Partners Terms & Services Agreement
This Platform Terms and Services Agreement (the “Agreement”) is hereby entered into by and between you (“Customer”) and SourceHOV, Tax LLC dba GOAT.tax (“GOAT”).
WHEREAS, GOAT has created and makes available a tax credit calculation platform as described in more detail in at www.goat.tax (the “GOAT Platform”), and offers tax credit calculation services in support of its customers’ use of the GOAT Platform (the “Tax Calculation Services” and together with making the GOAT Platform available and Support, the “Services”);
WHEREAS, Customer wishes to utilize the GOAT Platform for the benefit of its Clients, and to provide to its Clients Deliverables created by GOAT, and GOAT agrees that such access and use is desirable, pursuant to the terms of this Agreement;
NOW THEREFORE, in consideration of the mutual promises set forth below, the sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows:
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 "Confidential Information" means any non-public information or materials disclosed by either party (including, in the case of Customer, by a Client or User) on such person’s behalf, to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects that the disclosing party clearly identifies as confidential or proprietary, that is expressly set forth herein as being confidential or proprietary, or that a reasonable person should understand, based on the content or means of disclosure, to be confidential or proprietary.
1.4 “Customer Confidential Information” means all Confidential Information of Customer, including all Customer Data.
1.5 “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.
1.6 “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.
1.7 “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).
1.8 “SLA” means service level agreements, as set forth in Schedule 1 hereto.
1.9 “System” means the GOAT Platform, along with any applicable Documentation for same.
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 payment of all Fees due hereunder, GOAT grants to Customer a limited, non-exclusive, non-transferable (except as permitted herein), non-sublicesable license to access and use the System for the purpose of performing tax credit calculations on behalf of its Clients.
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 Term, to access and process the Customer Data solely as required in order to provide Services hereunder. Customer agrees that GOAT is permitted to collect, access, process, and use technical, aggregated information including any information which may be attributable to any particular User or to a Client, which pertains to use of the System, provided that such information may not contain any personally identifiable information.
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, and the Documentation, 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 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 Support Services. GOAT will provide to Customer the support services set forth in Schedule 2 hereof (“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, such calculations may not be made or verified by GOAT in time to make applicable filings, and the deadline may be missed. 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 herby 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. THE SYSTEM DOES NOT ALLOW CUSTOMER TO MAKE TAX FILINGS ON ITS OR ITS CLIENTS’ BEHALF.
3.8 Suspension of Services. Customer acknowledges and agrees that GOAT may suspend Services to Customer or any User who violates the acceptable use terms set forth in Schedule 3, 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.
4. CUSTOMER OBLIGATIONS. Customer represents and warrants that it will, throughout the Term, 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 (including those set forth in Schedule 3 hereto) by Users, it will notify GOAT immediately of such breach, and GOAT shall then be able 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) which:
(i) Customer has all necessary rights, consents, and authorizations (including from Clients, as applicable) to grant GOAT access to and use of, as needed for GOAT to provide the Services; 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 reasonable 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 User names 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 for its convenience upon thirty (30) day’s written notice to the other party.
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, 5.3, this Section 5.4, 6, 9, 10, 11, 12, and 13 shall survive any termination or expiration of this Agreement.
6. FEES AND PAYMENT.
Customer shall pay to GOAT any applicable installation, implementation and onboarding fees disclosed to Customer in advance of such implementation (the “Onboarding Fee”). All other fees due hereunder shall become due and payable upon completion of each tax credit calculation study, and shall apply on a per Client and per study basis (each such fee a “Study Fee” and together with the Onboarding Fee, the “Fees”). The System shall set forth the Fees due at any given time. 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. All Fees may be subject to change by GOAT at any time in its discretion. Fees shall be due no later than thirty (30) days after receipt by Customer of applicable invoices, unless the System sets forth otherwise.
7. TAXES.
GOAT agrees to include in all invoices any applicable taxes which may be payable by Customer in connection with its receipt of the Services or use of the GOAT Platform, and upon receipt of payment, GOAT shall timely disburse the amounts so collected to the applicable taxing authority.
8. DATA; DATA PROTECTION.
8.1 Data Protection. Each party shall comply with its respective obligations under applicable privacy and data protection laws.
8.2 Data Breaches. If there is any theft, loss, loss of control over, access or discovery by or disclosure to a third party, or other event that results in an unauthorized third party obtaining access to, viewing, copying, transferring, transmitting, displaying, preventing authorized access to, or coming to control any Customer Data from or located on the System (each such event, a “Breach”), and if such Breach occurs as a result of any action or inaction of GOAT or any of its service providers, or anyone acting on any such person’s behalf, or if such Breach occurs from or on any such person’s systems, networks or devices, or as a result of a vulnerability in the System, then GOAT will, at its own expense (a) give Customer written notice of such Breach upon the earlier of: five (5) business days after becoming aware of such a Breach; (b) give Customer all available information pertaining to such Breach, including all affected systems, networks and devices, and specific details pertaining to how the Breach occurred; (c) give Customer all available information pertaining to the Customer Data that was lost, stolen, accessed, discovered, rendered inaccessible or disclosed; (d) perform all forensic investigations and audits required to identify the root cause and reasons for the Breach; and (e) mitigate the effects of the Breach as promptly as is commercially feasible; (f) take all corrective actions necessary to prevent the Breach from re-occurring.
