ABOUT THESE TERMS
These Terms govern the access to or use by You, an individual and/or business entity, of the VTAX Platform. The “VTAX Platform” means the web- or mobile-based intellectual, proprietary property owned or managed by Us, including but not limited to the relationships, products, applications, content, and services related thereto.
These Terms supersede all prior agreements or arrangements with You. We may cease offering or deny access to the Services or any portion thereof at any time for any reason.
Supplemental terms may apply to certain Services, such as policies for a particular event, activity, or promotion, and such supplemental terms will be accessible by You in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
We may amend these Terms related to the Services from time to time and strongly encourage you to return regularly to this page to review these Terms. Amendments will be effective upon Our posting of i) such updated Terms at this location or ii) distribution of the amended Terms or supplemental terms regarding the applicable Service(s). Your continued access to or use of the Services after such posting or distribution constitutes Your consent to be bound by the Terms as amended.
ABOUT THE SERVICES
“Services” means Our making available for proper use the VTAX Platform for You to arrange, schedule, and pay for tax preparation and accounting-related services with Third-Party Tax Professionals.
“Third-Party Tax Professionals” means a third-party, independent-contractor, i) licensed, certified public accountant, or ii) an Enrolled Agent, who has been accepted by VTAX to utilize the VTAX Platform and continues to abide by the terms, practices, and regulations to utilize the VTAX Platform. Third-Party Tax Professionals may also be referred to, within the VTAX Platform, as “Tax Professionals,” “Tax Pros,” and/or “Pros.”
“Enrolled Agent” means a federally-authorized tax practitioner who is verified to have satisfied the then-current requirements of an “enrolled agent” as defined in “Regulations Governing Practice before the Internal Revenue Service,” Treasury Department Circular No. 230, Title 31 Code of Federal Regulations, Subtitle A, Subpart 10, as amended from time to time.
We will refer You to a Third-Party Tax Professional. The Third-Party Tax Professional will then conduct all necessary communication with You, through the VTAX Platform, and will conduct Your tax preparation, filing, or other related accounting tasks, on Your behalf with Your consent.
We will provide You with an upfront Price Quote and Fees (as more fully explained below in “About Fees and Payment”) for the Services based on information You provide, which We will rely on presuming it is complete and accurate. Failure to provide complete and accurate information may result in additional charges, an inability of the Third-Party Tax Professional to complete the work, and may include the cessation of Services.
WE ARE MERELY A REFERRAL SERVICE, AND WILL RETAIN A REFERRAL FEE FROM ALL TRANSACTIONS CONDUCTED THROUGH THE VTAX PLATFORM.
AS A REFERRAL SERVICE, WE DO NOT HOLD OURSELVES OUT TO BE A CERTIFIED PUBLIC ACCOUNTANT, AN ENROLLED AGENT, OR A PROFESSIONAL FIRM, NOR A TAX PREPARATION SOFTWARE OR PROGRAM. WE MAKE NO REPRESENTATIONS REGARDING THE QUALITY OF WORK TO BE PERFORMED, THE DISCRETION EXERCISED BY THIRD-PARTY TAX PROFESSIONALS, OR THE ADVICE GIVEN BY THIRD-PARTY TAX PROFESSIONALS.
THIRD-PARTY TAX PROFESSIONALS ARE THIRD-PARTY INDEPENDENT CONTRACTORS. REPRESENTATIONS MADE BY THIRD-PARTY TAX PROFESSIONALS ARE NOT BINDING ON VTAX. THIRD-PARTY TAX PROFESSIONALS ARE NOT OUR EMPLOYEES OR AGENTS AND ARE GIVEN NO AUTHORITY BY US TO ACT ON OUR BEHALF. THIRD-PARTY TAX PROFESSIONALS ARE FREE TO ACCEPT OR REJECT WORK REFERRED BY US IN THEIR OWN SOLE AND ABSOLUTE DISCRETION, AND ARE FREE TO COMPLETE ANY ACCEPTED WORK REFERRED BY US ON THEIR OWN SCHEDULE, ACCORDING TO THEIR OWN DISCRETION, AND IN THE MANNER THEY DECIDE IS MOST APPROPRIATE.
