Terms of Use

1. About these Terms, and your acceptance

1.1 These Terms of Use (“Terms”) form a binding agreement between you and TaxDo Inc., a Florida corporation with its principal office at 7901 4th St N, St. Petersburg, FL 33702, United States (“TaxDo”, “we”, “us”, “our”).

1.2 They govern your access to and use of taxdo.com, our documentation, our free lookup and demonstration tools, free trials and sandbox environments, self-serve paid subscriptions, our dashboard, our APIs, and any other service that links to these Terms (together, the “Services”).

1.3 How you accept. By accessing or using our website, our documentation or a free lookup tool, you accept these Terms as they apply to that use. If you do not agree, do not use them.

1.4 Terms that require your affirmative agreement. Section 20 (Indemnity) and section 22 (Dispute resolution and arbitration) bind you only if you have affirmatively agreed to these Terms — by ticking a box, clicking a button indicating acceptance, creating an account, or purchasing a subscription. We retain a record of that acceptance. Sections 18 (Disclaimers) and 19 (Limitation of liability) apply to all use of the Services, including use under section 1.3.

2. Which agreement applies to you

2.1 If you or your organisation has entered into a Master Subscription Agreement, Master Service Agreement, Order Form or other written agreement with us (a “Written Agreement”), that Written Agreement governs the services it covers, and these Terms do not vary, reduce or displace it.

2.2 Where more than one document applies, the following order of precedence governs, highest first:

1. the applicable Order Form or statement of work;
2. any amendment or addendum expressly referencing the Written Agreement;
3. the Written Agreement;
4. these Terms;
5. the Documentation.

2.3 These Terms apply to you for anything not covered by a Written Agreement — for example, browsing our website, using a free tool, taking a trial, accessing documentation, or purchasing a self-serve subscription.

3. Who may use the Services

3.1 You may use the Services only if you are at least 18 years old and legally capable of entering a binding contract.

3.2 If you accept these Terms on behalf of an organisation, you represent that you have authority to bind it, and “you” means both you and that organisation.

3.3 The Services are intended for business and professional use. Where you act as a consumer — for purposes wholly or mainly outside your trade, business, craft or profession — Annex A applies to you and prevails over these Terms wherever the two conflict.

3.4 You may not use the Services if applicable law bars you from doing so, or if you are located in, ordinarily resident in, or acting for the benefit of a person in, a comprehensively sanctioned jurisdiction. We may screen accounts against applicable sanctions and denied-party lists and may refuse, suspend or close an account on that basis.

4. Definitions and interpretation

“Aggregated Data” means aggregated, de-identified and anonymised usage data, analytics, statistics and benchmarking information derived from use of the Services, which does not identify you, any user, or any natural person.

“Customer Data” means data, information, records, files, queries or other materials you submit to or process through the Services, including search inputs, validation queries and associated metadata. It does not include Aggregated Data.

“Documentation” means our then-current technical and user documentation for the Services.

“Official Guidelines” means publicly available guidance, formatting rules, schema rules or similar published materials issued by governmental bodies, tax authorities, registries, regulators or other authoritative bodies on which certain Service features may be based.

“Official Sources” means third-party governmental, registry, authority or other external systems, databases, websites, APIs or records that are not operated by TaxDo, and from which the Services may retrieve, validate, compare or reference data.

“Output” means any result, report, status, validation result, assessment or other material the Services return to you.

Interpretation. “Including”, “includes” and “for example” mean including without limitation. Headings are for convenience only and do not affect interpretation. References to a statute include any amendment or replacement of it. The singular includes the plural. These Terms are drafted in English; where we provide a translation, the English version governs.

5. Your account

5.1 You are responsible for keeping your credentials, access tokens and API keys confidential, for all activity under your account except to the extent caused by us, and for notifying us promptly at [email protected] of any known or suspected unauthorised access.

5.2 You must give accurate registration information and keep it current. We may refuse, suspend or close an account where information is false, where the account is used in breach of these Terms, or where we are required to do so by law.

5.3 You may not share credentials, or allow access by anyone other than your authorised personnel.

5.4 We may close a free account that has been inactive for twelve months or more, after giving you notice and a reasonable opportunity to keep it open.

6. Free tools, trials, sandbox and beta features

6.1 We may make free lookups, demonstration tools, free trials, sandbox environments, previews, pilots or beta features available (“Free Services”).

6.2 Free Services are provided “as is” and “as available”, without warranty of any kind, and are excluded from every service level commitment, uptime target, support obligation, service credit, deprecation or change-notice period, and from any indemnity or other obligation owed by us under these Terms. We may change, limit, suspend or discontinue any Free Service at any time, with or without notice, and may apply rate limits, quotas and authentication controls.

