BE AWARE THAT SECTION 11 (ARBITRATION AGREEMENT) CONTAINS PROVISION THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND COLUMN TAX. AMONG OTHER THINGS, SECTION 11 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 11 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 11 (ARBITRATION AGREEMENT) CAREFULLY.
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 11) WITHIN 30 DAYS IN ACCORDANCE WITH SECTION 11.10 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
SECTION 1.4 (COLUMN TAX COMMUNICATIONS) OF THIS AGREEMENT, BELOW, CONTAINS YOUR CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, LIVE CHAT FUNCTION, AND THE SERVICE’S CHATBOT (AS DEFINED BELOW).
USE OF THE SERVICE. The Service and the information and content available on the Service are protected by copyright laws throughout the world. Unless otherwise specified by Column Tax in a separate license, your right to access and use any and all of the Service is subject to this Agreement.
Access to the Service. The Service can be accessed either via the Website or via a website or mobile application operated and owned by a financial institution or other company that is a third-party partner (such financial institution or company, “Partner”) of Column Tax (“Financial Institution Service”). In order to access certain features of the Financial Institution Service, you may be required to register an account (“Account”) with the Partner. If you are a user of a Financial Institution Service, then this Agreement may be in addition to other agreements you may enter into with the Partner, including any applicable terms of service or privacy policies. Please review those carefully before registering for an Account with such Partner, as that relationship is not governed by this Agreement, and such additional agreements do not fall within the definition of the term “Supplemental Terms” provided below.
Updates. You understand that the Service is evolving. If you are a user of a Financial Institution Service, you may need to update the Partner software or mobile application from time to time in order to continue to use the Service. You acknowledge and agree that Column Tax may update the Service with or without notifying you. Any future release, update or other addition to the Service shall be subject to this Agreement. If such updates require removal of any material portions of the Service, we will provide notification to the Financial Institution Service and/or user.
Column Tax Communications. By entering into this Agreement or using the Service, you agree to receive communications from us, including via e-mail, live chat function, and the Service’s Chatbot (as defined below). Communications from us and our affiliated companies may include, but are not limited to: operational communications concerning your use of the Service, updates concerning new and existing features on the Service, communications concerning promotions ran by us or our third-party partners, and news concerning the Column Tax and industry developments. The Service include the use of an AI powered software application that responds to user requests with automated chat replies (the “Chatbot”). If you no longer wish to receive communications from us via email, you may unsubscribe from the newsletter by emailing us your intent to unsubscribe or clicking the “unsubscribe” button from our emails.
RESPONSIBILITY FOR CONTENT.
Types of Content. You acknowledge that any information, data, text, software, photographs, messages, and/or other materials accessible through the Service (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Column Tax, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Service, including information that you provide for tax filing purposes (“Tax Filing Information”) and any information that you authorize a Partner to share with Column Tax through a Financial Institution Service.
Your Tax Filing Information. By using the Service, you agree to (a) provide true, accurate, current, and complete information about yourself, your entity, your spouse, and your dependents, as applicable, as prompted by the Service via the Financial Institution Service, and (b) provide true, accurate, current, and complete Tax Filing Information whether directly into the Service or via the Financial Institution Service. If you provide any information, including Tax Filing Information, that is untrue, inaccurate, not current or incomplete, or Column Tax has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Column Tax has the right to suspend, terminate, or refuse any and all current or future use of the Service (or any portion thereof). You agree not to use a false identity, or provide Tax Filing Information on behalf of someone other than yourself, unless allowed under applicable law (e.g., joint tax filing). You agree not to use the Service if you have been previously removed by Column Tax, or if you have been previously banned from any of the Service or Financial Institution Service. The Service is solely based on the information you provide to Column Tax by uploading relevant documents and in written responses to questions and/or requests through our secure portal. You represent that all information you provide is true and accurate.