Third-Party Tax Professional availability will vary based on demand and capacity and is subject to change without notice.
ABOUT ELECTRONIC FILING
The Third-Party Tax Professional You have engaged will notify You upon completion of all the tax documents related to Your Engagement (“Engagement” or “Job”), and provide You with copies of such for Your review and approval.
Thereafter, You will be required to provided Your electronic signature, to indicate that You have reviewed and accepted the documents provided to You by Your Third-Party Tax Professional, as well as to grant or execute any authorizations that Your Third-Party Tax Professional may require, in order to electronically file Your tax documents with the appropriate federal and/or state taxing authority. You are solely responsible for any delay, penalty, late-filing, or other consequence caused by Your failure to promptly approve and execute any such documents.
After You sign and accept Your tax return and authorizations, You will forward Your signed documents to the Third-Party Tax Professional who has prepared Your return, where it will be converted to and stored in the appropriate format, as determined in the sole discretion of the Third-Party Tax Professional, to be transmitted to the applicable federal and/or state taxing authority, if any.
You are solely responsible for verifying the status of Your return to confirm that it has been filed with, received, and accepted by the applicable taxing authority and for taking appropriate alternative actions, if necessary, for filing it manually in the event that the taxing authority rejects Your electronically filed return (e.g., if taxpayer name and social security number do not match). You are responsible for examining Your tax return for reasonableness and indications of obvious errors before the electronic or paper filing.
VTAX and/or the Third-Party Tax Professional may store and maintain information that You provide in relation to Your use of the Services. You may choose to save Your tax return data file on the device or method of Your choosing. If You save Your tax return data file on Your device, You understand that Your data may be deleted by VTAX, at anytime and at VTAX’s discretion. It is therefore strongly recommended that You frequently back-up and save Your tax return data. You may always print and retain a copy of Your tax returns for Your records.
You understand and agree that e-filing may not be available in some states or applicable to some returns. Some states may require You to e-file Your federal and state tax returns at the same time. You further understand and agree that We cannot and do not guarantee the performance of the Internet or any third party or third-party system or service or that, once transmitted, the applicable revenue authority will receive, accept, or process Your tax return (e.g., due to failures of the Internet or of the taxing authority computer systems or networks, due to You entering incorrect contact or identifying information, or any other reason beyond Our control).
VTAX’s sole responsibility with respect to e-filing Your tax returns is limited to using commercially reasonable efforts to facilitate Your transmission of Your tax return(s) using the VTAX Platform to the applicable Third-Party Tax Professional.
The Internal Revenue Service (“IRS”) commences its acceptance of electronically filed returns on approximately January 29, 2018. The IRS requires Your Third-Party Tax Professional to notify it in connection with the electronic filing of Your tax return of the Internet Protocol address of the mobile device from which the return originated and whether the email address of the person electronically filing the return has been collected. By using the Services to prepare and submit Your tax return, You consent to the disclosure to the IRS and any other tax or revenue authority of all information relating to Your use of such electronic filing services.
ABOUT PAPER FILING
If You do not qualify for electronic filing or choose to paper file, You can create a copy of Your completed return by printing Your return and mailing it Yourself to the proper taxing authority. If You utilize this option, You must notify Us, in writing to [email protected] or via the Help Chat, and notify in writing Your Third-Party Tax Professional of Your paper filing. If Your Third-Party Tax Professional does not receive Your signed and approved tax documents, including any authorizations, or a written notification from You explaining why You are withholding Your approval of such, within 24 hours of the Third-Party Tax Professional sending You the documents, You will be deemed to have chosen to file the documents on Your own, to have accepted the documents, and to be satisfied with the services rendered, in which case neither VTAX nor the Third-Party Tax Professional shall have any further obligations to You. If the foregoing occurs, You will be charged for the Services provided to You.
ABOUT IMPORT SERVICES.
The VTAX Platform may include a feature that allows You to import, where applicable, certain financial and/or tax related information from participating financial institutions, payroll processors, personal financial software, business financial software, and charitable deduction information from its software or services. You are responsible for verifying the accuracy of the information that is imported and You assume all risks regarding such an import of information.
