Claims

NO CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE WEBSITE, OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

27. Consent to Conduct Business Electronically ("Consent")

• Consent to Electronic Communications. SPAN Enterprises LLC may be required by law to send "Communications" to you that may pertain to the use of information you may submit to SPAN Enterprises LLC and the Services you choose. Additionally, certain of the Third Party Services you choose, may require Communications with the third parties who administer these programs. You agree that SPAN Enterprises LLC, on behalf of itself and others who administer such Services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as https://www.taxbandits.com you consent to receive these Communications electronically. The term "Communications" means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Services.
• Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically, and our agreement to do so, applies to this Agreement and any applicable Services.
• Hardware and Software Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the "I accept and agree to the terms of the License Agreement" button; you are confirming to us that you have the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.
• Withdrawal of Consent. If you later decide that you do not want to receive future Communications electronically, write to us at TaxBandits Customer Service, support@TaxBandits.com. If you withdraw your consent to receive Communications electronically, we may terminate your use of Tax Advice and one or more of the Services.
• Changes to Your Email Address. You agree to notify us promptly of any change in your email address. You can do so by logging on to the application and following the instructions to submit a comment to SPAN Enterprises LLC (please include both your old and new email address).

28. Waiver and Severability

No waiver by the Company of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

Any waiver of the terms herein by SPAN Enterprises must be in a writing signed by an authorized officer of SPAN Enterprises LLC and expressly referencing the applicable provisions of this Agreement.

29. Force Majeure

In no event shall SPAN Enterprises LLC be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemics, epidemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

30. Miscellaneous

In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys' fees.

You may not assign your rights and obligations under this Agreement to any other party, and any purported attempt to do so shall be null and void. We may freely assign our rights and obligations under this Agreement.

31. Termination

SPAN Enterprises LLC may terminate your rights under this Agreement immediately and without notice if you fail to comply with any term or condition of this Agreement or no longer consent to electronic communications. Upon such termination, you must immediately cease using the Services. Any termination of this Agreement shall not affect SPAN Enterprises LLC's rights hereunder.

32. Questions

You can contact SPAN Enterprises LLC, Inc. by mail at Customer Support, SPAN Enterprises LLC, Inc., 2685 Celanese Road, Suite 100, Rock Hill, SC 29732 or by calling 704.234.7120 if you have a question or concern about any product or service we sell over the Internet.