Effective Date: September 8, 2026
Last Updated: September 8, 2026
Version 2026.2. Download as PDF. This Agreement sits on top of the Licence Agreement, the Data Processing Agreement and the Terms of Service; section 15.1 says which controls when they differ.
Version 2026.2, effective 8 September 2026. This Agreement is accepted online by an authorised representative of the Reseller, or by paying an invoice that references it, as section 16 describes. Every commercial figure the platform enforces (term end, minimum term, offices per bureau licence, grace period, service credits, data export window) is stated here exactly as the platform applies it.
This Reseller and Service Bureau Agreement (the "Agreement") is entered into between TaxPulse Incorporated, a Puerto Rico corporation with its principal place of business in Fajardo, Puerto Rico ("TaxPulse"), and the organization identified at acceptance or on the Order Form ("Reseller"). TaxPulse and Reseller are each a "Party" and together the "Parties". The date on which Reseller accepts this Agreement is the "Effective Date".
TaxPulse operates a cloud platform for tax offices: intake, return preparation, client documents and e-signature, bookkeeping, communications, marketing and related tools (the "Platform"). Reseller wishes to license the Platform to tax offices it recruits and supports, to operate those offices under Reseller's own brand where the Platform allows, and to be responsible for them. This Agreement sets out how that works, what each Party is responsible for, and how each is protected.
1.1 "Bureau Licence" means the right to open and operate one Service Bureau account for a Term, which carries its own allowance of Office Licences, as described in the Licence Agreement.
1.2 "Client Data" means taxpayer and client information, returns, documents and communications created or uploaded by an Office or its clients, as defined in the DPA.
1.3 "DPA" means the TaxPulse Data Processing Agreement published at taxpulse.biz/legal/dpa, as amended from time to time in accordance with its terms.
1.4 "Licence Agreement" means the TaxPulse Service Bureau and Enterprise Licence Agreement published at taxpulse.biz/legal/licensing, version 2026.1 as at the Effective Date, which governs how licences are counted, issued, consumed, renewed and revoked.
1.5 "Office" means a tax office that holds an Office Licence issued by Reseller under this Agreement, and "Downline" means all such Offices together.
1.6 "Office Licence" means the right to open and operate one tax office account for a Term, as described in the Licence Agreement.
1.7 "Order Form" means the TaxPulse invoice, checkout confirmation or written schedule stating the licences, fees and Term Reseller has bought, as described in Schedule A.
1.8 "Term" has the meaning in section 4 and the Licence Agreement.
1.9 "Terms of Service" means the TaxPulse Terms of Service published at taxpulse.biz/legal/terms, which every account on the Platform accepts.
1.10 "Territory" means the United States and the Commonwealth of Puerto Rico. The Platform is not offered outside the Territory.
1.11 "Usage Charges" means metered charges incurred by an account for consumption on the Platform (for example electronic filing platform fees, bank feed connections, telephony and messaging, and AI-assisted features), at the rates shown in the Platform at the time of use.
2.1 Non-exclusive appointment. TaxPulse appoints Reseller as a non-exclusive reseller of Office Licences within the Territory, and Reseller accepts. TaxPulse may appoint other resellers, sell directly, and market to any person, including within any area or market in which Reseller operates.
2.2 No territory, no minimum. Reseller has no exclusive territory and no minimum purchase obligation, unless the Order Form says otherwise. The accounts Reseller introduces are protected as section 2.6 provides.
2.3 Offices, not individuals. The Platform is sold to tax offices. Reseller may issue Office Licences only to businesses that prepare tax returns for others and may not resell the Platform to individual consumers for personal use.
2.4 Independent contractor. Reseller is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture or franchise relationship. Reseller has no authority to bind TaxPulse, to sign anything on its behalf, to accept payment for it (other than directing Offices to Reseller's own billing), or to make any representation on its behalf beyond the Platform's published materials.
2.5 Reseller's own business. Reseller decides whom to recruit, what to charge its Offices, what support to provide them, and how to run its business, subject only to this Agreement and applicable law.
