Client Xchange Terms of Service
Last Updated August 30, 2024
Attached:
Professional Terms
& Conditions
Last Updated August 30, 2024
These Professional Terms and Conditions ("Agreement") are
a legally binding between you ("you,” “your,” or "Pro")
and TaxAct, Inc. (“we,” “us,” or "TaxAct"),
with respect to your use of TaxAct Professional Client Xchange ("Services")
to provide services to individual clients ("Clients").
Capitalized terms shall be defined as set forth within this Agreement.
By registering for a Client Exchange account, you agree to these terms and conditions, along with TaxAct’s Privacy Notice , which is incorporated herein by reference. Please note that the use of the Services by your Clients is governed by our Client Xchange Consumer Terms and Conditions . You may not use the Services, or accept this Agreement, if (a) you are not of legal age or are not legally competent to form a binding contract with TaxAct; or (b) you are prohibited by law from providing services to Clients or otherwise using the Services. If you work for an organization you are accepting this Agreement on behalf of that organization.
The effective date of this Agreement (the " Effective Date ") is the date on which you first accept these terms and conditions by accessing the Services. TaxAct may change the Agreement, including increasing Fees and changing the general fee structure or imposing limits on your use of the Services, from time to time in its sole discretion by posting notice of the change on mytaxdocs.com (the “Site”). All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of the revised Agreement means that you accept and agree to the changes. You should review the Site from time to time so you are aware of any changes, as they are binding on you.
1. CREATING YOUR PRO ACCOUNT; USERS: Upon accessing the Services for the first time, you will be asked to create an account ("Pro Account") through the Services where you will create a unique username and password. We may require you to designate at least one user as an administrative user ("Administrator"). Administrators are responsible for payment of all Fees associated with your Pro Account. Administrators also have the ability to add and remove Pros, and Clients and the ability to determine which Pros can access which Client Accounts within the Pro Account. You are responsible for maintaining the confidentiality of your username(s) and password(s). You are solely responsible for all actions that are through the Services using your username(s). Additional rules regarding usernames and passwords may be found in TaxAct’s Professional License Agreement .
2. CLIENT ACCOUNTS AND INVITATIONS: The Services are designed to assist Pros in working with individuals to share documents. Each individual has an account ("Client Account"). By adding an individual to your contact list in the Account Access section of your Profile, you are inviting that person to create a Client Account. The Administrator for your Pro Account is responsible for paying the fees. You agree to indemnify, defend and hold TaxAct harmless from any claims by your Clients.
3. FEES AND PAYMENT: The applicable fees ("Fees") for the Services are as posted on the Site. As described above, you are responsible for paying the fees associated with your Pro Account. Fees must be paid in advance in order to access the Services or your Pro Account.
4. TERM; TERMINATION: Your access to the Services begins on the Effective Date and continues through October 30, of the applicable tax year (the "Term"). TaxAct may at any time terminate your account or your access to one or more Client Accounts in its sole discretion if (a) you have breached any provision of this Agreement (or have acted in a manner that, in TaxAct's reasonable judgment, shows that you do not intend to, or are unable to, comply with this Agreement); (b) TaxAct is required to do so by law; (c) TaxAct determines that continuing the Services imposes excessive risk, cost, time or difficulty; or (d) TaxAct has elected to discontinue the Site or the Services (or any part thereof) for any reason. You may, at any time, remove any Client from your Pro Account by removing them from your contact list in the Account Access section of your Profile.
5. NO RESALE OR COMPETITIVE SERVICES: You shall not license, sell, rent, lease, time-share, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit your access to the Services in any way that would substitute for the direct use of the Service by other Pros and Clients. You shall not access the Services in order to build a competitive service. Except for use incidental to providing services to Clients, you shall not copy, reproduce, distribute, publish, display, post or transmit the contents of the Service in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means.
6. INTELLECTUAL PROPERTY: Subject to the terms and conditions of this Agreement, you hereby grant to TaxAct a non-exclusive, non-sublicenseable, revocable, royalty-free license to use your name, logos and service marks or trademarks (the " Pro Marks ") on the Site. Title to and ownership of the Pro Marks will remain with you. TaxAct retains (and will retain) all right, title and interest in and to the TaxAct marks and intellectual property, and all intellectual property rights related thereto ("TaxAct Property"). You retain all right, title and interest in and to the Pro Marks and all intellectual property rights related thereto. TaxAct does not claim ownership rights in any content uploaded by you. For the sole purpose of enabling TaxAct to display such content on the Site or the Services, you grant TaxAct a non-exclusive, royalty-free license to use, copy, distribute and display such content. All rights not expressly granted hereunder are reserved.
