End-User License Agreement Terms & Conditions (“Agreement”)
Please read this End-User License Agreement (“EULA Agreement”) and Terms & Conditions carefully before clicking the “I Agree” button, downloading or using WOTC Processing Application (“Application”).
By clicking the “I Agree” button on client login page, downloading or using the Application, you are agreeing to be bound by the terms and conditions of this Agreement. This Agreement is a legal agreement between you (either an individual or an entity) and Tax Credit Group, Inc. and it governs your use of the Application made available to you by Tax Credit Group, Inc. If you do not agree to the terms of this Agreement, do not click on the “I Agree” button and do not download or use the Application. The Application is licensed, not sold, to you by Tax Credit Group, Inc. for use strictly in accordance with the terms of this Agreement.
1. AUTHORITY TO BIND.
Each person executing this Agreement represents full and legal authority to execute this agreement for and on behalf of the respective party for which he or she is executing this agreement and to bind that party the promises, covenants, and terms contained herein.
Tax Credit Group, Inc. grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use the Application solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement.
You agree not to, and you will not permit others to: license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party. Copy or use the Application for any purpose other than as permitted under the above section ‘License’. Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application. remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Tax Credit Group, Inc. or its affiliates, partners, suppliers or the licensors of the Application.
4. INTELLECTUAL PROPERTY.
The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Tax Credit Group, Inc.
5. COPYRIGHT AND TRADEMARKS.
The information available on or through this Site is the property of TCG, and is protected by copyright, trademark, and other intellectual property laws. Users may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information available on or through this Site for commercial or public purposes. Users may not use the trademarks, logos for any purpose including, but not limited to use as “portal links” in other pages or sites on the World Wide Web without the written permission of TCG.
6. MODIFICATIONS TO APPLICATION.
Tax Credit Group, Inc. reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.
7. UPDATES TO APPLICATION.
Tax Credit Group, Inc. may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”). Updates may modify or delete certain features and/or functionalities of the Application. You agree that Tax Credit Group, Inc. has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to you. You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement. You agree you are responsible for continuing to submit data and tax credit forms by an alternative method if for any reason you are unable to access the application.
8. THIRD PARTIES.
The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services (“Third-Party Services”).You acknowledge and agree that Tax Credit Group, Inc. shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Tax Credit Group, Inc. does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services. Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
9. TERM & TERMINATION.
This License Agreement shall remain in effect until terminated by you or Tax Credit Group, Inc. Tax Credit Group, Inc. may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. This Agreement will terminate immediately, without prior notice from Tax Credit Group, Inc. , in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your mobile device or from your computer. Upon termination of this Agreement, you shall cease all use of the Application and delete all copies of the Application from your mobile device or from your computer. Termination of this Agreement will not limit any of Tax Credit Group, Inc. ‘s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under Agreement for Tax Credit Services.
The parties expressly intend for the indemnity provisions of this contract to be enforced by any court in which any claim or dispute may be brought. The parties therefore intend these indemnity provisions to be governed by the law of a state which allows for a party to be indemnified against the consequences of its own negligence, even if the underlying claimant is someone from whom the Indemnitor would otherwise not be liable. As of the time of execution of this Agreement, the law of the Commonwealth of Pennsylvania allows for such broad indemnity. The parties therefore choose that these indemnity provisions be governed by the law of Pennsylvania. In the event that such a provision is not enforceable under Pennsylvania as of the time that any claim for indemnity arises or accrues, the parties choose that these indemnity provisions shall be governed by any state that would enforce the language as written.
Parties agree that exclusive jurisdiction and venue over any dispute arising out of this Agreement shall vest in the Iowa District Court in and for Dubuque County and/or the U.S. District Court for the Northern District of Iowa. in Iowa Court Dubuque County in which any claim or dispute may be brought. Indemnitor shall be defined as its subsidiaries, affiliates, officers, employees, contractors, subcontractors, agents, advisors, partners and licensors, subsidiaries, parent company. Indemnitor agrees to indemnify, defend, and hold harmless the Indemnitee Tax Credit Group, Inc. Indemnitee being defined and its parents, subsidiaries, affiliates, officers, employees, contractors, subcontractors agents, advisors, partners and licensors (if any) from any and all liabilities, claims, damages, and/or expenses, including attorney’s fees, litigation expenses, investigation expenses, and the costs and fees of expert witnesses due arising, in whole or in part, from the act or acts of omission, use of the Application, violation of this Agreement or any law or regulation, violation of any right of a third party, loss of business, loss of profits or tax credits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Application, property damage, personal injury, commercial injury, claims of reputational loss or intellectual property, data loss, data breach.
11. LIMITATION OF LIABILITY.
Indemnitee Tax Credit Group, Inc. shall not be liable for any damages whatsoever, including any direct, indirect, incidental, consequential, special or exemplary damages, and any damages for loss of profits, savings, goodwill or other intangible losses, regardless of whether TCG had been advised of or could have foreseen the possibility of such damages, arising out of or in connection with: (a) the use, inability to use or performance of any of the services of TCG site, or (b) any unauthorized access to or modification to any of your content or transmissions, (c) incorrect or improperly submitted data, forms, transmissions and electronic signatures of IRS Form 8850 and ETA Form 9061.
