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TEACHING TAX FLOW

SOFTWARE LICENSE AND SUBSCRIPTION AGREEMENT

 

Effective Date:

Last Updated: November 25, 2022

 

This Software License and Subscription Agreement (“Agreement”) governs access to and use of Teaching Tax Flow’s online website, as offered through the Kajabi LLC (“Kajabi”) software platform, and it contains informational programs designed to help users learn more about tax planning and strategy (together with all related documentation, the “Software”).  This Agreement is a binding agreement between Teaching Tax Flow, LLC (“TTF,” “we,” “us,” or “our”) and the person or entity accessing the Software (“you,” “your,” or “Customer”).  Customer acknowledges that in addition to this Agreement, it is also subject to the terms, conditions, and policies offered by Kajabi (https://kajabi.com/policies).  TTF and Customer may be referred to herein together as the “Parties” or individually as a “Party.”

 

By clicking “I AGREE”, BY SETTING UP AN ACCOUNT, or by using the Software, you: (a) acknowledge that you have read and that you understand this Agreement; (b) represent that you are eighteen (18) years of age or older; and (c) accept this Agreement and agree to be bound by its terms. If you do not agree to this Agreement, do not CREATE AN ACCOUNT AND/OR DO NOT use the Software.

 

If you are entering into this Agreement as an agent, employee, or representative of your employer, the term “Customer” means your employer and/or any other party on whose behalf you act, and you represent and warrant that you have the authority to act on such party’s behalf.

 

  1.  Use of Software.

 

  1. License to Use. Subject to the terms of this Agreement, including the payment of the Subscription Fees set forth below, TTF grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Software.  In connection with such use, Customer shall have the limited right to solely allow its household members (“Authorized Users”) to use the Software on Customer’s behalf, subject to their compliance with this Agreement, and provided that Customer shall remain liable for any non-compliance by Authorized Users.  Any act or omission by an Authorized User that would constitute a breach of this Agreement if made by the Customer, shall be considered a breach by Customer.  For purposes of clarity, the Software is licensed, not sold, to Customer.

 

  1. Hosting. Customer acknowledges that TTF’s Software operates on one or more third-party cloud computing platforms and that TTF shall have the right to change or add to the cloud computing platforms on which its Software operates.

 

  1. Geographic Restrictions. TTF is based in the United States, and the Software is provided for access and use ONLY BY PERSONS LOCATED IN THE UNITED STATES. Anyone outside the United States may not be able to access certain features of the Software, and such access by certain persons or in certain countries may not be legal. If Customer accesses the Software from outside the United States, Customer is responsible for compliance with all local laws, rules, and regulations. By using the Software, Customer represents and warrants that Customer is a lawful end user of this Software.

 

 

  1.  Access to and Use of the Software.

 

  1. Registration and Security. Customer may be required to register for an account to access the Software (“Account”), and to provide certain information in connection with Customer’s use thereof (“Customer Data”). Customer agrees, represents, warrants, and guarantees that all information and data that it provides, including the Customer Data, is true, accurate, complete, up-to-date, and solely Customer’s. Customer agrees it shall not impersonate, imitate, or pretend to be somebody else when it provides any information through the Software, or provide any information or data of another unless expressly requested or authorized by TTF. When Customer creates an Account and subsequently logs in, Customer will be asked to choose a password. Customer shall be responsible for safeguarding and maintaining the confidentiality of its login credentials, and it agrees not to disclose its login credentials to any third party. Customer will be solely responsible for any activities or actions taken under its Account, whether or not it has authorized such activities or actions. Customer must notify TTF immediately if it knows, becomes aware of, or otherwise suspects that any unauthorized person is using its login credentials or Account. Customer is solely responsible for ensuring: (i) that only appropriate Authorized Users of Customer have access to the Software; (ii) that such Authorized Users have been trained in proper use of the Software; and (iii) proper usage of passwords, API keys, tokens and access procedures with respect to logging into and using the Software.

