Services Agreement
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES (DEFINED BELOW).
SourceHOV, Tax LLC (dba GOAT.tax) is willing to provide the Services to you only upon the condition that you accept all the terms contained in this Agreement. By signing up for an R&D tax credit study (the “Study”) with GOAT.tax or by accessing or using the Services, you have indicated that you understand this Agreement and accept all of its terms. If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that company or other legal entity. If you do not accept all the terms of this Agreement, then you must not accept this Agreement and you may not use the Services.
1. Definitions. In addition to those capitalized terms defined throughout this Agreement, the following terms shall have the following meanings:
“Agreement” means this Services Agreement, together with the Data Processing Addendum attached as Exhibit A.
“Projected Study Value” means the amount of your GOAT.tax R&D tax credit as identified and calculated within the Study provided to you along with delivery of your R&D tax credit forms.
“Study Deliverable” means the final document delivered to you after you proceed through the workflow when computing your R&D tax credit through GOAT.tax. It also includes the final computation of the R&D tax credit.
“Eligibility Process” means the review and qualification process we undertake to determine your eligibility for R&D tax credits in connection with a Study.
“Services” means GOAT.tax’s cloud-based services and analytics platform that enables you to review and apply for R&D tax credits.
2. Services.
2.1 Services. Subject to your compliance with the terms and conditions of this Agreement, during the Term (as defined below): (i) GOAT.tax will provide you with Services, and you may access and use the Services solely for your internal business purposes; and (ii) GOAT.tax will make available to you at no additional cost the standard support that is made generally available at no additional cost to paying subscribers, in accordance with GOAT.tax’s policies from time to time.
2.2 Authorized Users. The Services may only be accessed and used by your employees and independent contractors, who may only access and use the Services for the sole purpose of performing their job functions or services (as applicable) for you (“Authorized Users”). The log-in credentials for each Authorized User are for a single individual only and cannot be shared or used by more than 1 person. You are responsible for all actions taken under an Authorized User’s account, whether or not such action was taken or authorized by the Authorized User. You may from time to time replace an Authorized User who no longer requires use of the Services by contacting us at support@GOAT.tax of the requested change (in which case new log-in credentials will be established).
2.3 Restrictions. You, on behalf of yourself and your Authorized Users, agree not to: (1) copy, modify, alter, decompile or reverse engineer the Services (including the source code, object code, and underlying structure and algorithms thereof); (2) resell or otherwise make the Services available to any third party; (3) use the Services either directly or indirectly to support any activity that is illegal or that violates the proprietary rights of others; (4) interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services); (5) deactivate, impair, or circumvent any security or authentication measures of the Services; (6) use the Services or its output to train, calibrate, or validate, in whole or in part any other systems, programs or platforms, or for benchmarking, software-development, or other competitive purposes; or (7) permit any third parties to do any of the above. You are responsible for the use of the Services by your Authorized Users, and their compliance with this Agreement.
2.4 Your Responsibilities. You must file your taxes on or prior to the filing deadline applicable to your company. GOAT.tax will not be responsible for your failure to receive a deduction, credit or refund due to your late or incomplete tax filings.
3. Customer Data.
3.1 Customer Data. As between you and GOAT.tax, you own all worldwide right, title and interest in and to all Customer Data. You hereby grant to GOAT.tax a non-exclusive license to access, use, copy, modify, create derivative works based on, and distribute the Customer Data to: (a) provide the Services to you and your Authorized Users, and (b) to create Analytics Data (defined below). You are solely responsible for the content, accuracy and legality of all Customer Data. You represent and warrant that (1) you have, and will continue to have, during the term of this Agreement, all necessary rights, authority and licenses for the access to and use of the Customer Data as contemplated by this Agreement and the software and systems on or through which you have requested us to provide Services; and (2) GOAT.tax’s use of the Customer Data in accordance with this Agreement will not violate any applicable laws or regulations, the rights of any third party, or cause a breach of any agreement or obligation between you and any third party. The Data Processing Addendum set forth in Exhibit A is hereby incorporated herein by reference.
3.2 Security; Backup. GOAT.tax will follow its standard archival procedures for Customer Data. In the event of any loss or corruption of Customer Data, GOAT.tax will use its commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by GOAT.tax. GOAT.TAX’S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 3.2 WILL CONSTITUTE GOAT.TAX’S SOLE OBLIGATIONAND LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA IN CONNECTION WITH THE SERVICES.
