Services Agreement
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES (DEFINED BELOW).
These Terms and Conditions (“Terms”) govern the Customer’s use of the Services pursuant to an Order Form duly executed by Customer and GOAT (an “Order” together with these Terms, the “Agreement”).
Modifications to Terms: From time to time, GOAT may modify these Terms. Changes become effective upon the effective date of a new Order after the updated version of these Terms goes into effect. GOAT will use reasonable efforts to notify Customer of the changes through communications via Customer’s Account, email or other means.
1. DEFINITIONS. In addition to those capitalized terms defined throughout this Agreement, the following terms have the following meanings:
1.1 “Affiliates” means an entity controlled by, under common control with, or controlling such entity, where control is denoted by having fifty percent (50%) or more of the voting power (or equivalent) of the applicable entity or the ability to otherwise direct the actions of such entity.
1.2 “Client(s)” means Customer’s clients who have engaged Customer for the purpose of Customer performing tax credit calculation services or other tax-related services for such clients.
1.3 “Customer Confidential Information” means all Confidential Information of Customer, including all Customer and Client Data.
1.4 “Customer Data” means all data and files, including any derivative works of such data and files input by Customer or a User into the System and transmitted or processed by the System and then used by GOAT in provision of Services hereunder.
1.5 “Deliverables” means tax credit calculations and related reports, files, documents and other materials provided to Customer by GOAT, but excluding any information, data or documents downloaded or made available through the GOAT Platform.
1.6 “Documentation” means the official user documentation prepared by GOAT and provided or made available to Customer pertaining to the use of the GOAT Platform and its operation and functionality (as GOAT may update from time to time, at its sole and absolute discretion).
1.7 “Services” means the provision of the System and certain other manual services set forth herein and in the applicable Order.
1.8 “Subscription Term” means the duration of the subscription, as set forth on the Order.
1.9 “System” means the GOAT Platform, along with any applicable Documentation for same, as well as certain manual templates or reports generated by GOAT as part of the Services.
1.10 “User” means an individual authorized by Customer to use the GOAT Platform, who must be an employee of Customer.
2. LICENSES AND PROPRIETARY RIGHTS.
2.1 Subject to Customer’s ongoing compliance with this Agreement (including timely payment of all applicable fees), GOAT grants Customer and its Users a non-exclusive, non-transferable (except as stated in Section 12.1) right, during the Subscription Term, to access and use, solely for Customer’s internal business purposes namely performing tax credit calculations on behalf of Clients, the System, subject to the usage limitations set forth on the applicable Order.
2.2 As between Customer and GOAT, Customer exclusively owns all right, title and interest in and to all Customer Data. Customer hereby grants to GOAT a non-exclusive, non-transferrable (except as permitted herein), non-sublicensable (except to GOAT’s service providers), royalty free, fully paid up, limited license, solely for the Subscription Term, to access and process the Customer Data solely as required in order to provide Services hereunder. Customer represents and warrants that it has provided any required notices to, and obtained any required rights, authorizations, and consents from, Users, Clients, and other applicable third parties that are required for GOAT to process Customer Data in accordance with the terms of this Agreement. Further, during and after the Subscription Term, Customer agrees that GOAT is permitted to collect, access, process, and use technical, aggregated, and/or de-identified information, including information which may relate to use of the System by any particular User or Client, provided that such information does not contain any data that reasonably identifies, relates to, describes, or could reasonably be linked, directly or indirectly, with a particular identified or identifiable natural person. GOAT will not attempt to re-identify such de-identified or aggregated information, and may use it for analytics, improving and developing the System and Services, benchmarking, and other internal business purposes.
2.3 The Services are licensed, not sold. Except for the limited rights expressly granted by GOAT herein, Customer acknowledges and agrees that all right, title and interest in and to all copyright, trademark, patent, trade secret, intellectual property, and other proprietary rights in and to the System and Services, belong exclusively to GOAT or its suppliers or licensors. Customer acknowledges that the System, the Services as well as all enhancements, updates, modifications, versions or any derivatives of same, and all intellectual property and proprietary rights therein and thereto shall remain GOAT’s property.
2.4 GOAT’s company name, logos, and all related names, logos, product and service names, designs, and slogans are trademarks of GOAT or its affiliates or licensors. Customer must not use such marks without the prior written permission of GOAT. All other names, logos, product and service names, designs, and slogans included in the GOAT Platform or Documentation are the trademarks of their respective owners.
2.5 The reports generated by GOAT as part of the Services are proprietary to GOAT. Customer acknowledges and agrees that the “look and feel”, trade dress, and all contents (except the calculated tax credit numbers), images and copy contained in or associated with such reports are and shall remain GOAT’s exclusive property, including all copyright, inventions, know-how, text, ideas, concepts, designs and other elements of such reports. Subject to Customer’s payment of all Fees due hereunder, GOAT grants to Customer the limited, revocable, royalty free, fully paid up, non-transferable, non-sublicensable right to use the reports delivered by GOAT hereunder solely for the purpose of obtaining the calculations set forth therein for the purpose of preparing and filing tax forms with applicable taxing authorities on behalf of its Clients, and to share such reports with its Clients to which the calculations pertain, and for no other purpose. Any copying, distribution, sharing, creation of derivative works, publishing, displaying or performing of the reports is strictly prohibited. Customer shall ensure that Clients do not distribute the reports except to their authorized accounting and legal representatives with a need to know.
2.6 As part of the onboarding process, GOAT shall provide to Customer the necessary passwords and network links (i.e., Web address) to allow Customer to access the Services. Usage will not exceed the limitations set forth in the Order, to the extent applicable, except as expressly agreed to in writing by the Parties, and subject to any appropriate adjustment of the fees payable hereunder. In addition, each unique User of the System must have its own seat; multiple users may not access the System through the same seat.