7. PRO RESPONSIBILITES: You are responsible for your conduct when using the Service. You agree to (a) conduct your business and provide services to Clients in a professional manner that is consistent with industry standards; (b) not harass, flame or interfere with any end user's use and enjoyment of the Services; (c) not engage in deceptive, false, misleading, abusive or unethical practices; (d) not represent that you are providing services on behalf of, or affiliated with, or endorsed by, TaxAct; and (e) conduct your business in full compliance with all applicable laws and regulations. You agree not to access or use the Services to transmit (w) any material protected by copyright, trademark, trade secret, patent or other intellectual property right without proper authorization; (x) any computer viruses, worms, or any software intended to damage or alter a computer system or data; (y) any material that is unlawful, harassing, tortious, threatening, harmful, abusive, invasive of another's privacy, vulgar, defamatory, trade libelous, pornographic, obscene, or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (z) any material that violates any law or regulation, including without limitation the laws and regulations governing export control.
8. MESSAGES AND ALERTS: You understand and agree that any messages or alerts provided to you through the Service may be delayed or prevented by a variety of factors. TaxAct does its best to provide messages or alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any message or alert. You also agree that TaxAct shall not be liable for any delays, failure to deliver, or misdirected delivery of any message or alert; for any errors in the content of a message or alert; or for any actions taken or not taken by you, a Client or any third party in reliance on a message or alert.
9. PRIVACY NOTICE: By using the Service, you agree to TaxAct’s Privacy Notice . TaxAct may update its Privacy Notice from time to time and will revise the date at the top of the webpage or in some cases may provide additional notice (such as sending an email notification).
California Consumer Privacy Act / California Privacy Rights Act : To the extent that the California Consumer Privacy Act and California Privacy Rights Act, as amended (Cal. Civ. Code §§ 1798.100 et seq.) (“CCPA”) is applicable to you, the parties agree that TaxAct qualifies as a “Business,” that data is shared with “Service Providers” for a “Business purpose” (as defined under Cal. Civ. Code §§ 1798.140), which is to deliver the Service to you and that such sharing of data is done so in compliance with the CCPA. To the extent that the CCPA is applicable to your taxpayer clients and you qualify as a “Business” under the CCPA, the parties agree that TaxAct is a “Service Provider.” You represent, warrant and covenant that all “Personal Information” (as defined under the CCPA or applicable data privacy laws) of your taxpayer clients provided to TaxAct or otherwise made available to TaxAct through the Service is done so in compliance with applicable laws, and that you have provided all notices and consents, and otherwise has all necessary and appropriate authorization for TaxAct to use such “Personal Information” to provide you the Service in accordance with this Agreement . To learn more about privacy rights available to California consumers, please refer to TaxAct’s Privacy Notice.
Depending on the state in which you or your clients reside, the laws in your state may provide you with additional rights regarding our collection and use of your personal information. Both you and TaxAct will comply with privacy laws of the relevant state or states and will provide each other with commercially reasonably requested assistance to enable the requestor to comply with and fulfill its own obligations thereunder.
10. WARRANTY DISCLAIMER: THE SERVICES ARE INTENDED FOR USE WITH INDIVIDUAL CLIENTS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE SITE AND THE SERVICES ARE PROVIDED "AS IS," AND TAXACT MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE QUALITY, TIMELINESS, AVAILABILITY OR JUDGEMENT OF ANY SERVICES. TAXACT DOES NOT WARRANT THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES.
11. LIMITATION OF LIABILITY: TAXACT WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING TAXES, LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, LOST INCOME OR OTHER ECONOMIC OR INVESTING LOSSES), EVEN IF TAXACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, TAXACT'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU TO TAXACT UNDER THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY IN QUESTION FIRST AROSE.