The Application is provided to you “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Tax Credit Group, Inc. , on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Tax Credit Group, Inc. provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. Without limiting the foregoing, neither Tax Credit Group, Inc. nor any Tax Credit Group, Inc. ‘s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of Tax Credit Group, Inc. are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.
15. US GOVERNMENT USERS.
The Application and related documentation are “Commercial Items”, as that term is defined under 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used under 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. In accordance with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
16. EXPORT COMPLIANCE.
You may not export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Application was obtained. In particular, but without limitation, the Application may not be exported or re-exported (a) into or to a nation or a resident of any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By installing or using any component of the Application, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
Tax Credit Group, Inc. reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Application after any revisions become effective You agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Application.
18. ACCESS TO APPLICATION AND USE AFTER TERMINATION.
You agree if you access the Application at any point and time after Termination of Tax Credit Services Agreement a monthly fee of $200.00 and a fee of $50.00 for each tax credit form submitted into Application during that time. All Fee’s shall be due within (30) days upon receipt of invoice.
19. GOVERNING LAW.
Except defined in Article of this Agreement The laws of Iowa, United States, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Good.
20. ENTIRE AGREEMENT.
The Agreement constitutes the entire agreement between you and Tax Credit Group, Inc. regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and Tax Credit Group, Inc. .
You may be subject to additional terms and conditions that apply when you use or purchase other Tax Credit Group, Inc. ‘s services, which Tax Credit Group, Inc. will provide to you at the time of such use or purchase.
Tax Credit Group, Inc. (“TCG”), provides the information and services on its World Wide Web site(s) (‘Application”) under the following terms and conditions. By accessing and/or using the Site, you indicate your acceptance of these terms and conditions. You expressly acknowledge that TCG. has entered into this agreement, and has and will make a TCG. Site, Content and Services available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of the bargain between you and TCG.. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of, a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy or termination of this agreement.
Eligibility to use the Application is not automatic, and all decisions regarding your eligibility to utilize the Application section of the Website are made solely and exclusively in the discretion of TCG. You agree not to contest any eligibility determination made by TCG As guidance, you must be a current client of TCG and have entered into a agreement with TCG to be eligible to use the Application.
24. SUCCESSORS & ASSIGNS.
All of the provisions contained herein shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, estates, executors and administrators of the parties hereto to the same extent as if assigns, heirs, estates, executors and administrators of the parties hereto were in each case named as a party to this Agreement.
24. ATTORNEY FEE’S.
In the event any suit or action is instituted by TCG to enforce any provision in this Agreement, TCG in such dispute shall be entitled to recover from you reasonable attorney fees, expert witnesses, costs and expenses of enforcing any right of the Agreement.
TCG is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. User is responsible for maintaining the security of any password, user ID, or other form of authentication involved in obtaining access to password protected or secure areas of TCG sites. In order to protect you and your data, TCG may suspend your use of site, without notice, pending an investigation, if any breach of security is suspected.
26. ACCOUNT ACCESS AND PASSWORD PROTECTED AREAS.
In order to access and use the Site, you must provide your current User ID and Password. You agree to take any and all actions necessary to maintain the privacy of your User ID and Password, including, without limitation, safeguarding your User ID and Password in a private and secure place, adopting special precautions when accessing the Site from a computer that is available for use by other users and exiting from the Site at the end of each session. You agree not to provide your password or username with any outside state and federal agency, government entity, or third party . In the event that you have reason to believe that a third party has access to your account, you agree to immediately change your Password and notify TCG and your security administrator.
27.SUBMISSION OF TRANSMITTED DATA.
You represent, warrant and covenant that: (a) you are authorized to access and use the Site; (b) all instructions and information you enter into the Site related to the Services will be accurate and complete per Internal Revenue Service and Department of Labor guidelines under the Work Opportunity Tax Credit Program (WOTC) and other applicable tax credit programs; (c) you agree to verify and remain solely responsible for all information electronic signatures, data entered into the Site by you or on your behalf by TCG related to the Services; (d) you agree not to upload, transmit, distribute or otherwise publish through the Site any materials that contain a virus, worm or other harmful component or that would cause the Site to malfunction; (e) you agree to not decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the Software or other copyrighted or trademarked material, trade secrets or other proprietary information contained in the Site; .(f) you agree not to share, forward, decimate, any account information, data, forms, images, to third parties or any outside agencies without written consent of TCG and agree to inform TCG immediately upon notice or discovery of such incident and parties involved.
28. CONTACT INFORMATION.
If you have any questions about this Agreement, please contact us at 563-583-2115 or at
Tax Credit Group, Inc.
3500 Dodge Street Suite 302
Dubuque, IA 52003-5266