Taiki End User Agreement

This Taiki End User Agreement (the “Agreement”) sets forth the terms and conditions pursuant to which Taiki, Inc. (“Taiki”) will provide you or the entity that you represent (“You”) with an API service (“Taiki Service”) that extracts Your tax forms and related data (“Tax Data”) from Your account (“Accounts”) on the online platforms of payroll providers, financial institutions, marketplaces, and/or other types of financial providers (“Financial Providers”) and sends that Tax Data to third-party service providers ("Service Providers") that need to use that Tax Data to provide services to You (“Service Provider Services”).  Taiki allows You to avoid manual uploads of Your Tax Data to those Service Providers.

To access and use the Taiki Service, You must click “Continue” where indicated in the end user consent process on Taiki’s website or mobile app.  BY CLICKING “CONTINUE”, BY ELECTRONICALLY OR MANUALLY SIGNING THIS AGREEMENT, OR BY OTHERWISE ACCESSING OR USING THE TAIKI SERVICE, YOU SIGNIFY YOUR AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT.  IF YOU DO NOT AGREE TO THESE TERMS, CONDITIONS AND/OR NOTICES, YOU MAY NOT ACCESS OR USE THE TAIKI SERVICE.  By accepting this Agreement, You certify that You have all necessary rights to do so.

Taiki reserves the right to revise any portion of this Agreement in its sole discretion at any time by updating this posting, and Taiki will use reasonable efforts to notify You of the modifications. You may be required to agree to the modified version of this Agreement.  If You disagree with any changes to this Agreement, Your sole remedy is to discontinue Your use of the Taiki Service. Your continued use of the Taiki Service after a change has been posted is deemed Your acceptance of the change.

1. Other Agreements.  This Agreement does not govern the services Taiki provides to Service Providers. Those services are covered by Taiki’s separate Cloud Service Agreement and other terms.  In addition:  (a) Your use of any Account, and use of Your data by the applicable Financial Provider, are governed by separate terms between You and the Financial Provider; and (b) Your use of any Service Provider Services, and the Service Provider’s use of Your data, are governed by separate terms between You and the Service Provider. Taiki is not responsible for any Service Provider Services, Accounts or other services, products or websites provided by third parties or the acts or omissions of any third-party providers, or for what any third-party providers do with any Tax Data or other data that You provide or Taiki provides to them, and Taiki does not guarantee that any Service Provider Services or Accounts will remain available or compatible with the Taiki Service.

1. Use of the Taiki Service. Subject to the terms and conditions of this Agreement, Taiki grants You a non-exclusive, non-sublicensable, non-transferable, revocable right to access and use the Taiki Service for the purposes described in this Agreement during the period in which Taiki is providing the Taiki Service to You.  Except for the license in the prior sentence, Taiki reserves all rights in and to all the Taiki Service and nothing contained in this Agreement will be construed as conveying any right or license in the Taiki Service by implication, estoppel, or otherwise.

