This Terms of Service Agreement ("Agreement") is a binding legal agreement between you ("you" or "your") and PDP Web Service LLC ("PDP Web Service"), regarding your use of our proprietary software platforms, including but not limited to PDP Web Service's ELECTRO‑Tax.com website ("Website") and PDP Tax Service's ELECTRO - 1040® software (the "Software") together constituting the Service (the "Service"). Please read this Agreement carefully. By accessing or using the Service, you hereby accept this Agreement and agree to use the Service in accordance with the terms herein, and agree to be bound by the following terms of service ("Terms of Service") and any other applicable law. Any violation of this Agreement will result in the termination of your Account.
PDP Web Service reserves the right to update and change this Agreement at any time and from time to time effective upon posting the modified terms of this Agreement on its website, with or without any other notice to you. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement. Continued use of the Service after any such posting of the changes shall constitute your consent to such changes. If you do not agree to the revised Agreement, you agree to immediately stop using the Service and to provide PDP Web Service written notice to terminate further Service to you. You can review the most current version of the Terms of Service at any time at: ELECTRO‑Tax.com/end-user-agreement.
1. Account Registration
(a) Accounts. You must create an account (your "Account") and provide certain information about yourself and/or your organization in order to use the Service, including your legal full name, a valid email address, and any other information requested in order to complete the signup process. If you use the Service and provide us any information through the Service, such as your and/or your company's name, mailing address, phone number, credit card information, billing address, zip code, e-mail address, and/or your password (collectively, your "Account Data") for any accounts associated with you (your "Account(s)"), you agree to provide true, accurate, current, complete and up-to-date information and to promptly update this information as needed. If you provide any information that is untrue, inaccurate, non-current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, non-current or incomplete, then we have the right to terminate or refuse any and all current or future access or use of the Service (or any portion thereof). We reserve the right to take any action that we deem necessary to ensure the security of the Service and your Account, including without limitation changing your password, terminating your Account, or requesting additional information to authorize transactions on your Account.
(b) Authorized Users. Only authorized users ("Authorized Users") may use your Account to use the Service and conduct other activities with us. You are responsible for all activities that occur through your Account. To protect your Account from unauthorized use, keep your user identification and password secure and those of your Authorized Users. Please notify us immediately of any unauthorized use of your Account or any other breach of security. If there is unauthorized use by anyone who obtained access to the Service directly or indirectly through you, you will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by PDP Web Service to prevent or terminate unauthorized use of the Service.
(c) Account Security. Your login may only be used by one person or company; a single login shared by multiple people or companies is not permitted. You are solely responsible for keeping your Account Data and any security questions and responses associated with your Account confidential and you agree not to disclose your password to any third party. Anyone with knowledge of or access to your Account Data or the security questions and responses associated with your Account can use that information to gain access to your Account. You are solely liable for any claims, damages, losses, costs, or other liabilities resulting from or caused by any failure to keep your Account Data and the security questions and responses confidential, whether such failure occurs with or without your knowledge or consent. You agree to notify us immediately of any suspected or actual unauthorized access to or use of your Account Data or any other breach of your Account security. We reserve the right to close your Account at any time for any or no reason.
You must be at least 18 years old to use the Service. By accepting this Agreement, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.
(e) Corporate Entities. If you are an entity, organization, or company ("Corporate Entity"), the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind the Corporate Entity to this Agreement and the Corporate Entity agrees to be bound by this Agreement. If you registered for the Service under a name other than the legal name of a business, we may from time to time require you to verify that all licenses purchased by you are used in the operation of a single business. Failure to do so will constitute a breach of your obligations pursuant to this Agreement.
(a) License Grant. Subject to your complete and ongoing compliance with the terms and conditions of this Agreement, including payment of all applicable fees for the Service, PDP Web Service grants to you a limited, non-exclusive, non-transferable, non-sublicensable right during the term of this Agreement to access and use the Service solely in connection with your internal business operations, in each case solely for use by you and your Authorized Users. Subject to the rights and licenses granted to you in these Terms of Service, PDP Web Service retains and owns all right, title, and interest (including all intellectual property rights) in and to ELECTRO‑Tax.com and any software or data that we make available to you through the Service.
(b) Authorized Users. You may not, and you must ensure that your Authorized Users do not, share your Account with any users who are not authorized. You are responsible and liable for ensuring that your Authorized Users (or anyone else using your accounts) comply with the terms of this Agreement.
3. Fees and Payment
(a) General Payment Terms. You agree to pay a one-time annual fee for use of the Service for one tax year. All fees are in U.S. Dollars and are non-refundable.