6.3 Data you submit to a sandbox or trial may be deleted when it ends. Do not submit production data, sensitive personal information, or data you cannot afford to lose to a Free Service.

6.4 Free trials are limited to one per organisation unless we agree otherwise. Where a trial converts to a paid subscription, you consent to the conversion terms when you start the trial, we will remind you before it converts, and section 8 applies from conversion.

7. Service levels, support and fair use

This section applies to paid Services. Free Services are excluded from it entirely — see section 6.2.

7.1 Availability commitment

For paid Services designated in the Documentation as generally available for production use (“Production Services”), we will use commercially reasonable efforts to make the Production Services available at least 99.9% of the time during each calendar month (the “Availability Commitment”).

Availability means the percentage of valid requests in the month that our platform answers without returning a server error attributable to us, measured by our monitoring systems, excluding everything listed in section 7.3.

7.2 Services that depend on Official Sources

The following Services operate, in whole or in part, as a pass-through to Official Sources:

• the Tax Identity Engine;
• the Global Indirect Tax Compliance Engine;
• the Global Regulatory Compliance Engine; and
• any other Service that retrieves, validates or compares data held by a third party.

For those Services:

• no fixed or guaranteed response time is warranted, because response time depends on Official Sources, the public internet and other third parties we do not control; and
• changes, outages, delays, access restrictions, schema changes, rate limits, inaccuracies or deprecations affecting Official Sources or Official Guidelines do not, by themselves, constitute a breach by us, and are excluded from the Availability Commitment and from any service credit.

Section 12 applies in full.

7.3 Exclusions

The Availability Commitment does not apply to downtime or unavailability caused by: (a) scheduled maintenance, provided we give reasonable prior notice where practicable; (b) force majeure events; (c) your systems, networks, or acts or omissions; (d) third-party services or infrastructure outside our reasonable control, including Official Sources; (e) suspension permitted under these Terms; or (f) beta, preview or other Free Services.

7.4 Service credits

If we fail to meet the Availability Commitment in a calendar month, you may request a service credit within 30 days after the end of that month. Service credits are your sole and exclusive monetary remedy for any failure to meet the Availability Commitment.

Credits are applied to future invoices, will not exceed 15% of the monthly fees for the affected Services in the applicable month, have no cash value, and are not transferable. To claim a credit you must be current on all amounts due and not otherwise in breach of these Terms.

7.5 Support and maintenance

Self-serve support is available by email at [email protected] during business hours. Published response-time targets are goals, not guarantees. Enhanced or 24/7 support is available under a Written Agreement.

We may perform scheduled and emergency maintenance, and will give reasonable notice of scheduled maintenance where practicable.

7.6 Fair use and protective measures

We may apply reasonable rate limits, throttling, quotas, authentication controls and similar measures to protect the security, integrity and availability of the Services for all users.

8. Fees, payment, renewal and cancellation

This section applies where you purchase a subscription directly through our website without a Written Agreement.

8.1 Fees and currency. You agree to pay the fees shown at the point of purchase. Unless stated otherwise, all fees are in US dollars. Prices shown to business customers are exclusive of taxes. Prices shown to consumers include any applicable VAT or equivalent tax, and the total payable is displayed before you complete your purchase.

8.2 Payment. Payments are processed by our payment providers, currently including PayPal and Stripe. We do not store your full card or bank account number. You authorise us and our payment providers to charge your payment method for all amounts due, including on each renewal, and to update stored card details through card-updater services offered by your card network.

8.3 Taxes. You are responsible for all sales, use, VAT, GST, withholding and similar taxes arising from your purchase, other than taxes on our net income, property or employees. Where we are required to collect tax, it will be added at checkout. If you are required by law to withhold any amount, you will gross up the payment so that we receive the full amount we would have received without the withholding.

8.4 Automatic renewal. Your subscription renews automatically at the end of each billing period, for a further period of the same length, at the then-current rate, until you cancel. Before you subscribe we present the renewal terms clearly and separately and obtain your affirmative consent to them. For subscription terms of one year or longer, we send you a reminder between 15 and 45 days before each renewal; for shorter terms, at least once a year. The reminder states what you are subscribed to, the amount and frequency of the charge, and how to cancel.

8.5 Cancelling. You can cancel at any time, online, in your account settings, in no more steps than it took to subscribe. If you subscribed by another method you may cancel by that method or by emailing [email protected]. Cancellation takes effect at the end of your current billing period, and you keep access until then.