2. Rights to Accounts; Restrictions.  If You use the Taiki Service, You will be required to log into Your Accounts and allow Taiki to collect and use unique identifiers and login information, such as an API token and/or security token (“Account Identifiers”), required by the Financial Provider to enable Taiki to access the Tax Data in Your Account.  In the event the Financial Provider additionally requires You to sign an authorization document allowing Taiki to access the Tax Data in Your Account, You hereby irrevocably designate and appoint Taiki as Your agent and attorney in fact, which appointment is coupled with an interest, to sign the authorization document for and in Your behalf with the same legal force and effect as if signed by You.  Taiki will then collect that Tax Data and provide it to Your Service Providers, but Taiki will not share any Account Identifiers with the Service Providers.  Taiki will refresh any Account Identifiers in its discretion to maintain access to Your Account during the period in which Taiki is providing the Taiki Service to You.  You represent and warrant that You have all necessary rights to allow Taiki to collect and use Account Identifiers, to access and collect Tax Data, by any means, in Your Accounts, and to use Your Accounts and Service Provider Services with the Taiki Service, and You agree to comply with all laws and regulations applicable to Your use, as well as any rules and guidelines that Taiki posts. You must not:  (a) use or access anyone else’s financial accounts or related data, or any financial account that You do not have permission to access; (b) submit information about anyone else’s identity or financial accounts or that violates any third-party rights; or (c) use the Taiki Service for any fraudulent, illegal or misleading purpose. You also agree not to:  (i) modify, reverse engineer or seek to gain unauthorized access to the Taiki Service or related systems, data or source code; (ii) bypass or circumvent measures designed to prevent or limit access to any part of the Taiki Service; (iii) rent, lease, provide access to or sublicense any elements of the Taiki Service to a third party or use the Taiki Service on behalf of or to provide services to third parties; (iv) copy, modify or create derivative works of the Taiki Service or remove any of Taiki’s proprietary notices; (v) access the Taiki Service for competitive purposes or publish any benchmark or performance information about the Taiki Service; or (vi) use the Taiki Service in any manner that could damage, disable, overburden, or impair the functioning of the Taiki Service or interfere with, disrupt or negatively affect other users.  You are responsible for all of all of the Tax Data, including for the accuracy, legality and integrity of that content.  Taiki has no responsibility for the accuracy, legality and integrity of the Tax Data received by Taiki.  Taiki has the right (but not the obligation) in its sole discretion to remove from the Taiki Service any Tax Data that that is illegal, that violates this Agreement or any of Taiki’s policies and procedures, or is otherwise objectionable.  YOU MUST NOT CAUSE TO BE UPLOADED ON THE TAIKI SERVICE ANY TAX DATA FOR WHICH YOU DO NOT HAVE ALL SUCH NECESSARY OWNERSHIP RIGHTS AND/OR LICENSES, CONSENTS OR PERMISSIONS.

3. Use of Your Data.  When You use the Taiki Service, You give Taiki the authority to act on Your behalf to access, use and transmit Tax Data from Your Account.  Accordingly, You grant Taiki the non-exclusive, royalty-free, worldwide right, during the period in which Taiki is providing the Taiki Service to You:  (a) to collect, use and refresh the Account Identifiers associated with Your Account to access Your Account; (b) to collect and store Your Tax Data from Your Account; and (c) to share Your Tax Data with Service Providers.  You also grant Taiki the non-exclusive, royalty-free, worldwide, irrevocable, perpetual right to retain and use Your Tax Data internally to improve the Taiki Service and as further described in Taiki’s Privacy Policy.  Taiki will also have the right to allow the applicable Service Provider to use Your Tax Data for the purpose of providing the Service Provider Services to You.  Please review Taiki’s Privacy Policy to learn more about how Taiki collects, uses, shares, retains and protects data related to Your Accounts (e.g., Account Identifiers and Tax Data). You should also refer to our Privacy Policy for information about the information that Taiki collects from the use of Taiki’s website and mobile app. If You have questions, contact Taiki at [email protected].

4. Ownership of Taiki Service; Your Feedback.  As between You and Taiki, Taiki and its licensors own all right, title and interest (including all intellectual property rights) in and to the Taiki Service and Taiki’s related website, mobile app and technology. If You choose to give Taiki any feedback, suggestions or other inputs about the Taiki Service or Taiki’s website, mobile app or technology, Taiki has the right to use them without restriction.

5. Disclaimer of Warranties.  TO THE EXTENT PERMITTED BY LAW, THE TAIKI SERVICE, WEBSITE AND MOBILE APP ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ANY USE IS AT YOUR DISCRETION AND RISK. TAIKI, ITS AFFILIATES AND ITS AND THEIR SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. TAIKI DOES NOT WARRANT THAT USE OF THE TAIKI SERVICE, WEBSITE AND MOBILE APP WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY OF YOUR TAX DATA WILL BE ACCURATE OR COMPLETE OR THAT TAIKI WILL TRANSFER OR MAINTAIN ANY TAX DATA WITHOUT LOSS.

