Terms of Use
Last Modified: May 15th, 2024
Welcome to Keeper Tax! These Terms of Use (these “Terms”) describe your rights and responsibilities when accessing and/or using our websites and services, including https://www.KeeperTax.com/ and any successor URL(s) (the “Sites”), the companion mobile applications for iPhone and/or Android mobile devices (the “Apps”), and any and all related services, software, documentation, and online, mobile-enabled, and/or digital services (collectively, including the Sites and the Apps, the “Service”) provided by and/or through Keeper Tax Inc. and/or its subsidiaries and affiliates (“Keeper Tax,” “we,” “our,” or “us”). By signing up to or using the Service, you signify that you have read, understood, and agree to be bound by these Terms, and you acknowledge that you have read and understood our Privacy Policy (as it may be updated from time to time, our “Privacy Policy”), as further described in Section 9. Keeper Tax reserves the right to modify the terms of these terms and will provide notice of material changes as described below. These Terms apply to all visitors and users of the Service, and to all others who access the Service (collectively, “Users,” and, as applicable to you, “you” or “your”).
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 16.2 (THE “ARBITRATION AGREEMENT”) AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 16.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (AS DEFINED BELOW), YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.
1. The Service
Keeper Tax provides access to a variety of online tax return preparation services and informative tools, including tax return preparation software provided via its Suppliers and access to its network of third-party independent U.S. federal and state tax return preparers who will provide tax return preparation services (the “Third-Party Tax Return Preparers”). Keeper Tax is an electronic return originator that provides for electronic submission of U.S. federal and state income tax returns collected from its Suppliers.
1.1 Eligibility
This is a contract between you and Keeper Tax. You must read and agree to the terms and conditions of these Terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you have a valid email address, are eighteen (18) years of age or older, and can form a binding contract with Keeper Tax, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations (“Applicable Law”).
Without limiting the generality of the foregoing, any access to, or use of, the Service by non-U.S. residents is strictly prohibited and in violation of these Terms. Keeper Tax makes no representations that the Service is appropriate or available for use in other locations. By using Service, you represent that you are a U.S. resident.
1.2 Limited License
Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, and freely revocable license to use the Service for your personal, noncommercial use only, strictly as permitted by the features of the Service. Keeper Tax may terminate the license granted in this Section at any time, for any reason or no reason. Keeper Tax reserves all rights not expressly granted herein in and to the Service and the Keeper Tax Content (as defined below).
1.3 User Accounts
Your account on the Service (“User Account”) gives you access to certain services and functionalities that we may establish and maintain as part of the Service from time to time, in our sole discretion. We may maintain different types of User Accounts for different types of Users. If you open a User Account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of that entity with the authority to bind that entity to these Terms, and that you agree to these Terms on the entity’s behalf. By connecting to the Service via a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account. You must notify Keeper Tax immediately of any breach of security or unauthorized use of your User Account. Keeper Tax will not be liable for, and expressly disclaims responsibility for, any losses caused by any unauthorized use of your User Account.
You may modify how the Service interacts with you by changing the settings in your settings page. By providing Keeper Tax with your email address, you consent to our using that email address to send you Service-related notices, including any notices required by Applicable Law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as messages notifying you of changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out of receiving such email messages by clicking on the “unsubscribe” link in the email message received and/or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
By creating a User Account and providing Keeper Tax your mobile phone number, you consent to receive auto-dialed and/or pre-recorded calls and text messages from us at the mobile phone number provided by you to us. We may place such calls or texts to (i) help keep your User Account secure through the use of two-factor authentication; (ii) help you access your User Account; and/or (iii) as otherwise necessary to service your User Account and/or to enforce these Terms, our policies, Applicable Law, and/or any other agreement we may have with you. For more information, please see Section 8.
1.4 Service Rules
You agree not to engage in any of the following prohibited activities: (a) engaging in the preparation and/or filing of any false or fraudulent tax return or for any other improper purpose, whether for yourself, your business, or a third party; (b) copying, distributing, making available, providing access to, or disclosing any part of the Service in any medium, including, without limitation, by any automated or non-automated “scraping”; (c) using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the servers running the Service than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Keeper Tax grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Service for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials); (d) transmitting spam, chain letters, or other unsolicited email; (e) attempting to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Service; (f) taking any action that imposes, or may impose (as determined by us, in our sole discretion), an unreasonable or disproportionately large load on our infrastructure; (g) uploading invalid data, viruses, worms, or other software agents through the Service; (h) collecting or harvesting any personal information, including account names, from the Service; (i) using the Service for any commercial solicitation purposes or other commercial purposes, including but not limited to, preparing tax returns or filings for others in exchange for payment; (j) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or hiding or attempting to hide your identity; (k) interfering with the proper working of the Service; (l) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (m) bypassing the measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on the use of the Service or the content therein.
1.5 Changes to the Service
We may, with or without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to your User Account and/or the Service with or without notice and without liability, for any reason, including if, in our sole determination, you violate any provision of these Terms, or for no reason. Upon their termination for any reason or no reason, you continue to be bound by these Terms.
1.6 Disputes with Other Users
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Keeper Tax will have no liability for your interactions with other Users, or for any User’s action or inaction.
