2019 Software Terms and Agreement

    1. 1.1 Services. Subject to the terms below, UTS will provide END USER with the following, (a) the computer software requested by the END USER on the Order Confirmation, (b) transmission and processing services needed to electronically file returns through UTS’ electronic return filing program and Bank products (as customarily used in the electronic tax return industry, including refund transfers (RTs)), made available by one of our Participating Banks. UTS will retain all rebates and incentives from Participating Banks.
    1. 2.1 License. 2.1.1 Grant of License. Subject to the terms and conditions of this agreement, UTS grants to the END USER a limited, nontransferable, nonexclusive right and license to use, and to permit Authorized Users to use, the Software solely for the purpose of performing services for itself or its Clients without any further right to use, sublicense, distribute, transfer or transmit the Software. The Order Confirmation will determine how many Authorized Users may be established for each copy of the software.
    2. 2.1.2 Desktop Application. The License for the use of the Desktop Application version of the software must be registered to, and is restricted to, a particular Designated Office. Customer must pay the appropriate Fees to establish a license additional Designated Offices to use the Software other than the location of the Designated Office.
    3. 2.1.3 Use of License. The License for the use of the Designated Software must only be used at the Designated Office per Agreement at time of purchase. If the License is applied on more than one location in the Designated Office, the END USER understands that a network is the only means of Support from UTS. UTS cannot be responsible for problems or issues with non-networked locations in the Designated Office.
    4. 2.2 Ownership. END USER acknowledges that UTS Services are the exclusive and confidential property of UTS or the licensors from whom UTS secures such products and services. END USER shall treat as confidential and not disclose any of the UTS information furnished by UTS (“Confidential Information”) in any form other than to employees of END USER. END USER will instruct its employees to keep the same confidentiality.
    1. 3.1 Software Fees. END USER must pay UTS the Fees set forth on the Order Confirmation. Additional Fees may apply, which END USER agrees to pay when due, for setup, transactions, additional Support or use of certain Applications. END USER agrees to pay interest at the rate of 1% per month (not to exceed the maximum amount by law) on amounts due from due date until paid. Invoices must be paid within 3 days of receipt unless otherwise agreed upon by UTS and the END USER.
    2. 3.2 E-file Fees, ProPlus Collect Fees, Protection Plus Fees. If END USER purchases a Software package with E-filing Fees included, there will be no Fees for E-filing assessed. If END USER purchases a Pay Per Return package, the END USER agrees to pay the appropriate E-file Fees that are designated upon the Order Confirmation. E-file fees will be invoiced to END USER weekly beginning 1 week after E-filing starts. END USER will receive invoice via Email to the provided Email address that was assigned to the Designated Office. Charges will be invoiced on designated dates during tax season. Invoices are due upon receipt and will be charged to credit card on file. If not paid in full by 12am on the third day, the END USER’s E-filing privileges will be suspended until payment is received.
    3. 3.3 Tax Preparation Fees. Current tax preparation fees are deposited to END USER’s bank account from participating bank.
    1. 4.1 Term and Auto Renewal Term. The term of this agreement is for a set period of the date of purchase and shall automatically renew on the 12th month from the agreement date. If the END USER requests the software renewal to be terminated, the END USER must notify UTS by phone conversation 10 days prior to the automatic renewal date.
    2. 4.1.1 Online Edition. Term of agreement for the Cloud Subscription software is for 12 consecutive months starting on the first payment at the time of purchase. Failure to continue payment for the 12 consecutive months will result in a penalty for the remaining portion of the agreement.
    3. 4.2 Termination. This agreement may be terminated by UTS for cause, in its sole discretion, immediately upon notice to END USER if END USER materially breaches any terms or conditions of this Agreement, or if any Fees remain unpaid for a period of thirty (30) days after due. Upon termination of this Agreement, the END USER must cease all further use of the Software, and at UTS’ discretion, either will return the Software to UTS, or to confirm to UTS the software has been destroyed. Upon request of UTS, END USER must certify that all copies of the software have either been destroyed or returned to UTS. Termination of this Agreement as cited above will not require payment of a refund to END USER.
    1. 5.1 Use of Participating Bank. By using the License provided by UTS for the Software that was purchased from UltimateTax Service, Inc, the END USER agrees to use one of the Participating Banks associated with UTS. END USER must submit a Bank Application to be on file at all times through UTS for each season the END USER has agreed to the terms and conditions of this Agreement. Any attempt by the END USER to use a Bank that is not a Participating Bank, will be subject to termination of this agreement with no refund payable to the END USER and will be responsible to pay UTS a Service Bureau Fee of ($20) for each Bank product done through a non-participating Bank. If Not offering bank product to customer, this section does not apply.
    2. 5.2 Bank Agreement. By agreeing to the terms and conditions of this Agreement, the END USER understands that providing information to a Participating Bank which is not accurate and complete, or failing to abide by Participating Bank’s RAL/RT/PreFund Program terms and conditions, will be grounds for immediate suspension from the program. END USER authorizes Participating Bank and its assigned end users to run background checks and check the credit history of individuals and non-individuals listed in this application. I understand that Participating Bank, in its sole discretion, reserves the right to decline access to all or parts of its RAL /RT Program for reasons determined through this application, review of the above – mentioned credit history, or any other means determined to be appropriate and necessary by the Bank. If Not offering bank product to customer, this section does not apply.
    3. 5.3 Bank Fees. If END USER is participating in Bank products through a Participating Bank, Additional Fees for Bank products will include: Service Bureau Fee ($20), Applicable Bank Fees, Transmitter Fees and Technology Fees. All of these fees are withheld out of the END USER’s customer’s refund check. This will not be an out of pocket expense for your company. Depending on future IRS regulations, this may be billed to the END USER. If Not offering bank product to customer, this section does not apply.