   
   

6. Limitation of Liability.  TO THE EXTENT PERMITTED BY LAW, TAIKI, ITS AFFILIATES AND ITS AND THEIR SUPPLIERS WILL NOT BE RESPONSIBLE OR LIABLE FOR: (A) ANY LOST PROFITS, LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, FINANCIAL LOSSES OR COST OF REPLACEMENT SERVICES OR REPLACEMENT DATA, REGARDLESS OF WHETHER ANY SUCH LIABILITY OR LOSSES ARE CHARACTERIZED AS DIRECT OR INDIRECT DAMAGES; (B) ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND; OR (C) ANY DAMAGES OR AMOUNTS EXCEEDING, IN THE AGGREGATE, THE GREATER OF (I) THE AMOUNT YOU PAID US TO USE THE TAIKI SERVICE, IF ANY, AND (II) ONE HUNDRED U.S. DOLLARS (U.S. $100).  UNDER NO CIRCUMSTANCES WILL TAIKI BE LIABLE FOR ANY SERVICE PROVIDER SERVICES, ANY SERVICES PROVIDED BY ANY FINANCIAL PROVIDER, OR THE ACTS OR OMISSIONS OF ANY SERVICE PROVIDER, FINANCIAL PROVIDER OR OTHER THIRD-PARTY PROVIDER.

   
   

7. Indemnification.  You agree to indemnify, defend and hold harmless Taiki, its affiliates and its and their officers, directors, employees, subcontractors and suppliers (the “Taiki Indemnitees”) from and against any claims, actions, suits, investigations or proceedings, including any associated expenses (including any attorneys’ fees), costs, losses, liabilities, fines, penalties, judgments, awards or settlement amounts (“Claims”), brought by third parties against any Taiki Indemnitee arising out of or in connection with:  (a) an allegation that the Tax Data violates applicable law or infringes or misappropriates the intellectual property rights or other proprietary rights of a third party; (b) any claim of a Financial Provider or other third party arising out of an allegation that You do not have the right to access, or to allow Taiki to access, an Account or the Tax Data, an allegation that Taiki does not have the right to collect or use any Account Identifier, or an allegation that You have violated any terms and conditions governing an Account; (c) any third party’s misuse of any Account Identifier; or (d) Your violation of Section 3 of this Agreement.  You must not settle any Claim without the prior written consent of Taiki unless the settlement completely and forever releases Taiki from all liability with respect to the Claim.

   
   

8. Termination.  At any time in its discretion, Taiki may terminate or suspend this Agreement (or Your use of the Taiki Service) with or without notice and for any or no reason, including if Taiki suspects that You have violated this Agreement. Taiki will have no liability to You for any termination or suspension of this Agreement, nor will that action limit any other rights or remedies Taiki may have under this Agreement. Upon any termination of this Agreement, You must immediately cease all access to and use of the Taiki Service.  Except for Your right to use the Taiki Service, the provisions of this Agreement will survive any termination.

   
   

9. Miscellaneous.

10.1. Notice to United States Government End Users: If You are the U.S. Government or if You are a contractor or subcontractor (at any tier) of the U.S. Government and are accessing the Taiki Service for use by the U.S. Government or in connection with any contract or other transaction with the U.S. Government, You acknowledge that the Taiki Service and all associated software and technology of Taiki qualify as commercial computer software and that any associated documentation qualifies as commercial computer software documentation within the meaning of the applicable acquisition regulations. The terms and conditions of this Agreement are fully applicable to the Government’s use of the Services and associated software and documentation, and will supersede any conflicting terms or conditions, unless otherwise prohibited by federal law or regulation.

10.2. Compliance with Law: You represent and warrant that:  (a) You are not located in, domiciled in, a resident of, controlled by the government of, or organized under the laws of a country or region that is subject to a U.S. Government embargo (currently, Crimea, Cuba, Iran, North Korea, Syria and Venezuela); and (b) You are not on or, directly or indirectly, owned, in whole or part, by any person or persons on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons or any other U.S. government list of parties with respect to which transactions are forbidden or restricted.  You must not export, re-export, import, or transfer any Tax Data, Account Identifier or other good, service or item that You received from Taiki or Your right to access the Taiki Service in violation of U.S. law or in any manner that is forbidden for U.S. citizens, including, without limitation, transfer to a country or region that is subject to a U.S. government embargo, and You must not assist or facilitate others in doing any of the foregoing.  You acknowledge that it is Your responsibility to comply with any and all applicable export and import and economic sanctions laws.

