LukkaTax End User Agreement
Version Last Updated: March 6, 2020
THANK YOU FOR SELECTING THE PRODUCTS (AS DEFINED BELOW) OFFERED BY LUKKA, INC. (THE “COMPANY,” “WE,” “OUR” OR “US”) AND/OR ITS AFFILIATES. REVIEW THIS AGREEMENT THOROUGHLY (THIS “AGREEMENT”). THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND THE COMPANY. BY CLICKING “I ACCEPT” INDICATING ACCEPTANCE ELECTRONICALLY, OR BY INSTALLING, ACCESSING OR USING THE PRODUCTS, YOU AGREE TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MAY NOT USE THE PRODUCTS.
Should you have any questions or comments regarding our Products, please feel free to contact us at: terms@lukkatax.tech.
This Agreement describes the terms governing your use of the products provided to you on this website (this “Site”), including, LukkaTax (the “Products”).
This Agreement will refer to the Customer (as defined below) as “you” or through any second-person pronouns, such as “your,” “yours,” etc. If you are using our Products on behalf of a company or organization, such company or organization will also be considered a party to this Agreement.
You become a “Customer” by registering with the Site using a username and password, as discussed below (collectively, “Customer Onboarding”) and obtaining access to the Products. Only Customers may access the Products. Your eligibility for any of our particular products and services, including the Products, is subject to our final approval and acceptance.
Hereinafter, the Company and you may collectively be referred to as the “Parties” and each, a “Party”.
1.2 Terms of Use
Through this Agreement, we are placing legal conditions on your use of the Products and making certain promises to you. You must agree to all of the conditions in this Agreement. If you do not agree to or accept all the conditions of this Agreement, please immediately discontinue access to and use of the Site and related Products.
If you are under the age of eighteen (18) or the legal age for entering legally binding contracts under applicable laws, you are not permitted to use the Products at all. Misrepresentation of your age to gain access to the Products is considered a breach of this Agreement and may constitute computer hacking under applicable law.
If you do not understand all of the terms in this Agreement, then you should consult with a lawyer, accountant, or other tax professional before using the Products.
Consideration for your acquiescence to all of the provisions in this Agreement has been provided to you in the form of allowing you to access and use our Products. You agree that such consideration is both adequate and is received upon your viewing or using any portion of the Products.
No one is authorized or allowed to access the Products unless they have signed this Agreement. Such signature does not need to be a physical signature, since electronic acceptance of this Agreement is permitted by various jurisdictions’ laws, such as the Electronic Signatures in Global and National Commerce Act (E-Sign Act) and similar legislation. You manifest your agreement to this Agreement by taking any act demonstrating your assent thereto. Most likely, you have clicked or will click a button containing the words “I agree” or some similar syntax. You should understand that this has the same legal effect as you placing your physical signature on any other legal contract. If you click any link, button or other device provided to you in any part of our Site’s interface, then you have legally agreed to all of this Agreement. Additionally, by using any part of our Products in any manner, you understand and agree that such use constitutes your affirmation of your complete and unconditional acceptance to all of the terms in this Agreement.
Even if you fail to sign this Agreement, you understand and agree that you are still bound by the terms of this Agreement by virtue of your viewing or using any portion of the Products.
From time to time, we may revise this Agreement. We reserve the right to do so, in our sole and absolute discretion, and you agree that we have this unilateral right. Your continued use of the Products shall be deemed acceptance of the then prevailing terms and conditions. You agree that all modifications or changes to this Agreement are in force and enforceable immediately upon posting. Any updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect, unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. To the extent any amendment of this Agreement is deemed ineffective or invalid by any court, the Parties intend that the prior, effective provisions of this Agreement be considered valid and enforceable to the fullest extent, and all remaining provisions shall remain in full force and effect.
Any updated version of this Agreement will include a new “last modified” date at the top of this Agreement in order to identify the then-currently applicable Agreement. Following the posting of the updated version of this Agreement on our Site, please re-review this Agreement in order to ensure that you understand how your rights and responsibilities may have been affected by the revisions.
If you fail to periodically review this Agreement to determine if any of the terms have changed, you assume all responsibility for your failure to do so and you agree that such failure amounts to your affirmative waiver of your right to review the amended terms. We are not responsible for your neglect of your legal rights.
Although this Agreement represents the primary terms and conditions with respect to the Products, certain additional guidelines and rules are hereby incorporated by reference. Our Privacy Policy and Site Terms of Use, which can be found on our Site, are each specifically incorporated by reference, and each forms an integral part of this Agreement.
1.9 Supplemental Terms
Your use of our Products is subject to the additional notices that may appear throughout the Site. If you use any of our Products, you are subject to any applicable agreements ("Supplemental Terms") and any posted guidelines or rules applicable to such Products. All such guidelines, or rules are hereby incorporated by reference into this Agreement. Where a conflict exists between this Agreement and any of the Supplemental Terms, the provisions of the applicable Supplemental Terms shall govern.
LukkaTax is proprietary cryptocurrency tax reporting software that uses a Customer’s transaction history to generate the inputs needed for the cryptocurrency portion of the Customer’s taxable gains and losses. Only Customers may use LukkaTax. Except as expressly provided otherwise in an applicable Supplemental Terms, we grant each Customer a personal, limited, revocable, non-transferable and non-exclusive license to display on Customer’s computer, print, download and use screen displayed text, audio clips, video clips related to LukkaTax and other such content that is made available to you as a Customer, solely as necessary to receive and access LukkaTax.
You are not required to purchase anything in order to use LukkaTax. However, as discussed in Section 2.2 below, certain aspects of LukkaTax may be behind a paywall, thereby requiring payment of a fee by a Customer in order to access such features. Lukka reserves the right to modify the content, type and availability of any part of LukkaTax, including, without limitation, the aspects of LukkaTax accessible for a fee, at any time.
2.2. Payment and Processing
There is no fee to access LukkaTax, however, when accessing certain pages that offer the option to download any reports from LukkaTax (such as but not limited to: csv file, pdf, etc), a Customer may be prompted to first make a payment in order for Lukka to generate such reports. A Customer will be charged only once for Lukka generating such reports in any one tax year (this is not a “per report” charge). Additionally, there is no additional fee should a Customer update or change its Customer Data, necessitating the re-generation of any reports for a tax year.
When you purchase such downloadable reports generated by LukkaTax, the price will be made clear during the order process. You agree to pay the price that is stated at the time of your order, as well as any applicable taxes. All prices are in United States Dollars, unless otherwise stated. Lukka reserves the right to change prices and fees for LukkaTax and its features at any time. Applicable taxes may vary. We are not able to notify you in advance of changes in applicable taxes.
The Company may use a third party subscription management platform to handle the processing and maintenance of Customer payments. That third party processor may keep a protected copy of the credit card numbers a Customer uses in connection with the Products. Customers should review the terms of use of such third party processor prior to sharing any payment info in connection with the Products.
The following terms apply (and hereby incorporates by reference and includes any program ordering and payment terms provided to you on the Site): (i) payments are billed in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms for the Products, (ii) you must pay with one of the following: (a) a valid credit card acceptable to the Company’s payment processor; (b) a valid debit card acceptable to the Company’s payment processor; or (c) by another payment option the Company provides to you in writing, (iii) if your payment and registration information is not accurate, current and complete, and you do not notify us (or our payment processor) promptly when such information changes, we may suspend or terminate your Account, and refuse any further use of the Products and (iv) if you do not notify us (or our payment processor) of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we (or our payment processor) may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your Account with the updated information that we obtain.
Each subscription to LukkaTax is specific to a particular tax year (each, a “LukkaTax Subscription”) and therefore may only be used with respect to the tax year for which it relates.
While there is no charge to use LukkaTax, each Customer must choose a particular LukkaTax Subscription option prior to obtaining access to LukkaTax. Any downloadable reports available to a Customer through LukkaTax for a fee will also be specific to a particular LukkaTax Subscription.
2.4 No Refunds
There is no charge to access or use any LukkaTax Subscription. A payment is due only if a Customer wishes Lukka to generate certain reports located behind a paywall. Once purchased, no substitutions or refunds will be offered for any such reports.
Any purchased report will be made available to the Customer for same-day download. While the Company currently intends to make such reports available to the Customer for an extended period of time, it is under no obligation to do so. Additionally, the Company may, but is not at any time obligated to, provide a Customer with ongoing viewing access to any Customer Data inputted by such Customer into a LukkaTax Subscription.
