These SwiftTax Terms of Service (these "Terms"), including any applicable Order(s), constitute a binding agreement between SimonAI, Inc. dba SwiftTax ("SwiftTax"), and Customer (each, a "Party") under which SwiftTax provides Customer access to the Services. Customer accepts and agrees to be bound by these Terms by executing an Order or by using the Services.

1. Definitions.

Unless otherwise defined in these Terms, capitalized terms have the following meaning:

1. "Applicable Laws" means all applicable local, state, provincial, federal, and international laws and regulations.
2. "Authorized User" means any Representative or other person or entity acting on Customer's behalf who is authorized by Customer to use the Services and who has been supplied with access to the Services by or on behalf of Customer.
3. "Content" means any information provided by SwiftTax through the Services, including, for example, tax forms, information about tax laws and regulations, explanations, answers, matrices, rates, rules, fees, ontologies, taxonomies, decision trees, history and changes, tax code mappings, data schemas and reports.
4. "Customer" means the legal entity that executes an Order or uses the Services.
5. "Customer Data" means any information uploaded, provided, or made accessible to the Services or SwiftTax by Customer or Authorized Users (or by SwiftTax on behalf of Customer).
6. "Documentation" means user guides, training manuals, instructions, usage information, and other similar documentation related to the Services, as updated or revised by SwiftTax from time to time, that SwiftTax provides to Customer.
7. "Intellectual Property" means all trade secrets, inventions, patents and patent applications, trademarks and service marks (whether registered or unregistered and including any goodwill acquired in such marks), trade names, trade dress, copyrights, moral rights, rights in inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
8. "Order" means a document, including, without limitation, online or electronic documents and online ordering processes, entered into by the Parties detailing the Services to be provided by SwiftTax to Customer which references these Terms.
9. "Personal Information" means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information or similar term under Applicable Laws.
10. "Representative" means a director, officer, employee, consultant, advisor, representative, or agent of the subject Party.
11. "Service(s)" means the SwiftTax service offering(s) specified in the applicable Order.
12. "SwiftTax Technology" means the technology and Intellectual Property used in providing the products and services offered by SwiftTax, including computer software programs, websites, networks, and equipment. SwiftTax Technology does not include Third-Party Applications.
13. "Third-Party Applications" means computer software programs and other technology that are provided or made available to Customer by third parties.

