USER AGREEMENT

Taxonics Platform

Taxonics, Inc. provides a platform that encompasses a variety of: (a) the software as a service that we make available via our online platform or websites, currently titled and referred to as Taxonics Protect®; and (b) other services and deliverables that we provide, including the deliverable Taxonics Inform®; each a part of the and collectively referred to as the “Taxonics Platform”.

This is an agreement between you, the individual or business entity (“you”) and Taxonics, Inc. or one of its subsidiaries, affiliates or related companies, including without limitation Cavalry Real Estate Advisors, LLC and (collectively referred to in these provisions as “Taxonics”, “Taxonics Parties”, “we”, “our”, or “us”). When you use any offering within the Taxonics Platform, you enter into a binding contract with us. Therefore, we ask that you please carefully read this End User License Agreement (“EULA”) before using a product, service or other offering of the Taxonics Platform. If you do not agree with the terms of this EULA, please do not use the respective Taxonics Platform software or service offering.

If you are an individual acting on your company’s or client’s behalf, you represent and warrant that you are authorized to act on their behalf, you accept these provisions on their behalf, and the term “you” will refer to you, your company or your client.

The following definitions apply to both Section A and Section B:

• Software: The term “Software” shall mean the proprietary platform, currently referred to or titled as “Taxonics Protect®” and any hosting services, updates, changes, amendments, and other inclusions, for which you have purchased a valid license, and any accompanying documentation. Software shall also expressly mean and refer to (i) the Software’s related internet-based components; (ii) any updates or maintenance releases that we may provide or make available for the Software; (iii) written materials relating to the operation and use of the Vendor Software including, but not limited to, user manuals, user guides, technical manuals, release notes, and online help files; and (iv) proprietary software applications and user interfaces that are made available to you.
• Services and Deliverables: The term “Service” or “Services” as used in this EULA shall include any services you decide to purchase or use in connection with your use of the Software, including without limitation the deliverable currently titled “Taxonics Inform®” and any updates, changes, amendments, and other inclusions to Taxonics Inform®.

SECTION A: GENERAL TERMS & CONDITIONS

Agreement to These Terms

To access and/or use any offering of the Taxonics Platform, you acknowledge and agree:

• To the terms and conditions of this EULA, which include:
• The Taxonics Privacy Statement;
• The current version of the terms set out in Section A and Section B; and
• Any additional provisions and conditions provided separately to you for your use of the Taxonics Platform, which may include terms and conditions from third parties (which we refer to as “Additional Terms”);
• You are above the age of majority in your state of residence;
• You are capable of agreeing to the terms of this EULA and forming a binding contract with Taxonics;
• You are not a person who is prohibited from receiving any offering of the Taxonics Platform under the laws of the U.S. or any other applicable jurisdiction; and

Arbitration

This EULA includes an agreement to resolve any disputes through binding arbitration or small claims court and includes a class action waiver and a requirement to engage with Taxonics to try to resolve your dispute before arbitration can be initiated. (See “Disputes” below.) The provisions also contain important disclaimers, warranties and limitations on liability. If you do not agree with the mandatory arbitration provision, class action waiver or any other provisions in this EULA, please do not use the Taxonics Platform. For additional details, please see the “Disputes” section below.

Your Information

You agree that Taxonics may use and maintain your personal or confidential information according to the Taxonics Privacy Policy and any changes published by Taxonics.

You hereby represent and warrant that you own or lawfully represent, have control, or have authority to represent or control any property for which you input on the Taxonics Platform or for which you obtain information from the Taxonics Platform.  You further represent and warrant that you have complied with all applicable laws and received the proper authority or consent to allow us to collect and process any information we collect, in accordance with the Taxonics Privacy Policy. You further agree that any sharing of personal information among Taxonics Parties is contemplated as part of the Taxonics Platform. You agree such sharing does not constitute a “sale” of information as defined under the CCPA.

Changes

We may modify the provisions of this EULA at any time. We may notify you of such modifications by posting through the Taxonics Platform or on our website or by other means. It is important that you review this EULA whenever we modify it because your continued use of the Taxonics Platform indicates your agreement to the modifications. We may modify, suspend or discontinue the Taxonics Platform at any time. You agree that we will not be liable to you or any third party for any modification, suspensions or discontinuance of the Taxonics Platform.