8.6 Refunds. Except where Annex A, a mandatory law, or a written statement by us provides otherwise:

• fees are non-refundable, and there are no refunds or credits for partial billing periods, unused capacity, or periods during which you did not use the Services;
• if you cancel, you keep access until the end of the period you have paid for and no refund is due;
• if you downgrade, the change takes effect at your next renewal and no refund is due for the current period;
• if we terminate or suspend your subscription other than for your breach, or discontinue a paid Service under section 17.3, we will refund the unused portion of fees you have prepaid — except where the termination or suspension is made under section 3.4, section 17.2(c) or section 24, where no refund is due;
• if you were charged in error — a duplicate charge, a charge after valid cancellation, or a charge not matching the price shown at purchase — contact us and we will investigate and refund any amount incorrectly charged.

8.7 Price changes. We may change subscription prices. A change takes effect at your next renewal and we will give you at least 30 days' notice beforehand. If you do not accept a change, cancel before the renewal date.

8.8 Non-payment. If a payment fails we may retry, and we may suspend access until payment is received. Suspension for non-payment does not by itself terminate your subscription. Overdue amounts bear interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, and you will reimburse our reasonable documented collection costs. This paragraph does not apply to you where you are a consumer, except as permitted by law.

8.9 Billing disputes. If you believe a charge is incorrect, tell us at [email protected] within 60 days of the charge and we will investigate in good faith. Please contact us before initiating a chargeback, so that we can resolve the issue directly. Repeated chargebacks that we reasonably determine to be abusive may result in suspension. Nothing in this paragraph affects any right you have to dispute a charge with your payment provider, or any right under Annex A.

9. Acceptable use

You will not, and will not permit anyone else to:

1. use the Services in violation of applicable law;
2. resell, rent, lease, sublicense, distribute, time-share or otherwise make the Services available to a third party, except as we expressly authorise in writing;
3. reverse engineer, decompile, disassemble, or attempt to discover the source code, trade secrets, underlying methods, algorithms or data structures of the Services, except to the limited extent this restriction is prohibited by applicable law;
4. copy, modify or create derivative works of the Services or Documentation except as expressly permitted;
5. access or use the Services to build, train or benchmark a competing product or service, or to perform competitive analysis for publication, without our prior written consent;
6. use any automated process to scrape, harvest or extract data from the Services other than through the documented APIs and permitted methods;
7. introduce malicious code, or attempt to disable, interfere with, circumvent, probe, scan or test the security of the Services, except under a written authorisation from us;
8. remove or obscure any proprietary notice;
9. use Output to train, fine-tune or develop an artificial intelligence, machine learning or large language model offering that replicates a material part of the functionality of the Services;
10. submit data you do not have the right to submit, or data that infringes the rights of any person;
11. use the Services to make a decision about a person that produces a legal or similarly significant effect, without meaningful human review;
12. use the Services for any purpose described in section 13 as a prohibited regulated use;
13. access the Services by any automated means — including bots, crawlers, spiders, scripts, headless browsers or automated form submission — other than through our documented APIs with valid credentials, or as expressly permitted by our robots.txt file; or
14. circumvent, or attempt to circumvent, any rate limit, quota, authentication control, registration requirement or technical restriction, including by using multiple accounts, rotating credentials or proxy services.

10. Your data, privacy and confidentiality

10.1 Your data. As between us, you retain all rights in Customer Data. You grant us a non-exclusive, worldwide, limited-term right to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Services, to create Aggregated Data, and to meet our obligations.

10.2 Your responsibility. You are responsible for the accuracy, quality and legality of Customer Data, and for having all rights, notices, consents and legal bases necessary for us to process it.

10.3 Aggregated Data. We may generate and use Aggregated Data for our lawful business purposes, including improving and securing the Services, provided it does not identify you, any user or any natural person.

10.4 Privacy. Our handling of personal information is described in our Privacy Policy, which forms part of these Terms. Our use of cookies and similar technologies on our websites is described in our Cookie Policy.

10.5 Data Processing Agreement. Where we process personal data on your behalf as your processor, and data protection law requires a data processing agreement, our Data Processing Agreement is incorporated into these Terms by reference and applies automatically — no separate signature is required. It records that you are the controller and we are the processor, that we process personal data only on your documented instructions, and what we process for each Service. A current list of our sub-processors is published at taxdo.com/legal/subprocessors, and we give at least 30 days' notice before adding or replacing one. Where you have a Written Agreement with its own data processing terms, those terms apply instead.

10.6 Confidentiality. Our non-public Documentation, API specifications, security information, pricing outside published rate cards, and any information we identify as confidential are our confidential information. You will use them only to use the Services, will not disclose them except to your personnel and advisers who need to know and are bound by equivalent obligations, and will protect them with at least reasonable care. This does not apply to information that is or becomes public through no breach by you, was known to you without restriction, is received from a third party without restriction, or is independently developed without use of ours. You may disclose where required by law, giving us prompt notice where lawful.