ABOUT FEES AND PAYMENT
The price for Your use of the Services (“Price Quote”), and for applicable fees (“Fees”), are determined based upon the complete and accurate information provided by You, and communicated to You prior to work acceptance by a Third-Party Tax Professional. Fees may be paid immediately by You upon Your acceptance and You will pay for Your use of these Services, in the amount stated by Your Price Quote and Fees, once Your Third-Party Tax Professional has provided deliverables and marked the Engagement complete.
Your Price Quote is subject to change, including following completion of the work, depending on several factors, including but not limited to, (i) Your Third-Party Tax Professional reasonably requests a price increase based on unforeseeable circumstances within Your return, (ii) Your return requires more work than previously anticipated based on new information provided by You after the Price Quote, (iii) the information provided by You prior to the Price Quote was incorrect or incomplete, or (iv) if a price increase becomes necessary in order to incentivize the Third-Party Tax Professional to accept Your Engagement.
You may also be required to pay fees and charges to others in connection with Your use of the Services. For example, Your mobile or Internet service provider may impose charges for use of Your device in connection with the use of the Services, including fees for data transmissions and/or other charges. It is Your responsibility to understand and pay for all such charges.
In addition to Your Price Quote, You will be informed of all Fees applicable to Your use of the Services, which when combined with Your Price Quote, amount to the total price You must pay for Your use of these Services. Fees are applied at Our sole discretion, and may be non-refundable. Fees may include, but are not limited to, the following:
A VTAX Protection Fee, which will only be charged as part of the VTAX Protection assurance (“VTAX Protection”) for individual tax preparation, and the fee amount may vary, and is discussed in further detail below;
You may also be charged a Processing Fee (“Processing Fee”), which includes, for example, the expenses associated with third-party payment services;
You may also be charged a Tech Fee (“Tech Fee”), which includes, for example, the expenses associated with data storage, customer support, and encryption; and
You may also be charged other miscellaneous Fees, which may be determined and applied, in our sole and absolute discretion.
If You later need to file an amended return with a revenue authority or require additional Services, You may contact Us at [email protected], or through the Help Chat within the VTAX Platform. New charges and fees may apply.
Please see the Cancellation Policy below for charges associated with the cancellation of appointments with Third-Party Tax Professionals.
ABOUT CONDITIONS OF USE
The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Us, who reserve all other rights in the Services. Until termination of these Terms and as long as You meet any applicable payment obligations and comply with these Terms, We grant to You a personal, limited, nonexclusive, nontransferable right and license to use the Services.
You agree to only use the Services in connection with tax preparation and/or accounting needs for Yourself and/or Your spouse and/or Your business. You agree that You are indeed the person/entity for whom You are seeking tax preparation services or that you have the lawful authority to request the Services on behalf of another person or entity, that all information provided is correct, and that You are not attempting to prepare a tax return for another individual or entity without their consent.
You agree not to use, or permit any third party to use, the Services or content in a manner that violates any applicable law or regulation or these Terms. You agree You will not:
Provide access to or give any part of the Services to any third party;
Reproduce, modify, copy, deconstruct, sell, trade or resell the Services;
Engage in any fraud or misrepresentation related to Your use of the Services;
Make the Services available on any file-sharing or application-hosting service; and
Attempt to replicate the Services in anyway.
We want You to be aware of the following export restrictions.
You acknowledge that the Services, including the VTAX Platform, may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that You will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
Privacy of Information
VTAX may use Your personal data to perform analysis relating to Your claims under our guarantees, marketing purposes, or to seek information to provide You with a response to a request or inquiry made by You.
You are responsible for protecting the information on Your device such as by installing anti-virus software, updating Your software, password protecting Your files, and not permitting third-party physical or electronic access to Your devices.
You are responsible for Your Content. “Content” means all materials uploaded, posted or stored through Your use of the Services.
You grant Umbrella International Group a worldwide, royalty-free, non-exclusive license to host and use Your Content. Archive Your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information, and disclosures. Umbrella International Group is not responsible for the Content or data You submit through the Services.
You agree that Umbrella International Group may use Your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Umbrella International Group a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback You provide to Us in any way.