2. Apps
2.1 General. To use an App, you must have a mobile device that is compatible with such App. Keeper Tax does not warrant that any App will be compatible with your mobile device. You may use mobile data in connection with an App and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. You may not: (a) modify, disassemble, decompile, or reverse engineer any App, except to the extent that such restriction is expressly prohibited by Applicable Law; (b) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer any App to any third party, or use any App to provide time sharing or similar services for any third party; (c) make any copies of any App; (d) remove, circumvent, disable, damage, or otherwise interfere with security-related features of any App, features that prevent or restrict use or copying of any content accessible through any App, or features that enforce limitations on use of the Apps; or (e) delete the copyright or other proprietary rights notices on any App. You acknowledge that Keeper Tax may from time to time issue upgraded versions of the Apps, and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated into an App is covered by the applicable open source or third-party license, if any, authorizing use of such code. Keeper Tax or its third-party partners or Suppliers retain all right, title, and interest in and to the Apps (and any copies thereof). Any attempt by you to transfer or delegate any of the rights, duties, or obligations hereunder, except as expressly provided for in these Terms, is void. Keeper Tax reserves all rights not expressly granted under these Terms. If an App is being acquired on behalf of the United States Government, then the following provision applies: such App will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display, or disclosure of the Service and any accompanying documentation by the U.S. government will be governed solely by these Terms and is prohibited except to the extent expressly permitted by these Terms. The Apps originate in the United States and are subject to United States export laws and regulations. The Apps may not be exported or re-exported to certain countries, nor to persons or entities prohibited from receiving exports from the United States. In addition, the Apps may be subject to the import and export laws of other countries. You will comply with all United States and foreign laws related to access to and/or use of the Service, including the Apps.
2.2 App from Apple App Store. The following applies to any App you acquire from the Apple App Store (“Apple-Sourced Software”): you and Keeper Tax acknowledge and agree that these Terms are solely between you and Keeper Tax, not Apple, Inc. (“Apple”), and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the Usage Rules set forth in the Apple Media Services Terms and Conditions. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the Apple-Sourced Software to you; to the maximum extent permitted by Applicable Law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be governed solely by these Terms and any law applicable to Keeper Tax as provider of the Apple-Sourced Software. You and Keeper Tax acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (a) product liability claims; (b) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software, or your possession and use of that Apple-Sourced Software, infringes that third party’s intellectual property rights, Keeper Tax, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim, to the extent required by these Terms. You and Keeper Tax acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.
2.3 App from Google Play Store. The following applies to any App you acquire from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms are between you and Keeper Tax only, and not Google LLC or any affiliate thereof (collectively, “Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (c) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (d) Keeper Tax, and not Google, is solely responsible for its Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms as they relate to Keeper Tax’s Google-Sourced Software.
3. User Content
The Service may allow you to submit, post, display, provide, or otherwise make available content such as images, comments, questions, and other content or information (“User Content”). User Content includes Tax Information (as defined below).
We claim no ownership rights over your User Content, and, as between you and us, it remains yours. Keeper Tax has the right (but not the obligation), in its sole discretion, to remove any User Content that is shared via the Service.
By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Service, you hereby expressly grant, and you represent and warrant that you have all rights necessary to grant, to Keeper Tax a royalty-free, transferable, perpetual, irrevocable, non-exclusive, and worldwide license, with the right to grant and authorize sublicenses, to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Service and Keeper Tax’s (and its successors’) business, including, without limitation, for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.
For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, and service mark rights, goodwill, trade secret rights, and any and all other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
In connection with your User Content, you affirm, represent, and warrant the following:
- you have the written consent of each and every identifiable natural person referred to or mentioned in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and these Terms, and each such person has released you from any liability that may arise in relation to such use;
- you have obtained and are solely responsible for obtaining all consents as may be required by Applicable Law to post any User Content relating to third parties;
- your User Content and Keeper Tax’s use thereof as contemplated by these Terms and the Service will not violate any Applicable Law or infringe any rights of any third party, including, but not limited to, any Intellectual Property Rights and privacy rights;
- Keeper Tax may exercise the rights to your User Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise;
- your User Content does not include nudity or other sexually suggestive content; hate speech, threats, or direct attacks on an individual or group; abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable content; content that contains self-harm or excessive violence; illegal content or content in furtherance of harmful or illegal activities; malicious programs or code; any person’s personal information without such person’s consent; and/or spam, machine-generated content, or unsolicited messages; and
- to the best of your knowledge, all of your User Content and all other information that you provide to us is truthful and accurate.
Keeper Tax takes no responsibility and assumes no liability for any User Content that you or any other User or third party submits, posts, displays, provides, or otherwise makes available on or through the Service. You will be solely responsible for your User Content and the consequences of submitting it, posting it, displaying it, providing it, or otherwise making it available on or through the Service, and you agree that we are acting only as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Keeper Tax will not be liable for any damages you allege to incur as a result of or relating to any User Content.
4. Our Proprietary Rights
4. 1 Keeper Tax Content. Except for your User Content, the Service and all materials and content displayed or otherwise made available on and/or through the Service (including, without limitation, images, text, graphics, illustrations, logos, photographs, audio, videos, music, and User Content belonging to other Users) and all software, models, algorithms, code, technology, and intellectual property underlying and/or included in or with the Service (the “Keeper Tax Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Keeper Tax and its licensors, providers, distributors, third-party service providers, contractors, and suppliers (collectively, “Suppliers”). Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such Intellectual Property Rights, and you will not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works of any Keeper Tax Content. Use of the Keeper Tax Content for any purpose not expressly permitted by these Terms is strictly prohibited.