10.7 Disclosure required by law. We may disclose Customer Data or your account information where we are required to do so by law, regulation, subpoena, court order or governmental request, or where reasonably necessary to establish, exercise or defend a legal claim. Where we are lawfully permitted to do so, we will give you notice before disclosing.

10.8 API terms. If you access the Services through our APIs, Annex B also applies to you.

11. AI-enabled features

11.1 Which Services use AI, and which do not. Our three core engines do not use artificial intelligence or machine learning:

• the Tax Identity Engine;
• the Global Indirect Tax Compliance Engine; and
• the Global Regulatory Compliance Engine.

These engines validate identifiers and apply published rules against Official Sources and Official Guidelines, and return what those sources hold. They do not generate probabilistic output and they do not profile you.

Artificial intelligence or machine learning is used only in certain ancillary services that support these engines (“AI Features”). We identify AI Features in the Service or in the Documentation, so that you know when you are interacting with one. The rest of this section applies only to AI Features.

11.2 Output is not a decision. AI Features produce probabilistic results. Output may be incomplete, out of date or incorrect. Output is one input into your process, not a determination, and not a substitute for your own review and judgement. You must apply meaningful human review before relying on Output to make any decision that affects a person or carries legal, tax, financial or regulatory consequences.

11.3 No warranty on Output. We do not warrant that Output is accurate, complete, current or fit for any particular purpose. Section 18 applies to Output in full.

11.4 Training. We do not use Customer Data to train artificial intelligence or machine learning models, and our agreements with our model providers prohibit them from training on it. We may use Aggregated Data, and data you expressly permit us to use, to improve the Services.

11.5 Your responsibilities. You will not use AI Features to generate unlawful, infringing, deceptive or harmful material, and will not present Output as human-generated where doing so would mislead. Section 9(i) applies: you may not use Output to train or develop a competing model or service.

12. Official Sources, and the limits of what we promise

Many features depend, in whole or in part, on Official Sources and Official Guidelines. We do not control Official Sources.

We cannot guarantee the continued availability, uptime, accessibility, timing, completeness or accuracy of any Official Source, or of any official publication, format rule or guidance maintained by a third party. Changes, outages, delays, access restrictions, schema changes, rate limits, inaccuracies or deprecations affecting Official Sources or Official Guidelines do not, by themselves, constitute a breach of these Terms by us, and are excluded from any availability commitment.

Output reflects what an Official Source held at the time of the query. It is a point-in-time result, not a continuing statement of fact. Registration status, identifiers and registry data change, and you are responsible for re-querying at an interval appropriate to your use.

13. No professional advice; regulated uses

13.1 Not advice. The Services do not constitute legal, tax, accounting, audit or other professional advice, and using them does not create a professional or advisory relationship. They support your compliance, onboarding, diligence or data-quality workflows and are not a substitute for your own review, judgement, or any legally required independent verification.

13.2 No guaranteed outcome. We do not guarantee any tax outcome, registration, approval, refund, filing acceptance, or avoidance of penalty, interest or enforcement action.

13.3 Consumer reporting — prohibited use. The Services are not a consumer report or consumer reporting service under the US Fair Credit Reporting Act or any similar law. You will not use the Services, or any Output, for any purpose that would cause TaxDo to be deemed a consumer reporting agency or the Output to be deemed a consumer report — including determining eligibility for consumer credit, personal insurance, employment, housing, or any other covered personal eligibility purpose. This is a material term.

13.4 No third-party reliance. You may not represent to any third party that Output carries our warranty, certification, opinion or professional judgement, and you may not hold out the Services as a substitute for any verification a third party requires you to perform. Output is provided to you for your own use, and no third party acquires any right against us by relying on it.

13.5 Other regulated uses. You are responsible for determining whether your use is subject to sector-specific regulation, and for obtaining any authorisation your use requires.

14. Intellectual property

14.1 Our rights. We and our licensors retain all right, title and interest in the Services, Documentation, software, APIs, models, reference data, know-how, methods and all related intellectual property. No rights are granted except those expressly stated here, and nothing is granted by implication or estoppel.

14.2 Licence to you. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services and Documentation for your internal business purposes during your period of authorised access.

14.3 Output. Subject to your compliance with these Terms and payment of any fees due, you may use Output for your internal business purposes. We retain all rights in the underlying Services, models, methods and reference data used to generate it. Section 14.4 governs storage and reuse of Output.

14.4 Storing and reusing Output. This applies to Output however you obtain it, including through the dashboard, an export or an API.

You may cache and store Output for your own internal business use, including in your records, workflow systems and audit trail, for as long as you reasonably need it for the purpose for which you obtained it.