Umbrella International Group may, but has no obligation to, monitor Your Content on the Services. We may disclose any information necessary to satisfy Our legal obligations, protect Ourselves, Our customers, or Our affiliates (such as the Third-Party Tax Professionals), or to operate the Services properly. Umbrella International Group, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of these Terms.
You agree not to use, or permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate, or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or would incur criminal or civil liability under any local, state, federal or foreign law;
Content that would impersonate someone else or falsely represent Your identity or qualifications, or that constitutes a breach of any individual’s privacy;
Except as permitted by Us in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communications or engage in spamming or flooding; and
Virus, Trojan horse, worm or other disruptive or harmful software or data.
Through acceptance of these Terms, you consent to allow electronic communications, including any information or notices that We may be required by law to send to You or that may pertain to the Services or use of information You may submit in connection with the Services. We may provide such communications to You: (1) via e-mail at the e-mail address You designated to Us; (2) via “push notifications” to Your mobile device; (3) by access to Our website that will generally be designated in advance for such purpose or designated in an e-mail notice to You; (4) any messaging or chat application for computer or mobile device of Our choosing; or (5) in the course of Your use of the Services including, without limitation, via a screen or page within the VTAX Platform or via a link from within the VTAX Platform to a web page containing the communication.
To ensure proper receipt of all communications and notices, You are responsible for keeping Us apprised promptly of any change in Your email address, mailing address and/or phone number.
We may tell You about other Umbrella International Group or third-party services. You may be offered other services, products, or promotions by Umbrella International Group or a third party to which additional and/or supplemental terms and conditions and fees may apply.
Pro Chat. The Services will include a communication portal or other social features to exchange Content and other information with Your Third-Party Tax Professional, related to Your Engagement (“Pro Chat”). We do not support and are not responsible for the exchanges in the Pro Chat. All opinions given will be supported solely by the Third-Party Tax Professional as an independent third-party contractor based solely on their professional opinion. As a pre-cautionary measure, in connection with the Services or in dealing with Your Third-Party Tax Professional, do not reveal information not related or necessary to Your tax preparation or other work to be performed by the Tax Professional. Be aware of posted hypertext links to content of third parties for which We are not responsible.
Help Chat. The Services will include a communication portal or other social features to exchange Content and other information with Our customer support team, which we like to refer to as the VTAX “Success Team” (“Help Chat”). Through the Help Chat, You can contact VTAX’s Success Team, to receive help with any inquiries or issues that You may have regarding the VTAX Platform.
These Terms are the entire agreement between You and Umbrella International Group and replace all prior understandings, communications and agreements, oral or written, regarding the subject matter. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. You cannot assign or transfer ownership of these Terms to anyone without Our written approval. However, We may assign or transfer without Your consent to (a) an affiliate, (b) a company through a sale of assets, or (c) a successor by merger or acquisition. Any assignment in violation of this section shall be void.
Use with your Mobile Device
Access to the Services may occur through an authorized mobile application and may not be available for all devices or telecommunication providers. You will need to check the Services website to ensure Your mobile device and telecommunications provider is compatible with the VTAX Platform.
Apple Requirements. To the extent that You are using Our Services on an iOS device, You further acknowledge and agree to this provision related to Apple Inc. (“Apple”). You acknowledge that these Terms are between you and VTAX only, not with Apple and Apple is not responsible for the Service and the content thereof.
Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services. In the event of any failure of the Services to conform to any applicable warranty, You may notify Apple and Apple will refund any applicable purchase price for the mobile application to You; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Services.
Apple is not responsible for addressing any claims by You or any third party relating to the Services or Your possession and/or use of the Services, including, but not limited to:
Product liability claims;
Any claim that the Services fail to conform to any applicable legal or regulatory requirement; and
Claims arising under consumer protection or similar legislation
Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Services and/or Your possession and use of the mobile application infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
You hereby represent and warrant that:
You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and
You are not listed on any U.S. Government list of prohibited or restricted parties.
Help and Support
We may use a variety of methods (e.g., in-product, Internet, e-mail, chat, fax and phone) to provide technical support and customer service in connection with the Services. The terms and conditions governing the offering of this support, which may require the payment of an additional fee, are subject to change from time to time.