2. Services.

1. Use of the Services. Subject to Customer's compliance with these Terms, SwiftTax grants Customer a nonexclusive, nontransferable right for Customer and its Authorized Users to access and use the Services during the Term, solely for Customer's internal business operations. SwiftTax reserves all other rights.
2. SwiftTax Subcontractors. SwiftTax may use subcontractors to facilitate its obligations under these Terms, and SwiftTax shall be responsible for the acts and omissions of such subcontractors relating to these Terms as though they were those of SwiftTax.
3. Customer's Responsibilities. Customer (i) shall ensure the accuracy and completeness of Customer's initial and ongoing configuration and setup of the Services; (ii) shall ensure that the Services are compatible with Customer's business and systems requirements; (iii) shall ensure the accuracy, quality, legality, completeness, and integrity of the Customer Data provided by or on behalf of Customer and the means by which Customer acquired it; (iv) shall ensure the information Customer provides in connection with the Services, such as billing information and purchase orders, is current, accurate, and complete; and (v) is responsible for the provision, maintenance, and use of Customer's hardware, network, internet connectivity, and software. Customer shall comply with all Documentation, and with all Applicable Laws. Customer shall ensure that the Authorized Users and Representatives of Customer comply with all of Customer's obligations under these Terms, and Customer shall be responsible for their acts and omissions relating to these Terms as though they were those of Customer.
4. Customer's Account. SwiftTax shall enable an account for Customer to access the Services ("Account"). Customer shall designate a specific person or persons authorized by Customer to manage and support the Account, including the creation of usernames and passwords for Authorized Users. Customer is solely responsible for maintaining the status of its Authorized Users. Customer and its Authorized Users shall maintain the confidentiality of all usernames, passwords, access, and Account information under their control. Except to the extent caused by a breach of these Terms by SwiftTax, SwiftTax is not responsible for unauthorized access to the Account. Customer shall contact SwiftTax promptly if (i) Customer reasonably believes that the Account has been compromised, including any loss, theft, or unauthorized access, use, or disclosure of Account information or (ii) Customer becomes aware of any other breach of security in relation to Customer's Account information or the Services that may have occurred or is reasonably likely to occur.
5. Electronic Return Filing. By using the Services to prepare and submit Customer's tax return(s), Customer consents to the disclosure to designated state and federal agencies of all information relating to Customer's use of the Services. Customer is responsible for providing SwiftTax any necessary transaction data by the fifth (5th) of every month for the previous month's transaction data. Customer is responsible for maintaining sufficient funds to make timely payment of its sales tax obligation. Customer consents to and hereby instructs SwiftTax to withdraw applicable remittance amounts designated by Customer through the Services from Customer's payment method designated in the Services. SwiftTax is not responsible for Customer's filing of its sales tax return or remittance of amount owed. Customer is responsible for verifying the status of its tax return application to confirm that it has been received and accepted by the appropriate state agency and, if necessary, for filing it manually. Customer agrees to review and approve its tax return for errors before electronically filing or mailing it.
6. Tax Professionals. If Customer is a tax professional using the Services on behalf of its clients, Customer is responsible for any Accounts related to such use of the Services. Customer agrees that Customer is not a contractor, employee, agent, joint venturer or partner of SwiftTax for any reason, and acts exclusively on its own behalf and for its and its clients' benefit, and not on behalf, or for the benefit, of SwiftTax. SwiftTax does not, and shall not be deemed to, direct or control Customer generally or in its performance under these Terms specifically, including in connection with its provision of accounting services for its clients.
7. Restrictions. Except as expressly set forth in Section 2(f) (Tax Professionals), Customer shall use the Services only as set forth in these Terms and the Documentation, and not for the benefit of any third party. Customer shall not (i) reverse assemble, reverse engineer, decompile, or attempt to derive source code from the Services, Content, or SwiftTax Technology; (ii) reproduce, modify, create, or prepare derivative works of the Services, Content, SwiftTax Technology, or Documentation; (iii) distribute or display the Services, Content, SwiftTax Technology, or Documentation other than to Authorized Users; (iv) share, sell, rent, lease, or otherwise distribute access to the Services or use the Services to operate any timesharing, merchant of record, service bureau, or similar business; (v) alter, destroy, or otherwise remove any proprietary notices within Content, SwiftTax Technology, or Documentation; or (vi) disclose the results of any benchmark tests to any third parties without the prior written consent of SwiftTax.

3. Intellectual Property Rights.

1. SwiftTax Intellectual Property. SwiftTax and its licensors retain and own all right, title, and interest in the Services, Content, SwiftTax Technology, the Documentation, SwiftTax Confidential Information, and all enhancements or improvements to, or derivative works of, the foregoing, including any Intellectual Property rights therein. Nothing in these Terms transfers or conveys to Customer any ownership interest in SwiftTax Intellectual Property. If Customer provides SwiftTax with any suggested improvements to the Services, Customer grants SwiftTax a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of, such suggested improvements.
2. Customer Intellectual Property. Customer retains all ownership rights in Customer Data and Customer Confidential Information, including any Intellectual Property rights therein. Nothing in these Terms transfers or conveys to SwiftTax any ownership interest in or to the Customer Data or Customer Confidential Information, provided that SwiftTax has the right to create Aggregate Data (as defined in Section 4(b) (Aggregate Data)) and owns all right, title, and interest in Aggregate Data both during and after the Term. Customer represents and warrants to SwiftTax that Customer has all rights, consents, and licenses necessary to permit the use of Customer Data in accordance with these Terms.