You may not:

• accumulate, compile or organise Output into a database, register, index or dataset that reproduces, substitutes for or competes with the Services or with any Official Source;
• redistribute, resell, sublicense, publish or otherwise make Output available to any third party, except to the party the Output concerns or as expressly permitted in writing;
• use Output to train, fine-tune or develop any artificial intelligence or machine learning model; or
• systematically query the Services to build a copy of, or a derived work from, our reference data.

We may verify compliance with this section on reasonable notice where we have a good-faith concern, limited to what is necessary to assess it.

14.5 Feedback. If you give us feedback, suggestions or recommendations, we may use and incorporate them freely, without restriction, attribution or compensation, and you acquire no rights in anything we build as a result. You are not obliged to give us feedback.

14.6 Trade marks. “TaxDo” and our logos are our trade marks. You may not use them without our prior written consent, except to refer accurately to the Services.

14.7 Reservation against text and data mining. We expressly reserve all rights in the Services, the Documentation, our website content and all Output against text and data mining, web scraping, and use for training or developing artificial intelligence or machine learning systems, including for the purposes of Article 4(3) of Directive (EU) 2019/790 and any equivalent right elsewhere. This reservation applies in addition to section 9, is also expressed in machine-readable form on our website, and no licence for such use is granted by making content publicly accessible.

14.8 US Government users. The Services are “commercial products” consisting of “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. §12.212 and §227.7202. US Government users acquire only the rights granted to all other users under these Terms.

15. Third-party services and links

The Services may link to, or interoperate with, third-party websites, data sources and services we do not control. We are not responsible for them, and your use of them is governed by their own terms. A link is not an endorsement.

16. Copyright complaints

If you believe material accessible through the Services infringes your copyright, send a notice containing the elements required by 17 U.S.C. §512(c)(3) to [email protected], marked “DMCA Notice”, or by post to TaxDo Inc., 7901 4th St N, St. Petersburg, FL 33702, United States, marked for the attention of the Copyright Agent. We may remove material and terminate the accounts of repeat infringers.

17. Suspension and termination

17.1 By you. You may stop using the Services at any time. Paid subscriptions are cancelled under section 8.5.

17.2 By us. We may suspend or terminate your access, in whole or in part, on notice, if: (a) you materially breach these Terms; (b) your use poses a material security risk or materially degrades the Services for others; (c) suspension or termination is required by law or a binding order; (d) you fail to pay fees when due; or (e) you do not promptly update your implementation of our APIs to the latest production version we recommend or require. We may also elect not to renew a self-serve subscription by giving you notice at least 30 days before the renewal date. Where practicable and lawful, we will give advance notice and an opportunity to cure, and will limit any suspension to the minimum scope and duration reasonably necessary.

17.3 Discontinuation. We may discontinue a Free Service at any time. We may discontinue a paid Service on 90 days' notice and will refund the unused portion of any prepaid fees.

17.4 Effect. On termination, your right to use the Services ends and you must stop using them. You remain liable for fees accrued. On written request made within 30 days of termination, we will make Customer Data available for export in a commercially reasonable format, after which we may delete it in accordance with our retention practices and applicable law — except for copies held in routine backups, retained as required for legal, audit or tax purposes, or retained as an evidentiary record supporting a Certificate of Validation or a verification, as described in the Data Processing Agreement, which remain subject to these Terms until deleted.

17.5 No liability for permitted suspension. A suspension or termination made in accordance with this section does not give rise to any liability on our part, and except as section 8.6 provides, does not entitle you to a refund.

17.6 Survival. Sections 4, 6.2, 8 (as to amounts accrued), 9, 10, 11.2, 11.3, 12, 13, 14, 15, 17.4, 17.5, 18, 19, 20, 22, 23, 24 and 25, Annexes B4 and B7, and any provision that by its nature should survive, survive termination.

18. Disclaimers

Except as expressly stated in these Terms, and subject to Annex A where you are a consumer:

The Services and all Output are provided “as is” and “as available”. We disclaim all warranties, whether express, implied, statutory or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

We do not warrant that: (a) the Services will be uninterrupted, secure or error-free; (b) defects will be corrected; (c) Official Sources or Official Guidelines will remain available, accurate, complete, current or unchanged; (d) Output will be accurate or complete; or (e) the Services alone are sufficient for any legal, compliance, tax filing, onboarding, KYC, AML, credit, employment, housing or other regulated decision without independent verification and controls appropriate to your use case.

19. Limitation of liability

Subject to Annex A where you are a consumer:

19.1 Excluded damages. Neither party is liable for indirect, incidental, special, exemplary, punitive or consequential damages, or for loss of profits, revenue, goodwill, business interruption, or loss or corruption of data, even if advised of the possibility.

19.2 Cap. Our aggregate liability arising out of or relating to these Terms, for all claims taken together, will not exceed:

• for Free Services, US$100; and
• for paid self-serve subscriptions, the fees you paid us in the 12 months before the event giving rise to the claim.