10.3. Force Majeure:  Taiki will not be liable to You for any default or delay in the performance of any of its obligations under this Agreement if the default or delay is caused, directly or indirectly, by any cause beyond Taiki’s reasonable control.

10.4. Assignment; Subcontracting:  You are not permitted to assign this Agreement or any of Your rights or obligations under this Agreement without the prior written consent of Taiki.  Taiki has the right to assign this Agreement or any of its rights or obligations under this Agreement without Your consent. In addition, Taiki’s affiliates, contractors and service providers may exercise Taiki’s rights or fulfill its obligations under this Agreement.  Taiki’s Privacy Policy provides additional information about how Taiki shares Tax Data with subcontractors and vendors that assist Taiki in providing the Taiki Services, including processing the Tax Data.  This Agreement will be binding on, and will inure to the benefit of, the authorized successors and assigns of the parties.  Any attempt to assign other than in accordance with this provision will be null and void.

10.5. Notice:  Taiki may provide notices or communications to You through the email You provide in connection with the Taiki Service, if any, or through other reasonable methods. Any notice required or permitted to be given by You under this Agreement must be sent to Taiki via registered mail return receipt requested or an internationally recognized courier to Taiki, Inc., 13750 Beaumont Ave, Saratoga, CA 95070.  Any such notice will be deemed to have been given when sent.

10.6. Independent Contractors:  The Parties acknowledge that the relationship of You and Taiki is that of independent contractors and that nothing contained in this Agreement will be construed to place You and Taiki in the relationship of principal and agent, master and servant, partners or joint venturers.

10.7. Dispute Resolution:  If any dispute arises under this Agreement, each party must submit the dispute for resolution by an individual with decision-making authority.  If the dispute cannot be resolved in thirty (30) days, either party may pursue all available remedies at law or in equity. All negotiations pursuant to this section are confidential and treated as compromise and settlement negotiations for the purposes of federal and state rules of evidence and procedure.

10.8. Governing Law; Venue: This Agreement will be interpreted in accordance with the laws of the State of California without reference to its conflict of law provisions. Each of the parties irrevocably and unconditionally (a) submits to the exclusive jurisdiction of the courts of the State of California over any action or proceeding arising out of or relating to this Agreement, (b) waives any objection that it might otherwise be entitled to assert to the jurisdiction of those courts and (c) agrees not to assert that those courts are not a convenient forum for the determination of any such action or proceeding.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of which is expressly excluded.

10.9. Entire Agreement:  This Agreement embodies the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements and understandings between the parties relating to the subject matter of this Agreement.

10.10. Amendment; Waiver:  Except as otherwise provided in the introductory section of this Agreement, no amendment of any provision of this Agreement will be effective unless set forth in a writing signed by a representative of You and Taiki, and then only to the extent specifically set forth in that writing.   No course of dealing on the part of either party, nor any failure or delay by either party with respect to exercising any of its rights, powers or privileges under this Agreement or law will operate as a waiver of those rights, powers or privileges.  No waiver by either party of any condition or the breach of any provision of this Agreement in any one or more instances will be deemed a further or continuing waiver of the same or any other condition or provision.

10.11. Severability:  If any term of this Agreement not essential to the commercial purpose of this Agreement is held to be illegal, invalid or unenforceable, it is the intention of the parties that the remaining terms of this Agreement will constitute their agreement with respect to the subject matter of this Agreement and all such remaining terms will remain in full force and effect.  To the extent legally permissible, any illegal, invalid or unenforceable provision of this Agreement will be replaced by a valid provision which will implement the commercial purpose of the illegal, invalid or unenforceable provision.

10.12. Headings:  The headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement.