This Agreement is between Thomson Reuters (Tax and Accounting), Inc. ( TRTA ) and the company whose name appears in any Order Form attached hereto and/or referencing this Agreement ( Company ). Company has agreed to purchase a license to use the product described in the applicable Order Form through a virtual office link provided by TRTA or its affiliate (hereinafter such product delivered through such virtual office link is referred to as Services ) under the terms and conditions described herein. The individual signing the Order Form represents that he or she is authorized to enter into this Agreement on Company s behalf and that he or she is the administrator of the Services (unless such administration is otherwise delegated) and has an exclusive license to use the Services on behalf of one legally constituted proprietorship, partnership, or corporation (the Practice Unit ), subject to the section entitled Grant of Rights below ( Licensee ). This Agreement may change from time to time. Company will be notified of any material change to this Agreement. Notice of changes may also be provided online via the TRTA website. Company agrees that use of the Services following notice to Company or publication on such website signifies Company s acceptance of any changed terms or conditions. Grant of Rights Upon acceptance of the signed Order Form by TRTA, TRTA grants to Company a limited, non-exclusive, non-transferable right and license during the term stated in such Order Form, to access and use the Services. This license is intended for the exclusive use of the Licensee; provided, however that Licensee may delegate or sublicense such use to others within the Practice Unit for the intended purpose and subject to the license provisions of this Agreement. This license does not extend to on-premise installation of the software. Each user authorized by the Licensee to access and use the Services shall receive a unique user name and password, which shall be maintained by Company and such users in strict confidence. Company shall prohibit access to the Services except via password-authenticated access by Company s personnel. Logins cannot be shared between two or more people. Company acknowledges that the Services are being provided for Company s internal business use only. Using the Service to host third parties is prohibited. Notwithstanding the foregoing, Company has the right to permit access to the services to Company s clients in the ordinary course of Company s business. Company agrees to be responsible for compliance by its clients with the terms of this Agreement. Fees and Payment Company shall pay to TRTA all applicable License Fee(s) as defined on the Order Form and any minimum payments and payment terms which are set forth in the Order Form. Unless indicated otherwise in the Order Form, Company must have a valid credit card or direct debit account number on file with TRTA. Initial setup fees, if required under the Order Form, must be paid via credit card or direct debit account in order to begin receiving the Services. Fees that are based on usage will be determined by TRTA and will be charged monthly, in arrears, to the credit card or direct debit account on file based on the prior month s activity. Failure to supply valid payment information will result in additional processing fees. Any other fees, such as consulting and training fees, will be billed separately and will be due as indicated in the invoice or, if no due date is specified, then 30 days from the date of the invoice. This Agreement shall be effective from the Effective Date, as defined on the applicable Order Form, and shall remain in effect for as long as an Order Form is in effect. The initial term of each Order Form shall be stated therein, and unless otherwise stated, has a duration of twelve (12) months ( Initial Term ). After such Initial Term, the Order Form will automatically renew on a monthto-month basis (each, a Renewal Term ), at then current fees for the applicable usage, unless Company sends TRTA notice pursuant to the section entitled Discontinuance and Minimum Commitment. Company is responsible for payment of federal, state and local excise, sales, use and other taxes, if applicable, which may be now or hereafter levied or imposed on any of the Services, except for taxes based on TRTA s net income. All payments shall be in US dollars. TRTA may adjust fees and will advise Company of any fee increase prior to its taking effect. Enhancements TRTA will make available updates, enhancements, or modifications to the Services that it makes available to its clients, generally, without charge. However, nothing in this Agreement shall be construed to require TRTA to supply any updates, enhancements, or modifications. Product Support TRTA will make product support for technical issues available to Company s authorized personnel during TRTA s standard support hours for the Services. TRTA will not provide support to Company s clients because TRTA does not work directly with Company s clients. Internet Connectivity & Support Company is responsible for Company s network connectivity and will provide a qualified network technician to install and configure all connections to the Internet. Company will provide a qualified person to handle all Internet connectivity administrative functions including but not limited to security, Proxy Servers, firewalls, routers, monitoring/verifying Internet Service Provider connectivity and all associated hardware. TRTA will only provide product support for the Services when connectivity has been established from Company s network through the Internet Service Provider to the Internet. Page 1 of 5 Hosted Services License Agreement