2.7 Feedback. In the event Customer or any User provides GOAT with any suggestions, ideas, improvements or other feedback with respect to any aspect of the System Services (“Feedback”), Customer hereby assigns and shall cause all Users to assign to GOAT all right, title and interest in and to such Feedback, including all intellectual property rights therein, and acknowledges that GOAT shall own such Feedback.
2.8 Beta Products. From time to time, GOAT may make certain products, features or functionality available on a beta, pilot, limited release, preview, early access, or evaluation basis, as notified to Customer in writing (the “Beta Offering(s)”). Customer may use the Beta Offerings only for the purpose of evaluating the functions and performance of the System, solely for the designated time period for the evaluation or trial, and subject to any additional usage restrictions specified by GOAT. Customer acknowledges that the Beta Offering may be discontinued at any time and that any data stored in the Beta Offering may become unavailable at that time. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, INCLUDING SECTION 1.5, THE BETA OFFERINGS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND GOAT WILL HAVE NO INDEMNIFICATION OBLIGATIONS, OBLIGATIONS UNDER THE SLA, NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE BETA OFFERINGS UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE GOAT’S LIABILITY WITH RESPECT TO THE BETA OFFERINGS WILL NOT EXCEED THE GREATER OF AMOUNTS PAID BY CUSTOMER FOR THE BETA OFFERING OR $100.00. WITHOUT LIMITING THE FOREGOING, GOAT DOES NOT REPRESENT OR WARRANT THAT: (A) CUSTOMER’S USE OF THE BETA OFFERINGS WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE BETA OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR (C) THAT ITS SECURITY MEASURES WILL PREVENT THIRD PARTY ACCESS TO CUSTOMER DATA. CUSTOMER WILL BE FULLY LIABLE UNDER THIS AGREEMENT TO GOAT FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE BETA OFFERINGS, ANY BREACH BY CUSTOMER OR ITS AUTHORIZED USERS OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER
2.9 Each party reserves all rights not specifically granted herein.
3. PROVISION OF SERVICES. As part of the Services:
3.1 Compliance with Laws. GOAT shall perform all Services in compliance with laws applicable to it as an online platform service provider.
3.2 Deliverables. As part of the Services, GOAT will perform certain tax calculations and provide other services that may require presentation of Deliverables to Customer other than items found on the GOAT Platform. Such Deliverables shall include only the Customer name and brands, and not include any GOAT trademarks or identifiers. Such trademarks and identifiers shall be used pursuant to Customer’s reasonable instructions. Customer hereby grants GOAT a limited, worldwide, non-transferable (except as permitted herein), non-sublicensable (except to GOAT’s service providers), royalty free, license for the Term of this Agreement to use, reproduce, perform, publish, and display Customer’s company name, trademarks, service marks, slogans, logos, and trade names as made available by Customer from time to time (collectively, “Customer Marks”) for the purpose of branding the Deliverables. Customer acknowledges and agrees that GOAT’s ability to rebrand the Deliverables will require the cooperation and assistance of Customer, including Customer’s timely provision to GOAT of all Customer Marks which Customer wishes for GOAT utilize for the Deliverables’ rebranding.
3.3 Hosting of the System. GOAT will host or cause to be hosted the System, and ensure all components thereof are reasonably available to Customer and Users through the Internet. Customer acknowledges and agrees that GOAT may use third party contractors to host or have hosted the System, and may make use of subcontractors in its discretion to perform its Services.
3.4 Training and Support Services. GOAT will provide to Customer the support services set forth in the Order (“Support”).
3.5 Audits. If Customer or its Clients are audited by a governmental authority for purposes of confirming tax credit calculations or otherwise, GOAT may provide reasonable assistance to the Customer pertaining to the method of calculations or other information relative to the Services, but the parties acknowledge and agree that GOAT does not and shall never represent the Customer or the Client in connection with such audit or its response.
3.6 Timing of Services. Customer acknowledges and agrees that certain of GOAT’s services hereunder are conditioned upon the timely and accurate provision of information by Customer. Failure to provide such information in a timely manner or provision of incorrect data may result in GOAT’s inability to provide the Services or may result in GOAT providing incorrect calculations. Customer further acknowledges that the System is not fully automated, and that certain calculations and other work must be performed by GOAT after the System performs its initial automated functions. As a result, if Customer fails to submit to GOAT all information required for the calculation of tax credits at least five (5) business days in advance of any applicable deadline specified in an Order or otherwise agreed in writing by the Parties, calculations or necessary verifications by GOAT may be delayed. Customer accepts all liability and responsibility for submitting information to GOAT within these timeframes, and takes responsibility for the data it inputs into the System. GOAT hereby disclaims any and all liability arising in connection with Customer’s failure to fully, timely, and correctly input its data in compliance with this Agreement.
3.7 Customer Filing. Customer acknowledges and agrees that the System is not intended to be used to submit tax credit calculations to governmental authorities. Any calculations made available by GOAT hereunder are only preliminary numbers, and it is Customer’s responsibility to ensure the calculations are correctly and completely transposed into the proper tax filing forms, and submitted to the applicable taxing authority. It is Customer’s responsibility to make all tax filings on behalf of its Clients. GOAT DOES NOT PROVIDE LEGAL, TAX OR ACCOUNTING ADVICE TO CLIENT. GOAT DOES NOT PREPARE, REVIEW, SIGN, OR SUBMIT ANY TAX FILINGS ON BEHALF OF CUSTOMER OR ANY CLIENT. GOAT SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY TAX FILINGS, OR FOR ANY AUDITS, INQUIRIES, ASSESSMENTS, PENALTIES, INTEREST, DISALLOWANCES, OR OTHER CONSEQUENCES ARISING FROM OR RELATING TO CUSTOMER’S PREPARATION, REVIEW, OR SUBMISSION OF TAX FILINGS OR CUSTOMER’S USE OF OR RELIANCE ON ANY OUTPUTS. AUP; Suspension of Services. Customer shall and shall ensure each User’s complies fully with the acceptable use terms set forth at Schedule 3 (“AUP”). Customer acknowledges and agrees that GOAT may suspend Services to Customer or any User who violates the AUP, or if such person’s access to or use of the System presents a risk of or threat of damage to the System or other hosted platforms serviced on or from the same servers. Suspension may continue until the breach ceases or the risk abates. GOAT may quarantine or delete any Customer Data stored on the System if it reasonably believes that the data is infected with any malware, or is otherwise corrupted, and has the potential to infect or corrupt any systems, networks or technology or other data.