4. Use of Customer Data and Aggregate Data.

1. Use of Customer Data. SwiftTax may retain, use, and disclose Customer Data solely (i) to provide the Services; (ii) to provide customer support; and (iii) to comply with Applicable Laws. Customer Data and Customer's Confidential Information do not include Personal Information relating to an employee or other authorized Representative of Customer that is collected or received by SwiftTax in connection with the procurement or use of, or payment for, the Services (for example, the names and email addresses of Customer's Account representatives and accounting personnel). Use by SwiftTax of Personal Information of such an employee or other Representative is governed by the SwiftTax Privacy Policy available at https://swifttax.io/privacy-policy, which describes how to manage individual communication preferences. Each Party shall be responsible for informing its own Representatives of the processing of their Personal Information as provided in these Terms.
2. Aggregate Data. SwiftTax may create, generate, and use Aggregate Data for any lawful purpose. "Aggregate Data" means de-identified and anonymized sets of data derived from the data of multiple SwiftTax customers (including Customer Data) for the purpose of expressing that information in summary form. Aggregate Data does not include any Personal Information relating to Customer, Authorized Users, Customer's clients, or other information that could reasonably identify a natural person, Customer, or Customer's clients. SwiftTax will not re-identify and de- anonymize any Aggregate Data.

5. Service Suspension.

1. Service Suspension. SwiftTax may suspend Customer's access to and use of the Services if: (i) Customer's use of the Services causes a material risk caused by Customer or its Authorized Users or Representatives to the security or performance of the Services, or any other SwiftTax customer or business partner; (ii) Customer's use of the Services in violation of these Terms; or (iii) Customer is delinquent in its payment obligations for any undisputed amounts. SwiftTax acknowledges that suspending Customer's right to access or use the Services is a significant action, and therefore SwiftTax shall not exercise this remedy except in good faith. SwiftTax shall not destroy or overwrite any Customer Data during the suspension period.
2. Effect of Suspension. If SwiftTax suspends Customer's ability to access the Services, (i) Customer remains responsible for all fees and charges for suspended Services and for other Services to which Customer continues to have access, if any; and (ii) Customer will not be entitled to any compensation or credits for any period of suspension, unless suspension was due to a SwiftTax error or omission.

