Terms of Use and License Agreement for TaxBandits

1. Changes to this Agreement

We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website and the Services thereafter. Your continued use of the Website or the Services following the posting of a revised version of this Agreement means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

2. Description of Services

We make various services available on the Website including, but not limited to, cloud-based tax information reporting and e-filing services (the "Services"). In addition to the TaxBandits software, the term "Services" includes any other programs, tools, internet-based services, components and any "updates" (for example, software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the TaxBandits software that SPAN Enterprises LLC provides or makes available to you as part of the TaxBandits product.

3. No Professional Services

TaxBandits is an IRS-authorized e-file provider. We are not a tax or accounting firm and do not provide any tax, accounting, financial, legal, or other professional services or advice. Although various financially or legally significant forms are available through the Website, the delivery and use of these forms does not constitute accounting or other professional advice. Under no circumstances will TaxBandits be liable for any loss or damages caused by your reliance on information or advice obtained through the Website, including your use of the Services or of any forms. It is your responsibility to evaluate the accuracy, completeness, usefulness, or appropriateness of any information, opinions, advice, forms or other content available through the Website in light of your particular situation. We urge you to consult an appropriate professional licensed in your jurisdiction before using any forms, or when you need legal, accounting, or other professional advice.

4. Changes to the Website and the Services

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

We reserve the sole right to either modify or discontinue the Website or the Services, including any features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure, changes to the functionality of the Services, discontinuation of support for certain tax forms, and changes to our customer support. Any new features or services that we offer through the Website will also be subject to this Agreement.

5. Account Registration

To access and use the Services, you will be required to register for a TaxBandits' account. By registering for an account, you represent and warrant that all information provided during the registration process is true, accurate, and complete. You also agree to maintain and update this information as required to keep it current, complete and accurate. Use of our Services is at TaxBandits' sole discretion.

6. Access Credentials

We require usernames, passwords, security questions and answers, multi-factor authentication, and/or various other authentication methods (collectively, "Access Credentials") to access and use the Services. You are responsible for keeping Your Access Credentials confidential. You may not sell, transfer, or share Your Access Credentials with any other person or entity and will notify us of any unauthorized access to your Access Credentials.

You should exit from your account at the end of each session. You should also use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your Access Credentials or other personal information. You are responsible for all uses of the Services that occur using your Access Credentials.

We have the right to disable any Access Credentials, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.

7. Authorized Users

The Services allow you to add additional users to your account. "Authorized Users" are the individuals or entities that You authorize to access and use the Services through your TaxBandits' account, including but not limited to your employees, contractors, and agents.

You are responsible for all uses of the Services resulting from access you provide, including all Authorized Users, and are responsible for all acts and omissions of Authorized Users. Any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by You will be deemed a breach of this Agreement by You. You shall use reasonable efforts to make all Authorized Users aware of this Agreement.

8. Access to the Services

Upon creation of a TaxBandits' account, and subject to and conditioned on compliance with all other terms and conditions of this Agreement (including payment of all applicable fees), TaxBandits shall provide you with access to and use of the Services. Your right to access and use the Services is a revocable, non-exclusive, non-transferable, and non-sublicensable right for you and any Authorized Users to access and use the Services on the terms and conditions set forth in this Agreement.

If you are a tax preparer qualified by the Internal Revenue Service (a "Tax Preparer"), you may use the Services on behalf of your clients on a professional or commercial basis. All other users of the Services may use the Services only on behalf of themselves or for internal business purposes on behalf of a business for which they are authorized to act.

You are responsible for acquiring, installing, and maintaining all communications lines, equipment, and related technology necessary to access and use the Services at your own expense.

9. Intellectual Property Rights

TaxBandits owns and retains all proprietary rights to the Website, the Services, all of its trademarks and copyrights, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. This includes, but is not limited to, all software components of the Services and all logos and product names. You are not authorized to reproduce, transmit or distribute the proprietary information or intellectual property of TaxBandits unless expressly authorized to do so in writing by an authorized representative of TaxBandits. TaxBandits reserves all rights not expressly granted to you in this Agreement.