Storage. Unless expressly agreed to by Column Tax in writing elsewhere, Column Tax has no obligation to store any of your Content, including your Tax Filing Information. Column Tax has no responsibility or liability for the deletion or accuracy of any Content, including your Tax Filing Information; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain features and functionality of the Service may enable you to specify the level at which the Service restricts access to your Content, including your Tax Filing Information. In such cases, you are solely responsible for applying the appropriate level of access to your Content, including your Tax Filing Information. If you do not choose, the system may default to its most permissive setting. You agree that Column Tax retains the right to create reasonable limits on Column Tax’s use and storage of Content, including your Tax Filing Information, such as limits on file size, storage space, processing capacity, and similar limits described on the Service and as otherwise determined by Column Tax in its sole discretion.
The Service. Except with respect to any Content that you Make Available through the Service, including your Tax Filing Information, you agree that Column Tax and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and Column Tax software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the Service.
Your Content. Column Tax does not claim ownership of your Content, including your Tax Filing Information. However, when you as a user Make Available any Content on or in the Service, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including with respect to any moral rights) and/or license to use, license, or distribute, your Content, including your Tax Filing Information (in whole or in part) on a worldwide basis.
License to Your Content. Subject to any applicable Account settings that you select, you grant Column Tax a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, or modify your Content, including your Tax Filing Information (in whole or in part) for the purposes of operating and providing the Service to you.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Column Tax through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own risk and that Column Tax has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Column Tax a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Column Tax’s business.
USER CONDUCT AND CERTAIN RESTRICTIONS. As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to: (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service; (b) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form); (c) use any metatags or other “hidden text” using Column Tax’s name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy 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); (f) remove or destroy any copyright notices or other proprietary markings contained on or in the Service; or (g) take any action or Make Available any Content on or through the Service that: (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (ii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iii) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Column Tax’s prior written consent; (iv) impersonates any person or entity, including any employee or representative of Column Tax; or (v) interferes with or attempts to interfere with the proper functioning of the Service or uses the Service in any way not expressly permitted by this Agreement. Without limiting the foregoing, except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by Column Tax pursuant to this Agreement.
INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT. Column Tax may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Service and/or Content, including your Tax Filing Information, at any time. By entering into this Agreement, you hereby provide your irrevocable consent to such monitoring.
Without limiting the foregoing, Column Tax reserves the right to: (a) remove any of your Content, including your Tax Filing Information for any or no reason in our sole discretion; (b) take any action with respect to any of your Content, including your Tax Filing Information that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for the Column Tax; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if Column Tax otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement.
If Column Tax believes that criminal activity has occurred, Column Tax reserves the right to, except to the extent prohibited by applicable law and upon three (3) days’ notice to the Financial Institution Service, disclose any information or materials on or in the Service, including your Content or Tax Filing Information, in Column Tax’s possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that your Content, including your Tax Filing Information violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Column Tax, its users or the public, and all enforcement or other government officials, as Column Tax in its sole discretion believes to be necessary or appropriate.
FEES AND PURCHASE TERMS.
Payment. User has no obligation to make any payment of any kind to Column Tax under this Agreement. User may be responsible for any fees, expenses, or charges by their Financial Institution Service. Such fees, expenses, or charges are invoiced by the Financial Institution Service in its sole discretion.
WARRANTIES AND DISCLAIMERS.
Examination and Audit Support. Column Tax will provide free guidance from a tax professional to help you answer any questions from a taxing authority (i.e., the IRS or state Department of Revenue or similar agency) regarding a return that you file using Column Tax. To qualify, you must use Column Tax to file your individual federal and applicable state income tax return. You must notify Column Tax within thirty (30) days of the date you receive correspondence from the taxing authority. To request assistance, you must send a letter to 228 Park Ave S, PMB 22299, New York, New York, 10003, US or an email to email@example.com. You must include a copy of the letter received from the taxing authority with your request for assistance. Upon receipt of such a claim, Column Tax will work with a tax professional to help you understand the type of information that may be helpful in responding to the IRS or applicable taxing authority. COLUMN TAX WILL NOT BE YOUR REPRESENTATIVE OR PROVIDE ANY LEGAL ADVICE REGARDING YOUR RESPONSE.