Related Only to those Engagements for which We, at Our discretion, charge the associated Fee for.
Penalties and Interest. If You have fully paid for the Services and You pay an IRS or state penalty and/or interest solely because of a calculation error on a form prepared for You using the Services, and not as a result of, among other things, i) Your failure to enter all required information accurately or to promptly complete all necessary paperwork, including signing and approving documents, for timely filing, ii) Your failure to verify the accuracy of the information provided through the Services, iii) willful, fraudulent, or negligent omission or inclusion of information on Your tax return, iv) misclassification of information on the tax return, v) failure to file an amended return to avoid or reduce an applicable penalty/interest, or vi) Your failure to abide by these Terms or Our announced updates or corrections to the Services to file an amended return in time for You to avoid the IRS or state penalty and/or interest, then Umbrella International Group will pay You the amount of the IRS or state penalty and/or interest actually paid by You, and only for the most current year, to the IRS or state following proof thereof. You are responsible for paying any additional tax liability You may owe and for providing any other information We reasonably request to validate Your claim.
Audits. If You have fully paid for the Services and You are audited by the IRS, or any other United States Federal or State tax authority, then VTAX will provide You with representation for Your Audit (“Your Audit”). However, VTAX Protection does not apply to audits related to those issues identified above regarding Penalties and Interest, non-governmental audits, or audits conducted by foreign entities.
Notification to VTAX. If You believe VTAX Protection applies to You, You must notify Umbrella International Group as soon as You learn of the triggering event or of Your Audit (and in no event later than 30 days after the later of (i) the penalty or interest is assessed, or (ii) You being notified by the IRS, or any other Federal or State Tax Authority, of Your Audit) at [email protected] To resolve Your matter, We require Your VTAX tax data file and other supporting information such as a copy of the IRS/state notice, evidence of payment of the specified penalty and/or interest, and a copy of Your tax return. Once all the necessary data and documents have been received, We will respond as to whether You qualify for VTAX Protection.
Maximum Refund (or Tax Savings) Assurance or Your Money Back.
If You have fully paid for the Services and You receive a larger refund amount or must pay a smaller tax due amount using another tax preparation method that utilizes reputable paid tax preparers, other than a VTAX Third-Party Tax Professional, then We will refund to You the applicable fees paid by You for the use of the Services. Claims must be submitted within sixty (60) days of the date You ended the Services, but no later than December 15, 2017, must include evidence of use of another tax preparer, and must include evidence acceptable to Us of a lower taxable position.
Money-Back Assurance. If You received and fully paid for the Services and You are not reasonably satisfied with Your tax preparation performed by the Third-Party Tax Professional, then You may qualify for Our Money-Back Assurance. To qualify, You must report the issue within three business days of Your Third-Party Tax Professional submitting the work for Your review to Our customer service email, [email protected] We will decide, in our sole discretion, whether the work performed is unsatisfactory, or may exercise our discretion to qualify Your claim for another reason, or deny it altogether.
If you qualify for the Money-Back Assurance, We will either credit Your account for future Services in the amount that You paid for the Services, or, at Your request, We will refund Your credit card in the amount paid, or, alternatively, We will have Your tax preparation re-performed, by a different Third-Party Tax Professional. If the Services are re-performed and You are not reasonably satisfied with Your tax preparation, Umbrella International Group will refund the amount paid for the specific Services with which You are not reasonably satisfied. The amount of VTAX’s Money-Back Assurance is limited to any Payment You actually made in connection with Your use of these Services. VTAX’s Money-Back Assurance does not apply to any other cost, liability, damage, injury, or claim arising from or in connection with Your use of these Services.
If we determine in Our sole and absolute discretion that the Services are satisfactory, then You will not qualify for VTAX’s Money-Back Assurance. As a result, We will not make any refund of monies You have paid.
VTAX Cancelation Policy. If You ordered, agreed to, and paid for Services, but thereafter canceled Your use of these Services (“Cancelation Request”), You may be eligible for a full or partial refund of Your Price Quote and Fees paid less any Cancelation Fee. All Cancelation Requests will be evaluated at the time of receipt by Umbrella International Group, and must be communicated in writing, via email, to [email protected] Your eligibility for Our Refund Policy will differ depending when Your Cancelation Request is received by Umbrella International Group, which may in turn affect the amount of Your cancelation fee (“Cancelation Fee”), if any.
