Service Agreement

AffinitTax products and services are offered within DMD Agency, referred to here as DMD. As part of your service request with DMD, you acknowledge and agree to the terms and conditions of this Agreement on behalf of your business, customer, client(s), partner(s), and tax office(s), all these referred here to as Client. The acceptance of this Agreement is required in order to procure the products and services offered by DMD. Acknowledgement and acceptance of this agreement binds the Client to the terms and conditions set forth in this agreement upon payment.

Client Terms

DMD acknowledges that Client will own all taxpayer information submitted by Client’s taxpayer(s). Content, such as logo, company name, and tax preparer information provided by Client for use in app, website, or marketing materials will be owned by Client, except stock photos provided by DMD, which remain property of their respective owner(s). Client agrees that any content or images provided to DMD for use are properly owned or licensed to Client. Client agrees to maintain anti-virus software that protects computers and networks used to access DMD products and services.

Client is responsible for all activity on mobile app and DMD web server(s) through term of service. Client must secure any user identification and/or password used to access AffinityTax account management system. Client must promptly notify DMD of any known unauthorized use of Client’s account, and of any other breach of security that might affect DMD, Client data, or DMD server(s).

Client agrees that if they are a reseller it is their responsibility to notify their client(s) and partner(s) of the terms of this agreement. Client agrees that DMD will not be liable to their client(s) or partner(s) for cancellations or removal of app and/or web service(s) for breach of this Service Agreement or payment failure.

Copyright

DMD Agency retains full ownership of any source code, graphics, photos, mock-up files or written copy contained within the AffinityTax mobile app and/or web services. Client retains ownership of website, domain, logo, and/or print media created for Client. Rights to stock photos license(s) are not specifically transferred to Client and remain property of their respective owner(s). Client agrees they will not modify, duplicate, reproduce, license or sub-license, transfer or convey the source code of any AffinityTax mobile application or web service(s) to any third party without prior written consent of DMD.  Client agrees that such actions are a breach of this Agreement and subject to immediate termination without compensation. Furthermore, may warrant legal action.

All projects will contain a copyright/legal statement with a link to DMD’s contact information. Client agrees that in the event that they or their customer acquire a new company after completion of web development, under no circumstance will the customer remove the copyright section of DMD or it’s partner(s) as long as the customer continues to use the service(s) provided by DMD.

Assignment of Product

DMD reserves the right to assign subcontractors to project(s) to ensure that the terms of agreement are met, in addition to and not limited to using open source media or third-party service to accomplish project(s). Client agrees to open an Apple Developer Account to upload the Apple version of the mobile application. The Client agrees to purchase any services necessary to complete project(s). DMD agrees that any purchased content provided by Client may not be used by DMD for any other client unless written permission by Client has been provided. Furthermore, DMD acknowledges that any content purchased and provided by Client is owned or licensed to Client.

Projects

1. Project Completion

DMD will provide Client with expected time frame of completion for product(s) and/or service(s) requested by Client. DMD and Client will work together to complete projects on a timely manner.

2. Mobile Application, AffinityTax Web App and Web Site

Branded mobile app(s) and/or Web App will be published on DMD web server(s). Website(s) will be uploaded to Clients web hosting provider upon final approval by Client. Client may request that DMD host the website, however, Client understands that should they request to move the website in the future other fees may apply if DMD conducts the migration. Once the website has been published, any changes maybe considered as maintenance and other fees may apply.

AffinityTax Mobile App & AffinityTax Web App License

License term of service for AffinityTax App and/or AffinityTax Web App is one year from the date of development. Upon expiration of the Initial Term, the License Agreement will automatically renew for an additional year.

Taxpayer Data

“Taxpayer Data” means Client’s taxpayer electronic data, or data legitimately used by taxpayer transmitted to DMD Server(s) through AffinityTax App and/or AffinityTax Web App. Transmission of Taxpayer Data to our server(s) must comply with our specifications and guidelines. Client is responsible for the accuracy and content of Taxpayer Data. Client agrees that transmission and storage of Taxpayer Data will not violate rights or intellectual property of any third party. Taxpayer Data will be kept secure and confidential by DMD.