4.2 Usage Data. Keeper Tax may collect, maintain, process, and use, or you may provide to Keeper Tax, diagnostic, technical, usage, and related information, including information about your computers, mobile devices, systems, and software (collectively, “Usage Data”). You agree that all Usage Data is owned solely and exclusively by Keeper Tax, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to Keeper Tax all rights, title, and interest in and to the same. Accordingly, Keeper Tax may use the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Service; (b) to develop and improve the Service; (c) to monitor your usage of the Service; (d) for research and analytics and for Keeper Tax’s other business purposes; and (e) to share analytics and other derived Usage Data with third parties, solely in deidentified or aggregated form. The Service may contain technological measures designed to prevent unauthorized or illegal use of the Service. You acknowledge and agree that Keeper Tax may use these and other lawful measures to verify your compliance with the terms of these Terms and to enforce Keeper Tax’s rights, including all Intellectual Property Rights, in and to the Service.
4. 3 Feedback. To the extent you provide any suggestions, recommendations, or other feedback relating to the Service or any other Keeper Tax products or services, (collectively, “Feedback”), such Feedback is non-confidential, and you hereby grant, and you represent and warrant that you have all rights necessary to grant, to Keeper Tax a non-exclusive, perpetual, irrevocable, transferable, royalty-free, and worldwide license, with the right to grant and authorize sublicenses, to implement, use, modify, and otherwise exploit, in any way without restriction, the Feedback, without any fees, attribution, or other obligations to you or any third party.
5. Paid Services
5.1 Billing Policies. Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms applicable to you (the “Pricing and Payment Terms”) at the time of subscription sign up. You acknowledge and agree that any offers made available through the Service, including, without limitation, offers for Subscriptions (as defined below), are subject to change at any time and from time to time. Without limiting the generality of the foregoing, Keeper Tax may add new services for additional fees and charges, and may add or amend fees and charges for existing services, at any time, in its sole discretion; provided, however, that if we have committed to a certain a certain Subscription Fee (as defined below) for a specific duration, we agree that the Subscription Fee will remain in force for that duration. Any change to the Pricing and Payment Terms will become effective in the billing cycle following notice of such change to you as provided in these Terms.
5.2 Definitions
(a) “Subscription Fee” means the recurring amount you pay as consideration for a subscription to any particular portion of the Service (“Subscription”); such fee is the sum of the applicable Keeper Tax Fee and any applicable Third-Party Fees.
(b) “Keeper Tax Fee” means the portion of the Subscription Fee that Keeper Tax may retain as consideration for providing the Service.
(c) “Third-Party Fees” means the portion of the Subscription Fees retained by third parties such as Stripe, Inc. (“Stripe”) and other third-party payment processors that we may engage from time to time, in our sole discretion.
5.3 Subscriptions
(a) Automatic Renewals. The Subscriptions are available on an automatically renewing subscription basis. For the most current information about the Subscription Fees, please review the Pricing and Payment Terms. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF THE SUBSCRIPTION TERM IDENTIFIED AT THE TIME OF YOUR SUBSCRIPTION FOR SUCCESSIVE, SUBSEQUENT TERMS EQUAL IN LENGTH TO THE INITIAL SUBSCRIPTION TERM (EACH SUCH PERIOD, A “SUBSCRIPTION TERM”) UNLESS AND UNTIL YOU CANCEL THE APPLICABLE SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 5.3(c) OF THESE TERMS. IF YOU ARE SIGNED UP TO A FREE TRIAL OF THE SERVICE, YOUR SUBSCRIPTION (AND THE FIRST SUBSCRIPTION TERM) WILL BEGIN UPON THE EXPIRATION OF SUCH FREE TRIAL.
(b) Automatic Billing and Policies. When you purchase a Subscription, you expressly acknowledge and agree that: (i) Keeper Tax and/or its third-party payment processors are authorized to charge you, at the beginning of each Subscription Term, the Subscription Fee for the applicable Subscription, any applicable taxes, and any other charges you may incur in connection with your purchase and use of the Subscription, subject to adjustment in accordance with the terms and conditions of these Terms, for as long as your Subscription continues; and (ii) your Subscription is continuous until the earlier of (A) your cancellation of such Subscription (including any notice period specified in Section 5.3(c) of these Terms) and (B) the suspension, discontinuation, or termination of your access to such Subscription or to the Service in accordance with these Terms. You acknowledge and agree that the amount billed may vary due to promotional offers, changes in the Subscription Fees in accordance with the Pricing and Payment Terms, and/or changes in applicable taxes, and you authorize us to charge your payment method for the updated amounts.
(c) Cancellation Procedures. To cancel any Subscription, you must click on the cancellation button in the Settings > Manage subscription section of the App at least 1 day before the start of the next Subscription Term or by contacting us at support@KeeperTax.com. You will continue to have access to the Subscription through the end of the current Subscription Term.
(d) Cancellation Refunds. You may cancel your User Account or any Subscription at your sole discretion. Keeper Tax may grant you a refund of the Subscription Fee(s) paid by you if you cancel your Subscription no later than one (1) months after the start of your first Subscription Term. SUBJECT TO THE FOREGOING SENTENCE, YOU ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT: (i) KEEPER TAX SUSPENDS OR TERMINATES YOUR SUBSCRIPTION, YOUR USER ACCOUNT, OR THESE TERMS, OR (ii) YOU CANCEL YOUR SUBSCRIPTION, YOU WILL RECEIVE NO REFUND FOR SUCH SUSPENSION, TERMINATION, OR CANCELLATION, NOR FOR ANY UNUSED TIME ON YOUR SUBSCRIPTION, ANY PRE-PAYMENTS MADE IN CONNECTION WITH YOUR SUBSCRIPTION, ANY LICENSE OR SUBSCRIPTION FEES FOR ANY PORTION OF THE SERVICE, ANY CONTENT OR DATA ASSOCIATED WITH YOUR USER ACCOUNT, OR ANYTHING ELSE.
