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E-signature terms

This Agreement outlines the terms and conditions for using TaxTron Web™ (Pro) e-Signature. By accessing or using TaxTron Web™ (Pro) / e-Signature, including through purchasing the software which may include a start-up e-signature bundle, or completing an online order form for the purchase of additional e-signature bundle(s), you agree to these terms and conditions.

If you do not agree to these terms, you may not use TaxTron Web™(Pro) e-Signature. If you are accepting this Agreement on behalf of a company or other legal entity, you must have the authority to bind the company or the legal entity. If you do not have this authority, you may not use TaxTron Web™(Pro) e-Signature.

Direct competitors of TaxTron may only use TaxTron Web™(Pro) e-Signature with explicit written consent from TaxTron.

TaxTron Web™(Pro) may update the terms of this Agreement to reflect changes in the law or to TaxTron Web™(Pro) Signature terms of use. The updated terms will be posted on the Site. Please check the Site regularly for updates. If you continue to use TaxTron Web™(Pro) e-Signature after the updated terms take effect, you agree to be bound by them. TaxTron Web™(Pro) is not liable for any changes to the terms.

Definitions

“Authorised User” is any individual or agent/employee of the Licensee who has been granted access to TaxTron Web™(Pro).

“Confidential Information” refers to any information or trade secrets that is disclosed by TaxTron or Licensee and is designated as confidential, proprietary, or similar. It also includes information that should reasonably be understood to be confidential given the nature and circumstances of the disclosure.

“Licensee” refers to an individual or a legal entity who has purchased the software license and has agreed to the Terms and Conditions of this Agreement. The term ‘Licensee’ may refer to either an ‘e-Signature Licensee’ or an ‘e-Signature Subscription Licensee’, and these terms may be used interchangeably.

“e-Signature Licensee” refers to an individual or a legal entity who has purchased e-Signature license and has agreed to the terms and conditions of this Agreement.

“e-Signature Subscription License” means the length of time the e-Signature storage license is valid.

“Minimum System Requirements” refers to minimum hardware and software system requirements for the Authorised User (Sender) being Windows 10 and 11.

“Site” refers to www.taxtron.ca (opens in a new tab), www.taxtronweb.ca (opens in a new tab), www.taxtronpro.ca (opens in a new tab), taxtronwebpro.ca (opens in a new tab)

“Software” refers to TaxTron Web™ and TaxTron Web Pro™

“Term of Agreement” means the duration of the enforcement of the terms of this Agreement.

“Term of License” refers to the duration or period of time for which a TaxTron Web™(Pro) e-Signature license is granted.

“TaxTron” refers to the operating name of 1064654 Ontario Limited.

“TaxTron Web™(Pro) e-Signature” refers to the electronic signature utility offered by TaxTron which includes the delivery, acknowledgement of receipt, e-signature confirmation and storage of e-signatures under Term of License.

“Term of License” means the length of time the software license is valid.

Licensee Responsibilities

The use of TaxTron Web™(Pro) e-Signature by the Licensee is subject to the Licensee's acceptance of the following conditions:

  • The Licensee must ensure that all Authorized Users associated with their Account comply with the relevant terms and conditions of this Agreement.
  • TaxTron Web™(Pro) e-Signature is accessed and delivered through the internet. The Licensee is responsible for obtaining the minimum system requirements and a stable internet connection to use TaxTron Web™(Pro) e-Signature. To fully utilize TaxTron Web™(Pro) e-Signature, the Licensee must meet certain minimum hardware and software requirements as specified in the Minimum System Requirements.
  • TaxTron Web™(Pro) e-Signature enables the execution of taxation forms and documents between clients and tax professionals. TaxTron Web™(Pro) e-Signature is not a party to any forms and documents processed through TaxTron Web™(Pro) e-Signature and makes no representations or warranties regarding the completeness, quality, and accuracy of such forms and documents.
  • The Licensee has exclusive control over and responsibility for the content, quality, and accuracy of all taxation forms and documents processed through TaxTron Web™(Pro) e-Signature. All e-Signatures stored by TaxTron Web™(Pro) e-Signature on the System are encrypted, and TaxTron has no control over or access to their contents.
  • TaxTron is not responsible for determining how long e-signatures must be retained and stored under applicable laws and regulations. Additionally, TaxTron is not responsible for or liable to produce any of the Licensee's e-Signatures to third parties.