DMD Server(s)

Taxpayer Data will be stored on DMD Server(s). “DMD Server(s)” means the server(s) and any storage media, hardware, software or system selected by us for data storage and operation of the service. DMD Server(s) are not dedicated exclusively to Client or AffinityTax. DMD Server(s) may be located at our site(s) or at our contractor’s site(s).

Limited Access to the Service

We strive for 24-7 availability of the AffinityTax App and/or AffinityTax Web App. However, there may be downtime of DMD Server(s) for maintenance, re-location and other purposes, which will periodically be necessary. Unintended interruptions and unscheduled downtime may also occur and are not a breach of this Agreement.

AffinityTax App And/Or Web App License

We grant you a limited, nonexclusive, nontransferable, non-sub licensee right to use the AffinityTax Mobile App and/or AffinityTax Web App and web service(s) from your computer or mobile device through the Internet to store and retrieve Taxpayer Data, on the terms of this Agreement. You may not transfer or assign the License, or lend, share or permit anyone else to use username or password. Rights not expressly granted to Client are reserved to DMD. Client may not sub-license or loan use of the AffinityTax App and/or AffinityTax Web App, media, or any documentation of our service, to any other person or entity. You may use AffinityTax products with services provided by you for taxpayers, but you may not loan or time share AffinityTax products or services, or use it as storage service for another person or business outside of its intended use.

Billing and Payment

All Fees relating to AffinityTax and/or websites hosted on DMD Server(s) described herein, according to the rates indicated in your service agreement. All Fees are referred to and payable in US Dollars. AffinityTax App and/or AffinityTax Web App are provided exclusively on an annual license basis.

Taxes

DMD is based out of El Paso, TX; therefore, any Texas based business will be subject to a sales tax at the current rate of 8.25%.

Payment Options

1. Full Payment

Service(s) will be rendered upon full payment stated on Invoice, which is non-refundable.

2. Payment Plan

DMD reserves the right to work with Client to develop a payment plan for specific service(s) provided to Client. The Client will render a non-refundable payment upon agreement of the service(s). Any online service(s) such as websites, account management systems, other related service(s) will be hosted on DMD web hosting server(s) and remain there until the final payment is collected, other hosting fees may apply. Client agrees that DMD reserves the right to remove any content developed not paid for in full. Client agrees they will forfeit any payment and service(s) if entire payment(s) is not rendered within the time frame specified by DMD. Client agrees DMD will own all data, content created by DMD until full payment has been made and content has been transferred to Client.

3. Renewal License

License fee will be submitted to client 7-10 days prior to service expiration.If client defaults on payment, after 48 hours mobile app and dashboard access will be removed. All data will be destroyed from database and server, which is non-recoverable. Client agrees that if defaulted, app with data have been completely remove from app store and deleted. The Client agrees that once the app and/or web app have been removed if they would like to re-activate the Mobile App, a  $750 setup and/or $300 Web App fee will apply. Client agrees that once the license fee is paid they have committed to a year of service and the payment is non-refundable.

All fees subject to change without notice.

In case collection proves necessary, the Client agrees to pay all fees (including and not limited to attorney and court fees) incurred by this process. Client agrees that regardless of the place of origin of this agreement for the purposes of venue, this agreement was entered in El Paso, TX and any dispute will be litigated or arbitrated in El Paso, TX, and the Client hereby consents to personal jurisdiction of the Texas State Courts. Furthermore, the Client waives any right to or claim sovereign immunity.

Termination

Client agrees that if agreement is breached, or Client fails to pay required fees when due, then all service(s) provided by DMD Agency will automatically be suspended or terminated (any additional service(s) will terminate for any number of users for which fees have not been paid). The Service may also be terminated by Client in written notice at least 30 days prior to your subscription contract end date, or by DMD, or pursuant to the provisions of any underlying master service agreement affecting your use of the Service Agreement. Termination of service ends your right to use the AffinityTax, other web service(s), access to Taxpayer Data. After termination DMD will continue to store Client’s Taxpayer Data for a maximum of 48 hours. Client will have access to export all Taxpayer Data. After 48 hours of Service Termination Client’s Taxpayer Data will be erased and permanently destroyed, and DMD will have no liability to Client for destruction of or access to Taxpayer Data. Client agrees that upon termination of the of the service DMD will remove, disable and/or delete AffinityTax app and/or Web Service from the DMD server(s), Google Play and the App Store without further notice.