(e) Subscription Fee Refund Guarantees. You will be eligible for a refund of the Subscription Fee paid by you with respect to the Subscription Term during which the applicable tax return was filed electronically through the Service if one (1) or more of the following occurred with respect to such tax return: (i) a calculation error in such tax return due to a technical problem affecting the Service that resulted in an incorrect tax return being filed, (ii) a Third-Party Tax Return Preparer failed to provide tax return preparation services and/or did not notify you of material errors contained in such tax return, resulting in an incorrect tax return being filed, and/or (iii) the benefits of our premium plan were not available to you despite you being enrolled in such plan during the applicable Subscription Term; in each case provided that: your request for such refund claim is made prior to the time you have exported or otherwise requested the removal of your tax return information from the Service or utilized any of our premium plan services, you provide us with any and all information and documents we may request to evaluate and verify your refund claim, and we verify such refund claim. For the avoidance of doubt, Keeper Tax will not, under any circumstances, be liable for, and will not refund or reimburse any amounts paid with respect to, any additional taxes, interest or penalties, or other assessments assessed against you.
5.4 Payment Information; Taxes. In connection with payments of Subscription Fees and/or any other monetary transaction interaction with the Service, you may be asked to provide customary billing information such as name, billing address, and credit card information to us or to the applicable third-party payment processor. All information that you provide in connection with a monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your payment method used in connection with a monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You hereby authorize the collection of such amounts by charging your designated payment method or credit or debit card, either directly by us, or indirectly via a third-party payment processor. We cannot control any fees that may be charged to you by your bank in connection with the collection of Subscription Fees or any other fees, and we disclaim any and all liability in this regard. If you are directed to a third-party payment processor, you will be subject to terms and conditions governing the use of that third party’s service and to that third party’s personal information collection practices. Please review such terms and conditions and privacy notice before using such third party’s services. Without limiting the generality of the foregoing, you acknowledge and understand that, by using the Service, you agree to be bound by Stripe’s Services Agreement, and by the terms of service of any other third-party payment processor(s) that we may engage from time to time in our sole discretion. You acknowledge and understand that third-party payment processors may collect and retain Third-Party Fees whenever you pay Subscription Fees. Except as otherwise provided herein, Subscription Fees are non-refundable. If you believe you have been improperly charged and would like to request a refund, please contact us at support@KeeperTax.com. You will pay, and indemnify Keeper Tax for, all applicable taxes, if any, relating to any monetary transaction interaction with the Service.
5.5 Free Trials. We may, at our sole option and in our sole discretion, offer free trials to a particular portion of the Service, subject to the terms of the offer. If you are signed up to a free trial of the Service, we will automatically bill your payment method on the first day of your first Subscription Term after the free trial period expires, and on each recurring billing date thereafter, subject to the terms hereof. If you wish to avoid charges to your payment method, you must cancel your free trial by 11:59 pm Pacific Time on the day before your free trial period expires. If you cancel your free trial, cancellation may be effective immediately.
6. No Professional Advice
To the extent professional information (for example, legal, financial, accounting, tax, investment, health care, or real estate) is provided by Keeper Tax through or in connection with the Service, such information is for informational purposes only, should not be construed as professional advice, and is not a substitute for individualized professional advice. You are encouraged to consult your own legal and/or tax professional or the Internal Revenue Service (“IRS”) or other relevant taxing authority with any specific questions about your own tax return(s) and/or positions taken in such tax return(s). No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a competent professional who is licensed and/or qualified in the applicable area. Keeper Tax is not, and is not providing services in any capacity as, a financial planner, investment advisor, broker, or accountant, nor a credit repair or credit services organization as defined under federal or state law, including any credit repair or credit services organization acts. We do not provide “credit services” or “credit repair” services. We do not advise or assist you with “rebuilding” or “improving” your credit. We make no representation that we will improve or attempt to improve your credit record, history, or rating. You acknowledge and agree that you are solely responsible for your own financial and tax-related determinations and decisions, including those relating to tax return reporting positions, that you will not rely on the Service as the basis of your financial and/or tax-related decisions or tax return reporting positions, and that Keeper Tax and its Suppliers will not be liable for decisions or actions you take or authorize third parties to take on your behalf based on information you obtain from your access to and/or use of the Service. Keeper Tax does not determine if the tools and/or resources made available in connection with the Service are suitable for your financial objectives or tax-related decisions or tax return reporting positions. Keeper Tax makes no warranties with respect to, and is not otherwise responsible for, the services or products of any of its Suppliers or the actions or inactions of any other third party.
