Terms and Conditions
This Terms and Conditions Agreement (“Agreement”) is entered into between:
R&D AI, LLC, a limited liability company, together with its affiliates, licensors, and service providers (collectively, the “Company”),
and
the individual or entity accessing or using the Platform or Services (“Customer”).
BY ACCESSING, REGISTERING FOR, OR USING THE PLATFORM OR SERVICES, CUSTOMER REPRESENTS THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT.
Master Terms and Conditions
1. SUBSCRIPTION RIGHTS AND OBLIGATIONS
1.1. Subscription Rights; Company Obligations. Subject to the terms and conditions of this Agreement, R&D AI, LLC will provide the Customer and its Users with access to the Platform and related Services on a non-exclusive, non-transferable basis during the Subscription Term, as defined below. The Company will also:
a) Host and maintain the Platform;
b) Provide access codes, passwords, or relevant procedures for access to the Platform;
c) Make available certain upgrades or error corrections, as applicable.
1.2. Customer Responsibilities. The Customer agrees to:
a) Use the Services and Platform according to the terms of this Agreement;
b) Ensure the accuracy and legality of Customer Data;
c) Use commercially reasonable efforts to prevent unauthorized access to the Platform and notify the Company promptly of any such unauthorized access;
d) Use the Platform and Services only in accordance with applicable laws and regulations.
e) Be fully responsible for all acts and omissions of its Users and Customer Clients, including any access to or use of the Platform and Services by such parties, and ensure that all such use complies with this Agreement.
1.3. Restrictions. The Customer will not (and will not permit any User or third party to):
a) Make the Services or Platform available to any third party other than Users;
b) Reverse-engineer or modify the Platform;
c) Use the Platform for illegal or unauthorized purposes.
1.4. Miscellaneous. Certain items of software code provided with, or needed to access or use the Platform, may be subject to open source or free software licenses.
1.5 Suspension. The Company may suspend or restrict Customer's or any User's access to the Platform or Services, in whole or in part, at any time and without liability, if the Company reasonably believes that: (a) Customer or any User or Customer Client has violated this Agreement; (b) such access or use poses a security risk to the Platform, Services, or any third party; (c) suspension is necessary to comply with applicable laws or regulations; or (d) Customer Data or use of the Services may subject the Company or its licensors to liability. The Company will use commercially reasonable efforts to provide notice of any suspension, where practicable.
2. CUSTOMER DATA
2.1. General. The Customer may provide or make available certain data, content, or materials ("Customer Data") for processing or storage. The Company will only use Customer Data for providing the Services or as authorized by this Agreement. Customer grants Company a non-exclusive, worldwide, royalty-free license to host, use, process, transmit, and display Customer Data as necessary to provide and improve the Services. Company may use aggregated and de-identified data to improve its products and services.
2.2. Data Safeguards. The Company will maintain reasonable safeguards to protect Customer Data.
2.3. Cloud Processing. The Company may use third-party cloud providers, such as Amazon Web Services, to process Customer Data.
2.4 Data Retention and Deletion. Customer Data will be retained for the duration of the Subscription Term and will be deleted or de-identified in accordance with Section 7.2 following termination or expiration of this Agreement.
3. PAYMENTS
For this service, there are currently no fees. The Company will provide a FICA Tip Tax Credit assessment/study and proposal, but no fees will be charged at this time. The Company reserves the right to modify its pricing or billing in the future, but any changes will require an updated Agreement, which the Customer must accept digitally.
4. WARRANTIES AND DISCLAIMERS
4.1. General Warranties. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. The Company warrants that the Services will be provided in a competent and professional manner.
4.2. Disclaimer. The Services are provided for informational purposes only and are not to be construed as tax or legal advice. The Company does not guarantee that the results generated by the Platform will be error-free. Customer acknowledges that it is solely responsible for all tax positions, filings, and decisions and must independently verify all outputs before reliance.
5. INDEMNITY AND LIMITATION OF LIABILITY
Customer will indemnify, defend, and hold harmless the Company and its licensors, affiliates, and service providers, and their respective officers, directors, employees, and agents, from and against any and all claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Customer Data; (ii) Customer's use of the Services or Platform; (iii) any acts or omissions of its Users or Customer Clients; (iv) Customer's breach of this Agreement; or (v) Customer's violation of applicable laws or infringement or misappropriation of any third-party rights.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, INCLUDING (WITH RESPECT TO THE COMPANY) ITS LICENSORS, AFFILIATES, AND SERVICE PROVIDERS, SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES OR PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO THE COMPANY WITHIN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
6. CONFIDENTIALITY
Each Party agrees to maintain the confidentiality of Confidential Information disclosed by the other Party and to use such Confidential Information solely for purposes of performing under this Agreement. The receiving Party will not disclose Confidential Information to any third party except to its employees, contractors, or service providers who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.