2.6 Protected Accounts. An office, service bureau or enterprise that Reseller introduces to TaxPulse is a "Protected Account" from the day it is (a) issued a licence from Reseller's allowance, or (b) named by Reseller on a written introduction registered in the Platform that TaxPulse acknowledges within five (5) business days, unless that organization was already a TaxPulse customer or in documented discussions with TaxPulse before the introduction. TaxPulse may decline an introduction only on one of those two grounds and will say which. During this Agreement and for three (3) months after it ends (the "Protection Period"), TaxPulse will not directly solicit a Protected Account, will not knowingly contract with one except as sections 13.5 and 14.2 allow, and will not use Reseller's pricing or account information to compete for it. General marketing not targeted at Protected Accounts, and communications an account needs on security, legal, compliance, billing for its own usage and platform service, are not solicitation. The Platform keeps the list of Protected Accounts, which Reseller may see at any time.
3.1 Bureau Licence. Reseller purchases one or more Bureau Licences as stated on the Order Form. Each Bureau Licence opens a Service Bureau account for Reseller and carries an allowance of fifteen (15) Office Licences for the Term, exactly as stated in the Licence Agreement. Additional Office Licences may be bought during the Term at the unit price stated on the Order Form, which does not change during the Term; the price shown in the Platform for Reseller's account is set to it. Where the Order Form states no unit price, the standard rate shown in the Platform for Reseller's kind of account applies, up to the per-purchase ceiling shown there.
3.2 Issuing licences. Reseller may issue Office Licences to Offices from its allowance by invitation or grant through the Platform. A licence is consumed when it is issued and stays consumed for the rest of the Term, whether or not the Office uses it; revoking an Office does not return the slot; cancelling an invitation before it is claimed does. Reseller confirms it has read section 4 of the Licence Agreement, which explains this.
3.3 Every Office accepts the Platform terms. Each Office opens its own account and must accept the Terms of Service and the DPA before use. Reseller will not open an account in an Office's name without that Office's authority, and will name as the Office's owner a person entitled to accept those terms for it.
3.4 What is included. Every account opened under a Bureau Licence or an Office Licence receives every module of the Platform included in its plan, with no per-user charge; the limit is the number of Offices, not the number of people in them. Usage Charges are separate and are described in section 6.4.
3.5 What is not included. This Agreement does not grant any right to the Platform's source code, to copy or host the Platform, to create derivative works, to remove or alter any notice, or to use the Platform other than through the accounts it opens.
4.1 Licence Terms. Every licence Term ends on 31 October and runs for a minimum of three (3) months, so a licence bought close to 31 October runs through 31 October of the following year. The Term end for Reseller's programme is stated on the Order Form. Licences do not carry over between Terms.
4.2 Renewal. Licences do not renew automatically. TaxPulse will contact Reseller before the Term ends with renewal pricing, which may differ from current pricing. If the programme is not renewed before the Term ends, the Platform holds Reseller's account and its Offices for a grace period of seven (7) days after the Term end, after which Reseller's account is paused, its licences lapse, and its Offices are paused with it. Offices are not cut off during the grace period.
4.3 Term of this Agreement. This Agreement starts on the Effective Date and continues for as long as Reseller holds a Bureau Licence in a current Term, or until terminated under section 13.
5.1 Verification. Before issuing a licence, Reseller will verify that the Office is a legitimate business entitled to prepare tax returns and that the named owner may accept the Terms of Service on its behalf.
5.2 Responsibility for the Downline. Reseller is responsible for its Downline's compliance with this Agreement, the Licence Agreement and the Terms of Service. A breach by an Office is treated as a breach by Reseller only where Reseller participated in it, knew or reasonably should have known of it, or failed to act within ten (10) business days after TaxPulse's written notice of it. Reseller cures an Office's breach by suspending or revoking that Office's licence, and TaxPulse will not terminate this Agreement for an Office's breach while Reseller is doing so. TaxPulse may itself suspend an Office at any time under section 13.1 where the breach presents a legal, security or regulatory risk, and will tell Reseller when it does. TaxPulse has no contractual relationship with an Office beyond the Terms of Service and the DPA each of them accepts, and is not a party to any agreement between Reseller and its Offices.