(b) Pricing. PDP Web Service reserves the right to determine pricing for the Service. PDP Web Service will make reasonable efforts to keep any pricing information published on the Website up to date. Before renewing your license, we encourage you to check our Website for current pricing information. PDP Web Service, at its sole discretion, may make promotional offers with different features and different pricing to any of PDP Web Service's customers. These promotional offers, unless made to you, will not apply to your offer or this Agreement.
(c) Delinquent Accounts. PDP Web Service may suspend or terminate access to the Service, including fee-based portions of the Service, for any Account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent Account will be charged with fees, charges or expenses (including attorneys' fees) that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
4. Term and Termination
(a) Term. The term of this Agreement commences upon your registration for the Service for a particular tax year and remains in effect through the end of that tax year. Services are provided on an annual basis by tax year unless otherwise agreed. If you wish to renew the Service for additional tax years, your account will be charged again at that time and you must agree to accept the pricing and Terms of Service in effect for that tax year.
(b) Termination. We may immediately, without notice, suspend or terminate your access to the Service and terminate this Agreement for any of the following reasons:
(i) you breach any provision of this Agreement;
(ii) you seek to hack the security mechanisms of the Service or we otherwise determine that your use of the Service poses a security risk to us or to another user of the Service;
(iii) you introduce a malicious program into the network or a virtual machine instance;
(iv) you cause network interference that affects Service performance for other customers;
(v) you use the Service in a way that we determine, in our sole discretion, is abusive or disrupts or threatens the performance or availability of the Service; or
(vi) we receive notice or we otherwise determine, in our sole discretion, that you may be using the Service for an illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party.
(c) Effect of Termination. If this Agreement is terminated for any reason:
(i) you will owe to PDP Web Service any fees or other amounts that have accrued prior to the effective date of the termination;
(ii) any and all liabilities accrued prior to the effective date of the termination will survive; and
(iii) the following sections will survive: Sections 4, and 6 through 26.
Upon termination, your access to the Service and any information stored by the Service will also terminate. Following termination and upon your request and subject to any specific restrictions applicable to you or your data, PDP Web Service will make reasonable efforts to export and provide to you in electronic format the information you have uploaded to the Service (service fees may apply), but PDP Web Service is not obligated to retain that information following any termination and makes no representation to the integrity, completeness or timeliness of any data so exported.
5. Access to the Service; Modifications to the Service
(a) We do not provide you with the equipment to access the Service. You are responsible for all fees charged by third parties to access the Service (e.g., Internet access charges).
(b) We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Service without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service, except that if we permanently discontinue the Service we will provide you, as your sole and exclusive remedy, and our sole and exclusive liability, a pro-rated refund representing the unused (as of the date of termination) portion of any fees that you have paid in advance.
6. User Representations and Warranties
You represent and warrant that:
(a) you will not upload or request that PDP Web Service import any information to the Service unless you have all permissions or licenses necessary to do so and to authorize PDP Web Service's use of that information in accordance with this Agreement;
(b) you will comply with all applicable federal, state and local laws in connection with your use of the Service; and
(c) your use of the Service will not subject PDP Web Service to any liability or cause PDP Web Service to violate any law, rule, regulation, or guideline.
7. User Restrictions
Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to:
(a) use the Service for any illegal or unauthorized purpose or in violation of any local, state, national, or international law or regulation (including but not limited to copyright laws);
(b) harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;
(c) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
(d) import or transfer to the Service any data that is sensitive financial information, information regarding children under 14 years of age, or other sensitive or regulated information;
(e) process tax returns on behalf of children under the age of 14 years;
(f) interfere with security-related features of the Service, including by:
(i) disabling or circumventing features that prevent or limit use or copying of any content; or
(ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
(g) interfere with the operation of the Service or any user's enjoyment of the Service, including by:
(i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code;
(ii) making any unsolicited offer or advertisement to another user of the Service;
(iii) collecting personal information about another user or third party without consent; or
(iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
(h) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
(i) sell or otherwise transfer the access granted under this Agreement or any right or ability to view, access, or use the Service; or
(j) attempt to do any of the acts described in this Section 7 or assist or permit any person in engaging in any of the acts described in this Section 7.
8. Ownership Rights
Except for the rights to access and use the Service expressly granted to you in this Agreement, we retain all right, title, and interest in and to the Service, including all related intellectual property rights. The Service is protected by applicable intellectual property laws, including United States copyright law and international treaties. "Electro-1040" is a trademark of PDP Tax Service ("PDP Tax Service"). "ELECTRO‑Tax" and "PDP Web Service" are trademarks of PDP Web Service. Electro-1040 is not affiliated, associated with, or endorsed by the Internal Revenue Service, and is owned and operated exclusively by PDP Tax Service, and licensed for use by PDP Web Service. ELECTRO‑Tax.com and PDP Web Service are independent and not affiliated with the Internal Revenue Service (IRS) in any way. The information on this website is for general information purposes only and nothing on this site should be taken as legal or tax advice for any individual tax case or situation.
