TAX SERVICES GROUP - PROADVISOR LICENSE AND SERVICES AGREEMENT

TAX SERVICES GROUP  - PROADVISOR LICENSE AND SERVICES AGREEMENT 

THIS AGREEMENT is made by and between TAX SERVICES GROUP, INC. (hereinafter referred to as “TSG”), and the undersigned individual (hereinafter referred to as the “ProAdvisor”). 

WHEREAS, the ProAdvisor desires to become a member of TSG’s independent sales force (hereinafter referred to as “TAX SERVICES GROUP” and further defined herein) which will be composed of a group of independent contractors (“members”) who enter into agreements with TSG pursuant to which they become authorized to engage in the business of selling products including tax preparation, bookkeeping, payroll, merchant solutions, and all other related business and consultative services, insurance and other financial service Products and Services, as defined herein offered by TSG, through affiliated companies (“TSG Affiliated Companies”). For purposes of this Agreement, any reference hereinafter made to TSG shall be deemed to constitute a reference to all of the TSG Affiliated Companies; and 

WHEREAS, TSG has established a contractual relationship with one or more companies (collectively, the “Product Providers”, or individually, a “Product Provider”) authorizing TSG or the members of TSG to market and sell various Products and Services and to recommend and designate members of TSG for appointment with the Product Providers as independent sales representatives with respect to such various Products and Services; and 

WHEREAS, TSG is continually recruiting new members to TSG and desires to have the ProAdvisor become a member of TSG by entering into a written agreement with the ProAdvisor which establishes and defines the terms and conditions of the ProAdvisor’s membership with TSG; 

NOW, THEREFORE, in consideration of the premises, the mutual promises and covenants in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, and intending to be legally bound hereby, TSG and the ProAdvisor agree as follows: 

RECITALS 

 

Service Bureau provides licenses for tax preparation software, along with accompanying electronic filing, bank product, and other services, and the parties have agreed that Service Bureau will provide a license and certain services to Member in exchange for remuneration. Therefore, in consideration of the mutual covenants, terms, and conditions set forth below, the parties agree as follows. 

1. Grant of Software License 

 

a. Service Bureau will provide to Member a revocable, non-transferable and non-exclusive license to use Service Bureau’s licensed software, provided Member complies with the restrictions set forth in Subsection 2(b) below. This License is conditional on timely payments. 

b. The transfer of the software pursuant to this Agreement is licensed, not sold, and Member receives no title or ownership of the software. Member receives no rights in the software except as specifically granted in this Agreement. Member agrees to not (i) modify, create derivative works from, or sublicense the software, (ii) allow third parties to exploit the 

software, or (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the software’s source code. 

c. The use of the software may require the use of ancillary third party programs. Member’s use of these third-party programs may be governed by terms and conditions of a separate Member agreement. Service Bureau makes no warranties with respect to these programs. 

2. Providing and Usage of Services 

a. Service Bureau will provide to Member electronic filing services, bank product services, and technical support. Other services may also be available. Providing services is conditional on timely payments. 

b. Member agrees to use an Integrated Banking Partner for all returns processed with the Software that are accompanied by a bank product. A breach of this Section will cause Member’s software and services to be discontinued immediately. Member holds all parties harmless for the discontinuation of software and services for all damages if software and services are discontinued under this Section. 

i. “Integrated Banking Partner” refers to a provider of bank products who has (1) Fulfilled all laws, rules and regulations promulgated by federal and state governments and agencies, and (2) Provided approved documents in a timely manner for integration with the software and services to ensure tax preparer’s compliance with all laws, rules, and regulations promulgated by federal and state governments and agencies. 

 

3. Grant of License to Use Client Data 

a. Service Bureau will provide Member an irrevocable, worldwide, temporary, nonexclusive, and royalty-free license to use, display, duplicate, modify, adapt, reproduce, reformat, and distribute client data in any form as necessary to effectuate the services in this Agreement. 

4. Membership 

a. The ProAdvisor hereby agrees to abide by the terms and conditions as hereinafter set forth in this Agreement. The ProAdvisor understands that TSG has the right to promulgate and publish rules and requirements relative to his/her relationship with TSG. TSG expressly reserves its right to have final approval and control over all contracts, rights, and obligations that relate, in any way, to ProAdvisor’s relationship with TSG. 

b. Member will require to have a current paid membership which is paid for in advance. This Agreement is personal to the member and may not be assigned, transferred or otherwise disposed of by the member. Applicants for membership must be at least 18 years old. Either party may cancel the membership at any time by giving written notice to the other party. 

c. Billing will be processed on the week of the 1st or the 15th depending on when ProAdvisor is enrolled. All enrollments prior to the 15th of the month will be billed during the week of the 1st of the month. Enrollments after the 15th but prior to the 30th will be billed during the week of the 15th of the month. 

 

 

d. A Service Bureau Fee will be paid to TSG for all electronically filed returns $__29.95__. Business returns Filing Fee: $_69.95/business return (1120, 1120’s, 1065, & 990 federal only) 

e. Overdue balances will bear interest at the 

 

maximum rate permitted by the laws of Florida. Suspension of Member’s use of software and services will be at the option of Service Bureau for nonpayment. 