5.3 First line of support. Reseller provides first-line support to its Offices on the matters described in Schedule C. TaxPulse supports Reseller as described in Schedule C. TaxPulse may, but is not obliged to, respond to an Office directly on security, legal or safety matters.
5.4 Commercial arrangements. Any fee split, support obligation, sum payable or other arrangement between Reseller and an Office is Reseller's alone. Where the Platform is configured to record an override percentage of preparation fees in favour of Reseller, that record is a bookkeeping record of an agreed split between Reseller and its Office; it is not a fee payable to or by TaxPulse, and TaxPulse does not collect, disburse, guarantee or arbitrate it.
5.5 Training. Reseller will complete the onboarding TaxPulse makes available and will ensure that the people it names as Office owners are directed to the Platform's training materials.
6.1 Programme fees. Reseller pays the fees stated on the Order Form. Licence fees are payable in advance. Invoices are due on receipt. Licences are issued once the invoice is paid; no account is opened and no Office Licence may be issued before payment clears. A Term begins when the fee is paid and its end date does not move, so an invoice left unpaid shortens the Term it buys.
6.2 Non-refundable. Licence fees are non-refundable, in whole or in part, for the Term in which the licences were issued, including on revocation of an Office, on Reseller's own termination under section 13.4, or on TaxPulse's termination for Reseller's breach.
6.3 Reseller's pricing to Offices. Reseller sets its own prices to its Offices and collects them itself. TaxPulse charges Reseller only the fees on the Order Form and the Usage Charges described in section 6.4. Nothing in this Agreement is a commission or revenue share. Any compensation payable by TaxPulse to Reseller requires a separate written schedule signed by both Parties, as Schedule D describes, and none is in force unless one has been signed.
6.4 Usage Charges. Usage Charges are billed to the account that incurs them, from that account's own prepaid balance on the Platform, at the rates shown in the Platform at the time of use. Reseller is responsible for Usage Charges on its own Service Bureau account. Each Office is responsible for the Usage Charges on its own account. Where Reseller elects in writing to fund its Offices' balances, Reseller is responsible for the amounts it funds. The current charges are published as section 6.8 describes.
6.5 Late payment and suspension. If a renewal or other fee falls due and is not paid, TaxPulse may suspend or terminate the affected licences or this Agreement under section 13. TaxPulse may charge interest on overdue amounts at one percent (1.0%) per month or the highest rate permitted by law, whichever is lower.
6.6 Taxes. Fees are exclusive of sales, use, value-added and similar taxes, which Reseller pays where applicable, other than taxes on TaxPulse's income. Reseller is solely responsible for all taxes, registrations and filings arising from its own sales to Offices.
6.7 Price changes. TaxPulse may change programme pricing for a renewal Term on notice given with the renewal offer under section 4.2. Pricing for a Term already paid does not change during that Term. Renewal pricing for the next Term will not increase by more than ten percent (10%) over the current Term's pricing for the same licences, unless the Order Form says otherwise. A Term is bought one year at a time; the pricing on an Order Form does not change during the Term it buys.
6.8 Usage charge schedule. The only charge for preparing or submitting a return is the platform fee stated at taxpulse.biz/legal/usage-charges, charged once per return when it is submitted for filing; a rejection that is corrected and resent is not charged again, and an amended return is a separate return. The other Usage Charges are data fees (AI assistance, calls, texts, email and bank data) and the price of leads bought in the marketplace, all published on that page, which forms part of this Agreement as at the date of acceptance. TaxPulse may change a data fee on at least thirty (30) days' notice given through the Platform and by email to Reseller's billing contact; a change that passes through an increase from a third-party provider may take effect on shorter notice but is limited to the amount of that increase. The platform fee does not change during a Term.
7.1 Reseller's brand on the Platform. The Platform presents client-facing surfaces (client portal, intake, signing, payment and booking pages) under the brand of the office serving that client, and allows a Service Bureau and its Offices to set a name, logo, colours and a custom domain within the controls the Platform provides. TaxPulse grants Reseller a limited, non-exclusive, non-transferable licence for the Term to present those surfaces under Reseller's brand using those controls. TaxPulse may retain attribution, legal notices and system messages where the Platform displays them, and Reseller will not remove, obscure or alter them.
7.2 Custom domains. Reseller is responsible for owning, renewing and lawfully using any domain it connects to the Platform, and for the accuracy of the records it configures. TaxPulse may disconnect a domain that is not verified, that infringes a third party's rights, or that is used in breach of this Agreement.
7.3 TaxPulse marks. Reseller may state that its Offices operate on TaxPulse and may use TaxPulse's name and marks for that purpose in a form TaxPulse has approved in writing, including the statements in Schedule B. Reseller acquires no right in TaxPulse's marks and will not register or use any name, mark, domain or social handle confusingly similar to them.
7.4 Truthful marketing. Reseller will make no representation about the Platform beyond TaxPulse's published materials and truthful statements of its own experience. Without limiting that: Reseller will not state or imply that TaxPulse prepares, reviews, signs or files tax returns; will not describe a return as filed until the Platform reports an acknowledgement from the taxing authority; will not represent that electronic filing or any bank product is available in a jurisdiction or at a time when the Platform does not offer it; will not describe any estimate, projection or calculation as anything but an estimate that a qualified preparer must verify; and will not state or imply endorsement by the Internal Revenue Service, any state agency or any financial institution.
7.5 Marketing compliance. In soliciting Offices, Reseller will comply with all applicable law, including the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act and applicable do-not-call rules, and will not use the Platform's messaging tools to solicit anyone who has not given the consent the law requires.
7.6 Publicity. Neither Party will issue a press release naming the other without the other's written approval. TaxPulse may list Reseller by name and logo as a reseller with Reseller's written approval, which Reseller may withdraw on notice.
8.1 Client Data belongs to the Office. Client records, tax returns and documents created by an Office belong to that Office, not to Reseller. Reseller's ability to see an Office's data is limited to what the Platform grants Reseller's role and what the Office authorises. Licensing an Office does not by itself give Reseller any right to access its clients' tax information for any purpose of Reseller's own.
8.2 Section 7216 and safeguards. Where Reseller does access Client Data, it does so as a person subject to the same consent requirements of IRC section 7216 and the confidentiality obligations of section 6713 as any other person handling that information, and to the safeguarding obligations of the Gramm-Leach-Bliley Act and IRS Publication 4557 to the extent they apply to it. Reseller will not use Client Data for marketing, list-building, model training or any purpose other than serving the Office and its clients.
8.3 Data processing. TaxPulse processes Client Data as a processor for each Office under the DPA. Where TaxPulse processes personal data of Reseller's own staff or prospects, it does so under the Privacy Policy. A current list of subprocessors is available on request, and TaxPulse gives notice of material changes as the DPA provides.
8.4 Security. TaxPulse maintains the administrative, technical and physical safeguards described in the DPA and its security documentation, including encryption in transit and at rest for sensitive fields, role-based access control, logging and monitoring. TaxPulse will notify Reseller without undue delay after becoming aware of a confirmed breach of security affecting Reseller's account data, and will notify affected Offices as the DPA provides. TaxPulse has not completed a SOC 2 examination as at the Effective Date and makes no representation that it has; TaxPulse will make its current security documentation available to Reseller on request under section 8.6.
8.5 AI-assisted features. The Platform includes AI-assisted features that process Client Data through TaxPulse's AI subprocessors as auxiliary service providers under section 7216. TaxPulse does not permit those subprocessors to use Client Data to train models. Outputs of AI-assisted features are aids that a qualified person must verify before relying on them, and Reseller will describe them to Offices that way.