If Your Cancelation Request is received by Us before a Third-Party Tax Professional has accepted Your request for Services, You will receive a full refund, including for Fees paid, and will not be charged a Cancelation Fee.
If Your Cancelation Request is received by Us after Your Third-Party Tax Professional has accepted Your request, but prior to reviewing Your relevant tax documents, then You will be charged a Cancelation Fee in an amount equaling fifteen percent (15%) of the total of Your Price Quote plus Fees paid.
If Your Cancelation Request is received by Us after Your Third-Party Tax Professional has accepted Your request, commenced working on Your tax preparation following review of Your relevant tax documents, You will be charged a Cancelation Fee in an amount equaling thirty-five percent (35%) of the total of Your Price Quote plus Fees paid.
If Your Cancelation Request is received by Us after Your Third-Party Tax Professional has accepted Your request, and has completed, or substantially completed, Your tax return, then You will be charged a Cancelation Fee in an amount equaling seventy percent (70%) of the total of Your Price Quote plus Fees paid.
If Your Cancelation Request is received by Umbrella International Group after Your Third-Party Tax Professional has completed or has submitted Your prepared tax documents to You and/or all appropriate federal and/or state taxing authorities, absent any evidence of a request for a Money-Back Assurance (which is addressed pursuant to that provision), Your Cancellation Request will be denied, and you will be charged for the Services.
Term and Termination; Cancellation of Engagements
Term. These Terms shall continue in full force and effect until such time as they are terminated by You or by Us.
Termination by Us. We may terminate our relationship pursuant to these Terms or terminate or suspend Your right to use the VTAX Platform at any time for any or no reason by providing You with written or email notice of such termination to the physical or email address You have provided us. If We terminate or suspend Your account for any reason, You are prohibited from registering and creating a new account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party. In addition to terminating or suspending Your account, We reserve the right to take appropriate legal action, including without limitation, pursuing civil, criminal, and injunctive redress. When terminating Your account, We may delete the account and all the information in it. You have no ownership rights to your account.
Termination by You. You may terminate these Terms by completely and permanently ceasing to use the VTAX Platform (provided that there are no outstanding Services or requests ordered under Your password or account) and by closing any account You have opened on VTAX. If you attempt to terminate these Terms while there are still outstanding Services or requests ordered under Your password or account, these Terms shall not terminate until such Services or Job Requests have been performed, paid for, or otherwise canceled as permitted by Us.
Policy for Appointment Cancellation by Third-Party Tax Professional. When a Third-Party Tax Professional cancels a scheduled Engagement, the VTAX Platform generally notifies You and makes Your request for an Engagement available for another Professional to select. However, We cannot guarantee that a canceled appointment will be selected by another Third-Party Tax Professional and will be rescheduled or that the Engagement will be completed.
Additional Third-Party Software Licensing Terms. The Software may contain third-party software components which are governed by and subject to commercial terms and licenses as provided below. You must comply with any such commercial terms and licenses with regard to these separate third-party software components. Umbrella International Group makes no warranty concerning these third-party software components.
You will manage Your passwords and accept updates. You are responsible for securely managing Your password(s) for the Services and to contact Us if You become aware of any unauthorized access to Your account. The Services may periodically be updated with tools, utilities, improvements, third-party applications, or general updates to improve the Services. You agree to receive these updates.
You agree to take reasonable security precautions to protect any passwords and user identifications associated with Your use of the VTAX Platform. These precautions shall be at least as great as the precautions that You take to protect Your online financial accounts, but in no event less than reasonable and prudent care. You will notify Us immediately of any unauthorized use of Your user identification/name, Your password or the VTAX Platform or any other security breach of which You are aware. It is Your sole responsibility to keep Your account number, ID/user name, password and other sensitive information confidential. You understand and agree that You are solely responsible for all computer password, data, file and network security, including but not limited to, an active firewall on Your computer and/or network connection, anti-virus software and anti-spyware software, necessary to secure and protect any proprietary or confidential information that You provide, store, submit, transmit or disclose directly or indirectly with Your use of the VTAX Platform. You are the only person authorized to use Your password and for maintaining its confidentiality. You shall not permit or allow other persons to have access to or use Your password.