    4. 5.4 Ultimate Cash. Ultimate Cash is a rewards program based on the number of returns that are charged a Service Bureau Fee (Bank Product). 100 Bank products minimum, to enroll in the rewards program. Ultimate Cash is for Bank products funded from January 1st – April 30th, Current Year. The balance will be applied towards next year’s tax program and the remaining balance will be disbursed no later than June 30, Current Year. If software is not renewed, our final retail pricing structure will be applied to the reward. Any remaining reward will be disbursed to the client. If Not offering bank product to customer, this section does not apply.
    1. 6.1 Support. UTS may provide and offer support for the Software remotely from UTS’ offices. Support shall not include, and UTS will not provide, any tax, legal or other professional advice of any kind, including, but not limited to: the appropriate handling of any tax and accounting related issues. Support for any prior year software may be limited. UTS may also choose to not support software that is not installed on hardware that does not meet UTS’ standard published system requirements and is not responsible for any software that is installed on any hardware that does not meet system requirements. END USER agrees that any employees will not knowingly place more than one call at any given time to UTS’ support system regarding the same situation or question. UTS reserves the right to terminate the END USER’s access to Support if it is determined that the END USER is committing acts that are disruptive to the UTS’ Support Service (e.g., being verbally abusive to any support representative, providing UTS’ direct Support line to END USER’s clients,etc.).
    2. 6.2 Support Termination. If END USER does not renew his software agreement, his support services by UTS will be terminated on the 13th month after the purchase of the initial agreement. If the Online version of the software is used, any database of returns for prior years will not be available for use after the 13th month after the purchase of the initial agreement.
    1. 7.1 Professional Responsibility. END USER understands, agrees and acknowledges that:
    2. 7.1.1. Use of this Software does not relieve END USER of responsibility for the preparation, content and accuracy of tax returns or any other work product generated by END USER when using the software.
    3. 7.1.2. END USER will not rely or inquire upon UTS for any tax or legal advice of any kind.
    4. 7.1.3. END USER will review any computations that the software has made and verify they are correct.
    5. 7.2 Customer Representations. Customer represents that:
    6. 7.2.1. END USER will not use the Software to create a product, service that competes with UTS.
    7. 7.3 E-filing Representations.
    8. 7.3.1. END USER hereby represents, warrants and agrees that (a) it shall maintain during the term of this Agreement, a valid Electronic Filing Identification Number (EFIN) with the IRS, will furnish UTS with each EFIN it maintains with the IRS prior to the beginning of tax season, and use only the UTS Licenses for each EFIN and END USER maintains with the IRS; (b) all returns filed electronically shall be filed and transmitted exclusively through UTS utilizing the UTS services; (c) all applications for Bank Products made by or through END USER shall be transmitted for processing through only UTS.
    9. 7.3.2. END USER agrees to the initial electronic filing fee selected in the purchase contract. There is no additional minimum charge for e-filing.
    1. 8.1 Warranty And Liability. UTS disclaims all warranties, expressed or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose with respect to the UTS Services. END USER waives all claims against UTS for damages exceeding the amount UTS receives under this agreement and for special, consequential, incidental, indirect or exemplary damages arising out of this agreement, whether based on warranty, contract, tort (including negligence or strict liability) or otherwise, whether or not such damages are foreseeable, and regardless of whether UTS has been advised of this possibility of such damages.
    1. 9.1 Indemnity. END USER hereby agrees to indemnify, defend, and hold UTS harmless from any and all claims, actions, demands, suits, losses, costs, expenses, and liability whatsoever, including reasonable attorney’s fees and expense of litigation, on account of any such real or claimed damages or liability occasioned in whole or part by any act or omission of END USER, its End Users or employees.
    1. 10.1 Software Shipment. Shipment can mean by actual physical shipment or by downloaded means. Software is NOT shipped until the software is released by UTS vendors. Normal release dates range from Mid-November to Mid-January. Once software has been released, UTS will verify release, ship and make the software available to END USER.
    1. 11.1 Prior to Shipment. Refunds will be granted prior to shipment of software minus a 10% order termination charge that will be assessed to the refundable amount.
    2. 11.2 After Shipment.After shipment, refunds will be granted for cost of software minus shipping and a 25% termination charge, if the package has not been opened. Packages must be shipped back to UTS at END USER’s expense within 14 days of receiving shipment.
    3. 11.3 Package Opened. Once software is received and the software package has been opened, no refund will be granted. UTS will only grant refunds in special situations at its sole discretion.
    4. 11.4 One Time Use. END USER may only request a refund on software once in your history of the Designated Office.
    5. 11.5 We MAY Honor requests for refund for the following reasons.
      • Non-delivery of the product: due to some mailing issues you do not receive a delivery e-mail from us.
      • Download issues: it may happen so that you are having problems while downloading the product.
      • Irreparable defects or grave difficulties with the product: although all the products are thoroughly tested before release, unexpected errors may occur. This reason should be submitted to our Support Team’s approval.
      • Product not-as-described: a request based on this reason is satisfied on a case by case basis in agreement of both parties concerned. If available, to prevent this situation every customer is suggested to check any free samples of each type of the product offered before making the purchase.
      • On the quality front, we ensure proper quality management practices and our company is audited on a semi-annual basis by an external quality certification agency.
    1. 12.1 State Sales Tax. If customer home address is based out of the state of Iowa, that customer will be accessed a sales tax of 7.0% on any purchases through UTS.
    2. 12.2 USE Tax. UTS Recommends any customer purchasing products through UTS, calculate and apply the USE Tax to their purchase. This tax is payable at the end of the year on the year end Income Tax Return.