10. Use Restrictions

Unless you are a Tax Preparer, this Agreement permits you to use the Website and Services for non-commercial, personal or internal business use only. You may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works from, transfer, sell or otherwise infringe on any intellectual property rights related to any information, content, software, products or Services obtained from or otherwise connected to the Website.

You shall not use the Website or the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, and shall not permit others (including any Authorized Users) to:

• Use the Website or the Services in any way that violates any applicable federal, state, local, or international law or regulation.
• Access or attempt to access any TaxBandits' systems, programs or data that are not made available for public use.
• Rent, lease, lend, sell, license, sublicense, or otherwise make the Services available to any third party except as expressly permitted under this Agreement.
• Copy, modify, or create derivative works of the Services, or any software component of the Services, in whole or in part.
• Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part.
• Bypass or breach any security device or protection used by the Services or access or use the Services other than through the use of your own Access Credentials.
• Use the Services for any commercial purpose, including to prepare tax returns, schedules or worksheets on a professional or commercial basis (i.e., for a preparer's or other fee), unless you are a Tax Preparer.
• Impersonate or attempt to impersonate TaxBandits, a TaxBandits employee, another user, or any other person or entity (including, without limitation, by using email addresses or Access Credentials associated with any of the foregoing).
• Use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates the intellectual property rights of any person.
• Perform or attempt to perform any actions that would interfere with the proper working of the Website or the Services, prevent access to or the use of the Website or the Services by TaxBandits' other licensees or customers, or impose an unreasonable or disproportionately large load on TaxBandits' infrastructure.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the integrity or performance of the Website or the Services.
• Otherwise use the Services except as expressly allowed under this Agreement.
• Remove, alter, or obscure any proprietary notices that appear on the Website, the Services, or any related software.
• Use the Services to replicate or attempt to replace the user experience of TaxBandits, or to otherwise compete with TaxBandits.

11. Customer Responsibilities

You are responsible for verifying the filing status of each return or form TaxBandits files on your behalf and for promptly correcting any errors in information. You warrant and represent that all information you enter into the Services for the purposes of submission to a tax agency (including but not limited to the Internal Revenue Service and Social Security Administration) is true and accurate to the best of your knowledge.

You are solely responsible for the preparation, content, accuracy, review, and timely filing of all forms and filings you prepare using the Services. TaxBandits will not audit or otherwise verify the accuracy of any information you provide and is not responsible for taxes, penalties, interest, or other consequences that you incur as the result of using incorrect, incomplete, or misleading information.

12. Customer Data

You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and right to use of all information, data, and other content, in any medium or form, that you or any Authorized User submits, posts, or otherwise transmits to us, whether through the Website, through the Services, or by any other means (the "Customer Data").

You are responsible for providing all required privacy notices and obtaining all consents required by applicable law for You to transfer Customer Data to us and for us to use Customer Data as necessary to provide the Services. We may make any Customer Data available to our affiliates and subprocessors, which includes persons outside of the United States, as we deem necessary to provide the Services. You are responsible for obtaining any consents that applicable law requires before disclosing Customer Data to TaxBandits, its affiliates, and its subprocessors.

All Customer Data remains your property, however, you hereby grant TaxBandits a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for us to provide the Services to you.

13. Customer Data Backups

Customer shall download and save records as necessary to maintain its own records separate from the Services and shall not use the Services for general archiving or backup purposes. The Services do not replace the need for you to maintain regular data backups or redundant data archives. TAXBANDITS HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

14. Data Retention

TaxBandits will retain all Customer Data as required to fulfill its obligations under any applicable law and for compliance with its data retention policies.

15. Data Privacy

TaxBandits places the highest importance on respecting and protecting the privacy of our customers. Our most important asset is our relationship with you. We want you to feel comfortable when using our products and Services and entrusting your tax information to us. All information we collect on this Website and through your use of the Services is subject to our Privacy Policy. By using the Website or the Services you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

We also maintain multiple layers of security measures designed to prevent unauthorized access to Customer Data. Click here to check out our security practices and policies.