6. Term and Termination.

1. Agreement Term. The term of these Terms (the "Term") begins on the Effective Date of the Initial Subscription Term for the Services and ends on the date of termination or expiration of the final Subscription Term.
2. Subscription Terms. Customer may purchase subscriptions to one or more Services during the Term. The effective period of each subscription detailed in an Order is a "Subscription Term." Each Initial Subscription Term begins on an "Effective Date," which is the date the Parties enter into the first Order for the applicable Services.
   1. Initial Subscription Term. Customer's initial Subscription Term for the Services (the "Initial Subscription Term") is one year, which begins on the Effective Date and ends on the first anniversary of the Effective Date.
   2. Automatic Renewal. At the end of the then-current Subscription Term, each subscription to a Service will automatically renew for an additional one-year period (a "Renewal Subscription Term") unless (1) Customer provides written notice of non-renewal to SwiftTax at least 60 days before the expiration date of the then-current Subscription Term, or (2) SwiftTax provides written notice of non-renewal to Customer at least 90 days before such expiration date. Unless another payment method has been specified, SwiftTax will charge Customer's payment information on file for the Service fees for the Renewal Subscription Term.
3. Termination for Breach or Cause. Either Party may terminate these Terms or any affected Order by notice to the other Party (i) if the other Party materially breaches its obligations under these Terms and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of written notice of breach; or (ii) upon the other Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing.
4. Consequences of Termination for Breach. If Customer terminates these Terms or any Services as a result of material breach by SwiftTax, then SwiftTax shall refund Customer the pro rata amount of any prepaid Services subscription fees applicable to the unused portion of the Subscription Term of the terminated Services (excluding any activation or other one-time fees); provided, however, that if Customer was unable to use the Services as a result of a material breach by SwiftTax, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Services (or the date of Customer's written notice of breach, if later). If SwiftTax terminates these Terms or any Services due to Customer's material breach, SwiftTax shall not refund any amounts to Customer.
5. General Effects of Termination. Upon any termination of these Terms: (i) all of Customer's rights under these Terms immediately terminate (with the exception of those surviving termination, as described below); (ii) except as set forth in Section 6(d) (Consequences of Termination for Breach), Customer remains liable for all fees, charges, and any other obligations Customer has incurred during the Subscription Term; and (iii) SwiftTax shall destroy or overwrite Customer Data and Customer's Confidential Information as provided in Section 6(g) (Deletion of Data). All provisions that by their nature should survive termination of these Terms will do so (including, by way of example and not limitation, payment obligations, indemnification and defense obligations, and duties of confidentiality).
6. Return of Customer Data. Upon receipt of a request to return Customer Data at any time up to 60 days after termination of these Terms or the applicable Services, SwiftTax shall either, at its option (i) provide Customer with limited access to the Services, at no additional cost and subject to the obligations and restrictions of these Terms, solely for the purpose of retrieving Customer Data; or (ii) provide an export file of Customer Data stored on SwiftTax systems in a commonly used format reasonably determined by SwiftTax and subject to its standard fees for such export. SwiftTax may, but has no obligation to, maintain or return Customer Data more than 60 days after termination of these Terms.
7. Deletion of Data.
   1. At Customer's Request. Upon Customer's request at any time during the Subscription Term or up to 60 days after termination of the Subscription Term, SwiftTax shall promptly destroy or overwrite Customer Data for such Services or Customer's Confidential Information, other than Customer Data or Customer Confidential Information contained in automatic computer backups or historical archives or that must be retained to fulfill obligations under these Terms for regulatory, legal, or audit purposes, or for compliance with SwiftTax data retention policies.
   2. Upon Termination. If Customer does not request deletion of its Customer Data or Customer's Confidential Information, SwiftTax will destroy or overwrite such data and information in accordance with SwiftTax document retention policies and standard backup and archival procedures, after the data or information is no longer reasonably necessary to fulfill obligations under these Terms or for SwiftTax regulatory, legal, or audit compliance.

7. Fees and Taxes.

1. Fees. Customer shall pay all fees specified in each Order. Customer will be invoiced based on the Order, including, if applicable, for usage-based fees. Except as otherwise specified in these Terms: (i) amounts are quoted and payable in USD; and (ii) payment obligations are non-cancelable and non-refundable. Unless otherwise agreed in writing, SwiftTax will automatically charge Customer's payment information on file for any renewals, upgrades, overage fees (if applicable), and additional Services purchased.
2. Upgrades and Overages. If Customer's Services fees include a usage tier, Customers may choose one of two options if Customer exceeds the usage tier for the applicable Service set forth in the Order: either payment of an overage charge or upgrade to the next subscription tier. At any time prior to exceeding the applicable usage tier, Customer may change the selected option. Overage fees for the Initial Subscription Term will be charged at the rate specified in the Order, and in any Renewal Subscription Term, the then-current overage rates of SwiftTax will apply.
3. Taxes. Customer is responsible for any applicable sales, use, excise, value-added, or similar taxes, levies, or duties payable with respect to Customer's order of Services assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in any Order, all fees, rates, and estimates exclude such taxes, levies, and duties. SwiftTax is responsible only for taxes based upon its net income, assets, payroll, property, and employees.
4. Annual Increases. Unless otherwise agreed in writing, SwiftTax may increase Service fees for each Renewal Subscription Term. In order for price increases to be effective, SwiftTax must notify Customer at least 30 days prior to the Renewal Subscription Term. Such notice may be in the form of an invoice or any other form of notice used by SwiftTax to communicate with Customer. If Customer objects to the increase, Customer may elect to not renew its order of Services. Customer acknowledges that the following do not constitute fee increases: (i) additional fees for any upgrade or any additional Service that Customer orders; (ii) overage fees for usage in excess of Customer's usage tier; and (iii) expiration of any discount or incentive programs to which Customer was previously entitled.