Discontinuance and Minimum Commitment Fees and expenses paid under this Agreement, including without limitation use based fees and training, implementation and consulting fees, are nonrefundable and will not be prorated. Prepaid training balances unused after two years from the purchase date will be forfeited. Licensee may discontinue one or more of the Services at any time by submitting the Web Services Cancellation Request form to the Thomson Reuters Customer Service department. Notwithstanding the foregoing, some Services have a minimum commitment period, which is indicated in the Order Form. Such Services may only be discontinued by Company or Licensee after the expiration of the minimum commitment period or after payment of a fee equal to the amount that would have been due for the then remaining term of the minimum commitment period. TRTA may, after any applicable minimum commitment period, discontinue the Services for any reason upon written notice to Company. Professional Responsibility Company is solely responsible for all reports and all other information displayed or stored via the Services. Using the Services does not relieve Company of any professional obligations. Without limiting the foregoing, Company is solely responsible for the use of the Services by the Licensee, authorized users and/or Company s clients and for reviewing the accuracy and completeness of the data produced in connection with the use of the Services. Although the Services provided hereunder are tools to assist Company in the preparation of, as applicable, tax returns and/or other tax related documents ( Tax Documents ), Company assumes sole responsibility and entire risk for the preparation, content, elections, accuracy and timely submission of all such Tax Documents. In addition, to the extent the Company utilizes any option to partake in third party services which are offered by TRTA in conjunction with the Services ( TP Services ), TRTA shall have no liability with respect to such TP Services, including, but not limited to, services which offer to pay Company s tax preparation fees in exchange for a charge assessed to Company s clients. Company agrees to defend, at Company s own expense, indemnify and hold TRTA harmless against liability (including without limitation, attorneys' fees, penalties and interest) arising directly or indirectly from any suit, claim or proceeding brought against TRTA by any party based upon preparation, submission or filing of Tax Documents through use of the Services and/or the TP services. Confidentiality and Intellectual Property Both parties understand and agree that restrictions should be placed on the use, dissemination and disclosure of certain non public and/or proprietary information to be exchanged between TRTA on the one hand, and Company on the other. This information shall include, without limitation, the terms and conditions of this Agreement, either party s information about its customers, any non-public information, and TRTA s products and services, and all other software, data, information and materials marked as confidential or that should otherwise be understood to be confidential in the reasonable exercise of the receiving party s judgment, which is disclosed by one party ( the disclosing party) to the other party ( the recipient ), all of which shall hereinafter be referred to as the Information. For the avoidance of doubt, nothing herein shall prohibit TRTA from collecting from Client s systems and providing to a taxing authority with information required for TRTA to electronically file a return on behalf of Client should Client request such service, including, but not limited to the Device ID identifying Client s computer that created the electronic file, as more fully set forth in IRS Publication 4164, Modernized e-file (MeF) Guide for Software Developers and Transmitters. The Information will be kept confidential and each party shall exercise reasonable care to maintain all Information in confidence. Circulation of the Information shall be limited to only the recipient s employees and agents who need to know the Information in connection with their normal duties and who are bound in writing by confidentiality obligations at least as stringent as under this Agreement, and shall not be distributed or disclosed in whole or in part to any other employees or third parties, without prior written consent of the disclosing party. The term Information does not include information that (a) is or becomes generally available to the public other than as a result of disclosure by the recipient or anyone to whom the recipient discloses the Information, (b) becomes available to the recipient on a non confidential basis from a source other than the disclosing party who is not bound by a confidentiality agreement with the disclosing party, (c) was lawfully known to the recipient or in its possession prior to the date of disclosure by the disclosing party, (d) is disclosed with the disclosing party s written permission, or (e) is independently developed by the recipient without reference to or use of the Information. In the event that the recipient becomes legally compelled to disclose any of the Information, it will provide the disclosing party with prompt notice so that the disclosing party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the recipient will furnish only that portion of the information, which is legally required and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information. In the event of any breach of the obligations set forth in this section by the Recipient, the Disclosing Party could be irreparably and immediately harmed and may not be made whole by monetary damages. In such event, without prejudice to any rights and remedies otherwise available, the Disclosing Party shall be entitled to seek equitable relief by way of injunction. The obligations of confidentiality set forth herein shall govern all communications and disclosure/receiving of Information between Company and TRTA and shall continue for a period of three (3) years following expiration or termination of this Agreement. Page 2 of 5 Hosted Services License Agreement