 

  1. Subscription Fees. As to any use of the Software, Customer shall pay the fees set forth on TTF’s pricing page (the “Subscription Fees”).  The Subscription Fees shall be paid on such dates and under such terms as is stipulated on the pricing page [hyperlink], and Customer acknowledges that Subscription Fees are subject to change by TTF from time to time, in its sole discretion, and shall be effective when published on the pricing page.  Unless otherwise expressly agreed in writing by TTF, all Subscription Fees shall be (A) non-cancellable and non-refundable; (B) paid in U.S. Dollars; and (C) exclusive of any taxes applicable to the Software or Customer’s use thereof. Additional fees and charges may be imposed by third-parties, including mobile application stores and other providers (“Third-Party Fees”). Third-Party Fees are the responsibility of Customer and the relevant third party, and TTF shall have no responsibility or liability with respect to the Third-Party Fees or the conduct or omissions of such third party, including without limitation, any responsibility for refunds or improper or unauthorized charges.  

 

  1. Suspension. Notwithstanding anything to the contrary in this Agreement, TTF may suspend Customer’s and any Authorized User’s access to any portion or all of the Software if TTF determines, in its sole discretion, that: (i) there is a threat or attack on the Software or TTF’s intellectual property; (ii) Customers or any Authorized User’s use of the Software disrupts or poses a security risk to the Software, TTF, or any customer or vendor of TTF; (iii) Customer or any Authorized User is using the Software for fraudulent or illegal activities; (iv) TTF’s provision of the Software becomes prohibited by law; or (v) any vendor, licensor, or supplier of TTF has suspended or terminated TTF’s access to or use of any third-party products or services required to enable Customer to access the Software.

 

  1. Limitations on Use. The Software may be used and accessed for lawful purposes only. Customer agrees to abide by all applicable local, state, national, and foreign laws, rules, treaties, and regulations in connection with its use of the Software and its content, and to maintain a positive sense of decorum in all of its interactions on the Software and avoid profanity, rudeness, insults, scandalous words or actions, or otherwise inappropriate behavior while using the Software. In addition, without limitation, Customer agrees that it shall not do any of the following while using the Software:

 

  1. Upload, post, e-mail, or otherwise transmit or submit any content to which Customer does not have the lawful right to copy, transmit, and display (including any content that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the content) or that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right, or right of publicity);

 

  1. Upload, post, e-mail, or otherwise transmit or submit harmful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, obscene, indecent, vulgar, lewd, violent, hateful, or otherwise objectionable content or material, or material that is false, inaccurate, or misleading;

 

  • Circumvent, disable, or otherwise interfere with security-related features on the Software or features that prevent or restrict use or copying of any content;

 

  1. Sell, resell, encumber, rent, lease, time-share, distribute, transfer, or otherwise use or exploit or make available any of the Software or the underlying content to or for the benefit of any third party (except as specifically contemplated herein);

 

  1. Attempt to probe, scan, or test the vulnerability of any system or network operated by us, or breach or impair or circumvent any security or authentication measures protecting the platform;

 

  1. Attack the Software via a denial-of-service attack or a distributed denial-of-service attack or otherwise attempt to interfere with the proper working of the Software;

 

  • Transmit or upload any material to the Software that contains viruses, trojan horses, worms, time bombs, or any other harmful or deleterious programs;

 

  • Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Software;

 

  1. Use the Software in any way that competes with TTF; or

 

  1. Encourage, collaborate with, or instruct any other person or entity to do any of the foregoing.

 

  1. Monitoring. TTF reserves the right, in its sole discretion, to audit or otherwise monitor any communication transmitted using the Software. TTF further reserves the right at all times to review, retain, and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, governmental request, or business assessment, and to remove any information posted or otherwise submitted on the Software that TTF deems, in its discretion, inappropriate, illegal, or otherwise in violation of this Agreement.  Notwithstanding the foregoing, TTF hereby disclaimS any obligation to monitor use of thE SOFTWARE or to retain ANY CONTENT TRANSMITTED TO OR USING THE SOFTWARE, unless otherwise agreed in writing.

 

  1. System Requirements. Unless expressly agreed in writing by the Parties, Customer is solely responsible for obtaining, installing, and maintaining all hardware, software (including operating systems), systems, networks, web servers, connectivity, services, equipment, and other materials necessary for Customer’s use of the Software, including without limitation, as set forth in the minimum system requirements made available by Kajabi at https://help.kajabi.com/ (the “Minimum System Requirements”).  Kajabi has the right to update and modify the Minimum System Requirements at any time in its sole discretion, with or without notice, and with or without Customer’s consent.