3.8 Third Party Integrations. GOAT may provide Customer with integrations to third party services (“Integrations”) in connection with the System. By using any Integration, Customer acknowledges and agrees that GOAT: (i) does not operate or control the service or products provided by such third parties (“Third Party Service Providers”) via the Integrations, (ii) provides Customer with Integrations only for Customer’s convenience, and this does not imply any endorsement or any association with such Third Party Service Providers; (iii) retains all rights, title, and interest that it has in the Integrations, if any; (iv) may add or remove an Integration at any time if it becomes unavailable or commercially infeasible for GOAT to provide; and (v) shall not be held liable and does not accept any liability, obligation, or responsibility whatsoever for any loss or damage Customer may suffer as a result of any action of, inaction of, or otherwise resulting from the Third Party Service Providers. Customer further agrees that, by using an Integration, Customer hereby consents to and instructs GOAT to share any Customer Data with such Third-Party Service Providers as would reasonably be expected to facilitate the purpose of such Integration.
4. CUSTOMER OBLIGATIONS. Customer represents and warrants that it will further comply with all of the following terms and conditions:
(a) Except for GOAT’s obligation hereunder to make the System available to Customer for use through the Internet and provide the Services, Customer shall maintain at all times its own facilities, resources, inventory, technology and personnel as needed to perform its obligations under this Agreement and to provide its services to Clients.
(b) If Customer becomes aware of any violation of these Terms by Users, it will notify GOAT immediately of such breach, and GOAT shall have the right to terminate or suspend the applicable User’s access and use of the System.
(c) Customer shall only provide GOAT with Customer Data (including Client information contained therein) for which:
(i) Customer has all necessary rights, consents, and authorizations (including from Clients, as applicable) to grant GOAT access to and use of, as permitted herein; and
(ii) GOAT’s access to, use of, and processing of pursuant to this Agreement will not violate any applicable laws or misappropriate, infringe or otherwise violate any third parties’ rights (including privacy and intellectual property rights).
(d) Customer shall be responsible for the compatibility of the Services with other products and services offered by Customer and shall promptly report to GOAT any defects with respect to the Services or any conflicts between the Services and any Customer products or services of which it becomes aware.
(e) Customer will provide GOAT with all information, assistance and materials as is reasonably requested by GOAT to provide its Services to Customer.
(f) Customer shall:
(i) comply with this Agreement, including GOAT's policies and procedures for the Services to the extent provided or made available to Customer (if any), and to be responsible for its Users’ compliance with same;
(ii) be solely responsible for the accuracy, quality and integrity of Customer Data as input into the System, and of the means by which Customer acquired Customer Data;
(iii) protect the confidentiality of Usernames and passwords in its possession or under its control;
(iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and to terminate any such unauthorized use if under its control and when it becomes aware of it. Customer will promptly notify GOAT if Customer becomes aware of any unauthorized use of or access to the Services, or other noncompliance or violation of this Agreement, if it becomes aware of same; and
(v) use the Services only in accordance with the Documentation, and applicable laws and regulations.
(g) Customer represents and warrants that it will not:
(i) use the System to estimate the credit or credit worthiness of any individual, including Clients;
(ii) use the System or GOAT’s Services for any purpose other than to compute tax credits on behalf of Clients;
(iii) make the Services available to anyone other than authorized Users;
(iv) sell, resell, rent or lease the Services except as contemplated in this Agreement;
(v) intentionally use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or intentionally store or transmit material in violation of third-party privacy rights;
(vi) use the Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs (collectively, "Harmful Code");
(vii) interfere with or disrupt the integrity or performance of the Services or third-party data contained in the Services;
(viii) create any derivative works based on or copy any feature, design or graphic contained in the Services (or the Documentation) except as contemplated in this Agreement;
(ix) copy, frame or mirror any part or content of the Services, other than copying or framing on Customer's own intranets or otherwise for Customer's internal business purposes or as contemplated in this Agreement;
(x) delete or alter any copyright, trademark, or other proprietary rights notices from copies of the Services or Documentation;
(xi) use the Service for the purpose of designing, modifying, or otherwise creating any program which performs functions similar to the functions performed by the Services, other than as contemplated in this Agreement; or
(xii) attempt to gain unauthorized access to the Services or their related systems or networks.
(h) Customer agrees to: (i) promptly contact GOAT with any problems pertaining to the System; and (ii) cooperate with and provide to GOAT all reasonably available relevant information to enable it to provide Support for same.
(i) Customer agrees to (i) avoid deceptive, illegal, misleading or unethical practices in its use of the Services; or (ii) make no overtly false or materially misleading representations with regard to the Services.
5. TERM; TERMINATION.
5.1 Term. Unless terminated earlier in accordance with the terms herein, this Agreement will become effective on the Effective Date and will continue for a period of one (1) year (the “Initial Term”). The Agreement will automatically renew for successive one (1) year terms (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the Initial Term or applicable Renewal Term, as applicable.