5. Term of Agreement 

a. This Agreement will begin on the date the last party executes the Agreement and will end in the year according to the Auto-Renewal Provision below, 

b. This Agreement will automatically renew for the calendar year on December 31st unless one of the parties submit in writing to the other party a letter of termination or a proposal for a modified agreement. 

c. Notwithstanding any other section in this Agreement, if either party breaches any part of this Agreement, the non-breaching party will give the breaching party ten (10) days written notice to cure the breach. If the breach is not remedied, the non-breaching party has a right to immediately terminate the Agreement. 

d. TSG reserves the right at any time to cancel or suspend the membership of any member in the event of the following: 

i. The member commits a serious breach of this Agreement and/or TSG Rules and Regulations. 

ii. Where any monies are due to TSG by the member remain unpaid for 30 days after its due date for payment. 

iii. The member knowingly provides false details when applying for membership and the false declaration would have reasonably affected TSG’s decision to grant the membership. 

iv. If TSG terminates for any reason, they reserve the right to retain any monies received to cover any reasonable costs they have incurred as a result. 

6. Prohibited Activities 

a. Member agrees that the software and services will not be used to engage in any unlawful or potentially harmful activities, including but not limited to the following: (i) the transmission of information or content infringing upon the rights of a proprietary or intellectual property right of a third party, (ii) the transmission of any files or applications containing any virus or software code designed to interrupt, destroy, or limit functionality of Service Bureau’s systems or any third party’s systems, (iii) the impersonation or misrepresentation of an affiliation with a third party, (iv) the posting of advertising or commercial content, (v) the interference or disruption of the use of the software or services by another authorized user, (vi) the harassment or illegal collection of personal data of users, or (vii) the commission of any fraud, crime, or violate any law, rule or regulation of any government entity. 

b. In the event that Member engages in one of the foregoing activities, or any other unlawful or harmful activity to Service Bureau or a third party, Service Bureau reserves the right to 

 

 

immediately suspend and revoke Member’s access to the software and services without any refund. Member agrees to indemnify and hold harmless Service Bureau and any third parties for any claims arising from a breach of this section. 

c. Member agrees not to use any other tax preparation software to prepare returns or transmit returns to the IRS for the current tax year. 

 

7. Consumer Protection Provisions 

a. Member agrees to be bound by any applicable provisions of Service Bureau’s Privacy Policy concerning the disclosure of Customer Information and any other applicable information as it relates to the software and services. 

b. Member agrees to implement and maintain reasonable security measures to ensure the protection of Customer Information. Member also agrees to immediately notify Service Bureau if Member reasonably believes that a breach of this security system has occurred. Member agrees to indemnify Service Bureau and other third parties for any claims arising as a result of a breach of Member’s security system. 

c. Member agrees that violations of Section 13(b) might cause Service Bureau irreparable injury for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Service Bureau will be entitled to injunctive relief against such breach or threatened breach, without proving actual damages or posting a bond or other security. 

d. Member agrees to hold harmless Service Bureau and other third parties for any claims arising as a result of an interception of Customer Information by a third party while the Customer Information is being sent over interconnected local and wide-area networks. 

e. Service Bureau and Member mutually agree to comply with all applicable federal and state laws concerning the privacy and security of Customer Information. Service Bureau disclaims any liability arising out of Member’s failure to comply with any federal or state law and regulation. 

8. Miscellaneous Provisions 

a. Service Bureau and Member agree that this Agreement is an entire and exclusive agreement between the parties, and it supersedes all previous communications, both oral and written, with respect to the subject matter in this Agreement. This Agreement does not affect the rights and responsibilities of either party for a separate Agreement for a previous term that is still outstanding. 

b. Service Bureau and Member agree that any amendment or waiver of this Agreement must be made in writing and signed by the conceding party. The most recent amendment incorporated into the Agreement will be controlling if the amendment and Agreement or previous amendment are in conflict. Either party’s failure to insist on strict performance of any provision in this Agreement will not be construed as a waiver. 

c. Service Bureau and Member agree that if any provision of this Agreement is determined by a court of competent jurisdiction to be illegal or unenforceable, the provision will be reformed and construed to be a valid, operative and enforceable provision while preserving 

 

 

its original intent. All of the terms in this Agreement are severable, and the invalidity of any part of this Agreement does not render invalid the remainder of the Agreement. 

d. Service Bureau and Member agree that either party may terminate this Agreement upon ten (10) days-notice if there is any change in applicable federal and/or state law, regulation or ruling that makes this Agreement impossible, impractical, or illegal, or otherwise frustrates the purpose of this Agreement, with the exception of changes that mandate electronic filing by federal and/or state governments. This exception is an acknowledgement by both parties that these changes are anticipated. 

e. This Agreement will inure to the benefit of the parties, as well as their affiliates, subsidiaries, and respective successors and assigns. All references to Member in this Agreement include its parent companies, sister companies, and any respective subsidiaries, affiliates, directions, officers, employees, contractors, and agents. 

f. Member may assign its rights under this Agreement to any party without notice to Service Bureau, and Member may delegate its duties under this Agreement upon written approval by Service Bureau. Written approval will only be withheld for just cause. 

9. Notices 

a. All notices concerning this Agreement will be in writing and delivered to the most recent contact information provided by the party receiving notice 

Licenses and Services Agreement Signatures: 

In signing this Agreement, I represent that I am a representative of the party, and authorized to bind and contractually enter into this Agreement.

 

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Convenience fee of 3% will be assessed for payment made via Credit Card  

 

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