 

  1. Third-Party Products. TTF and/or Kajabi may from time to time make third-party products available to Customer, Customer may choose to request integration of the Software with certain third-party products, and Customer may choose to use certain third-party products to access the Software (collectively, “Third-Party Products”).  For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions, and TTF shall have no responsibility or liability for such Third-Party Products.  Customer shall be solely responsible for complying with any licensing or other applicable terms of any Third-Party Products.  A non-exhaustive list of Third-Party Products that may be made available by Kajabi or supported by the Software is available at https://help.kajabi.com/hc/en-us/articles/360043873353,  provided that inclusion on the list is not a representation, warranty, or guarantee that any Third-Party Product will be available or supported.

 

  1. Right to Modify the Software and Related Features; Additional Costs for Features. TTF and/or Kajabi reserve(s) the right to modify the Software in its sole discretion without notice. Customer acknowledges that  TTF will not be liable if, for any reason, all or any part of the Software is unavailable for any period of time.  Periodically, TTF may restrict access to all or any portions of the Software.  TTF and/or Kajabi may make these modifications at any time and for any reason without prior notice.  Customer assumes any and all risk for decisions based on information contained within this Software.  Likewise, from time to time, TTF and/or Kajabi might make certain features or functions available through the TTF.  Customer recognizes that TTF is not obligated to maintain any particular features or particular functions through the Software, and TTF and/or Kajabi may change, alter, modify, update, suspend, or remove altogether any features or functions from the Software at any time, in TTF’s or Kajabi’s sole and absolute discretion, without any liability to Customer.  Furthermore, Customer acknowledges that certain features or functions may require additional fees or associated costs to access and use.  Customer, in its sole discretion, may choose to incur said additional fees and costs, if it so desires to use the associated features and functionality.

 

  1.  Intellectual Property.

 

  1. Ownership of Software. Customer acknowledges and agrees that, as between Customer, TTF, and Kajabi, TTF and/or Kajabi own(s) all right, title, and interest in the Software and documentation, and/or all right, title, and interest in and to the proper license of the Software, and in the underlying intellectual property thereof.  Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement shall be construed to grant Customer or any third party any rights in the Software or documentation, or in the underlying intellectual property thereof.  TTF reserves all rights not expressly granted to Customer in this Agreement.

 

  1. Customer Content and License of Intellectual Property Rights. You grant us a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to copy, publish, display, reproduce, or otherwise use in any manner, all of the information or content, including any text, document, image, or video that you upload, submit, or otherwise provide to or through the Software (collectively, “Customer Content”). WHEN YOU POST, SUBMIT, OR OTHERWISE PROVIDE CUSTOMER CONTENT, YOU REPRESENT AND WARRANT THAT THE CUSTOMER CONTENT DOES NOT INFRINGE THE RIGHT(S) OF ANY OTHER PARTY AND THAT YOU HAVE THE RIGHT TO SUBMIT SUCH CUSTOMER CONTENT.  You further agree that you will indemnify, defend, and hold harmless TTF, from and against any and all third-party demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs, or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) arising out of, in connection with, or resulting from any violation or alleged violation regarding your Customer Content and a third party’s proprietary or intellectual property rights.

 

  1. Copyright Infringement. If any party alleges intellectual property infringement against any Customer Content or any Customer, we reserve the right to terminate or suspend the access of any allegedly infringing Customer, conduct our own investigation, and take any other action we deem necessary, advisable, or reasonable, in our sole discretion, including as needed to comply with any applicable copyright, trademark, trade secret, or patent law, such as the Digital Millennium Copyright Act of 1998 (“DMCA”), the Lanham Act, and other applicable federal or state intellectual property laws. If you believe that a user of the Software is infringing your intellectual property rights, PLEASE SEND NOTICE OF THIS ACTION TO TTF, IMMEDIATELY, in accordance with our DMCA Policy, outlined here: [URL].

 

  1. Feedback and Suggestions. All feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to TTF or otherwise disclosed, submitted, or offered concerning the Software in connection with Customer’s use of the Software (collectively, “Feedback”) will be TTF’s property, and TTF shall own all rights, title, and interest therein and thereto. Such disclosure, submission, or offer of any Feedback will constitute an assignment to TTF of all worldwide rights, titles, and interests in all copyrights and other intellectual property in the Feedback. TTF will be under no obligation to (i) maintain any Feedback in confidence; (ii) pay any compensation for any Feedback; or (iii) respond to any Feedback.