19.3 What is not capped. Nothing in these Terms limits liability that cannot be limited by law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

19.4 Your obligations. Sections 19.1 and 19.2 do not limit your obligation to pay fees due, your indemnity under section 20, or your liability for breach of section 9 (Acceptable use), section 13.3 (Consumer reporting), section 13.4 (No third-party reliance) or section 14 (Intellectual property).

19.5 Allocation of risk. You acknowledge that Output reflecting validation, search or comparison is one input into your broader workflow. We are not liable for penalties, enforcement outcomes, rejected filings, onboarding decisions or similar consequences to the extent they result from your reliance on the Services without the level of independent review, corroboration or procedural control that would be reasonable for your use case.

19.6 Basis of the bargain. The disclaimers in section 18 and the limits in this section are a fundamental basis of the bargain between us and reflect the fees charged. They apply even if a limited remedy fails of its essential purpose.

20. Indemnity

You will defend, indemnify and hold harmless TaxDo and its affiliates, officers, directors, employees and agents from and against any third-party claim, and any resulting damages, settlements, costs and reasonable legal fees, arising out of: (a) Customer Data, including any allegation that it or our permitted processing of it infringes or violates a third party's rights or applicable law; (b) your use of the Services in material violation of these Terms or applicable law; or (c) your failure to obtain rights, notices or consents required for processing of Customer Data.

We will notify you promptly of any claim, give you control of the defence and settlement, and cooperate at your expense. You will use counsel reasonably acceptable to us, and we may participate in the defence with counsel of our own choosing at our own expense. You may not settle in a way that admits fault of, or imposes an obligation on, us without our prior written consent, not to be unreasonably withheld.

This section does not apply to you where you are a consumer under Annex A.

21. Changes

21.1 To the Services. We may update the Services and Documentation from time to time, including to reflect changes to Official Sources, security requirements, legal requirements and product improvements. We will not materially reduce the core functionality of a paid subscription during a period you have paid for, except: (a) as required by law; (b) to address a security, safety or integrity concern; or (c) where the affected feature depends on an Official Source that has changed, become unavailable or imposed limitations.

21.2 To these Terms. We may change these Terms. For changes that materially affect your rights or obligations, we will give at least 30 days' notice by email or a prominent notice in the Services before the change takes effect. For paid subscriptions, material changes take effect at your next renewal. We may make a change on shorter notice, or immediately, where it is required by law or a binding order, or is needed to address a security, safety or integrity concern, and will tell you as soon as we reasonably can. If you do not accept a change, stop using the Services and cancel before it takes effect. Continued use after the effective date means you accept the change. Prior versions are available on request.

22. Dispute resolution and arbitration

Please read this section carefully. It affects your legal rights.

22.1 Informal resolution first. Before starting any proceeding, you agree to contact us at [email protected] with a written description of the dispute and the relief you seek, and to give us 60 days to resolve it informally. We will do the same before starting a proceeding against you. This is a condition to starting arbitration, and any limitation period is paused while it runs.

22.2 Arbitration. If the dispute is not resolved, it will be finally resolved by binding arbitration administered by the American Arbitration Association in New York, New York under its Commercial Arbitration Rules, or its Consumer Arbitration Rules where those apply. The arbitration will be in English before one arbitrator, unless the amount in controversy exceeds US$1,000,000, in which case either party may request three arbitrators. Judgment on the award may be entered in any court of competent jurisdiction. Where you are a consumer, any in-person hearing will be held in the county where you live, or by videoconference at your election.

22.3 Who decides what. The arbitrator decides all questions about the interpretation, scope, applicability, enforceability and formation of this section, except that a court of competent jurisdiction, and not an arbitrator, decides any challenge to the class action waiver in section 22.7.

22.4 Your right to opt out. You may opt out of arbitration by emailing [email protected] with your name, account email and a clear statement that you decline arbitration, within 30 days of first accepting these Terms, or within 30 days of the date these Terms first apply to you, whichever is later. Opting out does not affect any other part of these Terms, and we will not treat it as a reason to refuse or restrict service.

22.5 Small claims. Either party may bring an individual claim in a small claims court with jurisdiction, instead of arbitration.

22.6 Costs. For claims where the amount in controversy is under US$10,000 and you are not a business acting in the course of trade, we will pay the arbitration filing, administration and arbitrator fees, unless the arbitrator finds the claim frivolous. Each party otherwise bears its own legal costs, except as awarded.

22.7 Class action waiver. To the fullest extent permitted by law, disputes will be resolved only on an individual basis, and not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims or preside over any representative proceeding, except with both parties' written consent. If this section 22.7 is held unenforceable as to a particular claim or remedy, that claim or remedy will proceed in court and the rest of this section 22 continues to apply to all other claims.