9. Permission To Use Images, Comments, and Feedback
You hereby grant permission for PDP Web Service to reproduce comments and feedback provided by you ("Feedback"), without restriction and without payment to you. Furthermore, you hereby grant to PDP Web Service a non-exclusive, fully paid, royalty-free, perpetual and irrevocable license to exploit the Feedback in any manner and for any purpose. This license includes the right to use your name, logo and marks to identify you as a PDP Web Service customer on PDP Web Service's website and other marketing and promotional materials without further approval from you or your company. This license is granted in perpetuity and shall survive termination of this Agreement.
PDP Web Service will not disclose to any third party, without your consent, the information you upload to the Service. PDP Web Service may, however, disclose that information if required by law or if PDP Web Service reasonably determines that disclosure is necessary to prevent harm to PDP Web Service or any third party. Your consent to disclosure shall be deemed given in the event that you access PDP Web Service or your PDP Web Service data through a third-party application, solely with respect to disclosure in connection with your use of such third-party application. If PDP Web Service is required by law to disclose any of that information, PDP Web Service will make reasonable efforts to provide you with prompt written notice of that requirement prior to disclosure. Further, if you register for the Service through a referral or other promotional partner or through an industry or trade group with whom we have a commercial relationship, we may disclose information about your account to that referral partner or industry group in connection with that commercial relationship. For the avoidance of doubt, however, PDP Web Service will not directly contact your customers or make personally identifying or contact data regarding your customers available to any third party without your consent. Such consent will be deemed given, however, in the event that you access PDP Web Service or your PDP Web Service data through a third-party application, solely with respect to disclosure in connection with your use of such third-party application.
11. Warranties; Disclaimer
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. PDP WEB SERVICE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING:
(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NONINFRINGEMENT; AND
(B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
PDP WEB SERVICE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND PDP WEB SERVICE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR PDP WEB SERVICE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE PDP WEB SERVICE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. PDP Web Service does not disclaim any warranty or other right that PDP Web Service is prohibited from disclaiming under applicable law.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PDP WEB SERVICE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY PDP WEB SERVICE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE PDP WEB SERVICE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF:
(A) THE AMOUNT YOU HAVE PAID TO PDP WEB SERVICE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify PDP Web Service and their officers, directors, employees, consultants, affiliates, subsidiaries, contractors, and agents (together, the "PDP Web Service Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with:
(a) your unauthorized use of, or misuse of, the Service;
(b) your violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation;
(c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right, in connection with your use of the Service or any data, materials or information you provide to the Service; or
(d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
14. Force Majeure
PDP Web Service will not be liable to you for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond PDP Web Service's reasonable control.
You may not assign this Agreement or any right, duty, or obligation under this Agreement, without PDP Web Service's prior written consent. If written consent is given, this Agreement will bind your successors and assigns. Any attempt by you to transfer any right, duty, or obligation under this Agreement except as expressly provided in this Agreement is void. PDP Web Service may assign this Agreement or any right, duty, or obligation under this Agreement, at any time without your consent.
PDP Web Service may utilize one or more subcontractors or other third parties, including but not limited to PDP Tax Service, to perform its duties under this Agreement so long as PDP Web Service remains responsible for all of its obligations under this Agreement. By using the Services, you hereby acknowledge that you do not have any contractual, legal, or other relationship with our sub-contractors, including but not limited to PDP Tax Service, and nothing in this Agreement shall be construed to suggest that any relationship exists between you and any of our sub-contractors.
Except as otherwise expressly set forth in this Agreement, any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth below for PDP Web Service, and at the address set forth in your account for you, and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.
PDP Web Service, LLC
5510 Pearl Road, Suite 303
Parma, Ohio 44129
18. No Class Actions
YOU AND PDP WEB SERVICE 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, unless both you and PDP Web Service agree otherwise, the court may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
19. Governing Law
This Agreement and all questions with respect to the interpretation of this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflict of law principles. By using the Website and Service you expressly consent to personal and exclusive jurisdiction of the state courts and federal courts located within Cuyahoga County, Ohio for resolution of any lawsuit or court proceeding permitted under this Agreement. We operate the Service from our offices in Ohio, and we make no representation that the Service is appropriate or available for use in other locations.
The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party's right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
If any part of this Agreement is found by a court of competent jurisdiction to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Service under this Agreement is found to be illegal, unenforceable, or invalid, your right to use the Service will immediately terminate.
23. Additional Terms
Your use of the Service is subject to all additional terms, policies, rules, product documentation, published materials or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service ("Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.
24. Consent to Electronic Communications
25. International Use Prohibited
The Service is intended for users and visitors located only within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
26. Entire Agreement
Please contact PDP Web Service at support@ELECTRO‑Tax.com with any questions regarding these Terms of Service.