Terms & Conditions
By using RetroTax’s Services you (“You” individually and/or on behalf of a company) accept these Terms and Conditions (“Agreement”). If you are accepting this on behalf of a company or other legal entity, you represent that you have the authority to bind that company and/or entity.
1. RESPONSIBILITIES
a) RetroTax will:
1. research and identify Federal, State and local benefits for which You may be eligible;
2. determine the current, prior year(s) and future year(s) benefits potentially available;
3. recommend and report incentives, credits, refunds, exemptions, grants and other financial incentive options and strategies most appropriate to Your needs;
4. upon approval, attempt to acquire benefits by preparing and submitting necessary forms, applications and documents; 5) Perform all other steps required to comply with this Agreement pursuant to procedures as mutually agreed to by RetroTax and You;
5. Comply with all laws, rules and regulations applicable to this Agreement or the performance thereof; and
6. If You are being assisted in securing Work Opportunity Tax Credits (WOTC) then RetroTax will provide monthly reports summarizing the status of the Services.
b) RetroTax will make the Services available and will provide the Services in accordance with applicable laws and government regulations. RetroTax will maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Data.
c) You agree to provide a resource person(s) with the authority to provide:
1. The required information and data in a timely manner regarding client facility location(s), number of employees, new hires, capital investments, and tax liability at federal and state levels and/or Your ability to utilize tax credits at federal and state levels.
2. Render financial and policy decisions related to the Services provided by RetroTax;
3. Act as liaison between RetroTax and Your personnel;
4. Act on Your behalf in meetings which require a representative from You Client; and
5. Review and provide timely feedback on the status of the Services provided by RetroTax pursuant to this Agreement.
d) You will (i) be responsible for your (and, as applicable, your personnel’s) compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and shall notify RetroTax immediately of any such unauthorized access and/or use of which You becomes aware, and (iii) use the Services only in accordance with this Agreement and all applicable laws and government regulations. You will not (w) make the Services available to any third party (except for any third parties acting on behalf of You or at Your request), (x) sell, resell, rent or lease the Services, (y) interfere with or disrupt the integrity or performance of the Services or any third-party data contained on the Services, including, as applicable, the third-party data of Your employees, or (z) attempt to gain unauthorized access to the Services or their related systems or networks.
2. GRANT OF ACCESS
a) Subject to this Agreement RetroTax grants to You during the Term a non-exclusive, non-transferable, non-sublicensable, license to access and use the Services, including access to RetroTax’s software and computers systems, so that RetroTax may assist You to research and identify Federal, State and local benefits for which You may be eligible; determine the current, prior year(s) and future year(s) benefits potentially available; recommending and reporting incentives, credits, refunds, exemptions, grants and other financial incentive options and strategies most appropriate to Your needs; and upon approval, attempting to acquire benefits by preparing and submitting necessary forms, applications and documents.
b) Subject to this Agreement, You grant to RetroTax a limited license to access and use the information and data entered into the Services by You and/or Your personnel, or by any third parties acting on your behalf (“Data”) for the purpose of RetroTax providing the Services. You represents and warrants that: (i) you own the Data or otherwise have the right to grant this license; (ii) the use of the Data does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the use of the Data does not result in a breach of contract between You and any third party. You agree that RetroTax may calculate aggregate, anonymized statistics about its customers' Data and use those statistics (but not the underlying Data) for purposes of sales, marketing, business development, product enhancement, or customer service.
3. RESTRICTIONS
a) The Services are licensed to You for Your use only. In connection with Your use of the Services, You will comply with all applicable laws, rules and regulations. You will not, and will not permit any third party to: (i) copy, modify, translate, or create derivative works of the Services; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Services; (iii) lend, lease, offer for sale, sell or otherwise use the Services for the benefit of third parties; or (iv) attempt to circumvent any license, timing or use restrictions that are built into the Services.
b) RetroTax retains all right, title and interest, including all intellectual property rights, in and to the Services. You acknowledge that the Services include RetroTax’s valuable trade secrets and improper use or disclosure would cause RetroTax irreparable harm. Accordingly, You agree to use the Services solely as authorized in this Agreement. You agree that the license granted pursuant to this Agreement is not a sale and does not transfer to You title or ownership of the Services or a copy of the Services, but only a right of limited use. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO RETROTAX.
4. CONFIDENTIAL INFORMATION:
a) During the course of this Agreement, RetroTax and You may be exposed to Proprietary and Confidential Information of each other. For purposes of this Agreement, Proprietary and Confidential Information (hereafter referred to as “Confidential Information”) is defined as any information which relates to the administrative, financial or operational arrangements of the business and any information of a secret or proprietary nature (having been trademarked or patented) including customer lists, sales information, pricing formulas, supplier information or arrangements, reports, trade secrets, technical, and other business data which is broadly construed or otherwise expressly stated by either You or RetroTax to be confidential.
b) RetroTax and You agree that in consideration of either RetroTax or Client’s disclosure of Confidential Information, each shall:
1. Safeguard such Confidential Information with at least the same degree of care as it normally exercises to protect its own Confidential Information but in no event with less than a reasonable degree of care in the industry;
2. Restrict disclosure of Confidential Information solely to its employees, advisors or representatives (“Representatives”) and to Federal, state and local agencies when submitting forms, applications and documents in attempting to obtain benefits, on a need to know basis and will not disclose such Confidential Information to any other parties; and,
3. Comply with all applicable data privacy laws and regulations; and,
4. Use the Confidential Information provided only in connection with the performance of RetroTax’s services and for no other purposes.
c) The obligations imposed herein shall not apply to information, whether or not designated as “proprietary” or “confidential” that:
1. Is made public by the disclosing party;
2. Is or hereafter becomes part of the public domain through no wrongful act, fault or negligence on the part of the receiving party or parties;
3. The receiving party or parties can reasonably demonstrate it is already in the possession of such information and not subject to an existing agreement of confidentiality;
4. Was received from a third party without restriction and without breach of this Agreement;
5. Was independently developed by the receiving party or parties as evidenced by its/their records; or,
6. The receiving party or parties are required to disclose pursuant to a valid order of a court or other governmental body; provided, however, that the recipient of the Confidential Information shall first have given notice to the disclosing party or parties and shall give the disclosing party or parties a reasonable opportunity to interpose an objection or obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.