In some cases, you may need to accept changes to this EULA to continue using the Taxonics Platform. If you do not agree to the changes, you must stop using the Taxonics Platform and terminate your account.

Your Rights to Use Software or Services of the Taxonics Platform

During the Term of this Agreement, you are granted the nontransferable, nonexclusive worldwide right to permit use the Taxonics Platform, solely for your own internal business operations, provided such internal business operations shall not include commercial time-sharing, rental, outsourcing, service bureau or similar use. For purpose of this license grant, “you” shall include any outsourced or other third-party consultants or similar personnel supporting you as part of your typical business practices, acting under your direction and for whom you are fully responsible hereunder.

You acknowledge and agree that the license granted is not a concurrent user license and that the rights granted to you in this Agreement are subject to all of the following agreements and restrictions: (i) the maximum number of users that Taxonics authorizes to access the Taxonics Platform shall not exceed the number of licenses you have been granted; (ii) licenses cannot be shared or used by more than one individual; (iii) you shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make any part of the Taxonics Platform available to any third party; (iv) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Taxonics Platform, or access the Taxonics Platform in order to build a similar or competitive product or service; (v) you shall not create Internet “links” to the Taxonics Platform or “frame” or “mirror” any part of the Taxonics Platform, including any content contained in the Taxonics Platform, on any other server or device; (vi) except as expressly stated herein, no part of the Taxonics Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (vii) you agree to make every reasonable effort to prevent unauthorized third parties from accessing the Service; (viii) you acknowledge and agree that Taxonics Parties shall own all right, title and interest in and to all intellectual property rights in the Taxonics Platform, expressly including without limitation any suggestions, enhancement requests, feedback, or recommendations provided by you relating to the Taxonics Platform, including all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof; (ix) unauthorized use, resale or commercial exploitation of any part of the Taxonics Platform in any way is expressly prohibited; (x) you do not acquire any rights in the Service or Materials, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to you are reserved by Taxonics Parties; and (xi) this Agreement is not a sale and does not convey any rights of ownership in or related to the Taxonics Platform. You acknowledge and agree that such Taxonics Platform is licensed, not sold.  You are expressly prohibited from reselling any portion of the Taxonics Platform at any time.

Proprietary Rights

You acknowledge and agree that the Taxonics Platform and any necessary software used in connection with the Taxonics Platform contain proprietary and confidential information that is protected by applicable intellectual property and other laws.  You further acknowledge and agree that the content or information presented to you through the Taxonics Platform is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.  Except where expressly provided otherwise by Taxonics, nothing in the Taxonics Platform, or the Agreement shall be construed to confer any license or any intellectual property rights to you (or your third party manufacturer’s, author’s, developer’s, vendor’s, and service provider’s (“Third Party Vendors”)), whether by estoppel, implication, or otherwise.  Without limiting the generality of the foregoing, any names or trademarks related to the Taxonics Platform and other Taxonics service marks, logos and product service names are marks of Taxonics Parties (the “Taxonics Marks”).  You agree you shall not display or use the Taxonics Marks, or the marks of any Third Party Vendor, in any manner without the owner’s express prior written permission.  Taxonics reserves the right to subcontract any or all services provided hereunder to third parties.

Beta Features and Modifications

We may include new and/or updated pre-release and trial features in the Taxonics Platform and such features are provided as-is. You must follow additional rules or restrictions that we may place on their use.

Taxonics reserves the right at any time and from time to time to modify, temporarily or permanently, the Taxonics Platform (or any part thereof).  You acknowledge and agree that Taxonics reserves the right to discontinue offering the Service.  You acknowledge and agree that Taxonics will not be liable to you or any third party for any modification or discontinuance of the Taxonics Platform.

Account

You are requited to sign up for an account to use the Taxonics Platform. We may need to verify your identity, and you authorize us to collect information from you to do so. You may be unable to use the Taxonics Platform if you do not provide this information or we cannot verify your identity. If you believe that your account information or the device that you use to access the Taxonics Platform has been lost or stolen, or that someone is using your account without your permission, you must notify us immediately.

You are responsible for securely managing your password(s) for the Taxonics Platform and contacting Taxonics if you become aware of any unauthorized access to your account. From time to time, we may update the Taxonics Platform, including with tools, utilities, improvements or third party applications. You agree to receive these updates.