TRTA retains all rights in the systems hosting the Services, and all source code, applications and processes making up the software used to provide the Services (the Software ), (ii) any information about the same contained in the specifications, or documentation, user, technical and training manuals, (iii) updates, modifications, enhancements, screen shots, layouts, text and user interfaces, and (iv) any and all concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates and software contained in (i), (ii) or (iii) and/or which TRTA creates, acquires, owns or otherwise has or obtain rights to. The Services, the Software and all accompanying Materials are subject to protection under the copyright and or trade secret laws, where applicable, and other intellectual property laws of the United States and other jurisdictions. The rights granted in this Agreement are the only rights that TRTA grants with regard to the Software and there are no implied licenses, and TRTA retains all rights not specifically granted to Company in the Agreement. Company agrees that Company will hold and use the Software in the same manner as Company deals with his/her own confidential proprietary information and trade secrets. Company will not, nor will Company permit any of Company s employees, agents or representatives to transfer, resell, divulge, reverse engineer, modify, or develop derivative works from the technology embodied in the Software. Company s Warranties Company warrants to TRTA that Company has full power and authority to enter into this Agreement and to perform Company s obligations hereunder and that Company will comply with all applicable laws, rules, and regulations including those relating to professional ethics, conduct, and advertising. Company represents and warrants that the provision and use of content provided by Company does not and will not violate any copyrights, trade secrets or other proprietary rights of any third party, or create any liability to any third party. Company acknowledges that any breach of Company s representations and warranties is a material breach of this Agreement. TRTA Warranties TRTA represents and warrants to Company that it has full power and authority to enter into this Agreement and perform its obligations hereunder. DISCLAIMER AND LIMITATION OF LIABILITY EXCEPT AS SET FORTH IN THIS AGREEMENT, TRTA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES AS TO THE ACCURACY OF ANY INFORMATION, OR RESULTS TO BE OBTAINED FROM THE SERVICE(S), OR THAT ACCESS WILL BE UNINTERRUPTED OR ERROR FREE. IN THE EVENT TRTA BREACHES THIS WARRANTY, TRTA WILL, AT ITS OPTION, AND AS COMPANY S SOLE AND EXCLUSIVE REMEDY, RESTORE COMPANY S SERVICE(S), OR REFUND A PORTION OF THE FEES PAID BY COMPANY FOR SUCH SERVICE(S). COMPANY AGREES THAT THE TOTAL CUMULATIVE LIABILITY OF TRTA FOR ALL CLAIMS DURING A TWELVE MONTH PERIOD RELATED TO THIS AGREEMENT INCLUDING ANY CLAIMS IN WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE SHALL NOT EXCEED THE TOTAL AMOUNT OF THE FEES PAID BY COMPANY FOR THE APPLICABLE SERVICE(S) WHICH FORM THE BASIS OF SUCH CLAIM(S), IN THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. TRTA SHALL NOT IN ANY EVENT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT MAY RESULT TO COMPANY OR OTHERS ARISING FROM, OR IN ANY WAY RELATING TO, THIS AGREEMENT, OR THROUGH USE OF THIS SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting anything in the foregoing, Company acknowledges that the use of the Service(s) over the Internet may be unreliable, that access to the Service(s) may not be available and that while TRTA has taken measures to provide security, there is no guarantee of the security of information submitted through the Internet. Company expressly waives any claims against TRTA related to the foregoing. Indemnity Company agrees to indemnify and hold harmless TRTA and its affiliates from and against any liability (including without limitation attorneys fees, penalties and interest) arising directly or indirectly from any suit, claim or proceeding brought against TRTA or its affiliate by any party based upon Company s use or Company s client s use of the Services provided under this Agreement or Company s breach of a representation or warranty here under. Termination TRTA may terminate the applicable Order Form or this Agreement, and deactivate Company s access to the Services, as well as discontinue and/or suspend the provision of updates and/or support services for any of the CS Professional Suite Products, in the event of Company s material breach, including failure to timely pay any sums when due, unless cured within ten (10) days of written notice of breach or nonpayment. Upon termination for any reason, Company and its clients are obligated to cease all use of the Service. Any information provided by Company and included in the Service may be stored for up to two years. General Company agrees that injunctive relief is an appropriate remedy to prevent any breach of this Agreement. In the event of a breach or threatened breach of these provisions, the injured party shall be entitled to seek a preliminary or permanent injunction in order to prevent the continuation of such harm. Neither party may assign its rights and remedies nor transfer its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; however, upon written notice to the other party, TRTA may assign this Agreement to any present or future parent, subsidiary, or affiliate, or as part of the sale of its business using the Products and Services provided Page 3 of 5 Hosted Services License Agreement