Security

DMD is committed to protecting Client and Taxpayer information securely. DMD uses a variety of security technology services and procedures to help protect the information from unauthorized access, use, or disclosure. AffinityTax service(s) is only accessible within the United States. AffinityTax may provide access to countries where military service members are stationed with written permission from Client. We will add additional security measures upon execution of the request. Client agrees that DMD technical personnel with security clearance may have access to Taxpayer Data. DMD has confidentiality agreements that prohibit its employees with such security clearance from accessing Taxpayer Data except for technical purposes to fulfill our obligations of support, update, and improve the service(S) and product(s).

DMD has the right to fully investigate and prosecute allegations of violation by Taxpayer or Client, including without limitation possible infringement of any intellectual property rights, security breaches, and interference, and to involve, assist, and cooperate with law enforcement authorities and initiate criminal prosecution to the fullest extent of the law. This may include accessing Taxpayer Data, Affinity Tax Dashboard and other service(s) provided by DMD.

Although we have no obligation to monitor your access to use service, we have the right to do so for the purpose of managing, operating, and optimizing the service for business optimization, and to ensure your compliance with this Agreement and applicable laws, including any order or requirement of a court, or governmental agency or authority. We reserve the right to disclose, in our sole discretion, any of Taxpayer Data as necessary to (a) satisfy any law, regulation, or legal and lawful governmental request or investigation, or (b) reduce or prevent what we consider to be, in our sole discretion, a serious or imminent threat to your health, safety, or property, or the health, safety, or property of another.

This Section shall not restrict any disclosure pursuant to any law, including any securities law, or pursuant to a subpoena, court or other compulsory process, but in any such case where DMD is required to make such disclosure of data, DMD shall, to the extent lawfully permitted to do so, give prompt notice to the Client of the disclosure requirement or order so that the Client may seek appropriate protective orders or similar relief.

Maintenance

Mobile application updates are done annually to maintain the security and integrity of the product(s) and service(s). Most changes may not affect the initial version acquired by Client, however, DMD may release upgrades that will be available to Client upon renewal. DMD will notify Client of any changes and renewal requirements if any major release affects the initial version acquired. DMD reserves the right to withhold any upgrade or change until the Client has paid for the service.

Disclaimer

WE HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR ANY PERFORMANCE PROBLEM, CLAIM OF INFRINGEMENT, OR OTHER MATTER TO THE EXTENT IT IS ATTRIBUTABLE TO ANY:

1. UNAUTHORIZED OR IMPROPER ACCESS TO OR USE OF THE SERVICE, YOUR COMPUTER, OR YOUR DATA WHEN SUCH ACCESS OR USE ORIGINATES OUTSIDE OF SERVERS, OR THROUGH ANY EQUIPMENT, COMPUTERS, NETWORKS, COMMUNICATION LINKS OR DEVICES, FACILITIES, PEOPLE AFFILIATED WITH YOU OR AUTHORIZED BY YOU TO ACCESS YOUR DATA OR SERVERS;
2. THIRD PARTY DATA;
3. BREACH OF THIS AGREEMENT BY CLIENT; OR
4. ACT OR OMISSION BY YOU, YOUR AFFILIATES OR YOUR AUTHORIZED USERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, OR CUSTOMERS.
5. USE OF ANY THIRD PARTY APPLICATION ASSOCIATED WITH THIS SERVICE.