Payment and Cancellations

We require payment of fees for use of the Taxonics Platform (or certain portions of the Taxonics Platform), and you agree to pay such fees. If you registered for a trial, you may need to purchase the Taxonics Platform before the trial ends in order to retain access to any content provided to, or created through, the Taxonics Platform.

Payments will be billed in U.S. dollars, and your account will be charged upon purchase and when you provide your payment information, unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current and complete, we may suspend or terminate your account. If you do not notify us of updates to your payment information, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

Payments shall be non-refundable.

Professional Advice; Third Party Products and Services

From time to time, we may offer specific functionality in the Taxonics Platform that provide you with the opportunity to seek professional advice, for example, the ability to speak with an expert.  Taxonics does not provide legal, financial, accounting, tax, health care, insurance, real estate or other professional service or advice, and you should consult with professionals for advice prior to making important decisions in these areas.  Any and all information by Taxonics or on the Taxonics Platform is provided for promotional or informational purposes only and is not to be relied upon as a professional opinion whatsoever. This includes all Deliverables and digital content, including but not exhaustive of, email, blog, podcasts, events, any and all social media, webinars and other content whether or not they are available for purchase, as resources or education and information only. All content mentioned does not constitute professional advice and is not guaranteed to be accurate, complete, reliable, current or error-free. By using the Taxonics Platform, you accept and agree that following any information or recommendations provided therein and all channels of digital content is at your own risk.

The Taxonics Platform may include information about or offers for third-party services or products or allow you to access or connect your account to third-party services or products. Taxonics does not warrant, and is not responsible for, the services and products or claims made about them, or the actions or inactions of any third party. You must review and comply with the third-party’s separate terms and/or agreements. Taxonics may be compensated by those third parties, which could impact whether, how and where the services and products are displayed.

Content and Data

You are solely responsible for anything you write, submit, receive, share and store or any data you input into the Taxonics Platform, excluding personally identifiable information, which is governed by the Taxonics Privacy Policy (collectively, your “Content”) Content includes, but is not limited to, data, information, materials, text, graphics, images, audio or video that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Taxonics Platform. You have no obligation to provide any content to the Taxonics Platform, and you’re free to choose the content that you want to provide. You acknowledge certain functionality in the Taxonics Platform may be dependent on the provision of Content and may not be available without such Content.

You hereby warrant and agree that the Content you submit is accurate and complete, and that it is not inappropriate, erroneous, defamatory, libelous, slanderous, obscene, or profane.  Taxonics expressly reserves the right to remove or delete any Content that violates this provision.  You understand and agree that errors, omissions, inaccuracies, or incomplete Content will impact the Taxonics Platform, and any results, information, or other deliverables provided to you by Taxonics.

Your Content remains yours, which means that you retain any intellectual property rights that you have in your Content. By sharing your Content on the Taxonics Platform, you hereby grant Taxonics a license to use your Content, as described in more detail below.

To the extent your Content is protected by intellectual property rights, you hereby grant to Taxonics a perpetual, irrevocable, worldwide, nonexclusive, and royalty free license to use your Content. Taxonics expressly retains the right to modify, amend, host, reproduce, distribute, communicate, sublicense, and use your Content; publish or publicly display your Content, if you’ve made it visible to others; and modify and create derivative works based on your Content, such as reformatting or translating it.

This license lasts for as long as your Content is protected by intellectual property rights.

Taxonics expressly reserves the right to collect, derive or generate de-identified and/or aggregated data regarding your usage of or the performance of the Taxonics Platform, including data derived from your Content. Taxonics will own all such data and may use this data without restriction, including, but not limited to, operating, analyzing, improving, or marketing Taxonics’ products and services, including the Taxonics Platform.

As between you and Taxonics, Taxonics and its licensors retain all rights, title, or interest in and to the Taxonics Platform, except for the rights granted to you.

You understand and agree that the technical processing and transmission of your information and Content is fundamentally necessary to your use of the Taxonics Platform.  You expressly consent to Taxonics’ interception and storage of communications and Content, and you acknowledge and agree that submission of Content and communications will involve transmission over the internet, and over various networks, only part of which may be owned and/or operated by Taxonics or other third parties.  You acknowledge and agree that changes to your Content may occur in order to conform and adapt such data to the technical requirements of connecting networks or devices.  You further understand and agree that your communications and Content may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means.  You expressly warrant and agree that Taxonics is not responsible for any communications or Content which are lost, altered, intercepted, or stored without authorizations during the transmission of any data whatsoever across networks.