hereunder, or pursuant to any merger, consolidation, or other reorganization, without the other party's consent. An assignee of either party, as authorized hereunder, shall assume all of the rights and obligations of the assigning party set forth in this Agreement.. This Agreement shall be governed by and construed under the laws of the State of Michigan, without regard to conflict of laws provisions. The parties agree that the state and federal courts sitting in Michigan will have exclusive jurisdiction over any claim arising out of this Agreement, and each party consents to the exclusive jurisdiction of such courts. This Agreement and all applicable Order Forms, embody the entire understanding between the parties with respect to the subject matter hereof and thereof, and supersede any and all prior understandings and agreements, oral and written, relating to the subject matter hereof and thereof. Should any provision of this Agreement be held void, invalid, unenforceable or illegal by a court of law, the remaining provisions will remain valid and enforceable. Failure to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. Customer License Terms and Conditions Regarding Use of MICROSOFT SOFTWARE This document concerns Company s use of Microsoft software, which includes computer software provided to Company by TRTA as described below, and may include associated media, printed materials, and online or electronic documentation (individually and collectively SOFTWARE PRODUCTS ). TRTA does not own the SOFTWARE PRODUCTS and the use thereof is subject to certain rights and limitations of which TRTA needs to inform you. Company s right to use the SOFTWARE PRODUCTS is subject to Company s agreement with TRTA, and to Company s understanding of, compliance with and consent to the following terms and conditions, which TRTA does not have authority to vary, alter or amend. 1. DEFINITIONS. Client Software means software that allows a Device to access or utilize the services or functionality provided by the Server Software. Device means each computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, smart phone, or other electronic device. Server Software means software that provides services or functionality on a computer acting as a server. Redistribution Software means the software described in Paragraph 4 ( Use of Redistribution Software ) below. 2. OWNERSHIP OF SOFTWARE PRODUCTS. The SOFTWARE PRODUCTS are licensed to TRTA from an affiliate of the Microsoft Corporation ( Microsoft ). All title and intellectual property rights in and to the SOFTWARE PRODUCTS (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and applets incorporated into the SOFTWARE PRODUCTS) are owned by Microsoft or its suppliers. The SOFTWARE PRODUCTS are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Company s possession, access, or use of the SOFTWARE PRODUCTS does not transfer any ownership of the SOFTWARE PRODUCTS or any intellectual property rights to you. 3. USE OF CLIENT SOFTWARE. Company may use the Client Software installed on Company s Devices by TRTA only in accordance with the instructions, and only in connection with the services, provided to Company by TRTA. 4. USE OF REDISTRIBUTION SOFTWARE. In connection with the services provided to Company by TRTA, Company may have access to certain sample, redistributable and/or software development ( SDK ) software code and tools (individually and collectively Redistribution Software ). COMPANY MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY REDISTRIBUTION SOFTWARE UNLESS COMPANY EXPRESSLY AGREES TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICES PROVIDER USE RIGHTS ( SPUR ) APPLICABLE TO TRTA, WHICH TERMS MUST BE PROVIDED TO COMPANY BY TRTA. Microsoft does not permit Company to use any Redistribution Software unless Company expressly agrees to and complies with such additional terms, as provided to Company by TRTA. 5. COPIES. Company may not make any copies of the SOFTWARE PRODUCTS. However, Company may (a) make one (1) copy of Client Software on Company s Device as expressly authorized by TRTA; and (b) Company may make copies of certain Redistribution Software in accordance with paragraph 4 (Use of Redistribution Software). Company must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of Company s agreement with TRTA, upon notice from TRTA or upon transfer of Company s Device to another person or entity, whichever first occurs. Company may not copy any printed materials accompanying the SOFTWARE PRODUCTS. 6. LIMITATION ON REVERSE. ENGINEERING, DECOMPILATION AND DISASSEMBLY. Company may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCTS, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity. 7. NO RENTAL. Company may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the SOFTWARE PRODUCTS to Page 4 of 5 Hosted Services License Agreement
any third party, and Company may not permit any third party to have access to and/or use the functionality of the SOFTWARE PRODUCTS. 8. TERMINATION. Without prejudice to any other rights, TRTA may terminate Company s rights to use the SOFTWARE PRODUCTS if Company fails to comply with these terms and conditions. In the event of termination or cancellation, Company must stop using and/or accessing the SOFTWARE PRODUCTS, and destroy all copies of the SOFTWARE PRODUCTS and all of their component parts. 9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY TRTA AND NOT BY MICROSOFT OR ITS AFFILIATES OR SUBSIDIARIES. Any product support for the SOFTWARE PRODUCTS is provided to Company by TRTA and is not provided by Microsoft or its affiliates or subsidiaries. 11. NOT FAULT TOLERANT. THE SOFTWARE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE. 12. EXPORT RESTRICTIONS. The SOFTWARE PRODUCTS are of U.S. origin for purposes of U.S. export control laws. Company agrees to comply with all applicable international and national laws that apply to the SOFTWARE PRODUCTS, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/. 13. LIABILITY FOR BREACH. In addition to any liability, Company may have to TRTA, Company agrees that it will also be legally responsible directly to Microsoft for any breach of these terms and conditions. Page 5 of 5 Hosted Services License Agreement