WE MAKE NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY WARRANTED IN THIS AGREEMENT, THE SERVICE AND OUR SUPPORT AND OTHER SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “WHERE IS”. THERE IS NO WARRANTY THAT THE SERVICE, DOCUMENTATION OR SUPPORT OR OTHER SERVICES AVAILABLE TO YOU ARE ERROR FREE OR THAT THEY WILL BE UNINTERRUPTED BY US OR OTHERS. WE DISCLAIM AND EXCLUDE ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WE MAKE NO WARRANTY REGARDING ANY HARDWARE, SOFTWARE OR PRODUCT NOT PROVIDED BY US UNDER THIS AGREEMENT.

WE ARE NOT RESPONSIBLE FOR LOSS OF USE OF THE SERVICE OR ANY WEBSITE, INTERNET ACCESS, HARDWARE OR SOFTWARE, LOSS OF DATA (INCLUDING YOUR DATA) IN TRANSIT TO OR FROM US, COSTS OF RECREATING LOST DATA, COST OF ANY SUBSTITUTE PERFORMANCE, EQUIPMENT, SOFTWARE, OR SYSTEM, OR CLAIMS BY ANYONE OTHER THAN YOU.

Client acknowledgement service is a complex operation involving potential data loss in transmitting it to server(s) or back to you over the Internet. Therefore, you are expected to verify the accuracy of Taxpayer Data retrieved through AffinityTax. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF TAXPAYER DATA RETRIEVED THROUGH AFFINITYTAX, AND ANY RELIANCE THEREON.

WE HAVE NO LIABILITY FOR DESTRUCTION OF TAXPAYER DATA AS PROVIDED IN THIS AGREEMENT. WE ALSO HAVE NO LIABILITY FOR ANY DELAY ON OUR PART IN NOT DESTROYING TAXPAYER DATA PROMPTLY WHEN OUR RIGHT AND OBLIGATION TO DESTROY IT ARISES.

FOR ANY BREACH OF THIS AGREEMENT OR OTHER LIABILITY BY DMD, WE WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS), ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE ANY SERVICE UNDER THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF.

Third Party Partners

The service or its use may enable or invite links to third party websites or use third party content, data, services, or products. WE MAKE NO EXPRESS OR IMPLIED WARRANTY CONCERNING—AND HAVE NO LIABILITY FOR—ANY THIRD PARTY WEBSITES OR CONTENT, DATA, SERVICES, OR PRODUCTS, OR THIRD PARTY PRIVACY OR USE POLICIES OR PRACTICES, AND THEY ARE ACCESSED, USED AND RELIED UPON AT YOUR SOLE RISK.

DMD Obligation

DMD obligations are conditioned on the following: (1) you must promptly give written notice to us of any claim against you alleging infringement; (2) you must allow us at our discretion to control the defense and settlement of the claim including any litigation; and (3) you must fully cooperate with us in the defense, settlement, and litigation, including providing necessary information and materials. We have no obligation or liability to you if the infringement or claim relates to: (i) any modification or addition to the service or its underlying software made by you; (ii) use of the service with any software, equipment or system not provided by DMD to you; (iii) use of the service other than as we intend and permit; (iv) any patent that issues after you register with us for the service; or (v) the law of any foreign country or jurisdiction. You must mitigate your damages and cooperate with our reasonable requests for such mitigation. If we request, you must promptly cease access to and use of the service. Our liability is only to you, so we have no obligation or liability to any third party even if they are affiliated with you.

Except for obligations to make payment, neither Client nor DMD will be deemed in breach of this Agreement or liable for any failure to perform an obligation where such failure is caused by an Act of God, fire, flood, earthquake, storm, terrorism, war, crime, change in law or regulation, any disruption, outage or malfunction of or interference in communications, network, equipment or software, act of any military, civil or regulatory authority, the Internet, any third party, any disruption or delay in supplies, power, or other utilities, any labor dispute or shortage, or circumstances beyond your, or our, control, as the case may be.

The laws of the state of Texas will govern this Agreement without giving effect to conflict or choice of law principles. Any litigation regarding this Agreement must be conducted exclusively in a state or federal court of competent jurisdiction within El Paso, Texas and such court’s appellate courts. By using DMD’s service(s) and product(s) you agree and submit to such exclusive jurisdiction and venue.

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