5. CONSIDERATION:
a) RetroTax agrees to provide its Services for a fee equal to twenty-five percent (25%) of the total federal and state tax credits plus any application and/or vouchering fees generated through the Services delivered by RetroTax regardless of whether the credits are utilized by You for prior, current or future years or never utilized by You. Tax credits provided to You will include respective tax forms and documentation supporting allowable tax credits for the current year, prior year(s) and future year(s). In the event tax credits acquired for You are disallowed due to a RetroTax error and as a result of an IRS audit, RetroTax will reimburse You for fees received for the Services (plus related interest charged to You) to the extent any credit is disallowed. RetroTax will have the right to defend its their position against disallowed credits through an IRS audit and if successful, RetroTax will be due payment in full. In the event that You do not provide payroll to calculate WOTC credits by October 1 of the respective tax year, RetroTax will provide You with all certifications at a processing fee of $480 per certification.
b) Payment will become due ten (10) days after receipt of respective tax forms and documentation supporting tax credits. Delinquent invoices will be subject to a one point five percent (1.5%) monthly service fee, but not to exceed eighteen percent (18%) per annum.
6. TERM:
a) The initial term of this Agreement is three (3) years from the date of acceptance. You acknowledge and agree that beginning on the date of acceptance of this Agreement, RetroTax will be performing Services on Your behalf and You agree that RetroTax will be entitled to all fees for Services performed up to and including the date of receipt of notice of termination of the Agreement for all work that subsequently results in any benefit to You. At the expiration of the Initial Term, this Agreement will automatically renew for successive one (1) year periods (each a “Renewal Term” and collectively with the Initial Term the “Term”) unless a party provides the other parties with written notice of its intent not to renew this Agreement at least sixty (60) days prior to the expiration of the then current Term. Your obligation to pay fees for Services performed shall survive any termination of this Agreement.
b) Survival. All terms and provisions which by their nature are intended to survive any termination or expiration of this Agreement, will so survive.
7. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) it has the right, power and authority to enter this Agreement and to grant the rights and licenses granted hereunder and to perform all of its obligations hereunder; (c) its representative whose signature is set forth therein has been duly authorized by all necessary corporate or organizational action of the party; (d) this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (e) it will abide by all applicable federal, state and local laws and regulations with respect to online activities, use of end user data and the products and services offered by each party in connection with this Agreement.
8. WARRANTY DISCLAIMER
The services are provided “as is” without warranty of any kind. And retrotax makes no promises, representations or warranties, whether express, implied, statutory, or otherwise, with respect to the services, including their condition, conformity to any representation or description, or the existence of any latent or patent defects. Retrotax specifically disclaims all implied warranties of merchantability, noninfringement and fitness for a particular purpose and all other implied or statutory warranties, as well as any local jurisdictional analogues to the above. Retrotax does not warrant that the services will be error-free or that the services will work without interruptions.
9. LIMITATION OF LIABILITY
In no event will either party’s liability arising out of or related to this agreement exceed fees paid by you to RetroTax pursuant to this agreement. Except for a breach of the license restrictions or confidentiality obligations, in no event will either party have any liability for any indirect, incidental, special, or consequential damages, however caused and on any theory of liability, whether for breach of contract, tort (including negligence) or otherwise, arising out of or related to this agreement, including but not limited to loss of anticipated profits or loss or interruption of use of any files, data or equipment, even if advised of the possibility of such damages. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy. The parties agree that the foregoing limitations represent a reasonable allocation of risk under this agreement.
10. INDEMNIFICATION
You will indemnify, defend and hold RetroTax harmless from any claim, action, suit or proceeding (i) made or brought against RetroTax involving allegations that You breached any of your representations, warranties or obligations under this Agreement, or (ii) arising out of or resulting from RetroTax’s use of any Data in accordance with this Agreement.
11. MISCELLANEOUS
a) Assignment. Neither party may assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that RetroTax may assign this Agreement to a parent, affiliate, subsidiary, or successor to its business, if any. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
b) Government Restricted Rights. Property of any kind provided by Retrotax to You is provided with restricted rights. Use, duplication, or disclosure of such property by the U.S. government, any state government, or any agency or contractor thereof, is subject to restrictions as set forth in FAR 52.227-14 and DFAR 252.227-7013 et seq. or its successor.
c) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement will remain in full force and effect.
d) Governing Law and Jurisdiction. This Agreement is governed by and construed under the laws of the State of Indiana without reference to conflict of laws principles. The parties agree and submit to the exclusive jurisdiction and venue of the state and federal courts located in Indianapolis, Indiana for all disputes related to this Agreement.
e) Modification and Waiver. No waiver or modification of this Agreement will be valid unless made in writing and signed by both parties. The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof.
f) Entire Agreement. This Agreement embodies the entire understanding of the parties and supersedes any previous or contemporaneous communications, whether oral or written; and may be amended only by a writing signed by both parties.