5.2 Termination Rights. Either party may terminate this Agreement by written notice if any of the following occurs: (i) in the case of GOAT termination, Customer fails to pay past due amounts within 10 days of written notice of nonpayment; (ii) the other party is in material breach of this Agreement, which is not cured within 30 days of written notice of such breach; or (iii) the other party files for or is adjudicated bankrupt or suffers any other analogous event. Without limiting any other provision of this Section 5.2, if Customer fails to timely pay any undisputed fees 15 days after GOAT has sent written notice of such deficiency, GOAT may, without limitation to any of its other rights or remedies, suspend access to the System under all Orders until it receives all amounts due. Notwithstanding the foregoing, an invoice shall only be deemed disputed if it is disputed reasonably and in good faith and Customer provides GOAT with written notice of such dispute within 30 days of receipt of such invoice.
5.3 Effect of Termination. In the event of termination of this Agreement for any reason: (a) each party agrees to permanently delete or destroy all Confidential Information (including, Customer Data, in the case of GOAT), and to certify such destruction to the other party, if requested, except to the extent required to retain the information or data pursuant to applicable law; and (b) Customer agrees to pay all outstanding Fees due hereunder. GOAT will provide to Customer all Customer Data in an industry standard format no later than thirty (30) days after payment by Customer of all outstanding fees due hereunder, but Customer agrees that GOAT is not obligated to retain Customer Data for longer than this period, and that all such data may be destroyed if payment is not promptly made as set forth herein.
5.4 Survival. Sections 1, 2.3, 2.4, 2.5, 2.6, 2.7, 5.3, this Section 5.4, 6, 7, 9, 10, 11 and 12 and Schedule 2 (Data Processing Addendum) shall survive any termination or expiration of this Agreement.
6. FEES AND PAYMENT.
6.1 Fees. Customer agrees to pay GOAT the fees and any other amounts owing under this Agreement and as specified in the applicable Order (“Fees”). Fees are calculated based on Customer’s usage in accordance with the pricing set forth in the Order.
6.2 Payment. Fees are due and payable in United States dollars on the terms set forth in the applicable Order, without deduction or setoff. If no terms are set forth in the Order, payments shall be made no later than thirty (30) days after receipt by Customer of applicable invoices. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection). Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by GOAT to collect any amount that is not paid when due.
6.3 Taxes. Customer must pay all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes based on GOAT’s net income).
6.4 In no circumstance shall any payment obligation from Customer to GOAT be subject to any exceptions, offsets, credits, deductions, discounts, penalties, fees, contingencies, conditions or any other restrictions or limitations whatsoever.
6.5 GOAT may revise its rates for any subsequent Renewal Term by providing Customer with at least forty-five (45) days’ written notice prior to the end of the then-current Initial Term or Renewal Term, as applicable
7. DATA; DATA PROTECTION.
7.1 Data Protection. Each party shall comply with its respective obligations under applicable privacy and data protection laws and each shall be responsible for the implementation and maintenance of appropriate technical and organizational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to such data while such Customer Data is under its custody or control.
7.2 Data Breaches. If there is any confirmed, unlawful or unauthorized access to, acquisition of, or disclosure of Customer Data in GOAT’s possession or control that compromises the security, confidentiality, or integrity of such Customer Data, in each case to the extent resulting directly from any action or inaction of GOAT or any of its service providers, or anyone acting on any such person’s behalf, or from or on any such person’s systems, networks or devices, or as a result of a vulnerability in the System (each such event, a “Breach”), the, subject to the limitations of liability set forth herein, GOAT will, at its own expense: (a) give Customer written notice of such Breach within five (5) business days after becoming aware of such a Breach; (b) give Customer all reasonably available information pertaining to such Breach, including, to the extent known, the affected systems, networks and devices, and information reasonably available to GOAT pertaining to how the Breach occurred; (c) give Customer all reasonably available information pertaining to the Customer Data that was accessed, acquired, rendered inaccessible or disclosed; (d) perform reasonable forensic investigations and audits required to identify, to the extent reasonably practicable, the root cause and reasons for the Breach; (e) mitigate the effects of the Breach as promptly as is commercially feasible; and (f) take all corrective actions reasonably necessary to prevent the Breach from re-occurring. For clarity, a Breach does not include: (i) unsuccessful attempts or activities that do not result in access to, acquisition of, or disclosure of Customer Data (such as pings, port scans, unsuccessful log-on attempts, denial of service attacks, or similar events); (ii) any actual or suspected unauthorized access to or disclosure of Customer Data that occurs via Customer’s or any User’s systems, networks, devices, or credentials, or via any third-party services or integrations that Customer elects to use and controls; or (iii) any incident that does not give rise to a notification obligation under applicable data breach notification laws. For the avoidance of doubt, GOAT’s obligations under this Section 7.2 apply only to Breaches to the extent resulting from the acts or omissions described in the first sentence of this Section 7.2, and GOAT shall have no responsibility or liability under this Section 7.2 for any Breach, security incident, or unauthorized access to or disclosure of Customer Data arising from Customer’s or any User’s systems, networks, devices, or credentials, from any third-party services or integrations that Customer elects to use and controls, or from Customer’s failure to comply with this Agreement. The parties acknowledge and agree that GOAT’s performance of the obligations set forth in this Section 7.2 shall not, in and of itself, be construed or deemed as an admission of fault, liability, or wrongdoing by GOAT. Customer will be solely responsible for any Breach, security incident, or unauthorized access to or disclosure of Customer Data that results from Customer’s or its Users’ systems, networks, devices, or credentials, from any third-party services or integrations that Customer elects to use and controls, or from Customer’s failure to comply with this Agreement. Customer will promptly notify GOAT upon becoming aware of any actual or suspected unauthorized access to or use of the Services, Customer’s accounts, or Customer Data that occurs through Customer’s systems, networks, or credentials, and will reasonably cooperate with GOAT in investigating, mitigating, and remediating any such incident.