8. Confidential Information.

1. Confidential Information. "Confidential Information" means information designated by a Party as confidential, or given the circumstances, would reasonably be understood by the Recipient to be confidential, and that is disclosed by a Party or its Representatives (the "Discloser") to the other Party or its Representatives (the "Recipient"), regardless of the form of disclosure. Confidential Information includes, with respect to SwiftTax, the SwiftTax Technology and non-public Documentation, and with respect to Customer, all Customer Data, and with respect to both the Discloser and Recipient, the non-public terms of these Terms and all non-public information relating to business plans, customers and customer lists, data, designs (whether actual, contemplated, experimental, or planned), financial information, forecasts, Inventions, know-how, methods, market analysis, pricing, products (whether actual, contemplated, experimental, or planned), prerelease offerings, research and development, security policies and processes, source and object code, and strategies of the Discloser.
2. Exclusions. Confidential Information does not include information that the Recipient can establish: (i) is or becomes generally known to the public without the Recipient's breach of any obligation owed to the Discloser; (ii) has been rightfully received by the Recipient from a third party without confidentiality restrictions; (iii) is known to the Recipient without any restriction as to use or disclosure prior to first receipt by the Recipient from the Discloser; or (iv) has been independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.
3. Disclosures Required by Law. If any Applicable Laws or judicial or administrative order requires the Recipient to disclose any of the Discloser's Confidential Information, the Recipient shall (if legally permitted) promptly notify the Discloser in writing prior to making any such disclosure, in order to facilitate the Discloser's efforts to protect its Confidential Information.
4. Restrictions on Use and Disclosure. The Recipient shall use Confidential Information of the Discloser solely to fulfill its obligations under these Terms, to comply with Applicable Laws, to discuss potential business opportunities between the Parties, or as otherwise permitted under these Terms. The Recipient shall protect Confidential Information of the Discloser from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature and shall not reverse engineer, decompile, or disassemble any such Confidential Information. All rights and obligations regarding Confidential Information (including Customer Data) will survive and remain subject to the confidentiality provisions of these Terms for as long as the Confidential Information is retained or until it no longer meets the definition of Confidential Information.
5. Return of Confidential Information. SwiftTax shall destroy, overwrite, or return Customer's Confidential Information as provided in Section 6(f) (Return of Customer Data) or Section 6(g) (Deletion of Data), as applicable.

9. Warranties.

1. Mutual Warranties. Each Party represents and warrants to the other Party that (i) it has the authority to enter into and perform its obligations under these Terms; (ii) these Terms does not conflict with any other agreement entered into by it; and (iii) it does not conduct business for any unlawful purpose.
2. Disclaimer of Implied Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.
3. No Tax Advice. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES MERELY INVOLVE THE FILING OF SALES TAX RETURNS AND RELATED SERVICES BASED SOLELY ON INFORMATION PROVIDED BY CUSTOMER. SWIFTTAX AND ITS REPRESENTATIVES ARE NOT ACCOUNTANTS OR TAX ADVISORS AND ARE NOT PROVIDING ANY TAX ADVICE OR GUIDANCE.