12. NOTICE: For purposes of this Agreement , any notices may be sent via physical mail to TaxAct, Inc., Attn: Legal Department, 3200 Olympus Blvd, Suite 150, Dallas, TX 75019 with a copy to legalnotices@taxact.com , or via email to professional@taxactservice.com . Notices to you may be sent to the mailing and email address provided during registration, which may be updated by you from time to time.
13. GOVERNING LAW: This Agreement will be governed by the laws of the State of Texas without reference to its choice of law rules.
14. JURISDICTION AND VENUE: You agree that any lawsuits arising from or relating to this Agreement or your use of the Services shall be filed in the state or federal courts in Dallas County, Texas, and that jurisdiction shall be exclusively in Dallas County, Texas and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM COUNTERCLAIM OR ACTION ARISING FROM THIS AGREEMENT
15. ENTIRE AGREEMENT: This Agreement contain the entire agreement between the parties related to the Services, and no statements, communications, promises or inducements made by either party or any agent of either party that are not contained in this Agreement will be valid or binding. The failure of either party to insist upon or enforce strict performance of any provision of this Agreement will not constitute a waiver or relinquishment of such party's right to subsequently enforce such provision or any other provision of this Agreement.
Last Updated: August 30, 2024
These Consumer Terms and Conditions (this "Agreement") is a legally binding agreement between you ("you, " “your,” or "Client") and TaxAct, Inc. (“we,” “us,” "TaxAct"), with respect to your use of the TaxAct Professional Client Xchange ("Services"). Capitalized terms shall be defined as set forth within this Agreement.
By registering for a Client Exchange individual account (" Client Account ") for the Services or accessing the Services, you agree to these terms and conditions and TaxAct’s Privacy Notice , which is incorporated herein by reference. You may not use the Services, or accept this Agreement, if (a) you are not of legal age or are not legally competent to form a binding contract with TaxAct; or (b) you are prohibited by law from receiving or using the Services.
The effective date of this Agreement (the "Effective Date" ) is the date on which you first accept this Agreement by accessing the Services. TaxAct may change this Agreement from time to time, including imposing limits on your access to the Services, at its sole discretion by posting notice of the change on mytaxdocs.com (the “Site”). If you do not agree to any change you may stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of the changes.
1. WORKING WITH FINANCIAL PROFESSIONALS: The Services are designed to allow you to work with your tax professional (“Pro”) by adding, deleting, and editing documents through the Site. By accessing the Services you allow such Pro to access your Client Account. You consent to the sharing by TaxAct of the ability to access and read any information in your Client Account. You agree and acknowledge that TaxAct is not responsible for the acts or omissions of any Pro. If you no longer wish to share information with your Pro, you must delete the information on the Site. Any Pro who accesses the Services is bound by our Client Xchange Professional Terms and Conditions . TaxAct may terminate access to the Services for any Pro who fails to abide by the Client Xchange Professional Terms and Conditions.
2. YOUR RESPONSIBILITIES: You agree not to access or use the Services to transmit (a) any material protected by copyright, trademark, trade secret, patent or other intellectual property right without proper authorization; (b) any computer viruses, worms, or any software intended to damage or alter a computer system or data; (c) any material that is unlawful, harassing, tortious, threatening, harmful, abusive, invasive of another's privacy, vulgar, defamatory, trade libelous, pornographic, obscene, or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (d) any material that violates any law or regulation, including without limitation the laws and regulations governing export control.
3. ALERTS: You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. TaxAct does its best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that TaxAct shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.
4. TERM; TERMINATION: Your access to the Services begins on the Effective Date and continues for as long as your Pro allows you to access the Services (the "Term"). Generally, your access to the Services will end on the extension filing deadline for the given tax year. TaxAct may at any time terminate your Client Account or your access to specific Services in its sole discretion if (a) you have breached any provision of this Agreement (or have acted in a manner that, in TaxAct's reasonable judgment, shows that you do not intend to, or are unable to, comply with this Agreement); (b) TaxAct is required to do so by law; (c) TaxAct determines that continuing the Services imposes excessive risk, cost, time or difficulty; (d) TaxAct has elected to discontinue the Services (or any part thereof) for any reason. TaxAct reserves the right to terminate access to your Client Account by any Pro at any time in its sole discretion if (x) such person has breached any provision of our applicable Terms (or has acted in a manner that, in TaxAct's reasonable judgment, shows that Pro does not intend to, or is unable to, comply with our terms and conditions); (y) TaxAct determines that continued access by such party imposes excessive risk, cost, time or difficulty; or (z) TaxAct is required to do so by law.