E-Signature Storage

Completed e-Signatures processed through TaxTron Web™(Pro) e-Signature by a Licensee or e-Signature Storage Licensee are stored and maintained on TaxTron System for the duration of the license. TaxTron reserves the right to purge completed and uncompleted signature requests at its own discretion and without notice upon:

  • Expiration of Term of License, or
  • Expiration of Term of e-Signature Subscription License

It is the responsibility of the Licensee to download, backup and maintain hardcopy and/or softcopy of all e-Signatures processed through TaxTron Web™(Pro) e-Signature in the event of loss of data due to any reason, including but not limited to system failure, accidental deletion, or any other unforeseen circumstances.

Ownership

TaxTron has ownership of various technology and intellectual property rights related to its digital signature. The rights granted to the Licensee under this Agreement are limited to the use of TaxTron Signature for the purposes outlined in this Agreement. No transfer of technology or intellectual property rights from TaxTron to the Licensee, Authorized User, or any third party is made. All ownership and interest in TaxTron’s technology and intellectual property, including patents, copyrights, trade secrets, trademarks, service marks, and moral rights, remain with TaxTron. The Licensee is prohibited from reverse engineering, decompiling, disassembling, or attempting to derive source code or trade secrets from TaxTron Web™(Pro) e-Signature or other TaxTron technologies.

Regarding data and information owned by the Licensee that is processed using TaxTron Web™(Pro) e-Signature, it will remain the property of the Licensee as between the Licensee and TaxTron.

Terms and Termination

This Agreement becomes effective on the date of your acceptance and remains in effect until either your Subscription Plan ends or you stop using TaxTron Web™(Pro) e-Signature, whichever occurs later.

You will be considered in violation of this Agreement if any of the following occur:

  • you do not make timely payments to TaxTron;
  • you or an Authorized User associated with the Account violate any part of this Agreement or violate any policy related to TaxTron Web™(Pro) e-Signature;
  • TaxTron determines, at its’ own sole discretion, that your continued use of TaxTron Web™(Pro) e-Signature could create legal problems for TaxTron or pose a threat to the security of TaxTron Signature or its Licensees.

If you are found to be in violation, we may take action without notifying you, which may include suspending your Account and access to TaxTron Web™(Pro) e-Signature, withholding your refund, and closing your account.

Warranties and Disclaimers

  • Licensee Warranties: Licensee hereby warrant(s) to TaxTron that:
  • Licensee possess(es) all necessary rights and authority to utilize TaxTron Web™(Pro) e-Signature in accordance with this Agreement and to bestow all relevant rights contained herein;
  • the performance of Licensee obligations under this Agreement will not infringe upon, interfere or conflict with, or result in a breach of any other contract, including non-disclosure agreements between Licensee and third parties;
  • Licensee is(are) accountable for all usage of TaxTron Web™(Pro) e-Signature connected with the Account;
  • Licensee is(are) solely responsible for safeguarding the confidentiality of Account names and password(s);
  • Licensee agree(s) to promptly inform TaxTron of any unauthorized usage of Account credentials that comes to Licensee attention;
  • Licensee acknowledge(s) that TaxTron will not be held liable for any losses sustained as a consequence of a third party's usage of Licensee Account, whether such usage is with or without Licensee knowledge and consent;
  • Licensee will employ TaxTron Web™(Pro) e-Signature only for lawful purposes and in compliance with this Agreement.
  • Disclaimer: Except for the representations and warranties expressly provided in this section, taxtron web™ (pro) e-signature and the site are provided “as is,” and taxtron: (A) makes no additional representation or warranty of any kind whether express, implied (either in fact or by operation of law), or statutory, as to any matter whatsoever; (B) expressly disclaims all implied warranties of merchantability, fitness for A particular purpose, quality, accuracy, and title; and (C) does not warrant that taxtron web™ (pro) e-signature or site are or will be error-free, will meet licensee’s requirements, or be timely or secure. Licensee will be solely responsible for any damage resulting from the use of taxtron web™ (pro) e-signature or site. Licensee will not have the right to make or pass on any representation or warranty on behalf of taxtron to any third party. Use of taxtron web™ (pro) e-signature and site are at your sole risk.