The Company may discontinue Customer access to a LukkaTax Subscription at any time and for any or no reason. Once a LukkaTax Version or its support is discontinued, no future support or updates will be provided or made available for that particular LukkaTax Subscription. You understand that discontinued LukkaTax Subscriptions (i.e., LukkaTax Subscriptions for which support and updates are no longer provided) may in the future be vulnerable to un-patched issues, including bugs, security and other risks, and that the Company is not responsible for your continued use of such LukkaTax Subscription. Further, in no event will any discontinuation of a LukkaTax Subscription cause or allow a Customer to receive any refund of prior fees paid for reports already generated with respect to a LukkaTax Subscription. All such reports are non-refundable once purchased per Section 2.4 above.
In order to use the Products, you must go through the Customer Onboarding with us and we will then set up an account for you on the Site (your “Account”). In creating your Account, you may be asked to provide certain registration details and information. In connection with completing the online registration form, you agree to provide true, accurate, current and complete information about yourself as prompted by the registration form (such information being the "Registration Data"); and you further agree to maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times while you are a Customer. While we use reasonable efforts to protect the personal information of others from inadvertent release or misappropriation, we are not responsible for the intentional or criminal acts of third parties such as hackers or “phishers.” Please refer to our Privacy Policy for more information on the use of your personal information. You must promptly inform us of all changes to your Registration Data.
You are entirely responsible for any and all activities conducted through your Account. You agree to notify us immediately of any unauthorized use of your username or password, as well as of any other breach of security. We reserve the right to require you to change your Account password if we believe it is no longer secure. We are not responsible for any unauthorized use of your Account, and you agree that you are responsible for such unauthorized use and for protecting the confidentiality of your username and password. To the fullest extent permissible by applicable law, you acknowledge and agree that the Company will have no liability associated with or arising from your failure to maintain accurate Registration Data, including your failure to receive important information and updates about the Products. If the Company or any of its authorized agents have reasonable grounds to suspect that any information you provided to us is untrue, inaccurate or incomplete, we may suspend or terminate your Account and refuse any and all current or future use of the Site, including the Products, (or any portion thereof) by you, as well as subject you to civil liability or refer you to the appropriate law enforcement authorities for criminal prosecution. We shall not be liable to make any compensation, monetary or otherwise, following such suspension, termination or inability to use the Products.
2.8 Third Party Account Information
In order to provide you with the Products, you may also be required to disclose certain third-party account information to us, including, without limitation, crypto trading, exchange, OTC, wallet, brokerage, or similar account details and/or related information. As indicated elsewhere in this Agreement, we are not responsible for any unauthorized use of your Account with the Company or any third-party accounts which you use in connection with the Products.
Control or use of your Account or the Products may not be transferred, leased, assigned or sold to a third party. We disclaim any and all liability arising from fraudulent entry and use of your Account or the Products. If a third party fraudulently obtains access to your Account or any Products, we may terminate the third party’s access immediately and take all necessary and appropriate actions under applicable federal, state and international laws.
You may close your Account at any time by providing written notice to us. After notifying us of your desire to close your Account, your access to the Products may be relinquished. We reserve the right at our sole and absolute discretion to block access to or to suspend, close or terminate your Account for any other reason in our sole and absolute discretion. You agree that neither the Company nor any third party acting on our behalf shall be liable to you for any termination of your access to any part of the Products in accordance with this Agreement. You agree that if your access is terminated by us, you will not attempt to regain access to the Products – using the same or different Registration Data – without prior written consent from us.
We reserve the right to send electronic mail or other messages to Customers. The purpose of these communications may include, but is not limited to: (i) providing you with information concerning your Account; (ii) providing information to you regarding products or services offered by our affiliates or partners; (iii) informing you about any of our related products or services; or (iv) providing you with information about any item that we think, in our sole discretion, may be of interest to you.
In some countries or territories, we may offer Customers the choice to enroll in our email subscription. If you enroll in the email subscription, you agree to receive, from time to time, promotional emails from the Company. Each promotional email will include a link allowing you to unsubscribe from the email subscription and/or a link to a webpage where you can adjust your email preferences. Enrolling in the email subscription will not affect the frequency of administrative emails that the Company may send to Customers in connection with their Accounts. No fee is charged in sending promotional emails to you, but third-party data rates may apply. Some promotions you receive may have additional, promotion-specific terms and conditions, privacy notices or other disclosures and/or requirements. Please be sure to review any such additional terms, disclosures and/or requirements before you choose to participate in such promotions.
YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL CUSTOMER DATA (AS DEFINED BELOW) ENTERED, INPUTTED, CALCULATED AND DETERMINED USING OUR PRODUCTS. ANY SUCH CUSTOMER DATA MUST BE VERIFIED AND CONFIRMED BY YOU. THE COMPANY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY ADVICE, RECOMMENDATIONS OR DETERMINATIONS RELATING TO THE POTENTIAL NATURE, VALUE, TAX TREATMENT AND RESULTS RELATED TO YOUR CRYPTO ASSETS AND ASSOCIATED TRANSACTIONS. YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL ACCESS AND USE THE SITE, INCLUDING THE PRODUCTS, AT YOUR OWN RISK.
YOU ARE RESPONSIBLE FOR ANY LOST OR UNRECOVERABLE CUSTOMER DATA. WE ARE NOT RESPONSIBLE FOR ANY OF YOUR CUSTOMER DATA THAT YOU SUBMIT THROUGH THE PRODUCTS.
BY MAKING YOUR CUSTOMER DATA AVAILABLE THROUGH YOUR USE OF THE PRODUCTS, YOU HEREBY GRANT THE COMPANY A WORLDWIDE, ROYALTY-FREE, NON-EXCLUSIVE LICENSE TO HOST AND USE YOUR CUSTOMER DATA IN PERPETUITY. YOU AGREE THAT WE MAY USE SUCH CUSTOMER DATA WITHOUT ANY RESTRICTION OR OBLIGATION TO YOU. SUCH CUSTOMER DATA MAY BE USED AT OUR DISCRETION FOR ANALYSIS, PRODUCT IMPROVEMENT, MARKETING, REDISTRIBUTION OR OTHER BUSINESS PURPOSES.
Customer Data hereunder includes any data, information, materials, text, graphics, images, software, audio, video, works of authorship of any kind, including, without limitation, transaction, trade or transfer data from persons, blockchains or entities, such as, but not limited, to crypto exchanges, OTC desks, wallets, brokerages or similar, in each case, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Products by the Customer (collectively, “Customer Data”), and includes, without limitation any Customer Data that account holders (including you) provide through your use of the Products.
3.2 No Professional Advice
NEITHER THE COMPANY NOR ANY OF ITS OFFICERS, AGENTS, EMPLOYEES OR OTHER REPRESENTATIVES ARE ENGAGED IN OR IS IN THE BUSINESS OF RENDERING LEGAL, TAX OR ACCOUNTING SERVICES OR OTHER SUCH PROFESSIONAL SERVICES OR ADVICE. THE PRODUCTS ARE NOT INTENDED TO PROVIDE, AND SHOULD NOT BE RELIED ON FOR TAX, LEGAL OR ACCOUNTING ADVICE. CONSULT THE SERVICES OF A COMPETENT PROFESSIONAL WHEN YOU NEED THIS TYPE OF ASSISTANCE.
3.3 No Liability For Misinterpretation of Tax Guidance
UNTIL RECENTLY, LITTLE OR NO REGULATORY ATTENTION HAS BEEN DIRECTED TOWARD CRYPTO ASSETS BY U.S. FEDERAL AND STATE GOVERNMENTS, FOREIGN GOVERNMENTS AND SELF-REGULATORY AGENCIES. ADDITIONALLY, THE UNITED STATES TAX RULES APPLICABLE TO AN INVESTMENT IN OR TRANSACTIONS INVOLVING CRYPTO ASSETS ARE UNCERTAIN AND COMPLEX IN CERTAIN INSTANCES. WHILE THE COMPANY USES GOOD FAITH EFFORTS TO INTERPRET EXISTING U.S. TAX GUIDANCE RELATED TO CRYPTO ASSETS, THE TAX CONSEQUENCES TO A CUSTOMER WHO USES THE PRODUCT COULD DIFFER FROM THE CUSTOMER’S EXPECTATIONS AND SUCH DIFFERENCES COULD BE SUBSTANTIAL AND ADVERSE.