5. WARRANTY DISCLAIMER. THE SERVICES ARE INTENDED FOR CONSUMER USE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE SERVICES ARE PROVIDED "AS IS," AND TAXACT MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE QUALITY, TIMELINESS, AVAILABILITY OR JUDGEMENT OF ANY SERVICES. TAXACT DOES NOT WARRANT THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES.
6. LIMITATION OF LIABILITY: TAXACT WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING TAXES, LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, LOST INCOME OR OTHER ECONOMIC OR INVESTING LOSSES), EVEN IF TAXACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, TAXACT'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY YOU TO TAXACT FOR THE SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY IN QUESTION FIRST AROSE.
7. NOTICE: For purposes of this Agreement, any notices may be sent via physical mail to TaxAct, Attn: General Counsel, 3200 Olympus Blvd, Suite 150, Dallas, TX 75019 with a copy to legalnotices@taxact.com, or via email to professional@taxactservice.com . Please identify the Pro through whom you have access to the Services in your notice.
8. Dispute Resolution; Informal Resolution; Class Waiver; Binding Arbitration; Coordinated Disputes & Termination of Rights:
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT LIMITS CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE CLAIM, DISPUTE OR ACTION, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. Other rights that we or you would have in court, such as an appellate review, also may not be available in the arbitration process described within this section.
Informal Resolution.
In the unlikely event that a disagreement arises between you and TaxAct regarding any claim or controversy at law or equity arising out of, relating to, or connected in any way with the Services (collectively, "Dispute"), prior to initiating any legal action, you must first contact us directly by email at legalnotices@taxact.com. You must describe the nature of the Dispute, the basis for your Dispute and the resolution you are seeking.
You agree that the term "Dispute" in this Agreement will have the broadest meaning possible. This Agreement also cover any Dispute between you and any officer, director, board member, agent, employee, affiliate of TaxAct, or third party if TaxAct could be liable, directly or indirectly, for such Dispute.
During the 60 days from the date you first contacted us, you and we agree to engage in good faith efforts to resolve the Dispute and you will not initiate any legal action during this period. You and we agree to toll any statutes of limitations that may apply, along with any filing deadlines during this 60 day time period.
Class Waiver
YOU AND TAXACT AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OUR SERVICES IS PERSONAL TO YOU AND TAXACT AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING, WHETHER WITHIN OR OUTSIDE OF ARBITRATION.
Binding Arbitration
If the Dispute is not resolved within the 60 day informal resolution period (and the parties do not agree to extend the period), you and we agree that the Dispute will be resolved entirely through binding individual arbitration in Dallas County, Texas or the location of the registered user, or as we and you otherwise agree in writing. If the parties have more than one Dispute between them, you and we agree to assert all such Disputes in a single arbitration so they may be resolved at the same time or they will be deemed waived.
We agree to meet and confer to select a neutral arbitrator. If we are unable to agree on an arbitrator, you or we may petition the state or federal court s sitting in Dallas County, Texas to appoint an arbitrator from the arbitrators that you and we propose. Regardless of the arbitrator or arbitration provider selected, the arbitration shall be administered pursuant to JAMS Streamlined Arbitration Rules and procedures or other comparable rules to which you and we agree.
WITH ARBITRATION (i) THERE IS NO JUDGE OR JURY, (ii) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (iii) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
You and TaxAct agree that the terms of this Agreement affect interstate commerce and that the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and TaxAct agree that for any arbitration you initiate, you will pay the filing fee and TaxAct will pay the remaining arbitration provider’s fees and costs. For any arbitration initiated by TaxAct, TaxAct will pay all of the arbitration provider’s fees and costs. You and TaxAct agree that the state or federal courts of the State of Texas and the United States sitting in Dallas County, Texas have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Notwithstanding the forgoing, this Agreement shall not require arbitration of the following Disputes (i) qualifying individual Disputes in small claims court in the county of your or TaxAct’s billing address. and/or (ii) injunctive or other equitable relief in a court of competent jurisdiction in Texas for the alleged unlawful use of intellectual property.