10. Indemnification.

1. Indemnification by SwiftTax. SwiftTax shall indemnify and defend Customer and Customer's directors, officers, and employees, against any Losses incurred as a result of a third-party demand, claim, or action that the use of the Services in accordance with these Terms infringes an Intellectual Property right of such third party (an "Infringement"). "Loss" means any liability, loss, settlement payment (including any settlement the Indemnitee agrees to pay, as long as it is in a written settlement approved by the Indemnitor in writing), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys' and other professionals' fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges. If the Services are subject to a claim of Infringement and as a result, Customer's use of the Services are enjoined, then SwiftTax shall, at no cost to Customer, procure for Customer the right to continue using the Service or replace it with non-infringing or modified Services of materially equivalent functionality. If none of the above options are available on terms that are commercially reasonable for SwiftTax, then SwiftTax may terminate Customer's right to access and use the Services that require the infringing Services, in which case SwiftTax shall refund Customer the pro rata amount of any prepaid Services subscription fees applicable to the unused portion of the Subscription Term for the terminated Services (excluding any activation or other one-time fees). SwiftTax has no obligation with respect to any actual or alleged Infringement to the extent that the Infringement is caused or alleged to be caused by (1) Customer Data; (2) use or modification of the Services other than by SwiftTax or other than as specified in the Documentation or these Terms; or (3) combination of the Services with any products, software, services, data, or other materials not provided by SwiftTax or approved by SwiftTax in writing, if the Infringement would not have occurred but for such combination.
2. Indemnification by Customer. Customer shall indemnify and defend SwiftTax and its directors, officers, and employees against Losses incurred as a result of (1) a third-party demand, claim, or action that Customer Data infringes the Intellectual Property rights of a third party; (2) Customer's breach of its obligations under these Terms; (3) Customer's negligence or more culpable conduct; or (4) Customer's provision of accounting or related professional services in connection with the Services subject to Section 2(f) (Tax Professionals).
3. Process. The obligations of a Party ("Indemnitor") to defend or indemnify the other ("Indemnitee") under this Section 10 (Indemnification) are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing of any claim or action within the scope of the Indemnitor's defense or indemnity obligations set forth in these Terms, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice; (ii) the Indemnitor must be given exclusive control of the defense of such claim and all negotiations relating to its settlement, except that the Indemnitor may not, without Indemnitee's approval, (A) make any admissions on the Indemnitee's behalf or (B) settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability; and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim, at the Indemnitor's expense. The Indemnitee may participate in the defense of the claim at its sole cost and expense.
4. Exclusive Remedy. This Section 10 (Indemnification) states the Indemnitor's sole liability and the Indemnitee's exclusive remedy with respect to Infringement and any other type of third-party claim or action described in this Section. This Section does not apply to any direct claims between the Parties. For the sake of clarity, this Section does not cover any claims from a tax authority based on any error in availability, accuracy, or timeliness of any Services, including, for example, any tax calculation or determination, tax return, filing, or compliance document.

11. Exclusion of Certain Claims; Limitation of Liability.

1. Exclusion of Certain Claims. EXCEPT FOR A PARTY'S OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY FOR COST OF COVER OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR LOST PROFITS DAMAGES OF ANY KIND, WHETHER FORESEEABLE OR UNFORESEEABLE, INCLUDING DAMAGES FOR LOSS OF DATA, GOODWILL OR INVESTMENTS, USE OF MONEY OR FACILITIES, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK, OR IMPAIRMENT OF OTHER ASSETS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES ARE REASONABLY FORESEEABLE.
2. Limitation of Liability. EXCEPT FOR A PARTY'S OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION), IN NO EVENT SHALL A PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SWIFTTAX UNDER THESE TERMS IN THE 12- MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
3. General. These exclusions and limitations apply even if the remedies are insufficient to cover all of the losses or damages of such Party, or, in the case of Customer, Authorized Users. Without these limitations, the fees for the Service(s) would be significantly higher. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply, and the Parties may have additional rights.