Prohibited Uses

Taxonics does not condone or support any activity that is illegal, violates the rights of others, harms, or damages Taxonics’ reputation or could cause Taxonics to be liable to a third party. Thus, you may not use the Taxonics Platform to:

• Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines;
• Post, distribute, reproduce, engage in or promote or transmit Content that is or may be illegal, deceptive or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable or infringing;
• Transmit any virus, trojan horse or other disruptive or harmful software or data;
• Send any unsolicited or unauthorized advertising, such as spam;
• Impersonate or misrepresent your affiliation with Taxonics;
• Resell, license or provide free or unauthorized access to the Taxonics Platform or make the Taxonics Platform available on any file-sharing, virtual desktop or application hosting service;
• Reproduce, duplicate, modify, copy, sell, trade, lease or rent the Software, except as otherwise authorized by Taxonics;
• Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau or other arrangement;
• Attempt to reverse engineer, decompile or disassemble in any way the Taxonics Platform (in part or in whole);
• Use any part of the Taxonics Platform to construct a competing platform or services;
• Engage in unauthorized access, monitoring, interference with or use of the Taxonics Platform or third party accounts, information (including personal information), computers, systems or networks, including scraping or downloading content that doesn’t belong to you;
• Use the Taxonics Platform for general archiving or back-up purposes; or
• Encourage or enable any other individual to do any of the above or otherwise violate this EULA.

Taxonics may terminate your use of the Taxonics Platform based on our reasonable suspicion that your activities, business, or products are objectionable or promote, support or engage in any of the prohibited uses described above.

Taxonics may (but has no obligation to) monitor the use of the Taxonics Platform or Content and may edit or remove any Content. We may disclose any information necessary to satisfy our legal obligations, protect Taxonics or its customers or operate the Taxonics Platform properly.

Termination

Subject to any specific terms in Section B below or any specific order or payment terms for the specific product or service you purchase a right to use, this EULA is effective for as long as you access the Taxonics Platform and shall remain in full force and effect regardless of whether you cancel your account or Taxonics terminates this EULA (or your account). Taxonics may terminate this EULA (and your account) or suspend any part of the Taxonics Platform at any time in our discretion.  In the event Taxonics discontinues or modifies any part of the Taxonics Platform, you shall not be entitled to a refund or pro-rate of any fees that you have already paid.

Effect of Termination

Upon expiration of your subscription or cancellation of your account, or Taxonics’s termination of your account or this EULA, you must immediately stop using any part of the Taxonics Platform and pay all fees for the Taxonics Platform used. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund. The license to Software granted under this EULA will automatically terminate, with or without notice from Taxonics, if you breach any term of this EULA. Upon termination, you must promptly destroy or return to Taxonics all copies of the Software in your possession or control.

Survival

The following Sections will survive any suspension, termination, discontinuation or cancellation of the Taxonics Platform (in part or in whole) or your account: “Your Information,” “Your Rights to Use Software or Services of the Taxonics Platform,” “Proprietary Rights,” “Payment and Cancellations” (with respect to fees due and unpaid), “Content and Data,” “Effect of Termination,” “Disclaimers,” “Limitation of Liability,” “Indemnity Obligations,” “Disputes” and “General Terms (Miscellaneous).”

Taxonics Communications

In order to properly support and serve you, we occasionally need to reach out and contact you and may do so in a variety of ways such as via text message, email or messaging functionality in the Taxonics Platform. We want to provide you options for receiving communications from us, and as such, you may opt in or opt out of receiving marketing communications from us or sign up to receive certain kinds of messages from us, depending on the Taxonics Platform. You will need to notify us of any changes to your contact details to ensure your preferences are updated. We reserve the right to contact you regarding transactional communications and critical notices regardless of whether you opt out of receiving marketing communications.