22.8 Coordinated claims. If 25 or more similar demands for arbitration are filed against us by or with the assistance of the same counsel or a coordinated group, the parties will cooperate with the AAA to administer them in batches of no more than 50, with a single arbitrator per batch and a single set of filing fees per batch. Any limitation period is paused for all claimants until their batch is reached.

22.9 Time limit for claims. To the fullest extent permitted by law, any claim by either party arising out of or relating to these Terms must be brought within one year after the claim arose, or it is permanently barred. This does not apply to you where you are a consumer, or where the law of your jurisdiction does not permit a shortened limitation period.

22.10 Injunctive relief. Either party may seek temporary, preliminary or injunctive relief in a court of competent jurisdiction to protect its confidential information, intellectual property or other proprietary rights.

22.11 Jury trial waiver. To the fullest extent permitted by law, each party waives any right to trial by jury.

22.12 Consumers. This section does not apply to you to the extent Annex A provides otherwise, or to the extent mandatory law in your country of residence prevents it.

23. Governing law and forum

These Terms and any dispute arising out of or relating to them are governed by the laws of the State of New York, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

For any dispute not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and waive any objection to venue or forum non conveniens there.

This choice of law and forum does not deprive you of the protection of mandatory provisions of the law of the country where you habitually reside, where you are a consumer. Where you are a consumer in the EEA or the UK, you may bring proceedings in the courts of the country where you live, and we will bring proceedings against you only there.

24. Export, sanctions and anti-corruption

You represent that you are not, and are not acting for the benefit of, a person subject to sanctions, and that you are not located in a comprehensively sanctioned jurisdiction. You will comply with applicable export control, sanctions, anti-bribery and anti-corruption laws, and will not export or re-export the Services in violation of them.

25. General

25.1 Assignment. You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, reorganisation, change of control or sale of substantially all assets to which they relate.

25.2 Subcontractors. We may use subcontractors and sub-processors, and remain responsible for their performance of our obligations under these Terms, subject to sections 7.3 and 25.5.

25.3 Electronic communications. You consent to receive communications from us electronically, including notices, agreements and disclosures, and you agree that electronic communications satisfy any legal requirement that a communication be in writing. This consent covers all communications relating to your use of the Services. To receive and retain them you need a device with internet access, a current web browser and an email account, and software able to display PDF files. You may request a paper copy of any record, or withdraw this consent, by writing to [email protected]; if you withdraw consent we may be unable to continue providing the Services. You should keep your email address current with us.

25.4 Notices. We may give notice by email to your account address, or by a prominent notice in the Services; our notices are deemed given when sent. You may give notice to [email protected]; your notices are effective on receipt at that address.

25.5 Force majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, internet or telecommunications failures, attacks on or outages of third-party infrastructure, acts of government, epidemics, and failures of Official Sources.

25.6 Independent contractors. Nothing here creates a partnership, joint venture, agency, fiduciary or employment relationship.

25.7 Entire agreement and non-reliance. These Terms, together with the Privacy Policy, the Cookie Policy, the Data Processing Agreement and any document expressly incorporated, are the entire agreement between us on their subject matter and supersede all prior statements on that subject, except any Written Agreement under section 2. You confirm that you have not relied on any statement, representation, assurance or warranty that is not set out in these Terms, and that your only remedy for any such statement is for breach of these Terms. Nothing in this section limits liability for fraud or fraudulent misrepresentation.

25.8 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remainder will continue in effect.

25.9 Waiver. A failure to enforce any provision is not a waiver of it or of any other provision.

25.10 No third-party rights. These Terms do not confer rights on any person other than you and us.

26. Contact

Annex A — Terms for consumers

This Annex applies where you use the Services as a consumer — for purposes wholly or mainly outside your trade, business, craft or profession. Where this Annex conflicts with the main Terms, this Annex prevails. Nothing in these Terms affects your statutory rights.

A1. Your right to cancel within 14 days

If you are a consumer in the European Economic Area or the United Kingdom, you have the right to withdraw from a paid subscription within 14 days of entering into it, without giving a reason.

How to withdraw. Use the cancel function in your account, which is available throughout the withdrawal period, or tell us clearly by emailing [email protected]. You may use the model form at A6, but you do not have to.

Refund. We will refund all payments received from you within 14 days of being told you are withdrawing, using the same payment method you used.

If you asked us to start straight away. If you expressly asked us to begin providing the Services during the withdrawal period and you then withdraw, you must pay a proportionate amount for what was provided up to the point you told us. If you consented to immediate performance of digital content and acknowledged that you would lose your withdrawal right, that right is lost for that content.

A2. Our responsibility to you

We are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our failure to use reasonable care and skill. Loss is foreseeable if it is obvious that it will happen, or if at the time you subscribed both parties knew it might happen.