4. Fees & Payment.
4.1 Fees. You agree to pay the fees and charges stated in each Study for use of the Services with respect to each Study (“Study Fees”). The Study Fee for each Study will be specified in the applicable Study and is payable and charged based on the payment terms selected at Study delivery. The Study may also include success based fees or supplemental fees for additional services provided during the performance of the Services (“Supplemental Fees”). You may cancel the Services at any time, but please note that cancellation policy set forth in Section 5.4 below will apply.
4.2 Payment Terms. Unless otherwise specified in the Study, you agree to pay all Study Fees by credit or debit card or by ACH. If you have provided us with credit or debit card details, we will charge that credit or debit card: 1.) if electing the pay-in-full option, at delivery of the Study, or 2) if electing to pay Study Fees pro-rata over 12 months, the first time being at the delivery of the Study and subsequent charges occurring at the start of each subsequent month following the delivery of the Study, for the Study Fees and the portion due for any applicable Supplemental Fees. We will issue a payment confirmation to you with respect to any charges we have made to your credit or debit card. If we issue an invoice to you, all invoices are payable as specified in the Payment Terms via section of the applicable Study (or if not so specified, within thirty (30) days of receipt). All amounts are stated and shall be paid in US dollars and are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). You are responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made to us, other than any taxes based on GOAT.tax’s net income. All past due amounts will incur interest at a rate of 1% per month or the maximum rate permitted by law, whichever is less. Except as expressly set forth in this Agreement, all payments, once paid, are non-refundable.
4.3 Preliminary Non-Binding Estimates. Upon signing up for a Study, GOAT.tax may present to you a preliminary R&D tax credit estimate for which you may be eligible. Any such estimates are non-binding and are used solely for illustrative purposes based on your high-level data provided and industry averages.
4.4 Fee Calculation. The Study Fees for each Study will be calculated as a percentage of the value of tax credits that are calculated from such Study (the “Actual Study Value”). The applicable percentage for calculating the Study Fees for each Study will be set forth on the applicable Study (the “Fee Percentage”). Upon entering into an Agreement for a Study, you agree to pay Study Fees based on GOAT.tax’s computation of the tax credit.
GOAT.tax is not responsible for any adjustments to your Actual Study Value due to any of the following:
1. false, inaccurate, or incomplete information you provide to GOAT.tax;
2. your failure to correct and resolve errors in the applications, if any, prepared by GOAT.tax;
3. your failure to follow instructions provided by GOAT.tax;
4. your choice not to claim the full amount of a deduction or credit for which you are eligible; or
5. your failure or delay in filing a complete and accurate tax return.
5. TERM AND TERMINATION
5.1 Term. For each Study, the “Study Term” shall begin as of the effective date set forth on such Study, and unless earlier terminated as set forth herein, end date is when they receive the final Study Deliverable.
5.1 Cancellation Policy. You may choose to cancel any Study at any time prior to the issuance of the Study Deliverable. If you choose to not file for your R&D tax credit as computed by GOAT.tax and delivered to you in the Study Deliverable, you are still required to pay the Study Fees unless otherwise set forth in the Study Deliverable. If you cancel before GOAT.tax has issued you your Study Deliverable, then no fees are due. The GOAT.tax system provides a notification confirming your desire to receive the Study Deliverable.
5.2 Termination. Without limiting other available remedies, GOAT.tax reserves the right to suspend or disable your and your Authorized Users’ access to the Services if any undisputed amounts payable under this Agreement more than 30 days past due. GOAT.tax also reserves the right to suspend or disable access to the Services if GOAT.tax determines (in its discretion) that: (1) your or any Authorized User’s use of the Services disrupts, harms, or poses a security risk, or may cause harm, in each case to GOAT.tax, the Services or any third party; or (2) you or any Authorized User has used, or is using, the Services in breach of this Agreement.
5.3 Effect of Termination. Upon any expiration or termination of this Agreement, your (and your Authorized Users’) right to access and use the Services will automatically terminate. GOAT.tax will have no liability for any costs, losses, damages, or liabilities arising out of or related to GOAT.tax’ exercise of its termination rights under this Agreement. Any payment obligations as of the expiration or termination will remain in effect. The obligations and provisions of Sections 2.3, 3, 4, 5, and Sections 6 through 13 (inclusive) will survive any expiration or termination of this Agreement.