7. Tax Return Filing Services
7.1 Responsibility for Tax Returns. Tax returns filed through access to the Service will be electronically filed by Keeper Tax solely based on information you input into the tax return preparation software accessed through Keeper Tax and/or otherwise provide to one or more Third-Party Tax Return Preparers (such information, “Tax Information”). You agree to provide, as part of the Tax Information, all the necessary information required for preparing your tax returns. You have the final responsibility for the accuracy and completeness of each item on any tax forms and tax returns as filed, as well as the overall accuracy, completeness, and correctness of the tax returns. Keeper Tax provides access to Third-Party Tax Return Preparers who are independently responsible for reviewing relevant Tax Information and providing tax return preparation services. Such access to a Third-Party Tax Return Preparer shall constitute an “Engagement” between you and the Third-Party Tax Return Preparer. Keeper Tax is not, and does not hold itself out as, a professional tax advisor, certified public accountant, or enrolled agent, and does not provide any specific tax advice or guidance. Keeper Tax makes no representations or warranties regarding the guidance, representations, and/or advice provided by Third-Party Tax Return Preparers. Neither Keeper Tax nor our Suppliers will independently audit or otherwise verify your tax returns or any Tax Information you submit to the IRS or other taxing authority. If the IRS or other taxing authority should later contest the position taken on your tax return(s), there may be an assessment of additional tax, plus interest and penalties. Keeper Tax does not provide assistance, representation, or protection in the event of an audit or similar proceeding by the IRS or other taxing authority with respect to your tax returns or any Tax Information; however, from time to time, Keeper Tax may, in its sole discretion, answer your questions and/or provide additional information to you with respect to matters arising out of tax return corrections, audits, or inquiries received from the IRS with respect to tax returns filed through the Service, in each case up to the date that is the earlier of seven (7) years from the date of filing such tax return and the date on which you have exported or otherwise requested the removal of your tax return information from the Service. You acknowledge and agree that any understated tax and imposed interest and penalties are your responsibility, and that Keeper Tax assumes no liability for any additional tax, interest, penalties, or other assessments arising out of or related to the use of the Services. You are responsible for ensuring that your tax return is timely filed and for confirming that your tax return(s) is/are accepted by the relevant taxing authorities. Keeper Tax cannot guarantee that electronic filing of tax returns will be available in all cases or that the taxing authority(ies) will accept your tax return(s) that are filed through the Service.
7.2 Tax Return Data and Documentation. To the extent required by Applicable Law, Keeper Tax stores and maintains Tax Information. However, you are responsible for maintaining and retaining information substantiating the accuracy and completeness of your tax returns and for compliance with all governmental recordkeeping requirements. You agree to hold us harmless from any liability, including but not limited to, additional tax, penalties, interest, and professional fees associated with inadequate documentation or maintenance of documentation related to your tax return(s).
7.3 Foreign Bank Accounts or Financial Assets. Under United States law, reporting is required with respect to persons having certain direct and indirect interests in a foreign bank account or other foreign financial asset. Failure to comply with these reporting requirements may result in substantial civil and criminal penalties. You are responsible for foreign bank account and foreign financial asset reporting requirements with the U.S. Department of the Treasury and/or the IRS. You agree to hold us harmless from any liability, including but not limited to, additional tax, penalties, interest, and professional fees associated with the failure to file, or untimely filing, of any of these forms.
7.4 Spouses. You acknowledge and agree that, for any tax returns filed with the status of “married filing jointly,” both spouses are deemed to be Users and subject to these Terms, and that, as used in these Terms, “you” includes both spouses. Both individuals acknowledge and agree that there is no expectation of privacy between the spouses concerning the Service, and, accordingly, Keeper Tax may share with either of you, without prior consent, partial or completed tax returns, tax documents, and other information (including Tax Information) related to the preparation of your tax return(s).
7.5 Electronically Filed Tax Returns. If your tax return is filed electronically through the Service, it will be converted to and stored in Keeper Tax’s and/or a Supplier’s systems in a standardized format, and then transmitted to the applicable federal and/or state taxing authority. The IRS may require Keeper Tax to provide certain information in connection with the electronic transmission of tax returns, including the Internet Protocol (“IP”) address of the computer from which the tax return originated and whether the email address of the person filing the tax return has been collected. By using the Service, you consent to the disclosure to the IRS and to any other taxing authority of all information required to be provided with respect to the electronic filing of your tax return(s).
7.6 Role of the Service. Keeper Tax’s goals are to provide access to U.S. federal and state tax return preparation and electronic tax return filing services and information based on current U.S. tax law and U.S. tax return forms. The Service is designed to permit you to input information and data about your tax situation necessary to prepare and file your tax return(s) and to provide you with access to information and materials to assist you in forming your own determinations as to tax return positions. We are not responsible for inaccuracies or mistakes in services provided directly or through our Suppliers, or for future changes in the law that may affect services we have already provided. You acknowledge and agree that you have final responsibility for ensuring the completeness and accuracy of all tax returns prepared and filed using the Service.
7.7 Maximum Refund Guarantee. If, by filing an amended tax return via an online tax return preparation service other than the Service, you obtain a larger refund (or smaller tax liability) than that obtained by you via the Service, then you will be eligible for a refund of the Subscription Fee paid by you with respect to the Subscription Term during which the applicable tax return was filed electronically through the Service, provided that:
(a) such larger refund (or smaller tax liability) was obtained using the Tax Information and no additional information;
(b) the difference between the refund (or liability) obtained by you via the Service and such larger refund (or smaller tax liability) was not due to incomplete, inaccurate, or inconsistent information supplied by you, positions taken by you or your preparer, your choice not to claim a deduction or credit, conflicting tax laws, or changes in tax laws since the time at which the applicable tax return was filed electronically through the Service;
(c) in preparing the applicable tax return using the Service, you did not: (i) override any amounts generated by the Service or (ii) fail to correct and/or resolve errors identified by the Service;
(d) the Service supported, at the time the applicable tax return was filed electronically through the Service, any and all specific credits, deductions, and/or write-offs applied to obtain such larger refund (or smaller tax liability), and you did not fail to file an amended return using the Service after we announced any updates or corrections to the Service;
(e) the refund claim was made by you during the calendar year in which the applicable tax return was prepared using the Service;
(f) you did not make willfully incorrect or fraudulent claims in connection with the preparation of any relevant tax return or amended tax return; and
(g) you provide us with any and all information and documents we may request to evaluate and verify your refund claim, and we verify such refund claim.