 

  1.  Confidentiality.

 

  1. Confidential Information. Through the Software, Customer may have access to information that is confidential or proprietary to TTF. For purposes of this Agreement, “Confidential Information” means the non-public information of TTF or any affiliate or third party that is disclosed or made available to Customer in connection with the Software or Customer’s use thereof, whether disclosed or made available in written, oral, electronic, visual, or other form and whether identified as confidential at the time of disclosure or not, including without limitation, information regarding TTF’s business, operations, finances, technologies, current and future products and services, pricing, personnel, customers, or Without limiting the generality of the foregoing, Confidential Information includes the Software.

 

  1. Restrictions on Use and Disclosure of Confidential Information. Customer may use TTF’s Confidential Information solely as necessary for use of the Software pursuant to this Agreement. Customer shall maintain the confidentiality of TTF’s Confidential Information using at least the same degree of care that Customer uses to protect its own information of a similarly confidential or proprietary nature, but in no event less than a reasonable degree of care. The Customer shall not disclose the Confidential Information to any third party without TTF’s prior written consent; provided, however, that Customer may disclose Confidential Information if required by law and provided the Customer provides prompt notice of such requirement and disclosure to TTF to the extent allowed by law. Confidential Information so disclosed shall continue to be deemed Confidential

 

 

  1.  Data.

 

  1. Customer Data. By providing Customer Data to TTF, Customer grants to TTF a non-exclusive, transferable, irrevocable, royalty-free and fully paid-up license to use the Customer Data for purposes of providing the Software, analyzing user needs, improving and enhancing the Software, as well as any other commercial or business purpose TTF deems reasonably necessary or appropriate. As between TTF and Customer, Customer is solely responsible for the content, quality, and accuracy of Customer Data, for securing any necessary approvals for TTF’s use of the Customer Data as provided for herein, and for ensuring that the Customer Data complies with all applicable laws, rules, and regulations. Furthermore, by providing Customer Data to TTF, Customer represents and warrants that Customer has all rights necessary to transmit Customer Data to TTF, and that TTF’s use of the Customer Data in connection with this Agreement will not violate the privacy, intellectual property, or other rights of any third party, or any applicable laws, rules, or regulations. TTF is not responsible for Customer Data transmitted to the Software, nor is TTF responsible for Customer Data once it leaves the Software. Customer Data does not include Usage Data, which shall be the property of TTF.

 

  1. Personal Data. When using the Software, Customer acknowledges it may be required to provide its name, telephone number(s), e-mail, organization information, and/or street address, as well as other personally identifiable information (“Personal Data”). Personal Data shall also include any personally identifiable information about Customer’s Authorized Users, employees, personnel, or customers. By providing such Personal Data, Customer acknowledges and agrees that TTF may collect, process, store, and otherwise use and hold that Personal Data in accordance with its Privacy Policy, available at [URL], which is herein incorporated by reference together with the terms in this Agreement.

 

  1. Usage Data. Customer agrees that TTF may receive, collect, store, transmit, process, analyze, and use non-personally identifiable data or information related to Customer’s use of the Software (“Usage Data”). The Parties agree that TTF owns all rights, title, and interest in and to the Usage Data and may use Usage Data for any purpose, including improving, testing, evaluating, and providing the Software.

 

  1. Contacting Customer. In addition to TTF’s rights related to Customer Data, for purposes of clarity, the Parties acknowledge that TTF may use Customer Data to contact Customer from time to time (through phone, text, email, or the Software system), and Customer expressly consents to, and agrees to, allow TTF the right to use Customer Data to contact Customer.

 

  1. Third-Party Products. You may be required to use Third-Party Products, including VR headsets, in order to access and use the Software. By using such Third-Party Products, you acknowledge and agree that TTF has no control over, assumes no responsibility for, and hereby disclaims all liability in connection with, the data collection, use, sharing, or other practices of the third-party provider. You are responsible for reviewing the privacy policies of all Third-Party Products before using the same in connection with the Software.

 

  1.  Term and Termination.

 

  1. Term. The term of this Agreement shall commence on the date that Customer accesses the Software and shall continue until cancelled or terminated pursuant to the terms of this Agreement.

 

  1. Termination. TTF may terminate this Agreement at any time, for any reason, with or without notice and without any obligations to Customer whatsoever.  Customer may terminate this Agreement at any time by cancelling through your Account.