Disclaimers

The only warranties we make about Software, Deliverables, Services, and the Taxonics Platform are: (i) stated in this EULA; or (ii) as provided under applicable laws. Software, Deliverables, Services and the Taxonics Platform are otherwise provided “as-is,” and we do not make any other warranties about them. Unless required by law, we do not provide implied warranties, such as the implied warranties of merchantability, fitness for a particular purpose, data loss, non-infringement, or any warranties with respect to the accuracy, reliability or availability of any content (including any Content) or information made available in any part of the Taxonics Platform. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to sixty (60) days from the date of purchase or delivery of an Taxonics Platform offering (that is, the specific Software or Service that is applicable to you), whichever is sooner.

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE TAXONICS PARTIES WILL NOT BE HELD LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY INCLUDING WITHOUT LIMITATION THOSE ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE PLATFORM, OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE PLATFORM OR DELIVERABLES, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY UNAUTHORIZED USE OF THE PRODUCT.

IF YOU DOWNLOAD ANY CONTENT FROM THE PLATFORM, YOU DO SO AT YOUR OWN DISCRETION AND RISK. NONE OF THE TAXONICS PARTIES SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM, RELATING TO OR RESULTING FROM THE PLATFORM, THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE ANY OF THE FOREGOING. THESE LIMITATIONS OF LIABILITY INCLUDE DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR TRANSMISSIONS AND DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES.

NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE, CUMULATIVE LIABILITY OF THE TAXONICS PARTIES FOR ANY AND ALL REASONS TO ANY PARTY FOR DAMAGES, DIRECT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT, THESE TERMS OF USE, OR A SEPARATE LICENSE AGREEMENT EXCEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO TAXONICS UNDER THE RELEVANT LICENSE AGREEMENT BETWEEN THE RELEVANT TAXONICS CLIENT AND TAXONICS DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE, REGARDLESS OF THE CAUSE OR FORM OF ACTION OR $100, WHICHEVER IS LESS. RECOVERY OF THIS AMOUNT SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR THE TAXONICS CLIENT OR ANY OTHER PARTY FOR ANY APPLICABLE DAMAGES.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY OF THE TAXONICS PARTIES BE HELD LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ANY OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF, BASED ON, OR RESULTING FROM, OR IN CONNECTION WITH THE PRODUCT, THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE ANY OF THE FOREGOING, EVEN IF TAXONICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSION OF DAMAGES IS INDEPENDENT OF THE EXCLUSIVE REMEDY DESCRIBED ABOVE AND SURVIVES IN THE EVENT SUCH REMEDY FAILS.

NONE OF THE TAXONICS PARTIES SHALL HAVE ANY LIABILITY FOR ANY DAMAGES RESULTING FROM ANY FAILURE TO PERFORM ANY OBLIGATION HEREUNDER OR FROM ANY DELAY IN THE PERFORMANCE THEREOF DUE TO CAUSES BEYOND TAXONICS’S CONTROL, INCLUDING, WITHOUT LIMITATION, INDUSTRIAL DISPUTES, ACTS OF GOD OR GOVERNMENT, PUBLIC ENEMY, WAR, FIRE, OTHER CASUALTY, FAILURE OF ANY LINK OR CONNECTION WHETHER BY COMPUTER OR OTHERWISE, OR FAILURE OF TECHNOLOGY OR TELECOMMUNICATIONS OR OTHER METHOD OR MEDIUM OF STORING OR TRANSMITTING THE PRODUCT.

THESE FOREGOING LIMITATIONS APPLY WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE TAXONICS PARTIES WERE NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN TAXONICS AND YOU. THE PRODUCT WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TAXONICS THROUGH THE PRODUCT TAXONICSTE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

Indemnity Obligations

You will defend, indemnify, and hold harmless the Taxonics Parties for any losses, damages, judgments, fines, costs and expenses (including legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Taxonics Platform or violation of this EULA. Taxonics reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by Taxonics in the defense of any claims.

Disputes

You and Taxonics agree that any dispute, claim or controversy arising out of or relating in any way to the Taxonics Platform, the Software, THE DELIVERABLES, the Services, or this EULA, INCLUDING ANYTHING RELEATED TO TAXONICS PROTECT OR TAXONICS INFORM (a “Claim”) will be determined by binding arbitration, instead of in courts of general jurisdiction.

You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision and that you and Taxonics are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this EULA and/or the termination of your use of the Taxonics Platform (in part or in whole).