16. Anonymized Statistical Data

When you use the Services or visit the Website, we may create anonymized statistical data from your data and usage of our Services, including through aggregation (the "Anonymized Statistical Data"). We may use this Anonymized Statistical Data for any purpose, such as to provide and improve our services, to develop new services or product offerings, or to identify business trends. TaxBandits is the sole owner of all Anonymized Statistical Data.

17. Feedback

You may provide suggestions, comments, or other feedback ("Feedback") to us regarding the Website or the Services, but we are not obligated to take any action based on your Feedback. We are free to use, disclose, reproduce, distribute, implement into the Services, and otherwise commercialize all Feedback that you provide without obligation or restriction of any kind on account of intellectual property rights or otherwise. Feedback will not be treated as confidential. You waive all rights to be compensated or to seek compensation for your Feedback and hereby assign to TaxBandits any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback to use for any purpose whatsoever.

18. Fees

If you use Services that require payment of a fee, you agree to pay all fees associated with such Services (the "Fees") in US dollars, without offset or deduction. All Fees are due and payable before any forms will be transmitted to taxing authorities on your behalf. All Fees are final and non-refundable, except as expressly set forth in Section 22 (The Bandit Commitment).

19. Payment of Fees

Fees may be paid using prepaid credits purchased through your TaxBandits account or using the BanditCash feature. Prepaid credits and BanditCash do not expire as long as you have a TaxBandits account in good standing but are nonrefundable once purchased.

If you do not use these payment options, we will bill your credit card for all Fees. You agree to provide us with accurate and complete billing information, including a valid payment method, your name, address and telephone number. You agree to update your account information promptly with any changes that may occur, including changes either in your billing address or your credit card expiration date.

TaxBandits may also allow payment through ACH Direct Debit and wire transfer, where available. ACH Direct Debit payments are processed through a third-party payment processor. Such payments may be subject to a processing fee of 0.8% per transaction, capped at $5.00 per transaction. For example, a $100 payment may incur a $0.80 processing fee, and a $1,000 payment may incur a $5.00 processing fee. Wire transfer payments may be subject to additional fees imposed by banks or payment service providers. These fees may be up to $30 per transaction, depending on the service amount and banking institution.

20. Late or Cancelled Payments

If, for any reason, your credit card company refuses to pay the amount billed for the Fees, you agree that we may, at our option, suspend or terminate your access to the Services and require you to pay the overdue amount by other means acceptable to us. We may charge a fee for reinstatement of suspended or terminated accounts. Likewise, if a valid charge is disputed within 100 days of the transaction, all form filings associated with the transaction in question will be voided with the applicable tax agency.

Without limiting our other rights and remedies, we may also charge a late fee equal to 10 percent of the total amount due or $25.00, whichever is greater, each week until any overdue balance is paid in full.

If legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including reasonable attorney fees and other legal expenses.

21. TaxBandits Accurate Calculations Guarantee

TaxBandits works diligently to ensure the accuracy of the calculations on every form prepared using the Services. If you are the registered owner of a TaxBandits account, or an Authorized User, and you pay an IRS or state penalty and/or interest solely because of a calculation error on a form prepared for you using TaxBandits (and not as a result of any other reason, including but not limited to your failure to enter all required information accurately, willful or fraudulent omission or inclusion of information on your tax return, misclassification of information on the tax return, or failure to file an amended return to avoid or reduce an applicable penalty/interest after we announced updates or corrections to the Services in time for you to file an amended return), then TaxBandits will reimburse you in the amount of the IRS or state penalty and/or interest paid you paid to the IRS or state.

You are responsible for keeping the contact information in your TaxBandits' account updated so that you can be notified of any required updates or corrections. TaxBandits is not responsible for any penalties or interest you incur as a result of missed announcements or notifications.

If you believe such a calculation error occurred, you must notify TaxBandits as soon as you learn of the mistake (and in no event later than 30 days after the penalty or interest is assessed) by sending an email to support@taxbandits.com or mail to SPAN Enterprises LLC, 2685 Celanese Road, Suite 100, Rock Hill, SC 29732. TaxBandits will then promptly investigate the issue. We may require your TaxBandits data file and other supporting documents (such as a copy of any related IRS or state notices, evidence of payment of any penalty or interest, and copies of printed tax returns) to process any reimbursement request. You agree to cooperate with us to investigate the situation and to promptly provide any information or documentation that we reasonably request from you to investigate and resolve the issue.