5.4 Changes to Platform. We reserve the right to modify our services or our platform at any time, or to discontinue any service or portion of the platform at any time, with or without notice to you.
6. Confidentiality. Each party understands that the other party may need to disclose certain non-public information relating to the disclosing party’s business that is marked or identified as “confidential” at the time of disclosure, or that is of any nature described in this Agreement as confidential (“Confidential Information”) in connection with the use and/or performance of the Services. Customer Data is your Confidential Information. GOAT.tax Confidential Information includes the non-public portions of the Services and any related documentation and pricing information of GOAT.tax. During the term of this Agreement and for three (3) years thereafter, each party agrees to take reasonable precautions to protect the disclosing party’s Confidential Information from unauthorized disclosure, not to use such Confidential Information except as authorized or as necessary to perform its obligations under this Agreement and to not disclose (without the disclosing party’s prior authorization, including any such authorization given under this Agreement) to any third person any such Confidential Information (other than on a need to know basis to the receiving party’s employees, consultants and service providers who are subject to confidentiality obligations that are at least as protective of the disclosing party’s Confidential Information as this Agreement) or as specifically permitted under this Agreement. Confidential Information does not include any information that the receiving party can show: (1) through no fault of the receiving party, is or becomes generally available to the public, or (2) was in its possession or was known prior to receipt from the disclosing party, or (3) was rightfully disclosed to it without restriction by a third party, or (4) was independently developed without use of any Confidential Information of the disclosing party. The receiving party may disclose Confidential Information if the disclosure is necessary to comply with a valid court order or subpoena (in which case the receiving party will, unless prohibited by law or legal process, promptly notify the disclosing party and cooperate with the disclosing party if the disclosing party chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed). Upon termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy all copies of the disclosing party’s Confidential Information in its possession or control, except that the receiving party may retain one (1) copy of the disclosing party’s Confidential Information for the sole purpose of monitoring its compliance under this Agreement. Notwithstanding the foregoing, upon termination, GOAT.tax will not retain the Customer Data except as necessary to comply with Section 5.4. For purposes of clarity, GOAT.tax may retain any de-identified information or Analytics Data generated using Customer Data.
7. OWNERSHIP.
7.1 GOAT.tax IP. As between GOAT.tax and you, GOAT.tax owns all worldwide right, title and interest in and to the Services, the Usage Data, and Analytics Data, including all Intellectual Property Rights therein. For purposes of this Agreement, “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.
7.2 Feedback. If you provide any ideas, suggestions, or recommendations regarding the Services (“Feedback”), GOAT.tax will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. By providing Feedback, you grant to GOAT.tax a worldwide, perpetual, irrevocable, fully-paid, royalty-free, nonexclusive license to use and exploit in any manner such Feedback.
7.3 Usage Data. You acknowledge and agree that GOAT.tax may generate de-identified data with respect to the use and performance of the Services (“Usage Data”) and may retain and use such Usage Data for its internal business purposes, such as developing and improving GOAT.tax’s products and services (including the Services).
7.4 Analytics Data. You acknowledge and agree that GOAT.tax may use the Usage Data and the Customer Data to create analytics, analyses, statistics, benchmarks, or other aggregated and de-identified data.
8. NO WARRANTY. THE SERVICES ARE PROVIDED AS “AS IS,” WITHOUT WARRANTY OF ANY KIND. GOAT.TAX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GOAT.TAX OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. GOAT.TAX DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. You assume sole responsibility and liability for results obtained from the use of the Services and for conclusions drawn from such use. GOAT.tax will have no liability for any claims, losses, or damages caused by errors or omissions in any Customer Data or any results produced by the Services based upon Customer Data.
9. Limitation of Liability. IN NO EVENT WILL GOAT.TAX BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, WHETHER OR NOT FORESEEABLE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT GOAT.TAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. GOAT.TAX’S TOTAL AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE AMOUNTS PAID TO GOAT.TAX BY YOU FOR THE SERVICES DURING THE 12 MONTH PERIOD PRIOR TO THE FIRST CLAIM FOR LIABILITY HEREUNDER. The parties agree that the limitations and exclusions contained in this Section 9 and elsewhere in this Agreement will survive and apply even if any exclusive remedy specified in this Agreement is found to have failed of its essential purpose.