9. CONFIDENTIAL INFORMATION.
(a) The obligations contained in this Section 9 are mutual.
(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 other 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 the other party’s Confidential Information only for the purposes for which it was disclosed, unless otherwise contemplated herein.
(c) The above restrictions will not apply to Confidential Information to the extent it (i) is, or through no fault of the recipient has become, generally available to the public; (ii) was lawfully received by the receiving party from a third party without such restrictions and if such third party was not subject to a duty of confidentiality when it received the information; (iii) was known to the receiving party prior to receipt from the disclosing party, if it received such information not subject to a duty of confidentiality; or (iv) was independently developed by the receiving party without breach of this Agreement or access to, reference or use of the Confidential Information of the other party.
(d) The recipient may disclose Confidential Information of the other 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.
10. WARRANTIES AND DISCLAIMER.
10.1 Customer Warranties. Customer hereby represents and warrants that this Agreement has been reviewed by and approved for execution by a partner of Customer.
10.2 Disclaimer. EXCEPT AS OTHERWISE STATED HEREIN, GOAT DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. GOAT DOES NOT WARRANT THAT THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE.
EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, (A) THE SERVICES, SOFTWARE, SYSTEM, DOCUMENTATION, AND ALL OTHER SERVICES AND SOFTWARE PROVIDED OR MADE AVAILABLE HEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
GOAT IS NOT RESPONSIBLE FOR INCORRECT DATA INPUT TO THE SYSTEM OR ERRONEOUS CALCULATIONS RESULTING THEREFROM.
11. INDEMNIFICATION.
11.1 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.
11.2 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.
12. LIMITATION OF LIABILITY.
EXCEPT FOR A PARTY’S INDEMNITY OBLIGATIONS HEREUNDER, THOSE DAMAGES ARISING FROM A BREACH OF A SPECIFIC REPRESENTATION OR WARRANTY HEREIN, 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 SHALL BE LIMITED TO THE TOTAL AMOUNT PAYABLE OR PAID TO GOAT PERTAINING TO EACH AFFECTED CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE UPON WHICH THE INCIDENT GIVING RISE TO THE APPLICABLE CLAIM ARISES.
FURTHER, GOAT SHALL HAVE NO LIABILITY WHATSOEVER, UNDER ANY THEORY, FOR DAMAGES ARISING FROM CUSTOMER’S INCORRECT OR ERRONEOUS DATA INPUT INTO THE SYSTEM.
13. GENERAL.
13.1 Assignment. Except as set forth in Section 13.2 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.
13.2 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.
13.3 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 Shelly Rexroat 4150 International Plaza Suite 650, Fort Worth, TX 76109. 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.
13.4 Entire Agreement. This Agreement and any order forms 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.
13.5 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.
13.6 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.
13.7 Waiver. The delay or failure of either party to exercise any right provided in this Agreement shall not be deemed a waiver.
13.8 Compliance with Laws. The parties shall comply with the requirements of all applicable state and federal laws, rules, regulations, and orders.
13.9 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.
13.10 Construction. Paragraph headings are for convenience and shall have no effect on interpretation.
13.11 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.
13.12 Third Party Rights. This Agreement does not create any rights for any person who is not a signatory to it, 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.
13.13 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.
13.14 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
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.
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 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.
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.
1.5 “Personal Information” as used in this Addendum means “personal information” as defined in Section 1798.140 (o) of the CCPA, 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.
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.
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.
1.8 “Service Provider” means a legal entity as defined in Section 1798.140 (v) of the CCPA, and herein specifically refers to the Service Provider as defined in the Foreword of this Addendum.
2. Service Provider’s CCPA Obligations.
2.1 Service Provider will only collect, use, retain, or disclose Personal Information for the Contracted Business Purposes. As for disclosures, Service Provider shall only disclose Personal Information to Authorized Persons.
2.2 Service Provider shall not Sell any 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; (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.
2.4 If any applicable law requires that Service Provider disclose Personal Information that is the subject of this Addendum, the Service Provider must 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 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 and the CCPA.
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.
2.7 If any Contracted Business Purpose requires the collection of Personal Information from individuals on the Business’ behalf, Service Provider will always provide a CCPA-compliant 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.
3. Subcontracting.
3.1 For each subcontractor used, Service Provider will give the Business a list (and update such list as needed to maintain it up to date) disclosing:
(a) The subcontractor’s name, address, and contact information.
(b) The type of services provided by the subcontractor.
(c) The Personal Information categories disclosed to the subcontractor in the preceding 12 months.
4. Warranties and Certification.
4.1 Service Provider shall comply with all applicable requirements of the CCPA when collecting, using, retaining, Processing and disclosing Personal Information.
4.2 Service Provider hereby certifies that it understands and shall comply with this Addendum’s and the CCPA’s 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.
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 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.