22. The Bandit Commitment

We believe that when you pay for a filing, you shouldn't have to worry about extra charges if something goes wrong. The Bandit Commitment is TaxBandits' pledge to our customers as to how we will handle tax form corrections, rejections, retransmissions, and refund requests. The details of The Bandit Commitment are below, and a summary of its coverage is here.

Eligibility. The Bandit Commitment only applies if the following requirements are met:

• The applicable tax form was for the tax year 2025 or a later tax year.
• The applicable tax form was originally prepared and filed using the TaxBandits' Services.
• Your request relates to the original return filed and not any newly created returns.
• You or the Authorized User who filed the applicable form must have complied with all laws, rules, regulations, timelines, and authorization requirements that apply to the tax form at issue.
• Your TaxBandits' account must be in good standing.
• You report the rejection to TaxBandits and request assistance in resolving the issue within six (6) months of the date the applicable tax form was submitted to the relevant taxing authority.
• You must be in compliance with the terms of this Agreement.

If these requirements are not met, or you do not follow the process outlined below, The Bandit Commitment does not apply to your filing.

Federal Corrections. For eligible federal tax forms, TaxBandits will allow you to prepare and electronically file corrections at no additional charge, as long as IRS rules permit the correction and you file the correction by the IRS deadline for doing so.

State Corrections. For eligible state tax forms:

• TaxBandits will allow you to prepare and electronically file corrections at no additional charge, as long as the state tax agency rules permit the correction and you file the correction by the deadline for doing so.
• Some state corrections cannot be made electronically and must be made by mail. In these cases, you may download the corrected PDF at no cost and mail it to the applicable tax agency. If you choose to have TaxBandits mail the correction for you, you will be charged TaxBandits' standard postal mailing fee.

New Filings Excluded. Certain changes to previously-filed forms cannot be made via the corrections process and must be made via a new filing. For example, if new states are added to a form, or if a state previously listed on the form is replaced with a new state, the tax agency may require a new form to be filed. In such cases, The Bandit Commitment does not apply, and you will be responsible for our standard Fees.

Reconciliations Excluded. Sometimes filing a correction to a state form will trigger a reconciliation requirement or require you to update a previously submitted reconciliation form. The Bandit Commitment does not cover reconciliation filings. You are solely responsible for all reconciliation filings.

Distributing Corrected Forms.

• Online Distribution. If the original form was sent to recipients using the Recipient Portal Access option, we will distribute the correct form to the same recipient in the same manner at no additional cost.
• Postal Mailing. If the original form was sent to recipients via postal mail, you may download the corrected PDF and mail it yourself at no cost. If you choose to have TaxBandits mail the correction for you or to deliver the form via online access, you will be charged TaxBandits' standard fees for postal mailing or online access.

Rejected Forms. If a federal or state agency rejects an eligible form, you may correct any errors and retransmit the form at no additional cost. There is no limit on the number of retransmissions you may attempt, unless the federal or state agency imposes such limits. All retransmissions must follow agency rules and re-submission deadlines, and you must make a reasonable, good-faith effort to identify and correct all errors. TaxBandits is not responsible for penalties, interest, or other consequences resulting from missed deadlines, late submissions, or failure to make a good faith effort to correct errors.

Duplicate Filings. Forms that are rejected due to duplicate filings may not be retransmitted. In these cases, you may be eligible to request a refund.

Refunds. You are eligible for a refund of the filing fee paid for an eligible form if:

• A return is rejected due to duplicate filing, or
• The applicable taxing agency will not accept the form after three retransmission attempts are made.

Additional Exclusions. The Bandit Commitment does not apply to issues resulting from:

• Inaccurate, incomplete, or unauthorized information provided by the filer or client
• Fraud, attempted fraud, or other illegal activities
• Regulatory changes or agency-side system limitations
• Actions taken outside the IRS or state correction windows
• Attempts to manipulate, misuse, or circumvent platform workflows
• Misuse or abuse of the Bandit Commitment.