8.6 Confidentiality. Each Party will keep the other's Confidential Information confidential, use it only for this Agreement, and protect it with at least reasonable care, for the term of this Agreement and three (3) years after, and for as long as it remains a trade secret. "Confidential Information" means non-public information disclosed by a Party that is marked or would reasonably be understood as confidential, including pricing, product plans, security documentation and the terms of this Agreement, but not information that is public through no fault of the recipient, already known to the recipient, independently developed, or received from a third party without restriction. A Party may disclose Confidential Information where the law requires, on notice to the other where lawful.
8.7 Professional responsibility rests with the Offices. TaxPulse provides software. It does not prepare tax returns, does not act as a tax preparer, and does not review the substance of any return prepared on the Platform. Each Office remains solely responsible for holding every credential required for its work, including a PTIN for each preparer and an EFIN where returns are transmitted electronically, for the accuracy of every return, and for compliance with IRS Circular 230, the due-diligence requirements of IRC section 6695(g) and applicable state law. A licence issued under this Agreement is not a representation by TaxPulse that an Office is qualified, credentialed or permitted to prepare returns in any jurisdiction.
8.8 Electronic filing and bank products. Electronic filing through the Platform is available only where TaxPulse holds the authorisations the Internal Revenue Service and the relevant state require and the Office holds its own EFIN, and a return is prepared, not filed, until the Platform records an acknowledgement. Bank products offered through the Platform are provided by financial institutions under their own programme agreements and enrolment; TaxPulse is not a bank and provides no financial product. TaxPulse will tell Reseller when electronic filing or bank product availability changes materially.
8.9 Compliance with law. Each Party will comply with all laws applicable to it in performing this Agreement, including anti-bribery, sanctions and export laws. Reseller will not offer or give anything of value to any person to obtain business for TaxPulse or itself in breach of law.
9.1 Availability. TaxPulse commits to a Monthly Uptime Percentage of at least 99.9% for every paid plan, measured and published at taxpulse.biz/status, with the service credits, exclusions and claim process set out in section 13 of the Terms of Service. Service credits are the sole remedy for a failure to meet that commitment. For Reseller's programme, "Monthly Fee" means one twelfth of the annual programme fee on the Order Form.
9.2 Support. Support channels, hours and target response times for Reseller, and the matters Reseller handles for its Offices, are set out in Schedule C.
9.3 Changes to the Platform. TaxPulse may improve, add to or change the Platform during the Term provided it does not materially reduce the core functionality Reseller's Offices use for return preparation, client documents and communications. TaxPulse will give at least forty-eight (48) hours' notice of scheduled maintenance and at least sixty (60) days' notice before retiring a module in general use.
10.1 TaxPulse and its licensors own the Platform, its software, designs, documentation, training materials, and all improvements, and all aggregated and de-identified analytics derived from its operation. Reseller receives only the rights expressly stated in this Agreement.
10.2 Reseller owns its own brand, marks, domains and business information. Reseller grants TaxPulse a limited licence to display Reseller's brand within the Platform as Reseller configures it, for the Term.
10.3 Suggestions and feedback given by Reseller may be used by TaxPulse without obligation.
10.4 Reseller will not reverse engineer, decompile, scrape, benchmark for publication, or build a competing product with the aid of, the Platform.
11.1 Mutual. Each Party warrants that it is duly organised, that it has authority to enter this Agreement, and that doing so does not breach any other agreement binding on it.
11.2 TaxPulse. TaxPulse warrants that the Platform will perform materially as described in its published documentation and that it will provide the Platform with reasonable skill and care. Reseller's remedy for breach of this warranty is for TaxPulse to correct the non-conformity or, if it cannot within a reasonable time, to refund the prepaid fees for the unused portion of the Term for the affected licences, which is Reseller's exclusive remedy for that breach.
11.3 Reseller. Reseller warrants that it will perform this Agreement in a professional manner, that the Offices it licenses are verified as section 5.1 requires, and that its marketing is truthful and lawful as section 7 requires.