7.3 Backups. While GOAT does routinely backup the GOAT Platform, Customer acknowledges that it remains responsible for keeping their own backups of the Customer Data at all times. Customer acknowledges that GOAT will not have any liability to Customer for any loss of any of the Customer Data whatsoever in connection with use of the System.
8. CONFIDENTIAL INFORMATION.
(a) “Confidential Information” means any information disclosed directly or indirectly by one party (“Disclosing Party”) to the other party (“Receiving Party”) pursuant to this Agreement that is either designated as “confidential” or under the circumstances of disclosure or by the nature of the information itself is reasonably understood by the Receiving Party to be the confidential information of the Disclosing Party. Confidential Information does not include any information which (a) is or becomes generally known and available to the public through no act or omission of the Receiving Party; (b) was already in the Receiving Party’s possession at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (c) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure without a duty of confidence; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. As between GOAT and Customer, the GOAT data and the GOAT Technology is the Confidential Information of GOAT and all Customer Data is Confidential Information of Customer. The terms (but not the existence) of this Agreement is each party’s Confidential Information. “GOAT data” means all data owned by GOAT, which may be provided by GOAT, directly or indirectly, to Customer in connection with the Systems. References to “GOAT data” include Usage Data and GOAT Confidential Information
(b) The Receiving Party will: (i) hold the Disclosing Party’s Confidential Information in confidence and use reasonable care to protect the same; (ii) restrict disclosure of the Disclosing Party’s Confidential Information to those of its employees or agents with a need to know such information and who are under a duty of confidentiality respecting the protection of Confidential Information, which is substantially similar to those of this Agreement; and (iii) use Disclosing Party’s Confidential Information only for the purposes for which it was disclosed, unless otherwise contemplated herein.
(c) The Receiving Party may disclose Confidential Information of Disclosing Party to the extent the disclosure is required by law, regulation, or judicial order, provided that the receiving party will provide to the disclosing party prompt notice, where permitted by law, of such order and will take reasonable steps to contest or limit any required disclosure.
9. WARRANTIES AND DISCLAIMER
9.1 Mutual Warranties; Service Warranty. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms and (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement. GOAT further warrants that it will provide the Systems in substantial conformity with the applicable Documentation and the descriptions in the Order and that GOAT will comply with all applicable laws in the performance of its obligations under this Agreement.
9.2 Further qualifications and Disclaimer.
(a) GOAT does not warrant that the System will meet the Customer’s requirements or expectations, or that the System will operate uninterrupted or error-free, or that any or all System errors will be corrected or are correctable.
(b) Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, GOAT gives no warranty or representation that the System will be entirely secure.
(c) Customer acknowledges that the System are only designed to be compatible with software and browsers specified in the Documentation; and GOAT does not warrant or represent that the System will be compatible with any other software. In addition, any third-party software that Customer uses in connection with the System (“Third Party Software”) may require that Customer agrees to separate license terms, terms of use agreements and/or privacy policies as a condition of any use of such Third-Party Software. For the avoidance of doubt, Customer acknowledges that GOAT will not be responsible in any manner whatsoever for any Third-Party Software.
(d) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GOAT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING OR RELIANCE. GOAT DOES NOT WARRANT THAT THE GOAT TECHNOLOGY WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ITS SECURITY MEASURES WILL PREVENT THIRD PARTY ACCESS TO CUSTOMER DATA. GOAT has no obligation to obtain, collect, store or use any data or information from any source.
10. INDEMNIFICATION.
10.1 Customer Indemnification. Customer shall defend, indemnify and hold GOAT and its affiliates, and their respective employees, directors, officers, shareholders, owners, members, agents and representatives harmless from any claim, suit, damages and expenses (including, but not limited to, attorneys’ fees and costs) arising out of or in connection with (i) Customer Data, including any claim that such data infringes, misappropriates or otherwise violates any patent, copyright, trademark, trade secret, privacy, publicity or any right of a third party, or that GOAT’s or its service providers’ processing of such Customer Data violates any law applicable to Customer or a Client; (ii) any Client claim or compliant; or (iii) Customer’s failure to comply with the provisions of Section 4 hereof; in each case except to the extent such claim arises directly as a result of the acts or omissions of GOAT.
10.2 Indemnity Procedures. The party seeking indemnity pursuant to this Section will promptly notify the party indemnifying in writing of the claim, and will grant the indemnifying party sole control of the selection of counsel, defense, and settlement of the claim. The indemnified party hereunder agrees to provide the indemnifying party with reasonable assistance, information and authority required for the defense and settlement of the claim; provided, however, that the indemnifying party may not settle a claim in a manner that is adverse to the indemnified party or if such settlement requires acknowledging liability or wrongdoing by the indemnified party without such indemnified party’s prior written consent. Each party will cooperate with the other in the process of any defense or prosecution of any claims hereunder, and the parties agree to maintain each other informed of the progress of defending the claims, and with respect to any settlement discussions and proceedings. Each party has the right to participate in the defense of any claim at its own expense.
11. LIMITATION OF LIABILITY.
EXCEPT FOR A PARTY’S INDEMNITY OBLIGATIONS HEREUNDER, OR DAMAGES ARISING FROM CUSTOMER’S BREACH OF SECTION 2, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, CUSTOMERS, CLIENTS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, REPRESENTATIVES OR AGENTS HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOSS OF GOODWILL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH ANY SUCH LIABILITY IS BASED; AND (II) THE AGGREGATE LIABILITY OF ANY PARTY HERETO (INCLUDING ITS AFFILIATES, CUSTOMERS, CLIENTS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, REPRESENTATIVES OR AGENTS, AND INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE; PROVIDED, HOWEVER, THAT, SOLELY WITH RESPECT TO DIRECT DAMAGES ARISING FROM GOAT’S BREACH OF ITS OBLIGATIONS UNDER SECTION 7.2 (DATA BREACHES), GOAT’S AGGREGATE LIABILITY (INCLUDING ATTORNEYS’ FEES) SHALL NOT EXCEED TWO (2) TIMES THE AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE APPLICABLE BREACH FIRST AROSE.