23. Tax Protection Services

TaxBandits partners with Tax Protection Plus to offer tax protection services on IRS forms 940 and 941 filed on or after January 1, 2026 at no additional charge to you. Customers filing these forms with TaxBandits will receive a voucher with a unique ID that you can use to take advantage of these tax protection services. The tax protection services are offered by Tax Protection Plus, LLC, which is not affiliated with TaxBandits. You are not required to use the tax protection services.

If you wish to take advantage of these tax protection benefits, you will have to contact Tax Protection Plus and provide them with your unique ID number. You will also have to share certain Customer Data with Tax Protection Plus to facilitate their administration of your tax protection benefits. You can request that TaxBandits transfer Customer Data to Tax Protection Plus from within your TaxBandits account. Any such transfer will only occur at your request and with your affirmative consent. TaxBandits will never share Customer Data with Tax Protection Plus without your affirmative consent.

When we enable a transfer of Customer Data to Tax Protection Plus, we will disclose to you the categories of Customer Data that will be shared as part of that transfer (for example, identifying information and filing-related information necessary to support program enrollment and benefits administration), and you acknowledge that the specific data elements transferred may vary depending on the form(s) involved and the options you select. Once Customer Data is transferred to Tax Protection Plus, Tax Protection Plus is solely responsible for its own privacy, security, retention, use, and data-handling practices with respect to that data.

All questions about the tax protection program or its benefits, including any questions about its handling of Customer Data, should be directed to Tax Protection Plus. Your enrollment in the program is subject to Tax Protection Plus's program membership agreement, which may be updated from time to time. TaxBandits does not control how claims for tax protection benefits are handled and is not responsible for the rejection of any claim, or for any other acts or omissions of Tax Protection Plus.

24. Third-Party Products and Services

The Website may provide links to other websites and resources provided by third parties. You may also choose to integrate the Services with products or services offered by third parties. Any links to or integrations with third-party services are provided for your convenience only. TaxBandits does not control those sites or services and accepts no responsibility for them or for any loss or damage that may arise from your use of them.

If you decide to access or use any third-party sites or services, you do so entirely at your own risk. These Terms of Use and the TaxBandits' Privacy Policy do not apply to those other websites or services. You should review the terms of use and privacy policies of any other websites that you visit before using their services or sharing any data with them.

25. Developer Sandbox Accounts

Developers may create a Sandbox account to test the TaxBandits API at https://developer.taxbandits.com/. All Sandbox accounts are subject to the general terms and conditions of this Agreement, as well as the following additional terms and conditions:

• "API" means the TaxBandits application programming interface and any other materials made available to you through https://developer.taxbandits.com/.
• Your access to and use of the API is subject to all the same terms and conditions placed upon access to and use of the Services as stated throughout this Agreement.
• Subject to your compliance with all terms and conditions set forth in this Agreement, TaxBandits hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the API solely for the purposes of testing integration with the TaxBandits software platform and testing and simulating transactions in the Sandbox. This license relates solely to developing and testing functions in the Sandbox environment and does not grant you any right or license to access our live production environment. If you violate this Agreement, this license will automatically terminate.
• The Sandbox tools are provided as-is, and may be updated, modified, or terminated at any time. We do not make any promises or claims as to the availability or uptime of the Sandbox service.
• When testing in the Sandbox, you may only use simulated test data. Real names, addresses, social security numbers, tax identification numbers, or other personal identifiers may not be used for testing purposes. You shall not submit or upload genuine customer or employee data through your Sandbox account.
• Load testing the Sandbox is not permitted.
• We have no obligation to maintain test data on our servers and will delete such data from our systems on regular intervals without notice.
• All use of the Sandbox is subject to any and all additional restrictions or conditions that may be posted in the API documentation at https://developer.taxbandits.com/ from time to time.