11.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT AND IN SECTION 13 OF THE TERMS OF SERVICE, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE", AND TAXPULSE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TAXPULSE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT ANY TAX CALCULATION IS CORRECT WITHOUT VERIFICATION BY A QUALIFIED PREPARER, OR THAT ANY RETURN WILL BE ACCEPTED BY A TAXING AUTHORITY.
12.1 By TaxPulse. TaxPulse will defend Reseller against any third-party claim that the Platform, as provided by TaxPulse and used in accordance with this Agreement, infringes that third party's United States patent, copyright or trademark or misappropriates its trade secret, and will pay the damages and costs finally awarded or agreed in settlement. TaxPulse has no obligation for claims arising from Reseller's brand, content, data, modifications or combination with anything not supplied by TaxPulse. If the Platform is or is likely to be enjoined, TaxPulse may procure the right to continue, modify the Platform so it does not infringe, or terminate the affected licences and refund prepaid fees for the unused portion of the Term.
12.2 By Reseller. Reseller will defend and indemnify TaxPulse, its officers, directors, employees and agents against any third-party claim, and the resulting damages, costs and reasonable attorneys' fees, arising from: Reseller's marketing, representations or conduct in breach of section 7; Reseller's breach of this Agreement, the Licence Agreement or the Terms of Service; Reseller's own preparation, filing or handling of any tax return or Client Data; any agreement between Reseller and an Office; Reseller's violation of law; or the conduct of an Office where that conduct is attributable to Reseller under section 5.2. Reseller's indemnity for the conduct of an Office applies only where that conduct is attributable to Reseller under section 5.2, and is limited, for Office conduct alone, to two (2) times the fees paid by Reseller to TaxPulse under this Agreement in the twelve (12) months preceding the claim. Reseller's indemnity for its own marketing, representations, breaches and violations of law is not limited by the preceding sentence. Each Office indemnifies TaxPulse directly under the Terms of Service it accepts.
12.3 Procedure. The indemnified Party will give prompt notice of the claim, allow the indemnifying Party to control the defence and settlement, and cooperate reasonably. No settlement that admits fault or imposes obligations on the indemnified Party may be made without its consent, not to be unreasonably withheld.
12.4 Exclusion of indirect loss. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITY, ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
12.5 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY RESELLER TO TAXPULSE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.6 Higher cap for security claims. For claims arising from TaxPulse's breach of section 8.4 or of the DPA, TaxPulse's total liability will instead not exceed two (2) times the fees paid by Reseller to TaxPulse under this Agreement in the twelve (12) months preceding the event giving rise to the claim.
12.7 Exceptions. Sections 12.4, 12.5 and 12.6 do not apply to a Party's indemnity obligations under sections 12.1 and 12.2, to Reseller's payment obligations, to a Party's breach of section 8.6, to a Party's infringement or misappropriation of the other's intellectual property, or to liability that cannot be limited by law. The limit stated in section 12.2 for the conduct of an Office is not affected by this section.
13.1 Suspension. TaxPulse may suspend a licence, Reseller's account or this Agreement on written notice if a renewal or other fee falls due and is not paid, if Reseller or an Office breaches this Agreement, the Licence Agreement or the Terms of Service, or if continued access presents a legal, security or regulatory risk that cannot be addressed by narrower means. TaxPulse will lift a suspension promptly once the cause is resolved.
13.2 Termination for cause. Either Party may terminate this Agreement on written notice if the other materially breaches it and, where the breach can be cured, fails to cure within fifteen (15) days of notice, except that TaxPulse may terminate immediately where the risk is immediate. Either Party may terminate on notice if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed that is not discharged within sixty (60) days.
13.3 Non-renewal. Either Party may decline to renew at the end of a Term without liability, subject to section 4.2.
13.4 Termination by Reseller. Reseller may terminate this Agreement at any time on written notice. Fees already paid are not refunded.