FURTHER, GOAT SHALL HAVE NO LIABILITY WHATSOEVER, UNDER ANY THEORY, FOR DAMAGES ARISING FROM CUSTOMER’S INCORRECT OR ERRONEOUS DATA INPUT INTO THE SYSTEM.
12. GENERAL.
12.1 Assignment. Except as set forth in Section 12.2 below, neither party may assign this Agreement or any of its rights or obligations hereunder, in whole or in part, without the other party’s prior written consent; provided, however, that each party may assign this Agreement to an Affiliate, or in the event of a merger, or a sale of all or substantially all of its assets or voting securities.
12.2 Subcontracting. GOAT may subcontract any portion of the Services hereunder. GOAT is and shall be liable for the conduct, acts and omissions of its subcontractors, contractors, vendors, service providers and other parties it uses to perform its obligations hereunder as if such conduct, acts and omissions were its own.
12.3 Notices. All notices must be in writing and shall be mailed by registered or certified mail, or sent via email (with evidence of effective transmission). Notices to GOAT must be addressed to Source Advisors at 4025 Woodland Park Boulevard, Suite 180, Arlington, TX 76013. Email notices to GOAT may be sent to: support@goat.tax. Notices to Customer shall be sent to your address on file. Notices by email to Customer may be sent the email address provided by Customer for this purpose. Notwithstanding the foregoing, the parties agree that notices from GOAT to Customer pertaining solely to business and operational issues may be sent solely by email.
12.4 Entire Agreement. This Agreement and any Orders referencing this Agreement constitute the entire agreement between GOAT and Customer relating to the Services, the Documentation and the System, and supersedes all prior or contemporaneous communications, agreements and understandings, written or oral, with respect to the subject matter hereof. If there is a conflict between the terms of this Agreement and those of an order form, this Agreement shall prevail and control.
12.5 Modifications. Unless otherwise specifically permitted herein, this Agreement shall not be amended or modified except in a writing signed by authorized representatives of each party.
12.6 Severability. If any provision of this Agreement is held to be unenforceable, illegal, or void, that shall not affect the enforceability of the remaining provisions.
12.7 Waiver. The delay or failure of either party to exercise any right provided in this Agreement shall not be deemed a waiver.
12.8 Compliance with Laws. The parties shall comply with the requirements of all applicable state and federal laws, rules, regulations, and orders.
12.9 Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by acts of God; flood, fire or explosion; pandemic, war, terrorism, invasion, riot or other civil unrest; embargoes or blockades in effect on or after the date of this Agreement; national or regional emergency; strikes, labor stoppages or slowdowns or other industrial disturbances; labor shortages; any passage of law or governmental order, rule, regulation or direction, or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition; or national or regional shortage of adequate power or telecommunications or transportation facilities (each of the foregoing, a "Force Majeure Event"), in each case, provided that (i) such event is outside the reasonable control of the affected party; (ii) the affected party provides prompt notice to the other party, stating the period of time the occurrence is expected to continue (as known at the time); and (iii) the affected party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. GOAT may increase its Fees due hereunder without the need to amend this Agreement if a Force Majeure Event causes disruptions in supply chains, or labor or other forces affecting its ability to perform the Services as originally planned when the Agreement was executed by the parties.
12.10 Construction. Paragraph headings are for convenience and shall have no effect on interpretation.
12.11 Governing Law; Venue. This Agreement shall be governed by the laws of the State of New York, without regard to any conflict of laws provisions. Any dispute, controversy or claim arising out of or relating in any way to this Agreement or the breach, termination, enforcement, interpretation or validity thereof shall be brought exclusively in the state or federal courts located in the state, county and city of New York. The parties hereto hereby submit themselves to the jurisdiction of such courts, and waive any objection they may have to the laying of such venue.
12.12 Third Party Rights. This Agreement does not create any rights for any person who is not a signatory to it, including without limitation, Clients, and no person not a signatory to this Agreement may enforce any of its terms or rely on an exclusion or limitation contained in it.
12.13 Independent Contractors. The parties are independent contractors, and this Agreement creates no relationship of principal and agent, partner, joint venture, employer-employee or other similar arrangement. Neither party is an agent of the other, and each party agrees that it will not represent itself to be an agent of the other party or attempt to create any obligation or make any representation on behalf of or in the name of the other party.
12.14 Counterparts; Digital Signatures. The parties agree that this Agreement may be executed in any number of counterparts, and shared with each other electronically via PDF or other means, and that all such shared counterparts shall be considered originals hereunder, and together form one instrument. The parties also agree that execution by digital signature using technologies such as DocuSign constituent evidence of the parties that they intend to be bound hereto.
SCHEDULE 1
GOAT shall provide or cause to be provided to Customer the Support set forth below:
1. GOAT will respond to each incident reported in connection with the System within twenty-four (24) hours. Response may be done via email confirmation, or by actual response from an individual.
2. GOAT shall use commercially reasonable efforts to resolve all incidents reported or discovered in connection with the System within five (5) business days.
SCHEDULE 2
Data Processing Addendum
Pursuant to
US State Privacy Laws (including the California Consumer Privacy Act)
This Data Processing Addendum (“Addendum”) is entered into as of the Effective Date of the Platform Terms and Services Agreement to which it is attached, entered into by and between you (“Business”) and SourceHOV, Tax LLC dba GOAT.tax (“Service Provider”), and by this reference is an exhibit to and made a part of the Agreement.