The refund mechanism set forth in this Section and in Section 5.3(e) is your sole and exclusive remedy, and our only obligation, in the event of any errors in the Service.
- Text Messaging and Calls
You may provide us with your telephone number as part of your customer record or registration, or via other methods. You understand and agree that Keeper Tax may use the telephone number you provided for multi-factor authentication (“MFA”), to confirm your identity and help protect the security of your User Account. Part of the MFA identity verification process may involve Keeper Tax sending text messages containing security codes to the telephone number you provided, and you agree to receive such texts from or on behalf of Keeper Tax.
You also expressly consent and agree that Keeper Tax may contact you using written, electronic, and/or verbal means, including by manual dialing, emails, leaving prerecorded/artificial voice messages, and/or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account, and as permitted by Applicable Law, even if that phone number is registered on any federal and/or state Do-Not-Call/Do-Not-email registry/ies. Message and data rates apply. For purposes of clarity, the text messages described in this paragraph are transactional text messages, not promotional text messages.
Additionally, we offer you the chance to enroll to receive recurring SMS/text messages from Keeper Tax. You may enroll to receive text messages about account-related news and alerts and/or marketing and promotional offers (including cart reminders) for Keeper Tax products and services. By enrolling in Keeper Tax’s SMS/text messaging service, you agree to receive text messages from Keeper Tax to the mobile phone number provided by you, and you certify that such mobile number is true and accurate and that you are authorized to enroll the designated mobile number to receive such texts. You acknowledge and agree that the texts may be sent using an automatic telephone dialing system and that message and data rates apply. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to SMS/text messages, including charges from your wireless provider. Message frequency varies. Consent is not required as a condition of purchase. To the extent permitted by Applicable Law, Keeper Tax is not responsible for any delays upon sending or receiving text messages.
You may opt-out from promotional text messages at any time. To unsubscribe from promotional text messages, text STOP, QUIT, END, CANCEL, or UNSUBSCRIBE to your bookkeeper’s number from the mobile device receiving the messages, or reply STOP, QUIT, END, CANCEL, or UNSUBSCRIBE to any promotional text message you receive from Keeper Tax. You consent that following such a request to unsubscribe, you may receive one final text message from Keeper Tax confirming your request. For help, text HELP to your bookkeeper’s number, or contact us at support@KeeperTax.com.
9. Privacy
We care about the privacy of our Users. By using the Service, you acknowledge that you have read and understood our Privacy Policy, which explains how your personal information is collected, used, disclosed, and otherwise processed by Keeper Tax. You also understand and acknowledge that your personal information is collected, used, transferred to, and processed in the United States.
10. Security
Keeper Tax cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or the security measures of our Suppliers or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
11. Third-Party Links, Information, and Services
The Service may contain links and/or access to third-party materials and services that are not owned or controlled by Keeper Tax. Further, to use the Service, you may be required to register for third-party services (such as services provided by Plaid Inc. (“Plaid”) and/or Stripe) and/or to otherwise enable various third-party services that may directly integrate with the Service (such as services provided by third-party tax return preparation software providers and Third-Party Tax Return Preparers accessed through Keeper Tax) (collectively, “Third-Party Services”). By enabling a Third-Party Service within the Service, you allow Keeper Tax to pass your log-in credentials and/or other information (e.g., tokenized authentication information) to such Third-Party Service. By using the Service, you acknowledge that different terms of use and privacy policies may apply to your use of such Third-Party Services, and you agree to be bound by such terms of use and privacy policies, including those of the Third-Party Tax Return Preparers, and by Plaid’s applicable End User Services Agreement, available at https://plaid.com/legal/#consumers. Keeper Tax does not endorse or assume any responsibility for any third-party sites or services, nor for any information, materials, products, or services (including, without limitation, Third-Party Services) available on or through third-party sites or services. If you access a third-party website or service (including, without limitation, a Third-Party Service) from the Service or share your User Content on or through any third-party website or service (including, without limitation, a Third-Party Service), you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your access to or use of such sites or services. You acknowledge that a Third-Party Service may revoke your right to access and/or authenticate to such Third-Party Service at any time. As such, Keeper Tax is not liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any Third-Party Service. Keeper Tax enables Third-Party Services merely as a convenience to Users, and the inclusion of Third-Party Services does not imply an endorsement or recommendation of them. You expressly relieve Keeper Tax from any and all liability arising from your access to and/or use of any third-party website, service, or content, including, without limitation, Third-Party Services and User Content submitted by other Users.
Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Keeper Tax will not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
12. Cooperation
If requested, you agree to diligently assist Keeper Tax in responding to requests and inquiries with respect to your User Account, User Content, and/or material or transactions associated with you or your User Account, including, without limitation, by providing us with all information and assistance we may reasonably require, and/or responding promptly and accurately to any such requests and inquiries, should we connect between you and the inquirer.
13. Release and Indemnity
You hereby release Keeper Tax from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including any other User) in connection with the Service. In addition, you waive any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY.”