IN NO EVENT WILL THE COMPANY BE HELD LIABLE FOR ANY MISINTERPRETATION OF EXISTING U.S. TAX GUIDANCE RELATED TO CRYPTO ASSETS. FURTHER, THE COMPANY AND ITS AFFILIATES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE PRODUCTS WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. A CUSTOMER SHOULD SEEK THE ADVICE OF PROFESSIONAL TAX, LEGAL AND ACCOUNTING SERVICES PRIOR TO FILING ANY TAX RETURNS.
3.4 No FX Trading Support
TO THE EXTENT THE PRODUCTS COLLECT ANY FOREIGN FIAT DATA, NO GAIN OR LOSS INFORMATION WILL BE CALCULATED OR PROVIDED WITH RESPECT TO SUCH FOREIGN FIAT. THE PRODUCTS DO NOT SUPPORT FX TRADING.
3.5 Products Made for U.S. Use Only
LUKKATAX IS INTENDED FOR USE IN CONJUNCTION WITH FILINGS TO BE MADE UNDER THE U.S. TAX LAWS. IF A CUSTOMER USES ANY OF OUR PRODUCTS FOR CALCULATIONS RELEVANT TO NON-U.S. TAX LAWS, THE CUSTOMER ACKNOWLEDGES AND AGREES THAT SUCH USE MAY NOT BE APPROPRIATE FOR A FOREIGN JURISDICTION. THE CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING ANY VARIANCE IN THE LAWS OF SUCH FOREIGN JURISDICTION.
3.6 Payment Disputes
IN THE EVENT OF ANY PAYMENT DISPUTE BETWEEN THE CUSTOMER AND THE COMPANY, CUSTOMER AGREES THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING THE DISPUTE PROVISIONS HEREOF), AND NOT ANY TERMS PROVIDED BY THE RELEVANT CREDIT PARTY, SHALL IN ALL ASPECTS GOVERN SUCH DISPUTE. IN ANY SUCH DISPUTE, LUKKA WILL AUTOMATICALLY AND WITHOUT ANY PRIOR NOTICE TO CUSTOMER PROVIDE THIS AGREEMENT (AS WELL AS THE DATE(S) UPON WHICH CUSTOMER EXECUTED THIS AGREEMENT) TO THE RELEVANT CREDIT CARD COMPANY.
Without our express prior written authorization, you may not: (i) duplicate any part of our Products or the images and content, including, but not limited to, text, software, images, graphics, data, messages or any other information, and any other website content owned, operated, licensed, or controlled by the Company, including, without limitation, any downloadable reports generated from the Products (collectively, “Materials”) contained therein or received via the Products (except as expressly provided elsewhere in this Agreement); (ii) create any derivative works based on our Products or any of the Materials contained therein or received via the Products; and you agree and stipulate that any and all derivative works are NOT “fair use;” (iii) use our Products, or any of the Materials contained therein, for any public display, public performance, sale or rental; and you hereby agree and stipulate that any and all such uses are NOT “fair use”; (iv) re-distribute our Products or any of the Materials contained therein or received through the Products; and you hereby agree and stipulate that any and all such uses is NOT “fair use;” (v) remove any copyright or other proprietary notices from our Site, Products or any of the Materials contained therein; (vi) frame or utilize any framing techniques in connection with our Products or any of the Materials contained therein; (vii) use any meta-tags, pay-per-click advertising, or any other “hidden text” using our Site’s or our Products’ name or marks, and you hereby stipulate that any use of the Products’ name or marks, or any other marks owned by us is an infringement upon our trademark rights; and you stipulate to make payment of liquidated damages of five thousand dollars ($5000) per such infringement as a genuine pre-estimate of the loss and damage that will be suffered by us as a result of such infringement; plus you agree to pay any and all fees incurred in the recovery of this amount, including attorney's fees and all associated costs; (viii) “deep-link” to any page of our Products or avoid agreement to the terms set forth in this Agreement (for the avoidance of doubt, you may only link to the main entry page); (ix) circumvent any encryption or other security tools used anywhere on the Site or in conjunction with the Products (including the theft of your Username and passwords or using another person’s Username and password in order to gain access to a restricted area of the Site); (x) use any data mining, bots, scrapers or similar data gathering and extraction tools in conjunction with the Products; (xi) sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party, the Products or any Materials contained therein or any of your rights to access and use the Products or any Materials contained therein as granted specifically by this Agreement; (xii) use our Products to impersonate any other person; (xiii) use any Material or information included in our Products in any manner that infringes any copyright, trademark, patent, trade secret, publicity or other proprietary right of any party; (xiv) upload or attempt to upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s property; (xv) upload, post, email or otherwise transmit any submission that you do not have a right to transmit under contractual, fiduciary or other relationships (such as inside information, trade secrets, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (xvi) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that we may designate for such purpose; (xvii) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source material that is uploaded or otherwise provided by you; (xviii) restrict or inhibit any other person from using and enjoying the Products; (xix) harvest or otherwise collect information about others, including e-mail addresses or other personally-identifiable information; (xx) violate any applicable laws, policies, or regulations; (xxi) upload, post, email or otherwise transmit any material which is illegal, immoral, obscene or defamatory of any person; or (xxii) do anything that may adversely affect proper operation of the Site, the Products and/or the reputation and goodwill of the Company.