This Addendum applies only to the extent the Customer Data being Processed by the Service Provider is subject to the CCPA or any other applicable United States state consumer privacy or data protection law governing the Processing of Personal Information in the context of this Agreement (collectively, “Applicable U.S. Privacy Laws”). For purposes of this Addendum, references to specific terms defined in the CCPA (including “Business,” “Service Provider,” “Sell,” ‘Share” and “Personal Information”) shall be interpreted to include any substantially similar or equivalent concepts under other Applicable U.S. Privacy Laws, to the extent such laws apply.
If any conflict arises between the provisions of this Addendum and those contained in the Agreement, the provisions of this Addendum shall control.
1. Definitions. The following definitions and rules of interpretation apply to this Addendum:
1.1 “Authorized Persons” means those persons that Customer agrees may Process the Business’ Personal Information from time to time, provided that any such sharing of Personal Information shall be subject to the terms of this Addendum.
1.2 “Business” means a legal entity as defined in Section 1798.140 (c) of the CCPA and any substantially similar or equivalent concept under other Applicable U.S. Privacy Laws, and herein specifically refers to the Business as defined in the foreword of this Addendum.
1.3 “CCPA” means the California Consumer Privacy Act of 2018, California Civil Code sections 1798.100 through 1798.199, as amended from time to time, and all related regulations and guidance promulgated by the California Attorney General or any other governmental authority with respect thereto, and, where applicable, any substantially similar United States state consumer privacy or data protection law (including, without limitation, the California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, and the Utah Consumer Privacy Act), to the extent such laws govern the Processing of Personal Information under the Agreement.
1.4 “Contracted Business Purposes” means the performance of services by Service Provider to the Business as described in the Agreement, and included in the definition at Section 1798.140(d) of the CCPA and any substantially similar or equivalent concept under other Applicable U.S. Privacy Laws.
1.5 “Personal Information” as used in this Addendum means “personal information” as defined in Section 1798.140 (o) of the CCPA, and any substantially similar or equivalent concept (such as “personal data”) under other Applicable U.S. Privacy Laws, which the Service Provider has access to, collects, stores, uses, retains, discloses, acquires or otherwise “Processes” (defined below) as part of its performance of services to the Business pursuant to the terms of the Agreement. For clarity, Personal Information does not include deidentified or aggregated information as those terms are defined under the CCPA or other Applicable U.S. Privacy Laws, and Service Provider may create, use, and disclose such deidentified or aggregated information for its own business purposes, provided that it does not attempt to reidentify such information.
1.6 “Process,” “Processes,” or “Processing” means any operation(s) performed on Personal Information as these terms are defined in Section 1798.140 (q) of the CCPA and any substantially similar or equivalent concept under other Applicable U.S. Privacy Laws.
1.7 “Sell,” “Selling,” “Sale,” or “Sold,” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a consumer’s Personal Information by the Business to another business or a third party for monetary or other valuable consideration, as set forth in Section 1798.140(t) of the CCPA, and any substantially similar or equivalent concept (including “sharing” as defined under certain Applicable U.S. Privacy Laws), to the extent applicable.
1.8 “Service Provider” means a legal entity as defined in Section 1798.140 (v) of the CCPA and any substantially similar or equivalent concept under other Applicable U.S. Privacy Laws., and herein specifically refers to the Service Provider as defined in the Foreword of this Addendum.
2. Service Provider’s CCPA and Applicable U.S. Privacy Law Obligations.
2.1 Service Provider will only collect, use, retain, or disclose Personal Information for the Contracted Business Purposes and only as a “service provider,” “processor,” or equivalent role (as applicable) under the CCPA and other Applicable U.S. Privacy Laws. As for disclosures, Service Provider shall only disclose Personal Information to Authorized Persons and subprocessors as permitted under the Agreement and this Addendum.
2.2 Service Provider shall not Sell or Share any Personal Information, where “Share” (and “Sharing”) has the meaning given to such term (or any analogous concept, including “cross-context behavioral advertising” or “targeted advertising”) under Applicable U.S. Privacy Laws; provided that disclosures to Authorized Persons and subprocessors in accordance with this Addendum and the Agreement shall not be deemed a Sale or Sharing of Personal Information.
2.3 Service Provider will not collect, use, retain, or disclose Personal Information or otherwise make any Personal Information available to any other person (i) for Service Provider’s own commercial purposes; (ii) in violation of the CCPA or other Applicable U.S. Privacy Laws; (iii) for any purpose other than the performance of the Agreement, outside of the Contracted Business Purposes, or outside of the parties’ direct business relationship; or (iv) in violation of this Addendum; provided that nothing in this Section 2.3 limits Service Provider’s ability to create, use, or disclose deidentified or aggregated information that does not constitute Personal Information under the CCPA or other Applicable U.S. Privacy Laws, in accordance with Section 1.5.
2.4 If any applicable law requires that Service Provider disclose Personal Information that is the subject of this Addendum, the Service Provider must, to the extent legally permitted, immediately notify Business of such legal requirement so that the Business has an opportunity to object to, move to quash, or seek to limit such disclosure or otherwise challenge the requirement, unless a valid court order issued by a court of competent jurisdiction or other such legal process prohibits such notice, and Service Provider shall reasonably cooperate with the Business in its efforts to limit, quash or otherwise challenge such disclosure.
2.5 Service Provider will limit its collection, Processing, use, retention, and disclosure of Personal Information to activities necessary and proportionate to achieve the Contracted Business Purposes, and in any case always in compliance with the terms of this Addendum, the Agreement, and Applicable U.S. Privacy Laws.