Accuracy Guarantee. Column Tax will reimburse you for up to $10,000 of IRS or state interest and/or penalty that is imposed as the result of a computational error on a form prepared using Column Tax. If you believe that such an error occurred and you wish to seek reimbursement, you must submit a request for reimbursement via letter to 228 Park Ave S, PMB 22299, New York, New York, 10003, US or via email to firstname.lastname@example.org. Such a request for reimbursement must be submitted within thirty (30) days of the payment of interest and/or penalty and you must include (i) any correspondence assessing such interest and/or penalty, and (ii) proof that you paid the assessed interest and/or penalty. This Section 7.2 (Accuracy Guarantee) applies only to computational errors made by Column Tax; it DOES NOT apply to any errors that are the result of, among other things, any incomplete, inaccurate, or inconsistent information provided by you, any uncertain position you decide to take, your choice not to claim a deduction or credit, conflicting tax laws or guidance, or any changes to federal or state tax laws after January 1, 2023.
Maximum Refund Guarantee. Column Tax will reimburse you for up to $250 if you are able to pay less federal or state income tax or receive a larger federal or state income tax return by using another tax return preparation provider. To be eligible for such reimbursement, the difference must be solely due to calculations, not due to entering any additional information or taking any different tax positions. To be eligible for such a reimbursement, you must file your federal (and if applicable state) income tax returns using the other tax preparation provider and must submit a copy of such return within sixty (60) days of filing via letter to 228 Park Ave S, PMB 22299, New York, New York, 10003, US or via email to email@example.com. You must also provide proof of payment for the other tax preparation provider and Column Tax will reimburse you for that amount (up to $250). Column Tax reserves the right to request additional information to support your claim that the other tax preparation provider calculated a lower tax liability or larger refund amount and that any such difference was not the result of different information.
Foreign Account Reporting. The U.S. Department of Treasury imposes reporting requirements with respect to persons having certain direct and indirect interests in foreign bank accounts and/or other foreign financial assets. Failure to comply with these reporting requirements may result in substantial civil and criminal penalties. You are responsible for informing us of all foreign assets and you are responsible for filing any required foreign tax returns or required foreign account reporting, including FBAR Form 114.
As Is. EXCEPT AS SET FORTH IN SECTION 7.1 (EXAMINATION AND AUDIT SUPPORT), SECTION 7.2 (ACCURACY GUARANTEE), AND SECTION 7.3 (MAXIMUM REFUND GUARANTEE), YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. COLUMN TAX PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE.
EXCEPT AS SET FORTH IN SECTION 7.1 (EXAMINATION AND AUDIT SUPPORT), SECTION 7.2 (ACCURACY GUARANTEE), AND SECTION 7.3 (MAXIMUM REFUND GUARANTEE), COLUMN TAX PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
No Liability for Conduct of Third Parties. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES, INCLUDING WITH RESPECT TO PARTNER VIA THE FINANCIAL INSTITUTION SERVICE. YOU ACKNOWLEDGE AND AGREE THAT COLUMN TAX IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COLUMN TAX LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU UNDERSTAND THAT COLUMN TAX DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. COLUMN TAX MAKES NO WARRANTY THAT THE GOODS OR SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
LIMITATION OF LIABILITY.,
Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL COLUMN TAX PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL,, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, IN EACH CASE WHETHER OR NOT COLUMN TAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICE; (b) ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (e) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A COLUMN TAX PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COLUMN TAX PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A COLUMN TAX PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, COLUMN TAX PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO COLUMN TAX BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (b) $100; OR (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COLUMN TAX PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COLUMN TAX PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A COLUMN TAX PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COLUMN TAX AND YOU.