You agree to defend, indemnify, and hold harmless Keeper Tax and the Suppliers and Third-Party Tax Return Preparers, and its and their respective employees, contractors, agents, attorneys, accountants, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including, but not limited to, attorneys’ fees) arising from: (a) your access to and use of the Service, including any data or content transmitted or received by you; (b) your violation of any term of these Terms, including, without limitation, your breach of any of the representations and warranties herein contained; (c) your violation of any third-party right, including, without limitation, any right of privacy or Intellectual Property Right; (d) your violation of any Applicable Law; (e) User Content or any content that is submitted via your User Account, including, without limitation, misleading, false, or inaccurate information; (f) your willful misconduct; or (g) any other party’s access to and/or use of the Service with your credentials. Keeper Tax reserves the right, in its sole discretion and at its expense, to assume the exclusive defense and control of any such claims, in which case, you agree to cooperate as reasonably requested by Keeper Tax in the defense of such claims.
14. No Warranty
The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by Applicable Law, the Service, the Keeper Tax Content, and any other information available on or through the Service are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Keeper Tax or through the Service will create any warranty not expressly stated herein. Without limiting the generality of the foregoing, Keeper Tax and its Suppliers do not warrant that the Keeper Tax Content or any other information contained in or provided by the Service are accurate, comprehensive, reliable, useful, or correct; that the Service will meet your requirements or satisfy or ensure compliance with any legal obligations or Applicable Law; that the Service will be available at any particular time or location, uninterrupted, or secure; that any defects or errors in the Service will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk, and you will be solely responsible for any damage to your computer system(s) or mobile device(s) or for loss of data that results from such download or from your use of the Service.
Keeper Tax is not responsible for your financial and/or tax-related decisions, nor for any damages or other losses resulting from the reliance on or use of information provided by Keeper Tax, its Suppliers and/or through access to or through the use of the Service. Further, Keeper Tax does not warrant, endorse, guarantee, recommend, or assume responsibility for any product or service advertised or offered by any third party through the Service or any hyperlinked website or service, and Keeper Tax will not be a party to, or in any way monitor, any transaction between you and third-party providers of products or services.
Federal law and some states, provinces, and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. These Terms give you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers and exclusions under these Terms will not apply to the extent prohibited by Applicable Law.
15. Limitation of Liability
To the maximum extent permitted by Applicable Law, in no event will Keeper Tax or the Suppliers or Third-Party Tax Return Preparers, or its or their respective employees, contractors, agents, attorneys, accountants, officers, or directors, be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, or data, or other intangible losses, arising out of or relating to the use of, or inability to use, the Service, and/or to the Keeper Tax Content or any other information contained in the Service. Under no circumstances will Keeper Tax be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of the Service or your User Account or the information contained therein.
To the maximum extent permitted by Applicable Law, Keeper Tax assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content (subject to Section 7.7); (b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Service; (c) any unauthorized access to or use of the servers running the Service and/or any and all personal information stored therein; (d) any interruption or cessation of transmission to or from the Service; (e) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service by any third party; (f) subject to Section 7.7, any errors or omissions in any Keeper Tax Content, or any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (g) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event will Keeper Tax or the Suppliers or Third-Party Tax Return Preparers, or its or their respective employees, contractors, attorneys, accountants, agents, officers, or directors, be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to Keeper Tax hereunder during the twelve (12) months preceding the date on which the liability arose or $50.00, whichever is greater.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Keeper Tax has been advised of the possibility of such damage.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. These Terms give you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by Applicable Law.
16. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
16.1 Governing Law. You agree that: (a) the Service will be deemed solely based in Delaware; and (b) the Service will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms will be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law governing these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by Applicable Law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue will be resolved under and governed by the law of the U.S. state where you reside or the jurisdiction mutually agreed upon in writing by you and us. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our Intellectual Property Rights or other proprietary rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Agreement below is found to be unenforceable.
16.2 Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM KEEPER TAX. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and Keeper Tax that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Service, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Service; or (d) any other aspect of your relationship or transactions with Keeper Tax, directly or indirectly, as a consumer (each, a “Claim,” and, collectively, “Claims”). This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after your agreement to these Terms.
If you are a new User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing Keeper Tax at support@KeeperTax.com with your full, legal name and stating your intent to opt-out of this Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding controlling law or the courts in which any disputes must be brought.
For any Claim, you agree to first contact us at support@KeeperTax.com and to attempt to resolve the Claim with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by the American Arbitration Association (“AAA”) before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. county where you reside or Sussex County, Delaware, unless you and Keeper Tax agree otherwise. You acknowledge and understand that, depending on the kind of User you are, either (i) each of you and us will be responsible for paying any AAA filing and administrative and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, or (ii) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys’ fees, and your reasonable costs for expert and other witnesses; and you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this would not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and Keeper Tax agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are, or any provision of these Terms is, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.
Nothing in this Arbitration Agreement will be deemed as: preventing Keeper Tax from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights, or other proprietary rights; or preventing you from asserting claims in small claims court, provided that your claims qualify, and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Agreement, which will remain in force, or on the parties’ ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.
16.3 Class Action/Jury Trial Waiver. REGARDLESS OF THE TYPE OF USER YOU ARE, INCLUDING WHETHER YOU ARE A NATURAL PERSON OR AN ENTITY, ANY CLAIM MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND KEEPER TAX AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND KEEPER TAX FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND KEEPER TAX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.
17. California Residents. The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting it in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
18. E-Sign Consent
PLEASE READ THIS SECTION CAREFULLY AND PRINT OR SAVE A COPY FOR FUTURE REFERENCE TO VERIFY THAT YOU CAN KEEP THIS TYPE OF ELECTRONIC RECORD.