We do not exclude or limit our liability in any way where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, and for any statutory rights you have in relation to services supplied.

The caps in section 19.2, the time limit in section 22.9, the tax gross-up in section 8.3 and the interest and collection costs in section 8.8 do not apply to you. Our liability to you is as set out in this A2. Section 20 (Indemnity) does not apply to you.

A3. Disputes

Section 22 does not apply to you where mandatory law in your country of residence prevents pre-dispute arbitration agreements or class action waivers against consumers, which is the case throughout the EEA and the UK. Where that law applies to you, you are not required to arbitrate.

Where you are a consumer in the EEA or the UK, you may bring proceedings in the courts of the country where you live, and we will bring proceedings against you only there. EEA consumers may also use the European Commission’s online dispute resolution platform, and may contact a national consumer authority or an alternative dispute resolution body.

Where you are a consumer elsewhere, section 22 applies to you — including your right to opt out of arbitration within 30 days under section 22.4, the small claims option in section 22.5, and the costs provision in section 22.6.

A4. Automatic renewal, in plain terms

Your subscription renews automatically until you cancel. Before you subscribe we show you clearly, and separately from other terms, that it renews, how often, how much it costs and how to cancel. We will not renew you without your affirmative consent to those terms. We remind you at least once a year. You can cancel online at any time, in your account, in no more steps than it took to subscribe.

A5. Changes to these Terms

Where we change these Terms in a way that materially affects you, we will tell you at least 30 days before it takes effect. If you do not accept the change you may end your subscription and we will refund the unused portion of what you have paid.

A6. Model withdrawal form

To: TaxDo Inc., 7901 4th St N, St. Petersburg, FL 33702, United States — [email protected]

I hereby give notice that I withdraw from my contract for the supply of the following service:

Ordered on / received on: ______________
Name of consumer: ______________
Address of consumer: ______________
Signature (only if sent on paper): ______________
Date: ______________

Annex B — API Terms

These API Terms apply whenever you access the Services through our APIs, and form part of these Terms. They add to, and do not replace, the main Terms — in particular sections 9, 13 and 14 apply to API use in full. Where you have a Written Agreement covering API access, that agreement prevails.

B1. Credentials and keys

API keys and access tokens are issued to you and are confidential. You must keep them secret, must not embed them in client-side code or a public repository, and must not share them outside your organisation. You are responsible for all calls made with your credentials until you tell us they are compromised. Tell us immediately at [email protected] if you believe a key has been exposed, and we may revoke and reissue it.

B2. Rate limits and quotas

Your plan sets a call volume, rate limit and any burst allowance, published in the Documentation. We may apply throttling, queuing or temporary blocks to protect the Services. Calls in excess of your entitlement may be rejected, or charged at the overage rate shown at purchase. You may not use multiple accounts, rotating credentials or proxies to exceed a limit.

B3. Storing and reusing results

Section 14.4 governs what you may and may not do with results you obtain, and applies in full to results obtained through the APIs. In summary: you may cache and store results for your own internal business use, but you may not build a substitute database, redistribute results to third parties, use them to train a model, or systematically query the Services to copy our reference data.

B4. Accuracy and refresh

Results reflect what an Official Source held at the time of the query. They are a point-in-time result, not a continuing statement of fact. If you rely on a result where currency matters, you are responsible for re-querying at an appropriate interval. Section 12 applies in full.

B5. Versioning and deprecation

We may release new API versions and modify or deprecate existing ones at any time. Where a change would materially reduce the functionality of a generally available API you are then using, we will give you reasonable notice, except where we determine that notice would create a security risk, or would cause us to breach a legal obligation or an obligation to an Official Source.

We are not obliged to provide any update, but may do so at our discretion. Where we make an update available, you must implement it by the deadline stated in our notice or, if no deadline is stated, within 30 days of the date of that notice. Section 17.2(e) applies if you do not.

Beta, preview and sandbox APIs may change or be withdrawn at any time without notice.

B6. Sandbox and test environments

Sandbox environments are for development and testing. They may return synthetic data, may be reset without notice, and carry no availability commitment. Do not submit production data or personal data to a sandbox.

B7. Logging, attribution and suspension

We log API activity for security, abuse prevention, billing, troubleshooting and capacity planning. Retention of logs relating to Customer Data is described in the Data Processing Agreement; retention of other personal information is described in our Privacy Policy.

You may state factually that you use TaxDo. You may not use our name or marks in a way that suggests endorsement, partnership or certification. Section 13.4 applies to any representation to a third party about Output.

We may suspend or revoke API access under section 17, and additionally where credentials are compromised, where usage patterns indicate abuse or automated circumvention, or where continued access would breach B3.