These obligations will not apply to information that is or becomes publicly available through no fault of the receiving Party, was rightfully known prior to disclosure, or is independently developed without use of the disclosing Party's Confidential Information.
The obligations in this Section will survive termination of this Agreement.
7. TERMINATION
7.1. General. Either Party may terminate this Agreement at any time with thirty (30) days' notice. Upon termination, Customer will no longer have access to the Platform.
7.2. Post-Termination. Upon termination, Customer will discontinue use of the Platform. Subject to applicable law and the Company's internal data retention policies, the Company will delete or de-identify Customer Data within thirty (30) days following termination, unless retention is required for legal, regulatory, security, or operational purposes. Notwithstanding the foregoing, Customer Data may be retained in backup or archival systems for a reasonable period of time and will remain subject to the confidentiality obligations set forth herein.
8. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement will be governed by the laws of Puerto Rico. Any disputes arising out of this Agreement will be settled through binding and confidential arbitration in Dorado, Puerto Rico.
9. FORCE MAJEURE. Company shall not be liable for delays or failures due to events beyond its reasonable control.
10. THIRD PARTY BENEFICIARIES.The Company's licensors and affiliates are intended third-party beneficiaries of this Agreement and shall have the right to enforce its terms to the extent applicable to the Proprietary Items.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, written or verbal. This Agreement may only be modified by a new, digitally accepted agreement.
Schedule A
Certain Defined Terms
“Ancillary Services” means services designated as such in an Order. Ancillary Services may include training, data conversion, integration, implementation, customizations, and/or enhancement services for the Platform. Ancillary Services do not include the Platform related Services.
“Confidential Information”means all confidential or proprietary information disclosed by one Party to the other in connection with this Agreement, unless it is or later becomes publicly available through no fault of the other Party or it was or later is rightfully developed or obtained by the other Party from independent sources free from any duty of confidentiality. Without limiting the generality of the foregoing, Confidential Information will include: (a) Customer and Customer Client data, content and non-public information, documentation, and materials, which may be disclosed or made available from any source or in any form relating to the Customer's or Customer's Client's business, financial information, employees, programs, documentation, techniques, trade secrets, and systems, and (b) R&D AI's Proprietary Items. Confidential Information will include the terms and pricing in this Agreement, but not the fact that this Agreement has been signed, the identity of the Parties or the identity of the services or products.
“Customer Client”means a client of Customer that (a) has engaged Customer to provide certain tax or accounting service, (b) Customer believes, in Customer's professional judgement, would benefit from R&D AI Services to help facilitate Customer Services, and (c) benefits, directly or indirectly, from the Services or any information or reports generated by the Services.
“Customer Scope of Services”mean the services and duties that a Customer Client has engaged Customer to provide, directly or indirectly, but excluding the Services provided by R&D AI under this Agreement.
“Documentation”means R&D AI's standard documents and policies relating to the Services and Platform, including on-line help, as updated and amended from time to time.
“Order”means R&D AI's standard order form executed by both Parties, substantially in the applicable form attached to this Agreement, or an order in another form that is executed by both Parties and references this Agreement. Schedule B sets forth an initial form.
“Platform”means R&D AI's proprietary application software, web-site, solution, hardware, and/or technology infrastructure supporting the Services and all related R&D AI content, reports, outputs, or information.
“Proprietary Items” means, collectively, the Services, Platform, and Documentation, and all intellectual property rights therein, whether owned by the Company or its licensors, including without limitation:
(a) the visual expressions, screen formats, report formats, and other design features or technologies of the Services and Platform;
(b) all ideas, methods, algorithms, formulae, models, and concepts used in developing, underlying, or incorporated into the Services, Platform, or Documentation;
(c) all future modifications, revisions, updates, refinements, improvements, and enhancements of the Services, Platform, or Documentation;
(d) all derivative works (as such term is used in U.S. copyright law) based upon any of the foregoing;
(e) all deliverables and work product arising from the Ancillary Services; and
(f) all copies of any of the foregoing.
“Services” or “SaaS Services” means the services that are ordered under a subscription Order, including access and use rights to the applicable Platform in accordance with the Documentation and this Agreement. Services (including Ancillary Services) do not include services requiring any license or accreditation by a tax, accounting, or similar organization or entity under any applicable law or regulation.
“Subscription Term”means the duration of Customer's right to receive, access, and use the Services and Platform, as set forth on an Order (the “Initial Subscription Term”) and any subsequent Renewal Subscription Terms. In the event that such duration is not specified on the applicable Order, the Subscription Term will be twelve (12) months. The Subscription Term will automatically renew for a term that is equal to twelve (12) months, unless one Party provides the other Party at least thirty (30) days written notice of its intent to not renew the Subscription Term (a “Renewal Subscription Term”).
“User” means a specific and unique individual employee, agent or contractor of Customer (or a Customer Client) with access to use of the Services for the benefit of Customer or Customer Clients.