If you elect to seek arbitration, you must first send to Taxonics a written Notice of your Claim (“Notice of Claim”). The Notice of Claim to Taxonics should be sent to us at 800 W Broad Street #7005, Falls Church, VA 22046, with a copy to Halm Jenkins PLLC at [email protected]. The Notice of Claim should include both the mailing address and email address you would like Taxonics to use to contact you. If Taxonics elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by Taxonics, must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific amount of damages or other relief sought.

You and Taxonics agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Taxonics therefore agree that, after a Notice of Claim is sent but before either you or Taxonics commence arbitration against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this EULA. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference.

If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or Taxonics may commence an arbitration proceeding by filing a Demand for Arbitration. You agree that you may not commence any arbitration unless you and Taxonics are unable to resolve the claim within sixty (60) days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with Taxonics during that time. Any arbitration hearings will take place in Falls Church, Virginia.

The arbitrator will be either: (i) a retired judge or (ii) an attorney specifically licensed to practice law in the Commonwealth of Virginia and will be selected by the parties from the AAA’s National Roster of arbitrators. The arbitrator will be selected using the following procedure: (i) the AAA will send the parties a list of five candidates meeting this criteria; (ii) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (iii) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (iv) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by this EULA. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.

The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and an Taxonics company representative shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding with prejudice, unless you show good cause as to why you were not able to attend the conference.

If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose, then you shall be responsible for the fees and expenses incurred by Taxonics, including its attorneys’ fees.  You fully understand and agree that the limitation of liability applies to any arbitration proceeding.

You and Taxonics agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, the arbitrator may not consolidate any other person’s Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If Taxonics believes that any Claim you have filed in arbitration is inconsistent with the limitations in this paragraph, then you agree that you shall be responsible for paying the fees, expenses, and costs, including reasonable attorneys’ fees, incurred by Taxonics.

General Terms

Governing Law

The laws of the Commonwealth of Virginia govern this EULA and any disputes that may arise. Virginia law and the Federal Arbitration Act will govern all disputes arising out of or relating to the Taxonics Platform, this EULA and any Additional Terms, regardless of conflict of laws rules.

Global Trade and Export Restrictions

You agree that you and anyone who uses the Taxonics Platform are not prohibited from using the Taxonics Platform under the laws and regulations of the U.S. or other applicable jurisdiction. For example, you are not on the U.S. Treasury Department’s list of Specially Designated Nationals or any other similar prohibition. You acknowledge that the Taxonics Platform may be subject to restrictions under applicable U.S. export control laws and regulations. You agree that you will comply with these export control and sanctions laws and regulations and will not transfer or provide any part of the Taxonics Platform, in violation of these laws and regulations, directly or indirectly.

Waiver

Taxonics’s failure to act or enforce any of its rights does not constitute a waiver of any of our rights. Any waiver by Taxonics of any of the provisions in the EULA must be made in writing and signed by a duly authorized officer of Taxonics.

Assignment

Taxonics may assign this EULA to any party at any time without notice to you. You may not assign your rights under this EULA, by operation of law or otherwise, without our consent. Any attempts to do so without our consent will be void.

Severability

If any provision of this EULA is unlawful, void or unenforceable for any reason, then that provision will be severed, and the remaining provisions will remain in full force and effect.

Contact Information

If you have any questions about the Taxonics Platform or this EULA, please contact us at [email protected]

Section B: Software and Services Terms

ADDITIONAL TERMS AND CONDITIONS FOR THE SOFTWARE

Your license to use the Software provided by Taxonics is subject to the Section A terms above (“Section A Terms”) and these Additional Terms and Conditions (“Section B Terms”) which govern your use of the Software, Deliverables, Services and Third-Party Services indicated below.

These Section B Terms are specifically subject to the Section A Terms “Disclaimers,” “Limitation of Liability,” “Indemnity Obligations,” “Disputes” and “General Terms (Miscellaneous).”

Capitalized terms not otherwise defined below have the meanings provided in the Section A Terms.

1. Supplemental License Grant and Restrictions.
   1. In addition to the license to Software in the Section A Terms, including without limitation those set forth in the Sections entitled “Your Rights to Use Software or Services of the Taxonics Platform,” “Proprietary Rights,” you agree that you may only use the Software only for purposes of understanding rights you may have regarding real estate tax assessment with property you own or control.
   2. Any software that is delivered by electronic transmission shall be deemed delivered on the date that Taxonics makes such program available for use. The Software is protected by copyright, trade secret, and other intellectual property laws.
   3. Additional Restrictions. In addition to the restrictions in the Section A Terms:
      1. You are not licensed or permitted under this EULA to do any of the following: (i) allow any other person to use the Software or the Deliverables; (ii) rent, loan, resell, share, distribute or redistribute a copy of the Software to any other person or entity; (iii) make the Software available on any file-sharing or application hosting service; (iv) electronically send the Software or Deliverables to any other person or company; (v) copy the printed materials or user documentation accompanying the Software other than as necessary to support the uses permitted above; (vi) use the Software for any commercial purpose; or (vii) use any part of the Software or Deliverables to create a new or competing product. Any person or company who received the Software through any of the foregoing prohibited methods, or through any method other than purchasing a license for this Software from Taxonics or an Taxonics authorized retailer, is not authorized to use such Software.
      2. You shall not, and shall not permit any users of the Software or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Taxonics or could subject Taxonics to liability to third parties, including: (i) interference with others’ use of the Software or any system or network, including mail bombing, broadcast or denial of service attacks; (ii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iii) viewing or other use of any Content that, in Taxonics’s sole opinion, is prohibited under this EULA; (iv) any other activity that places Taxonics in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (v) attempting to probe, scan, penetrate or test the vulnerability of an Taxonics system or network or to breach Taxonics’s security or authentication measures, whether by passive or intrusive techniques.
   4. You agree to register your accurate and complete contact information, and regularly update, so Taxonics can notify you of updates or corrections to the Software and to obtain the benefit of any warranties or guarantees given or made by Taxonics in these Section B Terms with respect to the Software or Services. In this regard, you agree to keep Taxonics apprised promptly of any change in your email address, mailing address and/or phone number so Taxonics can notify you of such updates or corrections. Additionally, state or federal authorities may change rules, regulations, or forms after the Software is made available.
2. Privacy and Use of Your Information.
   1. At Taxonics we place the highest importance on respecting and protecting the privacy of our customers. Our most important asset is our relationship with you.  The full Taxonics privacy policy can be found here. You agree to the Taxonics Global Privacy Statement, and any changes published by Taxonics.
   2. You understand and agree that the Software may require multiple sources of information about you to confirm your identity and help ensure the security of your personal use of the Software, often referred to as “multi-factor authentication” (“MFA”). Part of the MFA identity authentication and verification process may involve Taxonics sending text message(s) containing security code(s) to your mobile phone number. You agree to receive these text message(s) from Taxonics containing security code(s) as part of the MFA process and understand you are solely responsible for any fees (including message and data rates) as well as the terms of your agreement with your mobile device and telecommunications provider.
   3. USE OF YOUR DATA. The Software is a web-enabled application. When you are connected to the Internet while using the Software, we may deliver product updates, message service information, and help content. With your lawful consent, including as obtained within the Software, we may also collect data about your use of the Software, your computer, its operating system, application software, and any peripheral hardware. This data helps us determine where the Software is most effective and what Taxonics services help you. You give Taxonics permission to combine any of this identifiable and non-identifiable information with that of other users of the Software and/or other Taxonics services.
   4. You are responsible for protecting the information on your computer such as by installing anti-virus software, updating your software, password protecting your files (Internet access required), and not permitting unauthorized third party physical or electronic access to your computer or files.
3. Additional Taxonics Services.
   1. Taxonics may provide the additional services described in this Section. For clarity, these services shall also fall within the definition of “Services” that was provided in Section A.
   2. You are responsible for obtaining, at your expense, any access to the Internet and any required equipment. Taxonics may at any time change or discontinue any aspect, availability or feature of such Services.
   3. If you import certain information from jurisdictions, participating city or county governments, financial institutions, or other third parties, or other personal financial software, business financial software, and other information, you represent and warrant that you have the right to upload such information.
   4. The Software may also include functionality designed to read data from images photographed using a mobile device. This functionality is limited to those forms or items that the Software can read. If the form or other item you photograph and submit through the Software is not supported or not otherwise readable by the Software, you may need to manually enter your data.