Coordinated Disputes
You and we agree that the following procedures apply for Coordinated Disputes. If twenty-five (25) or more similar Disputes are asserted against TaxAct at or around the same time by the same or coordinated counsel or are otherwise consistent or coordinated (" Coordinated Disputes "), and your Dispute is one such Dispute, you understand and agree that the resolution of your Dispute might be delayed. Further, you agree that TaxAct, in its sole discretion, may elect to opt the Disputes out of arbitration and require the Disputes to proceed in a court of competent jurisdiction in Dallas County, Texas consistent with the remainder of this Agreement, including the class and collective action waiver. Notwithstanding this option available to TaxAct, should the Disputes proceed in arbitration, batching procedures to reduce the costs and gain efficiencies associated with litigating multiple cases shall be implemented. Twenty-six (26) Disputes shall be selected to proceed to individual arbitration proceedings as part of a first batching process, thirteen (13) of which will be selected by the claimants and their coordinated counsel and thirteen (13) of which will be selected by TaxAct. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration provider fees be assessed in connection with those Disputes until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein.
If the parties are unable to resolve the remaining Disputes after the conclusion of the initial twenty-six proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge. If the parties are unable to resolve the remaining Disputes through mediation at this time, then twenty-six (26) Disputes shall be selected to proceed to individual arbitration proceedings as part of a second batching process, thirteen (13) of which will be selected by the claimants and thirteen (13) of which will be selected by TaxAct. (If there are fewer than twenty-six (26) Disputes remaining, all shall proceed.) The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration provider’s fees be assessed in connection with those Disputes until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. In any batching process, a single arbitrator shall preside over each proceeding, and only four proceedings may be assigned to each arbitrator unless the parties agree otherwise. If the parties are unable to resolve the remaining Disputes after the conclusion of the second batch of twenty-six (26) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge. If the parties are unable to resolve the remaining Disputes in mediation at this time, this staged process shall continue with no more than twenty-six (26) Disputes proceeding at any time in a staged order that is selected randomly or by the arbitration provider, until all the Coordinated Disputes, including your Dispute, are adjudicated or otherwise resolved. At any time during these proceedings, we agree to participate in a global mediation session should your counsel request it in an effort to resolve all remaining Disputes.
Any applicable statute of limitations on your Disputes and filing fee deadlines shall be tolled for Coordinated Disputes from the time any Coordinated Dispute is selected for the first set of batching proceedings until the time your Dispute is selected to proceed in arbitration, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this section regarding Coordinated Disputes and, if necessary, to enjoin the filing or prosecution of arbitration demands against TaxAct. Should a court of competent jurisdiction decline to enforce these Coordinated Dispute procedures, you and we agree that your and our counsel shall engage in good faith and with the assistance of a process arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with the selected arbitration provider to address reductions in arbitration fees. If this Section regarding Coordinated Disputes is deemed unenforceable as to a particular claimant or batch, then it shall be severed as to that claimant or batch, and those parties shall arbitrate in individual proceedings in accordance with this Section.
Termination of Rights
ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OUR SERVICES OR CONTENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND TAXACT WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section by sending an email to arbitration@taxact.com . In order to be effective, the opt-out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 9 (Jurisdiction and Venue) below.
9. JURISDICTION AND VENUE: THE VALIDITY AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY TEXAS LAW (WITHOUT REFERENCE TO CHOICE OF LAW PRINCIPLES), AND APPLICABLE FEDERAL LAW. ANY DISPUTE BETWEEN THE PARTIES THAT IS NOT SUBJECT TO ARBITRATION OR CANNOT BE HEARD IN SMALL CLAIMS COURT WILL BE RESOLVED ON AN INDIVIDUAL BASIS EXCLUSIVELY IN THE STATE OR FEDERAL COURTS OF TEXAS AND THE UNITED STATES, RESPECTIVELY, SITTING IN DALLAS COUNTY, TEXAS..
10. ENTIRE AGREEMENT: This Agreement contain the entire agreement between the parties related to the Services, and no statements, communications, promises or inducements made by either party or any agent of either party that are not contained in this Agreement will be valid or binding. The failure of either party to insist upon or enforce strict performance of any provision of this Agreement will not constitute a waiver or relinquishment of such party's right to subsequently enforce such provision or any other provision of this Agreement.