 

  1. Effect of Termination. Upon termination, cancellation, or expiration of this Agreement, (i) all rights granted to Customer under this Agreement shall immediately cease; and (ii) Customer shall immediately cease all use of the Software and documentation and delete all copies thereof, and of the Confidential Information, from all devices of Customer. The terms set forth in the following sections, and any other right, obligation, or provision under this Agreement that, by its nature, should survive termination or expiration of this Agreement, shall so survive, including without limitation the following provisions: 2, 3, 4, 5, 6, 7, 8, 9, 10, and 12.

 

  1.  Disclaimer.

 

  1. Reliance on Information Posted. The information presented on or through the Software is made available solely for information purposes.  Any reliance Customer places, or decisions Customer makes, on such information is strictly at Customer’s own risk.  This Software should not be relied on for, tax, legal, and/or accounting advice.  CUSTOMER SHOULD CONSULT ITS OWN TAX, LEGAL, AND/OR ACCOUNTING ADVISOR(S) BEFORE UTILIZING THE INFORMATION FOUND IN THE SOFTWARE AND/OR BEFORE ENGAGING IN ANY TRANSACTION.  TTF disclaims all liability and responsibility arising from any reliance placed on these Software, documentation, or any related materials by Customer, Customer’s Authorized Users, or any other user of the Software, or by anyone who may be informed of any of its contents.

 

  1. Disclaimer. The Software, Documentation, and all information contained therein are provided on an “as is” and “as available” basis, without any warranties of any kind.  TTF, together with its directors, officers, employees, contractors, agents, and representatives, hereby disclaim all warranties, express or implied, including the warranties of title, merchantability, noninfringement, and fitness for a particular purpose. TTF disclaims all warranties whether arising out of law, statute, course of dealing, trade usage, or any other relationship.  TTF makes no warranties with regard to the accuracy, reliability, completeness, quality, functionality, timeliness, speed, or accessibility of any information supplied within the Software, and TTF does not warrant that the Software, Documentation, or any information contained therein will be operational, secure, error-free, or virus free.  TTF disclaims all obligations, responsibility, or liability for the Third-Party Products.

 

  1.  Indemnification. Customer will indemnify, defend, and hold harmless TTF, its licensors, and its affiliates, and their respective directors, officers, employees, contractors, agents, and representatives, from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses, including without limitation, reasonable attorneys’ fees and expenses, arising out of, in connection with, or resulting from (a) Customer’s access to or use of the Software; (b) Customer’s violation of any of the provisions of this Agreement; (c) any activity related to Customer’s Account, whether by Customer or any other person accessing the Software through Customer’s Account, including, without limitation, negligent or wrongful conduct; or (d) Customer’s violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right. TTF reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will cooperate with TTF in asserting any available defenses. For purposes of clarity, these indemnification obligations apply to Customer’s use of the Software, documentation, Third-Party Products, or any of the content or information contained therein other than as expressly authorized in this Agreement, as well as any information Customer provides to, through, or in relation to the Software.

 

  1.  Limitation of Liability. To the maximum extent permitted by law, Customer hereby releases TTF, together with its directors, officers, employees, contractors, agents, and representatives, from all liability associated with THIS AGREEMENT AND Customer’S, and/or its Authorized User(s)’, use of the SOFTWARE. CUSTOMER acknowledgeS that CUSTOMER IS responsible for any actions CUSTOMER or ITS Authorized Users take WITH THE SOFTWARE, AND FOR ANY ACTIONS TAKEN ON OR THROUGH CUSTOMER’S ACCOUNT, WHETHER OR NOT AUTHORIZED BY CUSTOMER. CUSTOMER AGREES that ITS use of the SOFTWARE, including ITS Authorized Users’ use, and any subsequent actions arising from such use of the SOFTWARE are taken solely at CUSTOMER’S own risk. In no event will TTF, ITS directors, ITS officers, ITS employees, ITS contractors, ITS agents, or ITS representatives, be liable for damages of any kind, under any legal theory or under any equitable theory, arising out of or in connection with any use by CUSTOMER, CUSTOMER’S Authorized User(s), or any other person or entity, of the SOFTWARE, DOCUMENTATION, THIRD-PARTY PRODUCTS, AND ANY CONTENT OR INFORMATION OF ANY OF THE FOREGOING, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business, loss of business opportunities, or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable. The foregoing does not affect any liability which cannot be excluded or limited under applicable law, which shall be limited to the fullest extent permitted by such law. ANY CAUSE OF ACTION OR CLAIM CUSTOMER MAY HAVE AGAINST TTF ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY WAIVED AND BARRED.