   5. You may be offered the ability to import data from other sources in addition to those above. You may provide us with your authorization and information to allow us to obtain your data from third parties on your behalf to use for the Software or any third-party service that you select. You represent that you have the necessary rights to grant us access to your accounts with third party services. Such third parties and their services are not affiliated with or endorsed or sponsored by us, but Taxonics may be compensated by those third parties, which could impact whether, how and where the services and products are displayed.
   6. You may speak to a Taxonics representative to obtain answers to questions (“Taxonics Assistance”). Additional fees may apply. You acknowledge and agree that Taxonics Assistance does not constitute legal or tax advice and the Taxonics representatives reserve the right to refuse to assist or advice on any particular question or situation. Taxonics, in its sole discretion and at any time, may determine that certain topics, forms and/or situations are not included as part of any Taxonics Assistance and/or services and may decline to provide such services.
   7. If you use Taxonics Assistance or any other feature or service provided by Taxonics, you agree to indemnify, defend, and hold Taxonics harmless from any liability, including but not limited to, additional tax, penalties, interest and professional fees arising from or related to such Taxonics Assistance.
   8. If a Taxonics Software version or its support is discontinued, no replacement future support or updates will be provided or made available by Taxonics for that particular Software version. You understand that discontinued Software versions (i.e., Software versions for which support and updates are no longer provided) may in the future be vulnerable to un-patched issues, including bugs, security, and other risks, and that Taxonics is not responsible for your continued use of such Software.
   9. System requirements and operating environments for use of the Software as designed, including currently-supported operating systems, database engines, browsers and other technical components are posted on the website for the Software. Notwithstanding anything above to the contrary, Taxonics will not provide (and is not in any way liable to you for) Software support for services, software, or system requirements or operating environments, including any operating system, database server or browser version, or other technical component, that is unsupported by its originating third party provider. In the event that any currently-supported services, software, system requirement or operating environment, or other technical component is discontinued or no longer supported by its provider, Taxonics will likewise discontinue its Software support for that particular service, software, system requirements, operating environment or system, database server or browser version, or other technical component.
   10. You may be made aware of or offered services, features, products, applications, online communities, or promotions provided by Taxonics (“Taxonics Offerings”). If you decide to use Taxonics Offerings, you may be subject to additional terms and conditions governing these Taxonics Offerings, which supplement, and supersede where inconsistent, the EULA, and separate fees may apply. You acknowledge that in accessing certain Taxonics Offerings through the Software you may upload or enter certain data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You hereby grant Taxonics permission to use information about your business and/or usage experience to enable us to provide the Taxonics Services to you, including updating and maintaining your data, addressing errors or service interruptions, and to enhance the types of data and services Taxonics may provide to you in the future. You also grant Taxonics permission to combine your business data, if any, with that of others in a way that does not identify you, your company or any individual personally to improve services and to compare business practices with other users. You also grant Taxonics permission to create, market or promote new Taxonics offerings based on your data.
4. Third Party Services.
   1. By accepting the terms and conditions applicable to these Third Party Services and providing your consent, you authorize Taxonics to use and disclose your information, including name and address, to the third party, for the purpose of making the Third Party Services available to you.. The terms and conditions applicable to the Third Party Services are generally found on the third party’s website. Your participation in Third Party Services indicates your acceptance of such terms and conditions for such Third Party Services. If you sign up for a Third Party Service that requires access to your information on an ongoing basis and you subsequently want us to stop making your information available to such third party, you should discontinue use of the Third Party Services
   2. The Software may contain proprietary and confidential information and creative works owned by third parties. Any use, copying, publication, distribution, display, modification, or transmission of such intellectual property owned by such third party (“Third Party”) or their licensors in whole or in part in any form or by any means without the prior express written permission of Third Party Software is strictly prohibited. Except where expressly provided by Third Party Software in writing, possession of such intellectual property shall not be construed to confer any license or rights under any intellectual property rights owned by Third Party Software or its licensors, whether by estoppel, implication, or otherwise.
5. OTHER TERMS
   1. The EULA also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Software. You must pay with one of the following: (1) a valid credit card acceptable to Taxonics; (2) a valid debit card acceptable to Taxonics; (3) sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or (4) by another payment option Taxonics provides to you in writing. Additional cancellation or renewal terms may be provided to you on the website for the Software.