This agreement (“Agreement”) is made between STFS, INC (“Phoenix Tax”) and the electronic return originator using Electronic Filing Identification Number (“EFIN”) entered on the order form (hereafter referred to as the “ERO”). The parties agree to the following:
1. TERM – This Agreement shall become effective on the last date agreed to by the parties as noted on the attached form (“Service Agreement”) and shall remain in effect until October 31st, 2021 (the “Term”).
2. SERVICES – Phoenix Tax will provide ERO with the following: (a) the software requested by ERO on the Service Agreement, (b) transmission and processing services needed to electronically file through Phoenix Tax, and (c) general support for the duration of the Term. ERO acknowledges that Bank Products are offered by participating financial institutions (the “Banks”) pursuant to agreements between Phoenix Tax, Software Developers and the Banks. A breach of this Section will cause ERO Software and Services to be discontinued immediately. ERO holds all parties harmless for the discontinuation of Software and Services for all damages.
3. FEES – ERO agrees to pay Phoenix Tax the annual product fee set forth on the Service Agreement. Fees include Transmission Fee*, Bank Product Fee, Bank Fee, and Technology Fee**. Transmission Fees*, Bank Fees and Technology Fees** are established at the sole discretion of the Banks and/or Software Developers and may be fixed at some point after the execution of this Agreement. Phoenix Tax reserves the right to adjust the quoted fees, at any time between execution and delivery of software, to reflect such changes. ERO agrees that fees are quoted based the ERO’s production reports presented at the time of this Agreement and will be reviewed throughout the Term. Material differences in projected production and actual production could subject the ERO to additional fees. Any outstanding fees due from ERO may, at Phoenix Tax’s discretion, be invoiced to ERO. All invoices are due on receipt. Invoices not paid in six (6) days of receipt are considered overdue and will result in immediate suspension of services. ERO agrees to pay interest at the rate of 6% per seven (7) days on outstanding balances. Please
4. FINANCIAL INSTITUTION – ERO Agrees to use the Integrated Banking Partners ( EPS Financial) for all returns processed with the Software are accompanied by a bank product. A breach of this Section will cause ERO Software and Services to be discontinued immediately. ERO holds all parties harmless for the discontinuation of Software and Services for all damages.
5. OWNERSHIP, CONFIDENTIALITY AND NON-DISCLOSURE – ERO acknowledges that the Phoenix Tax services are the exclusive and confidential property of Phoenix Tax or the Licensors from whom Phoenix Tax secures such products or services. ERO shall have a personal nonexclusive, non-transferable license to use the Software for ERO’s business. ERO shall treat as confidential and not disclose any of the Phoenix Tax processes, client lists, proprietary data, information or documentation related thereto, or any pricing on product information furnished by Phoenix Tax.
6. REFUND POLICY – Phoenix Tax will provide a full refund for the purchase of tax preparation software, provided that the request is made within fourteen (14) days of the execution of this Agreement. No refund will be provided for software purchased after December 1st, 2019 a refund request will automatically forfeit all rights to receive any and all additional credits, reserve amounts, rebates, or bonuses that would have otherwise been offered by Phoenix Tax. A refund of the purchase of tax preparation software may only be given once in the ERO’s Phoenix Tax account history.
7. ERO REPRESENTATIONS – ERO hereby represents, warrants and agrees that: (a) it possesses, is in compliance with, and shall maintain during the Term, all of the required approvals, licenses, and certifications required by federal, state and local laws and regulations for conducting its business, (b) it will furnish Phoenix Tax with each EFIN it maintains with the IRS prior to the beginning of tax season, and (c) all applications for Bank Products made by the ERO shall be transmitted for processing through Phoenix Tax.
8. INDEMNITY – ERO hereby agrees to indemnify, defend, and hold Phoenix Tax harmless from any and all claims, actions, demands, suits, losses, costs, expenses, and liabilities whatsoever, including reasonable attorney’s fees and expenses of litigation, on account of any such real or claimed damage or liability occasioned in whole or in part by any act or omission of Phoenix Tax, its agents or employees.
9. DEFAULT – ERO will be in default of this Agreement if ERO fails to timely perform any of its obligations under this Agreement. In the event of default, Phoenix Tax may pursue legal or equitable remedy available to Phoenix Tax, including without limit, termination of the Phoenix Tax services, money damages, and injunctive relief. ERO acknowledges that, pursuant to Phoenix Tax’s agreements with its Licensors, Licensors are prohibited from providing products and services to ERO without Phoenix Tax’s consent. As a result, ERO may not secure products or services from Licensors either before or after a default. All rights and remedies of Phoenix Tax shall be cumulative and not exclusive, and such rights and remedies may be exercised and enforced concurrently and whenever and as often as occasion therefore arises. Failure to pursue any remedy shall not result in a waiver of such remedy.
10. MISCELLANEOUS – This Agreement shall be governed by and construed in accordance with the laws of the state of Texas, and venue shall be proper only in Harris County, Texas. The parties hereby expressly waive venue in any other county. This Agreement including the Service Agreement, embodies the entire agreement and supersedes any and all prior negotiations as to the subject matter hereof. No amendment or modification of this Agreement shall be valid unless made in writing and signed by the parties hereto.