Puerto Rico law governs these Terms without regard to its conflicts of laws provisions.
If any section or subsection of these Terms is found to be invalid or unenforceable, by any court of law, having jurisdiction, such section, will be ineffective to the extent of such invalid or unenforceable part only, without affecting the remaining parts of these Terms or section or subsection in any way. The remaining terms, sections, and subsections will be valid and enforceable.
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VTAX, ITS AFFILIATES, AND ITS THIRD-PARTY TAX PROFESSIONALS, THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. UMBRELLA INTERNATIONAL GROUP AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
UMBRELLA INTERNATIONAL GROUP, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
NO TAX OR ACCOUNTING ADVICE BY VTAX. VTAX WILL NOT SIGN YOUR TAX RETURN AS THE PAID PREPARER OF THE RETURN. VTAX RENDERS NO TAX OR ACCOUNTING ADVICE FOR ANY ENGAGEMENT, AND MAKES NO REPRESENTATIONS ON SUCH. THE THIRD-PARTY TAX PROFESSIONAL, IN THEIR ROLE AS AN INDEPENDENT THIRD-PARTY CONTRACTOR, WILL SIGN YOUR TAX RETURN AS THE PAID PREPARER OF THE RETURN.
LIMITATION OF REMEDIES AND INDEMNITY
WE SHALL NOT BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT ACTUALLY PAID BY YOU TO US FOR THE RIGHT TO USE THE VTAX PLATFORM DURING THE TWELVE (12) MONTHS PRIOR TO YOUR CLAIM. BY WAY OF ILLUSTRATION OF THE FOREGOING AND NOT LIMITATION, UMBRELLA INTERNATIONAL GROUP, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET UMBRELLA INTERNATIONAL GROUP SYSTEMS REQUIREMENTS.
THIRD-PARTY TAX PROFESSIONALS ARE RESPONSIBLE FOR THEIR OWN WORK. UMBRELLA INTERNATIONAL GROUP MAKES NO REPRESENTATIONS REGARDING THE WORK BEING PERFORMED BY THE THIRD-PARTY TAX PROFESSIONALS. YOU AGREE TO HOLD UMBRELLA INTERNATIONAL GROUP HARMLESS FROM ANY AND ALL CLAIMS ARISING FROM THE WORK PERFORMED BY YOUR THIRD-PARTY TAX PROFESSIONAL.
Except as expressly permitted in these Terms, You agree to indemnify and hold Umbrella International Group, its affiliates, its suppliers, and its respective officers, directors, agents and employees, harmless from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, liability and expenses, including reasonable attorneys’ fees and costs, arising out of Your use of the Services or breach of these Terms (collectively referred to as “Claims”). Umbrella International Group reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Umbrella International Group in the defense of any Claims.