Except where expressly permitted by law, you may not translate, reverse-engineer, decompile, disassemble, or make derivative works from any of our Materials or any other materials from our Site, including the Products. You hereby agree not to use any automatic device or manual process to monitor or reproduce the Products or any Materials, and will not use any device, software, computer code or virus to interfere or attempt to disrupt or damage the Products. If you do not adhere to this provision of this Agreement, you hereby stipulate to and agree to pay liquidated damages of five thousand dollars ($5,000) (being a genuine pre-estimate of loss and damage suffered by us as a result of your said breach), plus any and all fees associated with recovery of these damages, including attorney’s fees and costs.
By using the Products, you expressly acknowledge and agree that: (i) such use of the Products is at your own and sole risk; (ii) any material and/or data downloaded or otherwise obtained through the Products or any of the Materials contained therein is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data; (iii) the Products and all Materials contained therein, are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement; (iv) the Company makes no representations or warranties that the Products, or any Materials contained therein, will be uninterrupted, timely, secure, or error-free; nor does the Company make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy or completeness of the Products or any of the Materials contained therein; (v) the Company cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties; and accordingly, the Company does not assume any responsibility or risk for your use of the Internet; (vi) the Company makes no warranty, express or implied, regarding any transaction entered into through the Products; and (vii) the Company is not responsible for any use of confidential or private information by third parties.
YOUR USE OF THE PRODUCTS IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE PRODUCTS ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS AFFILIATES 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 OF CONTENT IN OR LINKED TO THE PRODUCTS. THE COMPANY AND ITS AFFILIATES DO NOT WARRANT THAT THE PRODUCTS 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 YOUR CUSTOMER ONBOARDING.
The warranties and representations expressly set forth in this Agreement are the only warranties and representations made by the Company with respect to the Products, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the Parties or by operation of law or otherwise, including warranties of merchantability and fitness for a particular purpose which are excluded to the fullest extent permitted by applicable laws. None of these warranties and representations will extend to any third person.
If we determine that you have provided or intend to engage in any activity or provide any services or material in violation of any law, your ability to use the Products will be terminated immediately, without any reimbursement of any payment or fees you may have made to us. We reserve the right, in our sole and absolute discretion, to cooperate with law enforcement upon legal request and/or advisement of an attorney. We hereby disclaim any liability for damages that may arise from any third party providing any material or services for any purpose that violates any law.
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, telecommunication providers, and agents (collectively, the “Indemnified Parties”), from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, “Losses”), directly or indirectly, resulting from or by reason of (i) your (or you under another person’s authority, including, without limitation, to governmental agencies) use, misuse, or inability to use the Products or any of the Materials contained therein; or (ii) your breach of this Agreement.
The Company shall notify you by electronic mail, mail or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or choose our own legal counsel, but are not obligated to do so.
