TAXDAI Software and Services agreement

This TAXDAI Software and Services Agreement (this "Agreement") establishes the general terms and conditions that govern your access to, and use of, the Software and, when applicable, professional Services. This Agreement applies whether you purchase through the TAXDAI Site, through an authorized reseller, or pursuant to a custom Order. This is an agreement between ANZRZ LLC (doing business as TAXDAI) ("TAXDAI") and you or the entity you represent ("you", "your" or "Customer").

Please read this Agreement carefully before commencing use of the Software and Services. This Agreement takes effect when you click an accept button or checkbox, if available, by signing or accepting an Order, or when you use any of the Software or Services (the "Effective Date"). By doing any of these, you accept and agree to be bound by this Agreement.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates. If you do not have such authority or do not agree to these terms, you must not accept this Agreement or use the Software and Services.

TAXDAI may modify this Agreement at any time by posting a revised version on the TAXDAI Site. Continued use of the Software or Services after the effective date of any modification constitutes acceptance of the revised terms. It is your responsibility to review the Agreement regularly.

1. Definitions

2. Subscription Terms

2.1 Incorporation of Orders and Data Sheets

You may procure access to Software pursuant to valid Orders and applicable Pricing Schedules. For standard subscriptions, pricing is as published on the TAXDAI Site. For custom arrangements, pricing is specified in the applicable Order Form.

2.2 Rights Granted

Subject to this Agreement and payment of fees, TAXDAI grants a non-exclusive, non-transferable, limited right to use the Software for internal business purposes during the Order Term.

2.3 Restrictions on Use

You shall not:

  1. Copy, resell, host, rent, or benchmark the Software
  2. Reverse engineer, decompile, or create derivative works
  3. Provide access to unauthorized third parties

2.4 Affiliates

Authorized Affiliates may access Software if listed in the Order Form and usage remains within approved Metrics.

2.5 Support Services

Maintenance and support are provided in accordance with TAXDAI’s Maintenance and Support Policy.

2.6 Purchases Through Authorized Resellers

If purchased through an Authorized Reseller:

  1. Payment terms are governed by your Procurement Agreement
  2. Non-payment by the Reseller may result in suspension
  3. Resellers may not bind or modify TAXDAI obligations
  4. First-tier support is provided by the Reseller

3. Fees, Taxes & Payments

3.1 General

For standard subscriptions, fees are charged to your payment method on file according to published pricing. For custom arrangements, fees are specified in the applicable Order and payments are due within 30 days of invoice date. Interest accrues on overdue balances at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

3.2 Taxes

You are responsible for all applicable taxes, excluding TAXDAI’s income taxes. Valid exemption documentation must be provided prior to delivery.

3.3 Metrics

For standard subscriptions, fees are based on actual usage according to published rates on the TAXDAI Site. For custom arrangements, fees are based on purchased Metrics as specified in the applicable Order. No refunds apply for reduced usage below purchased Metrics. Overage usage beyond purchased Metrics is billed at the rates specified in your Order or, if not specified, at TAXDAI's then-current standard rates.

4. Ownership; Intellectual Property

4.1 Ownership

You retain ownership of your data. TAXDAI retains all rights to Software, Services, and TAXDAI Data.

4.2 Aggregated Data

TAXDAI may use de-identified, aggregated data derived from Software usage.

4.3 Intellectual Property Indemnity

TAXDAI will defend and indemnify against third-party IP claims, subject to the limitations stated herein.

5. Confidentiality

This section supersedes prior confidentiality agreements. Confidential Information includes all non-public business, technical, and financial information. Obligations survive termination for three (3) years.

6. Security

6.1 TAXDAI Responsibility

TAXDAI will comply with its Security Schedule and maintain reasonable safeguards.

6.2 Customer Responsibility

You must maintain secure transmission procedures and notify TAXDAI of suspected breaches.

6.3 Cloud Solutions

You are responsible for authorized user access and security credentials.

7. Services

7.1 Statements of Work

When applicable, professional services, implementation services, or business process outsourcing services ("Services") are defined in Orders or Statements of Work ("SOWs"), which become part of this Agreement. Standard software subscriptions do not require an SOW.

7.2 Delivery

Services will be performed in accordance with applicable industry standards.

8. Compliance With Laws

8.1 General

Each party must comply with applicable laws and maintain required licenses.

8.2 Specific Commitments

Compliance with anti-bribery, anti-money laundering, and economic sanctions laws is required.

9. Disclaimers

TAXDAI does not provide tax or legal advice. You are responsible for verifying outputs.

9.2 Disclaimer of Warranties

THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND.

10. Limitation of Liability

10.1 Monetary Cap

TAXDAI’s total liability is limited to fees paid for the affected Software or Service during the preceding 12 months.

10.2 No Consequential Damages

TAXDAI is not liable for indirect, incidental, or consequential damages.

11. Term and Termination

11.1 Agreement Term

This Agreement remains effective until all Orders and SOWs expire or are terminated.

11.2 Order Term

Orders renew automatically unless terminated with 45 days’ written notice.

11.3 Termination

Either party may terminate for material breach, insolvency, or cessation of business.

11.4 Partial Termination

Termination may apply to specific Orders or SOWs.

11.5 Survival

Provisions intended to survive termination shall do so.

12. Miscellaneous

12.1 General

This Agreement constitutes the entire agreement. Force Majeure applies.

12.2 Notices

Notices may be delivered electronically or by recognized courier.

12.3 Publicity

TAXDAI may include Customer name in marketing materials.

12.4 Order of Precedence

  1. Agreement
  2. Pricing Schedule (as specified in Order Form for custom arrangements)
  3. Order Form
  4. SOW

13. TAXDAI Contracting Party Specific Terms

Additional terms may apply based on the applicable TAXDAI Contracting Party.

Last Updated: December 21, 2025