By using the Services, You agree that all disputes, no matter how described, pleaded, or styled, between You and Us (including Our parent and any past or present affiliates, officers, or employees), including, but not limited to, any dispute relating to any aspect of Your use of the Services or any act or omission by Us (“Claim”), shall first be resolved by informal discussions between You and Us. If the Claim is not resolved, both We and You irrevocably waive our rights to a trial by jury and agree instead to submit all Claims to binding, confidential, individual arbitration before a single, neutral arbitrator under the Federal Arbitration Act (“FAA”) conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (“AAA Rules”) and in accordance with the AAA Consumer Due Process Protocol and the terms of this “Disputes” provision. A copy of the applicable AAA Rules and forms may be obtained directly from the AAA at www.adr.org or 800-778-7879. Nothing in this Disputes provision prohibits You from filing a complaint with the any applicable governmental regulatory agency. In addition, we both retain our right to seek relief in a small claims court for Claims within the scope of that court’s jurisdiction. You and VTAX hereby further agree as follows:
The FAA (including all its procedural and substantive provisions) and related federal decisional law shall govern this Agreement to the fullest extent possible;
Except for our right to seek relief in a small claims court as provided in this Disputes provision, neither of us shall file an action in any court against the other, and any such action filed in violation of this Disputes provision shall be dismissed in favor of arbitration. We both recognize that such a breach of this Agreement will cause the other damage including, but not limited to, attorneys’ fees and costs incurred in compelling arbitration, which the breaching party will be liable to pay;
Except as specifically required by applicable law, the fact of and all aspects of the arbitration and the underlying Claim shall remain strictly confidential by both of us, our representatives, the arbitrator, and the AAA;
You agree that Your personal financial information is confidential and unique to You and that You do not want to have such information revealed to others in a class or mass action lawsuit and You agree that individual resolution of Your Claim will occur more quickly than if Your Claim were combined with others. You agree not to combine or consolidate any Claim(s) with those of other VTAX users, such as in a class or mass action, or to have any Claim(s) be arbitrated or litigated jointly or consolidated with any other person’s claims—You affirm that Your Claims must be resolved in a single case only involving You. Further You agree that the arbitrator shall have no authority to join or consolidate claims by more than one person. You may opt out of this single-case affirmation/provision by delivering (via certified mail, return receipt) a written statement to that effect to the attention of Umbrella International Group’s in-house counsel at 239 Arterial Hostos Ave. Suite 606 |San Juan, PR 00918, within 30 days of Your first use of the Services;
Only the arbitrator is authorized to make determinations as to the scope, enforceability, validity, and effect of this Disputes provision. However, any issue concerning the validity of the single-case affirmation/provision in the preceding paragraph must be decided by a court, and an arbitrator does not have authority to consider the validity of the single-case affirmation/provision. If for any reason the single-case affirmation/provision is found to be unenforceable, any putative class action may only be heard in court on a non-jury basis and may not be arbitrated under this Disputes provision;
If arbitration occurs, it shall be conducted at a location convenient to You, unless You are located outside the continental United States, in which case it may be conducted in Miami, Florida;
The arbitrator shall have the power to award any remedy that directly benefits You or Us (provided the remedy would be available from a court under the law of the applicable jurisdiction) but not the power to award relief for the benefit of anyone not a party to these Terms. The arbitrator’s award shall be final and binding on both of us, but subject to review in accordance with the FAA. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction;
If You initiate arbitration, You will be responsible for paying a portion of the AAA filing fee at the time the Claim is filed in an amount equal to $200 or the applicable filing fee of any court in the district in which the You reside, whichever fee is less. Each of us shall bear our own costs and expenses associated with our attorneys, experts, and witnesses, unless the arbitrator determines otherwise in strict accordance with the applicable law;
This Disputes provision shall not be modified except by written agreement signed by both of us. Notwithstanding, if the AAA requests the waiver of any provision in this Disputes provision in order for the Claim to remain before the AAA under the AAA Rules, such provision(s) may be waived unilaterally by the party against whom the Claim is asserted, but such waiver shall be in writing and executed by the party against whom the Claim is asserted (if the Claim is against Us, the waiver must be signed by the Chief Operating Officer) and specifically identify the provision or provisions being waived. Any such waiver shall not waive or affect any other portion of the Disputes provision.
Survival. The following provisions survive the termination of these Terms: all provisions related to data retention, including Section II.E; Section VII.A-F and N regarding intellectual property, privacy, and notice; Section VIII regarding governing law; Section IX regarding unenforceable provisions; Sections II.F-H, III.G, and Section X regarding disclaimer of warranties; Section XI regarding limitations of remedies and indemnity; and Section XII regarding disputes. .
YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. VTAX IS WILLING TO PROVIDE ACCESS TO THE VTAX PLATFORM AND SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THESE TERMS. YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS, UNDERSTAND THEM AND AGREE TO BE LEGALLY BOUND BY THEM. BY CLICKING YOUR ACCEPTANCE OF THIS AGREEMENT OR BY ACCESSING OR OTHERWISE USING ANY PART OF THE SERVICES, YOU CONSENT TO THESE TERMS. IF YOU DO NOT CONSENT TO THE TERMS, DO NOT ACCESS OR USE ANY PART OF THE VTAX PLATFORM.