13.5 Transition after termination. If this Agreement ends, the licences Reseller issued end with it and Protected Accounts enter a transition of sixty (60) days (the "Transition Period"), during which each keeps read and export access to its own records at no charge. During the Transition Period TaxPulse will not solicit Protected Accounts and will act on Reseller's written instructions to move them to another reseller or programme of Reseller's choice. A Protected Account may open a direct account with TaxPulse only (a) at Reseller's written direction, (b) after the Transition Period if Reseller has not placed it elsewhere, or (c) at any time where Reseller has ceased trading, is insolvent, or has failed for thirty (30) days to provide the support in Schedule C after notice. Where (b) or (c) applies within the Protection Period, section 14.2 applies. TaxPulse is not obliged to offer an account Reseller's pricing, and Reseller will not obstruct an account's move made in accordance with this section. Nothing in this section limits an account's right to export its data under section 13.6.
13.6 Data after termination. At any time, and for thirty (30) days after an account ends, its owner may take a complete export of the account with one action in the Platform. The export contains, in open formats: client records and contact details; every tax return with its data and any prepared PDF; every file uploaded to the account, whether by the office or by its clients; communications logs; notes, tasks and appointments; engagement letters and signature records with their audit trails; bookkeeping records for every book, including the chart of accounts, journal, bank lines, customers, vendors, invoices and bills, and the financial statements; and the account's own settings and members. After thirty (30) days the data is deleted unless the law requires longer retention, as the Terms of Service and the DPA provide.
13.7 Survival. Sections 1, 2.6, 5.2, 5.4, 6 (as to amounts accrued), 8, 10, 11.4, 12, 13.5 to 13.7, 14, 15 and 16 survive termination.
14.1 During the term of this Agreement and for twelve (12) months after, neither Party will solicit for employment any employee of the other with whom it dealt under this Agreement, other than through general advertising not targeted at that person.
14.2 Non-circumvention. If, during the Protection Period, TaxPulse contracts directly with a Protected Account, TaxPulse will pay Reseller a referral fee of twenty percent (20%) of the licence fees TaxPulse actually collects from that account, net of refunds, credits and chargebacks, for the twelve (12) months following the first direct payment, paid quarterly in arrears within thirty (30) days of quarter end against Reseller's invoice. No fee is due on Usage Charges, on accounts that are not Protected Accounts, or where the direct contract was at Reseller's written direction under section 13.5(a) and Reseller waived the fee in that direction. This referral fee is compensation for an introduction and is not a share of Reseller's own sales; Schedule D governs any other compensation.
15.1 Order of precedence. If documents conflict: an Order Form controls over this Agreement on the commercial terms it states; this Agreement controls over the Licence Agreement except on matters of licence mechanics (counting, issuance, consumption, renewal and revocation), where the Licence Agreement controls; the DPA controls on the processing of Client Data; and the Terms of Service control on everything else.
15.2 Notices. Notices must be in writing and sent by email with confirmation of transmission, or by courier. Notices to TaxPulse go to TaxPulse Incorporated, Fajardo, Puerto Rico, sales@taxpulse.biz, attention Legal. Notices to Reseller go to the email address of the person who accepted this Agreement and to the billing contact on the Order Form, or to addresses later notified in writing.
15.3 Governing law and disputes. This Agreement is governed by the laws of the Commonwealth of Puerto Rico, without regard to conflict-of-laws rules. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, seated in Puerto Rico, before a single arbitrator, in English. At either Party's request, hearings and conferences in the arbitration may be held by video conference, and the arbitrator may decide a dispute in which the amount claimed is under fifty thousand dollars ($50,000) on the written submissions alone. The seat of the arbitration remains Puerto Rico. Either Party may seek interim relief from a court of competent jurisdiction to protect its intellectual property or Confidential Information. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.
15.4 Assignment. Neither Party may assign this Agreement without the other's written consent, except that TaxPulse may assign it to an affiliate or to a successor in a merger, acquisition or sale of substantially all its assets on notice to Reseller.