This Section 18 (the “E-Sign Consent”) is a legally binding agreement between Keeper Tax and you and is fully incorporated into these Terms. In connection with the Service, we may choose to provide certain Records (as defined below) to you in electronic form and obtain your electronic signature in connection with those Records. If you withdraw your consent to receive Records in electronic form, you may be ineligible to use or obtain the Service.
18.1 Records to Be Provided in Electronic Form. The “Records” covered by this E-Sign Consent include, but are not limited to, all documents, communications, contracts, statements, notices, authorizations, and disclosures arising from or relating to your use or attempted use of the Service, now and in the future. We reserve the right to decide which Records to provide electronically and when to request your electronic signature for those Records.
As part of your use of the Service, you are entitled by law to receive certain information “in writing.” All Records from us to you, whether in electronic or paper format, will be considered “in writing.” You acknowledge and agree that your consent to Records is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act (the “Act”), and that you and we both intend that the Act apply to the fullest extent possible to validate our ability to conduct business with you by electronic means.
18.2 Scope of Your Consent. By agreeing to this this E-Sign Consent, you represent that you reviewed this E-Sign Consent and verified that you can print or save a copy of it for your records. You hereby give your express consent to receive, view, and electronically sign the Records we display on any website, through any web browser, or in any software application (including any application for mobile or handheld devices), you agree that the electronic Records we send to your designated email address may include Records displayed in the email message, attached to it, or displayed when you select links included in the message. When a Record is electronically displayed on your computer or your mobile or handheld device, you agree that your electronic signature for the Record may include clicking displayed buttons, selecting displayed boxes, typing your name in a designated field or otherwise selecting an electronic facsimile signature for the field, sending an email reply to a message transmitted to your designated email address, or taking other affirmative actions described when you view an electronic Record displayed on your computer or your mobile or handheld device. Your consent for our use of electronic Records and signatures will be effective unless you withdraw it in the manner described below.
18.3 How to Withdraw Consent. If you wish to withdraw your consent to receive Records electronically, you may do so by contacting us at support@KeeperTax.com. However, once you have withdrawn your consent, you may be ineligible to use or obtain certain parts of the Service.
18.4 Request for Paper Records. If, after you have consented to receive Records electronically, you would like to receive a paper copy of a Record we previously made available to you, you may request a copy by contacting us at support@KeeperTax.com. We will send your paper copy to you by U.S. mail, at $2.00 per page. A request for a paper copy of any Record will not be considered a withdrawal of your consent to receive Records electronically.
18.5 Changing your Contact Information. It is your responsibility to provide us with a valid phone number, email address, and other information we may request from time to time, and to maintain and update promptly any changes to this information. You understand and agree that if we send you an electronic Record, but you do not receive it because your valid phone number or email address or other contact information is incorrect, out of date, or blocked by your service provider, or because you are otherwise unable to receive electronic Records, we will be deemed to have provided the Record to you. Your use of a spam filter that blocks or re-routes emails from senders not listed in your email address book may impact your ability to receive Records. Therefore, you may be required to add Keeper Tax to your email address book to be able to receive the Records we send to you.
18.6 Hardware and Software Requirements. To access, view, and retain electronic Records that we make available to you, you must have:
(a) access to the Internet;
(b) an email account and related software capable of receiving email through the Internet;
(c) supported web browsing software (the most recent version of Google Chrome, Mozilla Firefox, Microsoft Edge, or Apple Safari);
(d) software that allows you to view and print or save PDF documents, such as Adobe Reader or similar software;
(e) hardware capable of running the software described above; and
(f) a printer or long-term storage device that allows you to print or save electronic Records for future reference.
If you are obtaining the Service electronically via a mobile or handheld device (such as a smart phone or tablet), in addition to the above requirements, you must have software on your device that allows you to print and save the Records presented to you. This software can typically be found in the device’s “app store.” If you do not have these capabilities on your device, please obtain the Service through a device that provides these capabilities.
18.7 Termination/Changes. We reserve the right, at our sole discretion, to discontinue the provision of your electronic Records, or to terminate or change the terms and conditions on which we provide electronic Records. We will provide you with notice of any such termination or change, as required by Applicable Law.
18.8 Consent. By agreeing to these Terms (or by otherwise taking an affirmative action indicating your agreement to this E-Sign Consent), you agree that: (a) you have received, read, and agree to all of the terms of this E-Sign Consent; and (b) you consent to your and our use of electronic Records and signatures in connection with the Service.
19. General
19.1 Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Keeper Tax without restriction. Any attempted transfer or assignment in violation hereof will be null and void.
19.2 Notification Procedures and Changes to these Terms. Keeper Tax may provide notifications, whether such notifications are required by Applicable Law or are for marketing or other business related purposes, to you via email notice, or written or hard copy notice, or through posting of such notice on the Site(s), as determined by Keeper Tax, in its sole discretion. Keeper Tax reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as described in these Terms. Keeper Tax is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Keeper Tax may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of the terms of these Terms or to any future Terms of Use, do not access or use (or continue to access or use) the Service.
19.3 Entire Agreement/Severability. These Terms, together with any amendments and any additional agreements you may enter into with Keeper Tax in connection with the Service, will constitute the entire agreement between you and Keeper Tax concerning the Service. Except as otherwise stated in the Arbitration Agreement, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.
19.4 No Waiver. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or of any other term, and Keeper Tax’s failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.
19.5 Contact. If you have any questions, comments, or concerns regarding these Terms or the Service, please contact us at support@KeeperTax.com or via mail at 333 Hayes St, San Francisco, CA 94102.
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