Licensee Indemnification Obligations

Licensee will defend, indemnify, and hold Taxtron, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to: (a) use of TaxTron Web™(Pro) e-Signature by Licensee or its Authorized Users; (b) violation of this Agreement by Licensee or its Authorized Users; or (c) the nature and content of all materials, works, data, or statements, submitted by Licensee or its Authorized Users.

Limitations of Liability

  • **Disclaimer of Consequential Damages:**Notwithstanding anything to the contrary contained in this agreement, taxtron will not, under any circumstances, be liable to licensee for any consequential, incidental, special, or exemplary damages arising out of or related to the transactions contemplated under this agreement, including but not limited to lost profits or loss of business, even if apprised of the likelihood of such damages occurring.
  • Cap on Damages: Under no circumstances will taxtron's total liability of all kinds arising out of or related to this agreement or licesee’s use of taxtron web™ (pro) e-signature, regardless of the forum and regardless of whether any action or claim is based on contract, tort (including negligence), or otherwise, exceed the total amount paid by licensee to taxtron under this agreement.

Confidentiality

Confidential Information refers to any information or trade secrets that is disclosed by TaxTron or Licensee and is designated as confidential, proprietary, or similar. It also includes information that should reasonably be understood to be confidential given the nature and circumstances of the disclosure of such Confidential Information. Confidential Information includes the terms and conditions of this Agreement, and the features and functionality of TaxTron Web™(Pro) e-Signature. Confidential Information does not include any information that: (a) was known to Recipient before receiving it from the disclosing party; (b) is independently developed by Recipient without use of or reference to any Confidential Information of the other party; (c) is acquired by Recipient from another source that did not receive it in confidence from the other party to this Agreement; or (d) is or becomes part of the public domain through no fault or action of Recipient.

During and after the Term of License, Recipient will: (a) use the Confidential Information of the other party solely for the purpose for which it is provided; (b) not disclose such Confidential Information to a third-party, except on a need-to-know basis to its attorneys, auditors and consultants who are under confidentiality obligations at least as restrictive as contained herein; and (c) protect such Confidential Information from unauthorized use.

Recipient acknowledges that, as between the parties, all Confidential Information it receives from the disclosing party, including all copies thereof in Recipient’s possession or control, in any media, is proprietary to and exclusively owned by the disclosing party. Nothing in this Agreement grants Recipient any right, title or interest in or to any of the disclosing party’s Confidential Information. Recipient’s incorporation of the disclosing party’s Confidential Information into any of its own materials will not render Confidential Information non-confidential.

General

  • Relationship: At all times, the parties are independent contractors, and are not the agents or representatives of the other. This Agreement is not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce this Agreement. There are no third-party beneficiaries to this Agreement. Licensee must not represent to anyone that Licensee is an agent of TaxTron or is otherwise authorized to bind or commit TaxTron in any way without TaxTron’s prior authorization.
  • Assignability: Licensee may not assign its rights or obligations under this Agreement without TaxTron’s prior written consent. If consent is given, this Agreement will bind Licensee’s successors and assigns. Any attempt by Licensee to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void. TaxTron may freely assign its rights, duties, and obligations under this Agreement.
  • Notices: Except as otherwise permitted by this Agreement, any notice required or permitted to be given in accordance with this Agreement will be effective only if it is in writing and sent using: (a) by certified or registered mail; or (b) insured courier, to the appropriate party at the address set forth in Licensee's registration information for Licensee or on the Site for TaxTron, with a copy, in the case of Taxtron, to legal@taxtron.ca. Either party may change its address for receipt of notice by notice to the other party through a notice provided in accordance with this Section.
  • Force Majeure: Except for any payment obligations, neither party will be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.
  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.
  • Waiver: The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
  • Severability: If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the grant of any license to Licensee under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
  • Entire Agreement: This Agreement is the final and complete expression of the agreement between these parties regarding TaxTron Web™(Pro) e-Signature. This Agreement supersedes all previous oral and written communications regarding these matters. Except as explicitly permitted in this Agreement, no modification or amendment of this Agreement shall be effective unless it is in writing and signed by the party against whom the modification or amendment is being asserted.

For further information please contact TaxTron Support at

Telephone: 416-491-0333, Website: www.taxtron.ca (opens in a new tab)

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