15.5 Force majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations, provided it uses reasonable efforts to resume. Failures of TaxPulse's hosting, database or other infrastructure providers are not force majeure for the purposes of the availability commitment in section 9.1.
15.6 Entire agreement; amendment. This Agreement, its Schedules and the documents it incorporates are the entire agreement on their subject and supersede all prior discussions. Amendments must be in writing and agreed by both Parties, except that TaxPulse may update the Terms of Service, the DPA and the Licence Agreement in accordance with their own terms, and may publish a new version of this Agreement. TaxPulse will give Reseller at least thirty (30) days' notice of a new version that materially reduces Reseller's rights, during which Reseller may terminate under section 13.4 without the change taking effect against it; otherwise the new version applies from the start of Reseller's next Term.
15.7 Severability; waiver. If any provision is held unenforceable it will be enforced to the maximum extent permitted and the rest remains in effect. A waiver must be in writing and applies only to the instance stated.
15.8 No third-party beneficiaries. Offices are not third-party beneficiaries of this Agreement and have no right to enforce it.
15.9 Electronic records. This Agreement, its acceptance and every Order Form may be made and kept electronically, in accordance with the Electronic Signatures in Global and National Commerce Act, and each is an original.
16.1 How Reseller accepts. Reseller accepts this Agreement when a person authorised to bind it does any of the following: accepts it online in the Platform or through a link TaxPulse sends, by typing their name and title and confirming acceptance; or pays an invoice or completes a checkout that references it. Continued use of a Service Bureau account after a new version is published, once the notice in section 15.6 has run, is further acceptance of that version.
16.2 What TaxPulse records. TaxPulse records the version accepted, the name, title and email address of the person accepting, the organization named, the date and time, and the network address and browser from which acceptance was given, and sends a copy of the Agreement and that record to the person accepting. That record is conclusive evidence of acceptance absent manifest error.
16.3 Authority. The person accepting represents that they are authorised to bind Reseller. If they are not, they accept this Agreement personally, and TaxPulse may suspend the account until an authorised person accepts.
The Order Form for a programme is the TaxPulse invoice, checkout confirmation or written schedule that states the following. Where a figure is not stated, the Platform's current price for Reseller's account applies.
Reseller may use the following statements about the Platform without further approval. Any other statement about the Platform's capabilities requires TaxPulse's written approval.
Statements Reseller may not make are listed in section 7.4 of the Agreement.
TaxPulse to Reseller. Business hours are 9:00 to 18:00 Eastern Time, Monday to Friday, excluding United States federal holidays.
| Matter | Channel | Hours | Target first response |
|---|---|---|---|
| Platform unavailable or data at risk (Severity 1) | support@taxpulse.biz with "Severity 1" in the subject, or +1 (787) 468-3300 | 24 hours a day, 7 days a week | 2 hours |
| Feature not working, no workaround (Severity 2) | support@taxpulse.biz | Business hours | 4 business hours |
| Question, request, cosmetic issue (Severity 3) | support@taxpulse.biz | Business hours | 1 business day |
| Licence, billing and account administration | support@taxpulse.biz | Business hours | 1 business day |
TaxPulse publishes incident status at taxpulse.biz/status and posts updates there during a Severity 1 incident at least every two (2) hours until resolved.
Reseller to its Offices. Reseller handles first-line support for its Offices on: account set-up and user administration, training on Platform features, Reseller's own pricing and billing, and the first triage of any reported problem. Reseller escalates to TaxPulse anything it cannot resolve, with the steps to reproduce, and TaxPulse responds to Reseller under the table above. TaxPulse may contact an Office directly on security, legal or safety matters.
No commission, referral fee or revenue share is payable by TaxPulse to Reseller under this Agreement. Any such arrangement requires a separate written schedule signed by both Parties that states the type of compensation, its basis and rate, that it is calculated only on revenue actually collected by TaxPulse net of refunds, credits and chargebacks, when it is paid, and for how long. Any arrangement of that kind is subject to TaxPulse's review of money-transmission and licensing requirements in the jurisdictions concerned before any payment is made.