 

  1.  Additional Terms for Kajabi.

 

  1. General Kajabi Terms, Conditions, and Policies. Customer agrees and acknowledges that the terms, conditions, agreements, and policies published by Kajabi, and amended from time to time, https://kajabi.com/policies, shall also govern Customer’s use of the Software.

 

  1. Acceptable Use Policy.  Customer further acknowledges and specifically agrees to conform to Kajabi’s Acceptable Use Policy: https://kajabi.com/policies/aup

 

  1.  General Provisions.

 

  1. Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be construed, governed, and enforced under the laws of the United States and the State of Tennessee (without regard to rules governing conflict of laws). Customer agrees that venue for all actions, relating in any manner to this Agreement, shall be in the United States District Court of the Middle District of Tennessee and of any Tennessee state court sitting in Williamson County, Tennessee. Each Party waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

 

  1. No Relationship; No Third-Party Beneficiaries. Nothing herein shall be construed to create a joint venture, partnership, franchise, syndication, or other similar relationship between the Parties. Neither Party shall have any right to obligate or bind the other Party in any manner whatsoever, and nothing herein contained shall give or is intended to give any rights of any kind to any third persons.

 

  1. Assignment. Customer may not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of TTF. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. TTF may assign, transfer, or delegate all or any of its rights and/or obligations under this Agreement, without consent or notice, in whole or in part. TTF may use subcontractors in connection with the provision of the Software. Subject to the foregoing, this Agreement shall be binding upon the permitted successors and assigns of each

 

  1. Severability. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions will continue in full force and effect.

 

  1. Modification; Waiver. TTF shall have the right to modify this Agreement at any time, with or without notice, in its sole discretion, and Customer’s continued use of the Software shall be considered acceptance of those modifications. Subject to the foregoing, no modification or amendment of this Agreement, including any inconsistent, additional, or conflicting terms contained in any communications between the Parties, shall be binding upon TTF unless TTF consents to such terms in a signed writing. No waiver by TTF of any term or condition set forth herein shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of TTF to assert a right or provision shall not constitute a waiver of such right or provision.

 

  1. Force Majeure. TTF shall have no liability for failure to perform under this Agreement if the failure results, directly or indirectly, from government action or inaction, mechanical or electrical breakdown, war, civil unrest, natural disaster, pandemic or epidemic, or other cause beyond its reasonable control (a “Force Majeure Event”).

 

  1. Equitable Relief. Customer acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations under this Agreement would cause TTF irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Customer will be entitled to equitable relief, including in a restraining order, injunction, specific performance, and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

 

 

  1. Attorneys’ Fees. In the event institution of, participation in, or defense of any action, suit, or other legal or administrative proceeding is deemed necessary by TTF, in its sole discretion, in order to protect the rights and interest of TTF or to enforce any provision of this Agreement, TTF shall be entitled to recover its attorneys’ fees and court costs from Customer.

 

  1. US Government Rights. Each of the documentation and the Software is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the U.S. Government or any contractor therefor, Customer only receives those rights with respect to the Software and documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

 

  1. Export Regulation. The Software may be subject to U.S. export control laws, including the U.S. Export Control Reform Act and its associated regulations. Customer will not directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any country, jurisdiction, or individual to which export, re-export, or release is prohibited by applicable law, rule, or regulation. Customer will comply with all applicable laws, rules, and regulations, and will complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the U.S.

 

  1. Notices. The Parties agree that any notice, request, consent, claim, demand, waiver, or other communication sent under this Agreement will be effective: (i) if to Customer, when sent by email, when posted or displayed on the Software, or when otherwise transmitted by or on behalf of TTF by any other means or method; or (ii) if to TTF, when actually received by TTF via personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case return receipt requested, postage pre-paid) at Teaching Tax Flow, LLC, 1025 Westhaven Boulevard, Suite 220, Franklin, TN 37064. TTF may update its notice address at any time by notifying Customer in accordance with this Section 12(k).

 

  1. Entire Agreement. This Agreement represents the entire agreement between Customer and TTF with respect to the subject matter hereof, and supersedes all prior proposals, representations, and agreements, whether written or oral, with respect Unless otherwise specified or agreed in writing by TTF, this Agreement shall govern with respect to all services, materials, and purchases related to the Software, whether submitted through electronic transmissions or otherwise. Any additional or different terms in any other agreements, acknowledgments, or other documents will not be effective unless provided by, or expressly agreed to in writing by, TTF.

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