To the maximum extent permitted by applicable law, you hereby discharge, acquit and otherwise release the Indemnified Parties, from any and all allegations, counts, charges, debts, causes of action, claims and Losses, relating in any way to the use of, or activities relating to the use of, the Products, including, but not limited to, claims relating to the following: negligence, gross negligence, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation, any financial loss not due to the fault of the Products, false identities, fraudulent acts by others, invasion of privacy, release of personal information, failed transactions, purchases or functionality of the Products, unavailability of the Products, its functions and/or services and any other technical failure that may result in inaccessibility to the Products, or any claim based on vicarious liability for torts committed by third parties encountered or transacted with through the Products, including, but not limited to, fraud, computer hacking, theft or misuse of personal information, assault, battery, stalking, rape, cheating, perjury, manslaughter or murder.
The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by you. This release is intended by the Parties to be interpreted broadly in favor of the Company, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the Parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.
Save as permitted to the maximum extent by applicable laws, in no event shall the Company (or its officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, licensors, agents, suppliers, resellers, service providers, or any other subscribers or suppliers) be liable to you, or any other third party, for any direct, special, indirect, incidental, consequential, exemplary or punitive damages, including without limitation, damages for loss of profits, loss of information, business interruption, revenue or goodwill, which may arise from any person’s use, misuse or inability to use the Products or any of the Materials contained therein, even if we have been advised of the probability of such damages. This is for any matter arising out of or relating to this Agreement and your use of the Products, whether such liability is asserted on the basis of contract, tort or otherwise, even if we have been advised of the possibility of such damages.
We will not be liable for our failure to perform any obligations under this Agreement due to events beyond our control; and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond our control include, but are not limited to, acts of God, war, riot, arson, embargoes, civil commotion, strikes, labor disputes, equipment failures, bank failures, credit or debit card transaction processing failures, strikes, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labor or material, shortage of transportation, facilities, fuel, energy, government regulation or restriction, acts of civil or military authority or terrorism, fibre cuts, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, Internet disruptions, viruses, and mechanical, power or communications failures.
If, after the date of this Agreement, any law, regulation, rule, regulation or decision of any funding method association, or ordinance, whether federal, state, or local, becomes effective which substantially alters our ability to provide the Products hereunder, we shall have the right to cancel this Agreement, with notice, if reasonably possible, effective upon the earlier of (i) the date upon which we are unable to provide our Products hereunder; and (ii) thirty (30) days following notice.
In no event shall our maximum total aggregate liability hereunder for direct damages exceed the total fees actually paid by you for use of the Products for a period of more than three (3) months from the accrual of the applicable cause or causes of action. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
To the extent allowable by law, we reserve the right to set-off any damages or amounts owed to us by you for your breach of this Agreement or other obligations under this Agreement against funds in your Account.
Some websites which are linked to or from the Site (including advertisements) are owned and operated by third parties. Because we have no control over such websites and resources, you acknowledge and agree that we are not responsible or liable for the availability of such external websites or resources, and do not screen or endorse such websites or the content, products, advertising or other materials presented therein. We are not responsible or liable for any such content, advertising, services, products or other materials on or available from such websites or resources.
Use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by this Agreement or our Privacy Policy, which is incorporated into this Agreement by reference.
To facilitate any third party services, the Company may be required to obtain your explicit consent for disclosure and/or use of your information. By accepting this Agreement, you authorize the Company to use and disclose your information, including name and address, to the third party, for the purpose of making the third party services available to you.
You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any Losses caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, goods or services available on or through any such website or resource. If you decide to access any such third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein.
You hereby agree to defend and hold harmless each of the Indemnified Parties from and against any and all Losses that may result from your use of links that may appear on the Site or via the Products. We reserve the right to terminate any link or linking program at any time.
The Products are our proprietary information and valuable intellectual property and we retain all right, title, and interest in the Products. No rights, title or interest in the Products are transferred to you by access to the Products. Nothing in this Agreement grants you any right to use any of the Company’s or any third party’s trademarks, service marks, logos or other Materials; provided that you may download reports generated by LukkaTax (a fee may apply) and print out hard copies for your personal use, so long as you do not remove any copyright or other notice as may be contained in such reports, as downloaded.
By making your Customer Data available through your use of the Products, you hereby grant the Company a worldwide, royalty-free, non-exclusive license to host and use your Customer Data in perpetuity. You agree that we may use such Data without any restriction or obligation to you. Such Customer Data may be used at our discretion for analysis, product improvement, marketing, redistribution or other business purposes.