12. Miscellaneous.

1. Relationship of the Parties; No Professional Tax Opinions or Legal Advice.These Terms does not create a partnership, joint venture, agency, or fiduciary relationship between the Parties. SwiftTax business partners are independent of SwiftTax and are not its agents. Customer acknowledges and agrees that SwiftTax does not provide legal advice, including legal or professional tax opinions or management advice. Customer is responsible for its own tax policies and tax reporting positions taken. Customer is responsible for conducting its own due diligence and seeking the assistance of a qualified legal, tax, or accounting professional.
2. Third-Party Applications. SwiftTax is not responsible for and does not in any way endorse any Third-Party Applications or websites linked to by the SwiftTax website or the Services. Customer is responsible for configuring integrations between the Services and Third-Party Applications. Customer acknowledges that if an integration with a Third-Party Application is not functional, the Services may lose some features and functionality. Customer is responsible for establishing its accounts with the providers of Third-Party Applications and paying for Third-Party Applications. SwiftTax cannot guarantee access to Third-Party Applications. If an integration with a Third-Party Application is not functional, Customer is responsible for providing all data to SwiftTax that is necessary to provide the Services.
3. Publicity. Neither Party shall issue any public statement regarding these Terms without the other Party's prior written consent. Unless a Party has specifically notified the other Party to the contrary in writing, either Party may use the name or logo of the other Party to identify such other party as a customer or vendor (as the case may be) in accordance with that Party's provided marketing guidelines.
4. Other Technology or Services; No Audit Support. Customer acknowledges and agrees that Customer has not relied on any future availability of any service offerings, technology, or additional, enhanced or updated features or functionality, and that the Services do not include any audit support, however, if Customer is contacted by any taxing authority related to payments made by Customer arising under this Agreement, Customer shall sign a power of attorney in order to allow SwiftTax to assist.
5. Governing Law; Jurisdiction and Venue. These Terms and all matters in connection with these Terms will be governed by laws of the state of Colorado, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. For any claims or causes of action arising out of these Terms, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in Denver County, Colorado.
6. Equitable Relief. Each Party acknowledges that damages may be an inadequate remedy if it or its Representatives (or, in the case of Customer, Authorized Users) violates the obligations under these Terms, and each Party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
7. Force Majeure. Neither Party shall be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war. A Party seeking relief from performance under this Section 12(g) (Force Majeure) must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, either Party may, in its discretion, terminate the affected Service.
8. Notices. SwiftTax shall communicate announcements of general interest by email or by posting on its website or on Customer's console. SwiftTax shall provide Customer with legal notices in writing by email, mail, or courier to the address provided by Customer. Customer shall immediately notify SwiftTax if Customer's address for notice changes. Except as otherwise specified in these Terms, all notices to SwiftTax must be in writing and sent to info@swifttax.io.
9. Successors and Assigns. Either Party may assign these Terms without the other Party's consent to an entity that acquires all or substantially all of the assets of that Party, provided that (i) the assigning Party must provide notice to the other Party of the assignment, (ii) the assignee must agree in writing to be bound by these Terms, and (iii) the non-assigning Party may prohibit assignment to a competitor of the non- assigning Party or to an entity operating a business in violation of Applicable Laws. Except as provided above, neither Party may assign its rights or obligations under these Terms without the other Party's prior written consent, such consent not to be unreasonably withheld or delayed, and any attempt to so assign these Terms will be null and void. These Terms will bind and inure to the benefit of each Party's permitted successors and assigns.
10. Severability. If any provision of these Terms is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of these Terms will remain in full force and effect.
11. Waiver. No waiver of any provision of these Terms, nor any consent by a Party to the breach of or departure from any provision of these Terms, will in any event be binding on or effective against such Party unless it is in writing and signed by such Party, and then the waiver or consent will be effective only in the specific instance and for the purpose for which given.
12. No Third-Party Beneficiaries. These Terms does not and is not intended to confer any rights or remedies to any third party, including clients of Customer.
13. Entire Agreement. These Terms, including any Order(s), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto. These Terms may not be modified or amended except by a written instrument executed by both Parties. Customer's standard terms of purchase or vendor management terms (including purchase order terms or click- through terms), if any, are inapplicable.
14. Order of Precedence. If there is any conflict, then the following order of precedence applies: (i) any written addendum to these Terms between the Parties, (ii) the applicable Order, and (iii) these Terms.