Indemnification. You agree to indemnify and hold Column Tax, its parents, subsidiaries, affiliates, officers, employees, agents, partners (including any Partners offering a Financial Institution Service), suppliers, and licensors (each, a “Column Tax Party”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your Content, including your Tax Filing Information; (b) your use of, or inability to use, the Service; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any other user; or (e) your violation of any applicable laws, rules or regulations. Column Tax reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Column Tax in asserting any available defenses. This provision does not require you to indemnify any of the Column Tax Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service. FROM TIME TO TIME, COLUMN TAX MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OR INDEMNIFICATION OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT COLUMN TAX’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
TERM AND TERMINATION.
Term. The Agreement commences on the date when you accept this Agreement (as described in the preamble above), and will remain in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.
Termination of Service by Column Tax. If you have materially breached any provision of this Agreement or if Column Tax is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), Column Tax has the right to, immediately and without notice, suspend or terminate any Service provided to you. You agree that all terminations for cause shall be made in Column Tax’s sole discretion and that Column Tax shall not be liable to you or any third party for any termination of your Account.
Termination by You. If you want to terminate this Agreement, you may do so by notifying Column Tax at any time. Your notice should be sent, in writing, to Column Tax’s address set forth below.
Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Service also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including your Tax Filing Information. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Service may involve deletion of your Content, including your Tax Filing Information associated therewith from our live databases. Column Tax will not have any liability whatsoever to you for any suspension or termination, including for deletion of your Content, including your Tax Filing Information. All provisions of this Agreement which by their nature should survive, shall survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
INTERNATIONAL USERS. The Service is designed to be used by users who are legal residents of the United States only, however, it may be accessed from countries around the world and may contain references to Service and Content that are not available in your country. These references do not imply that Column Tax intends to announce such Service or Content in your country. The Service is controlled and offered by Column Tax from its facilities in the United States of America. Column Tax makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.
ARBITRATION AGREEMENT. Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Column Tax and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Column Tax agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Column Tax may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Column Tax may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
Informal Dispute Resolution. There might be instances when a Dispute arises between you and Column Tax. If that occurs, Column Tax is committed to working with you to reach a reasonable resolution. You and Column Tax agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Column Tax therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Column Tax that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to firstname.lastname@example.org or regular mail to our offices located at 228 Park Ave S, PMB 22299, New York, New York, 10003, US. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
Waiver of Jury Trial. YOU AND COLUMN TAX HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Column Tax are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 12.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class and Other Non-Individualized Relief. YOU AND COLUMN TAX AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 12.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 12.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Column Tax agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of New York. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Column Tax from participating in a class-wide settlement of claims.
Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Column Tax agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Column Tax otherwise agree, or the Batch Arbitration process discussed in Section 12.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.
You and Column Tax agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 12.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.
Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 12.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 12.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 12.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 12.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 12.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Column Tax need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Column Tax agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Column Tax by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Column Tax.
You and Column Tax agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 228 Park Ave S, PMB 22299, New York, New York, 10003, US, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Invalidity, Expiration. Except as provided in the section entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Column Tax as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Column Tax makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Column Tax at 228 Park Ave S, PMB 22299, New York, New York, 10003, US, your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Column Tax will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
Third-Party Services. The Service may contain links to third-party websites and applications (collectively, the “Third-Party Services”). When you click on a link to a Third-Party Service, we will not warn you that you have left the Service, and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Column Tax. Column Tax is not responsible for any Third-Party Services. Column Tax provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Service, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Electronic Communications. The communications between you and Column Tax may take place via electronic means, whether you visit the Service or send Column Tax e-mails, or whether Column Tax posts notices on the Service or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Column Tax in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Column Tax electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Column Tax’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Force Majeure. Column Tax shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us at: email@example.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Column Tax agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in New York City, New York.
Governing Law. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
Notice. Where Column Tax requires that you provide an e-mail address, you are responsible for providing Column Tax with your most current e-mail address. In the event that the last e-mail address you provided to Column Tax is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Column Tax’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Column Tax at firstname.lastname@example.org or at the following address: 228 Park Ave S, PMB 22299, New York, New York, 10003, US. Such notice shall be deemed given when received by Column Tax by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Export Control. You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. You acknowledge and agree that products, services or technology provided by Column Tax are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Column Tax products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.