All of the marks, logos, domains and trademarks that you find on the Products may not be used publicly except with express written permission from the Company, and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits the Company.
The Products and Materials may not be copied, distributed, republished, modified, uploaded, posted, or transmitted in any way without our prior written consent, except that you may print out a copy of the Materials solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on the Products or any of the Materials. Modification or use of the Products or the Materials except as expressly provided in this Agreement violates our intellectual property rights.
9.4 Feedback
If you submit feedback or suggestions about the Products or any Materials contained therein, we may use your feedback or suggestions without obligation to you.
You understand and acknowledge that the software elements of the Materials on the Products may be subject to regulation by agencies of the United States Government, including the United States Department of Commerce, which prohibits export or diversion of software to certain countries and third parties. Diversion of such Materials contrary to United States’ or international law is prohibited. You will not assist or participate in any such diversion or other violation of applicable laws and regulations. You agree that none of the Materials are being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.
Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the Parties shall be limited to those expressly set forth herein. We are not your agent or other representative. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons. This Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.
Any notice we are required to give you under this Agreement may be provided by email, postal mail or facsimile utilizing the contact information provided by you when you opened an Account or by a general posting on the Site. Notices from you to us shall be given by email to: [email protected], unless otherwise specified in this Agreement.
We do not provide any facility for sending or receiving private or confidential electronic communications. Visitors should not use the Site or Products to transmit any communication for which the sender intends only the sender and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into the Site or Products can and may be read by the agents and operators of the Site or Products, regardless of whether they are the intended recipients of such messages. You should not have an expectation of privacy regarding any communications sent through the Site or the Products.
If a dispute arises between the Parties arising out of or otherwise relating to this Agreement, the Parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the Parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either Party must submit the issue to binding arbitration as further discussed below. Claims subject to arbitration (“Arbitral Claims”) shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims by us under applicable worker’s compensation law, unemployment insurance claims, intellectual property claims (including, but not limited to, claims involving copyrights, trademarks, patents, unfair competition, and/or trade secrets), along with actions (regardless of the underlying cause of action) by us seeking injunctions, attachment, garnishment and other equitable relief.
Any dispute arising out of or relating to this Agreement, or the breach thereof, shall be finally settled by arbitration in New York, New York administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules. The language of the arbitration shall be English and this Agreement shall be governed by the laws of the State of New York.
An arbitral decision resulting from the above may be enforced in any court, and a prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorney's fees. Additionally, the Parties waive any right to trial by jury, as well as any right to participate in a class action lawsuit.
The arbitrator shall have no authority to award any punitive or exemplary damages, certify a class action, add any parties, or vary or ignore the provisions of this Agreement. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding.
There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving Party to the other Party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.
Notwithstanding the period of limitation prescribed by applicable laws for the bringing of any relevant action or claim, the Parties hereby mutually agree that no action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement, except for claims involving intellectual property, claims to recover outstanding amounts due to us and claims for indemnification, may be brought by any party more than one (1) year after the cause of action arose, following which either Party shall have no further claim whatsoever against the other Party.
Each Party acknowledges that the other Party’s remedies at law may be inadequate to provide them with full compensation in the event of a breach of this Agreement, and that the non-breaching Party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity.
New York state law governs this Agreement without regard to its conflicts of law provisions.
The rights and liabilities of the Parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. You may not assign this Agreement without our prior written consent. We may assign this Agreement and our rights and obligations hereunder at any time upon thirty (30) days prior written notice to you.
If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or any portion thereof, to be invalid, unenforceable or illegal, such invalidity, unenforceability or illegality shall not affect the remainder of this Agreement which will continue to be in full force and effect.
No waiver or action made by us shall be deemed a waiver of any subsequent default of the same provision of this Agreement. No failure or delay in exercising or enforcing any privilege, right, remedy, or power hereunder shall be deemed a waiver of such provision by us. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement. All waivers must be in writing.
All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.
This Agreement, together with our Privacy Policy, the Site Terms of Use, and any Supplemental Terms, constitutes the entire agreement between the Parties with respect to your access and use of the Site, the Products and the Materials contained therein, and your use of the Site and Products. This Agreement, together with our Privacy Policy, Site Terms of Use and any Supplemental Terms, supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.