10. Force Majeure. GOAT.tax will not be in breach of this Agreement if its performance is prevented or delayed for circumstances beyond its reasonable control, including but not limited to acts of God, inclement weather, flood, lightning or fire, strikes or other labor disputes or industrial action, act or omission of government or other competent authority, terrorism, war, riot, or civil commotion, unavailability of supply or power outage, hackers, viruses, disruption in transmission, or disruption in telecommunications services.
11. Notices. Service and other notices will be sent to you or made available through the Services, but we reserve the right to also send you notices in writing to the address of record we have for you.
12. General. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. You may not assign or transfer this Agreement, or any rights granted hereunder, by operation of law or otherwise, without GOAT.tax’s prior written consent, and any attempt by you to do so, without such consent, will be void. GOAT.tax may freely assign this Agreement. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. Any terms or conditions contained in any purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by GOAT.tax and will be deemed null. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
13. Changes to this Agreement. We may change this Agreement from time to time by posting new terms on the Services. You agree to the new or modified terms by continuing to use the Services after such change is posted.
14. Contact Information. If you have any questions regarding this Agreement, you may contact GOAT.tax at support@GOAT.tax.
Exhibit A
Data Processing Addendum Pursuant to California Consumer Privacy Act
1. This Data Processing Addendum (“Addendum”) is entered into by and between your business (“Business”) and SourceHOV Tax LLC (“Service Provider”), and by this reference is an exhibit to and made a part of the parties’ Service Agreement (the “Agreement”).
2. If any conflict arises between the provisions of this Addendum and those contained in the Agreement, the provisions of this Addendum shall control.
3. Definitions. The following definitions and rules of interpretation apply to this Addendum:
3.1 “Authorized Persons” means those persons that the Business agrees may Process the Business’ Personal Information from time to time, and Service Provider’s contractors and subcontractors used to perform Services for the Business.
3.2 “CCPA” means the California Consumer Privacy Act of 2018, California Civil Code sections 1798.100 through 1798.199, as amended from time to time, and all related regulations and guidance promulgated by the California Attorney General or any other governmental authority with respect thereto.
3.3 “Contracted Business Purposes” means the performance of services by Service Provider to the Business as described in the Agreement, and included in the definition at Section 1798.140(d) of the CCPA.
3.4 “Personal Information” as used in this Addendum means “personal information” as defined in Section 1798.140 (o) of the CCPA, which the Service Provider has access to, collects, stores, uses, retains, discloses, acquires or otherwise “Processes” (defined below) as part of its performance of services to the Business pursuant to the terms of the Agreement.
3.5 “Process,” “Processes,” or “Processing” means any operation(s) performed on Personal Information as these terms are defined in Section 1798.140 (q) of the CCPA.
3.6 “Sell,” “Selling,” “Sale,” or “Sold,” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a consumer’s Personal Information by the Business to another business or a third party for monetary or other valuable consideration, as set forth in Section 1798.140(t) of the CCPA.
3.7 “Service Provider” means a legal entity as defined in Section 1798.140 (v) of the CCPA, and herein specifically refers to SourceHOV Tax, LLC.
4. Service Provider’s CCPA Obligations.
4.1 Service Provider will only collect, use, retain, or disclose Personal Information for the Contracted Business Purposes. As for disclosures, Service Provider shall only disclose Personal Information to Authorized Persons.
4.2 Service Provider shall not Sell any Personal Information.
4.3 Service Provider will not collect, use, retain, or disclose Personal Information or otherwise make any Personal Information available to any other person (i) for Service Provider’s own commercial purposes; (ii) in violation of the CCPA; (iii) for any purpose other than the performance of the Agreement, outside of the Contracted Business Purposes, or outside of the parties’ direct business relationship; or (iv) in violation of this Addendum.
5. Certification.
5.1 Service Provider hereby certifies that it understands and shall comply with this Addendum’s and the CCPA’s restrictions and prohibitions with respect to Selling Personal Information, and retaining, using, Processing or disclosing Personal Information outside of the provisions of the Agreement and this Addendum, which governs the parties’ direct business relationship.