2.6 Service Provider must promptly comply with any Business request or instruction requiring the Service Provider to provide, amend, transfer, or delete the Personal Information in its possession or under its control (or that of the Authorized Persons), or to stop, mitigate, or remedy any unauthorized Processing, in each case to the extent such request or instruction is consistent with the Agreement, this Addendum, and Applicable U.S. Privacy Laws. Service Provider may charge Business on a time and materials basis for any assistance or cooperation that goes beyond what is expressly required of a “service provider,” “processor,” or equivalent role under Applicable U.S. Privacy Laws.
2.7 If any Contracted Business Purpose requires the collection of Personal Information from individuals on the Business’ behalf, Service Provider will, where required under Applicable U.S. Privacy Laws and only to the extent expressly agreed by the parties in writing, provide a notice to the individual consumer addressing collection, use and sharing of such Personal Information which the Business specifically pre-approves in writing. Service Provider will not modify or alter the Business-approved notice in any way without the Business’ prior written consent.
2.8 Without limiting the foregoing, Service Provider will not use Personal Information for cross-context behavioral advertising, targeted advertising, profiling in furtherance of decisions that produce legal or similarly significant effects concerning a consumer, or any other form of Selling or Sharing for the benefit of Service Provider or any third party, except as expressly permitted by the Agreement and this Addendum and in compliance with Applicable U.S. Privacy Laws.
3. Subcontracting.
3.1 The parties agree that, to the extent permitted under the Agreement, Service Provider may use third-party subcontractors to provide all or part of the services, provided that, to the extent any such engagement involves the collection, access, retention, use, disclosure, or other processing of Personal Information: (i) Service Provider shall notify Customer of such third party engagement; and (ii) enter into a written agreement with each such third party that imposes obligations on the third party that are equivalent to those imposed on Service Provider.
4. Warranties and Certification.
4.1 Service Provider shall comply with all applicable requirements of the CCPA and other Applicable U.S. Privacy Laws when collecting, using, retaining, Processing and disclosing Personal Information in connection with the Agreement.
4.2 Service Provider hereby certifies that it understands and shall comply with this Addendum’s and the CCPA’s, and other Applicable U.S. Privacy Laws’, restrictions and prohibitions with respect to Selling Personal Information, and retaining, using, Processing or disclosing Personal Information outside of the provisions of the Agreement and this Addendum, which governs the parties’ direct business relationship.
5. Limitation of Liability Notwithstanding anything to the contrary in this Addendum, the parties agree that any and all liability of Service Provider arising out of or in connection with this Addendum (including any Processing of Personal Information and any rights or remedies of Business hereunder) shall be subject to, and limited by, the exclusions, disclaimers, limitations of liability, and liability caps set forth in the Agreement (including, without limitation, Section 11 (Limitation of Liability) thereof).
6. General. This DPA will be governed by the laws of the state specified in the underlying Agreement. Any failure to enforce any provision of this DPA will not constitute a waiver thereof or of any other provision. This DPA may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. The obligations placed upon the Service Provider under this DPA shall survive so long as the Service Provider and/or its Sub-processors process Personal Information on behalf of OB&T. The provisions contained in this DPA and its attachments, exhibits and schedules that by their context are intended to survive termination or expiration will survive. If any part of this DPA is held unenforceable, the validity of all remaining parts will not be affected. Order of precedence. If there is a conflict between the Agreement and the DPA pertaining to the subject matter of this DPA, the DPA shall control
SCHEDULE 3
ACCEPTABLE USE TERMS
As used in this Schedule 3, “you” shall refer to any User and “us” or “our” shall refer to GOAT.
1. You shall not, and shall not permit anyone using the System on your behalf to:
• Knowingly transmit any content or information, or store, post or access any materials that are unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable to a reasonable person;
• Use the System for the benefit of any third party;
• Attempt to gain unauthorized access to, or attempt to interfere with or compromise the normal functioning, operation, working, or security of any portion of the System including through denial of service, fuzzing or similar attacks;
• Infringe on any party’s intellectual property rights;
• Transmit any information or software that contains a virus, worm, time bomb, Trojan horse or other harmful or disruptive component;
• Upload to the System, store or transmit any material in violation of any third-party privacy or data protection rights, any protected health information or other regulated data or information, including any “nonpublic personal information” subject to the Gramm-Leach-Bliley Act or similar financial privacy or consumer financial protection laws, in violation of any applicable law or regulation;
• Use the System for any unlawful purposes, including transmitting, distributing, retrieving, or storing any information, data, or other material in violation of any applicable law or regulation; and
• Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the System or the data contained thereon.
2. You will not use the System except as expressly permitted pursuant to your agreement and the applicable System documentation, including the following: you will not (i) copy, replicate, modify, decompile, enhance, disassemble or reverse engineer the System or any portion thereof; (ii) create derivative works of the System or any portion thereof; (iii) distribute software that covertly gathers information about a user or covertly transmits information about the user; (iv) circumvent or attempt to circumvent any security measure contained or used in connection with the System, or make any unauthorized attempt to probe, scan or test the vulnerability of the System; (v) exceed or attempt to exceed your authorized access to the System including using the System to operate any tax credit calculation service, or similar business, or otherwise share, lease, or rent out access to the System or any portion thereof; (vi) use the System to commit fraud; or (vii) attempt to do any of the foregoing or permit any third party to do or attempt any of the foregoing.
3. You will not, and will cause anyone accessing the System on your behalf to not, communicate, upload, share, post or in any other way transmit any information, data or material including any personal information, relating to or concerning any non-US persons or use the System for the benefit of any non-US persons or the non-US portion of any party’s operations. Notwithstanding anything to the contrary, in the event of any transmission or processing of personal data on or through the System, you shall be solely responsible for any liability or legal action arising from such transmission or processing, and you hereby release us and our service providers and licensors from all liability, including, without limitation, any indemnification obligations, whatsoever in connection with any information, data or materials transmitted or processed via the System as it relates to non-US persons or non-US operations.