We will only grant you access to our live production environment if a separate, written API license agreement is signed by both parties. All API users must complete our API registration process and pay all required fees before they will be given access to our live production environment. TaxBandits may reject a request for access to its live API production environment in its sole discretion, for any reason or no reason.

26. Linking to the Website and Social Media Features

You may link to our Website homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

The Website may also provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Website.
• Send emails or other communications with certain content, or links to certain content, on this Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of this Agreement.

You agree to cooperate fully with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time, without notice, at our sole discretion.

27. Disclaimer of Warranties

TAXBANDITS PROVIDES THE WEBSITE AND THE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. TAXBANDITS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THE ACCURATE CALCULATIONS GUARANTEE, TAXBANDITS MAKES NO WARRANTY THAT (1) THE SERVICES WILL MEET YOUR REQUIREMENTS, (2) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (3) THE RESULTS OF USING THE SERVICES WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF SERVICES WILL MEET YOUR EXPECTATIONS, OR (5) THAT ANY ERRORS IN THE SOFTWARE UTILIZED BY THE SERVICES WILL BE CORRECTED.

28. Limitation of Liability and Damages

TAXBANDITS, ITS AFFILIATES, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF TAXBANDITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR TAXBANDITS WAS GROSSLY NEGLIGENT.

EXCEPT FOR THE REIMBURSEMENT FOR CALCULATION ERRORS DESCRIBED IN THE ACCURATE CALCULATIONS GUARANTEE, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF TAXBANDITS AND ITS AFFILIATES, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED ONE HUNDRED DOLLARS ($100.00) OR THE TOTAL AMOUNT OF ALL FEES YOU PAID TO PROVIDER FOR THE SERVICES DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE MOST RECENT CLAIM, WHICHEVER IS GREATER.

Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Client. In such jurisdictions, the liability of TaxBandits, its Affiliates, Employees, Agents, Officers, and Directors will be limited to the greatest extent permitted by law.

29. Indemnification

You agree to defend, indemnify, and hold harmless TaxBandits, its affiliates, service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the Website or the Services (including the TaxBandits' API), including but not limited to any use of the Website or Services other than as expressly authorized in this Agreement.

30. No Third-Party Beneficiaries

The Website and the Services are provided for your sole benefit. We have no responsibility to any person other than you, and nothing in this Agreement confers a benefit on any person other than you.

31. Governing Law and Jurisdiction

All matters relating to the Website, the Services, and this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of South Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of South Carolina or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to the Website, the Services, or this Agreement, shall be instituted exclusively in the federal courts of the United States or the courts of the State of South Carolina, in each case located in the City of Rock Hill and County of York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

32. Arbitration

Any dispute, controversy, or claim arising out of or related to the Website, the Services, this Agreement, or any breach of this Agreement, whether sounding in contract, tort, or statute, shall be submitted to and decided by binding arbitration. Arbitration shall be administered by the American Arbitration Association and held in Rock Hill, South Carolina, before a single arbitrator, in accordance with the American Arbitration Association's Commercial Arbitration Rules. Any arbitral award determination shall be final and binding upon the Parties. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of South Carolina. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.

33. Limitation on Time to File Claims

REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE, THE SERVICES, OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

34. Waiver and Severability

No waiver by TaxBandits of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of TaxBandits to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

Any waiver of the terms herein by TaxBandits must be in a writing signed by an authorized officer of SPAN Enterprises LLC and expressly referencing the applicable provisions of this Agreement.

35. Force Majeure

In no event shall TaxBandits be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond our reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemics, epidemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

36. Attorneys' Fees

In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys' fees.

37. Assignment

You may not assign your rights and obligations under this Agreement to any other party, and any purported attempt to do so shall be null and void. We may freely assign our rights and obligations under this Agreement.

38. Account Termination

TaxBandits may terminate your rights under this Agreement and suspend or terminate your TaxBandits account at any time, for any reason. Upon such termination, you must immediately cease using the Services. Any termination of this Agreement shall not affect TaxBandits' rights hereunder.

39. Questions

If you have any questions regarding this Agreement or our Services, please contact us at support@taxbandits.com or by calling 704.234.7120.