Tax Strategies Marketing, LLC
1. Acceptance of this Agreement.
o When you access or otherwise use the Site , you acknowledge, agree to, and are bound by, the terms and conditions of this Agreement. If you do not agree to be bound by this Agreement, do not continue to access or otherwise make use of the Site. Please note that certain uses of the Site or Service may be subject to separate agreements that will be provided to you prior to such use.
o Restrictions on Acceptance. When you access or otherwise make use of the Site you acknowledge and agree that:
a) if you are accepting this Agreement on behalf of any legal entity, including any company, organization, government, or governmental agency, you have been authorized to do so and to act on behalf of such legal entity;
b) you have read and understand all of the provisions, terms and conditions set forth in this Agreement;
c) you will be bound by all of the provisions, terms and conditions set forth in this Agreement;
d) you are at least eighteen (18) years of age;
e) you have the right, authority and capacity to enter into this Agreement and the Advisory and to abide by all terms and conditions of this Agreement;
f) this Agreement is the legal equivalent of a signed, written contract between you and TDS whether or not you have signed it if you access the Site.
If you are unable or unwilling to confirm the above statements, then you must not accept this Agreement or otherwise access or make use of the Site.
2. Unless context requires otherwise, capitalized terms not defined within the Agreement shall have the following meanings:
o “Affiliate” means, with respect to a Party, any person, firm, corporation, partnership (including general partnerships, limited partnerships, and limited liability partnerships), limited liability company, or other entity that now or in the future, directly controls, is controlled with or by or is under common control with such Party.
o “Applicable Law” means any and all applicable federal, state and local laws, statutes, ordinances, regulations, rules, opinions, interpretive letters and other official releases of or by any government, or any authority, department or agency thereof which are now in effect or which may come in to effect at any time during the Term (defined below).
o “Content” means any text, pictures, graphics, logos, button items, images, works of authorship and other content (collectively with all information about the Site and Service).
o “TDS”, “we”, “our” or “us” shall mean TDS, including as the owner of StartAnExchange.com.com.
o References to Sections and applicable appendices are to be construed as references to the Sections of, and Appendices to, this Agreement, unless otherwise indicated. The singular includes the plural, and the plural includes the singular. All references to “hereof,” “herein,” “hereunder and other similar compounds of the word “here” shall mean and refer to this Agreement as a whole rather than any particular part of the same. The terms “include” and “including” are not limiting.
3. Amendments. TDS reserves the right to change, modify, supplement, or update this Agreement (each, an “Amendment”), from time to time without advance notice by posting such Amendment on the Site or otherwise providing a copy to you. We encourage you to periodically review this Agreement including any Amendments. In the event that an Amendment to this Agreement materially modifies your rights or obligations we will take commercially reasonable measures to notify you of such Amendment, which may include posting notices on the website or mobile application or sending notices to you at your email address. You acknowledge and agree that you will be bound by any such Amendment if you continue to access or use the Site after such amendment is posted or otherwise provided to you.
4. Service. We provide a platform that assists you with evaluating certain tax and related strategies. This is all for educational purposes and is not legal our accounting advice. You should consult with legal or accounting professionals for such advice, not Defcertax.com. Your rights and obligations with respect to the Site are personal to you and you may not transfer such rights and obligations to any other person or entity.
6. Accuracy and Changes to User Information. You agree to provide accurate, up-to-date User Information when registering to access Defertax.com and when you otherwise access or make use of the Site. You further agree to promptly update all your User Information whenever the information provided to us by you is found to be or becomes inaccurate. We are not responsible for any Service-related issues or errors arising from your failure to submit or maintain current and accurate User Information. If we determine, in our sole discretion, that you have failed to submit or maintain current and accurate User Information, we may temporarily suspend or terminate your access to the Site.
7. Disclosure and Consent to Electronic Communications.
o Consent to Electronic Communications. When you accept this Agreement, you acknowledge that TDS May provide certain information, including information regarding your use of the Site (“Communications”), to you electronically through email, the Site or links to notices posted on the Site, unless and until you withdraw your consent or “opt out” as described below. You understand that the communications referenced in this section do not include SMS text messages unless you otherwise give your express consent to receive SMS text messages for this purpose. You agree that all agreements, notices, disclosures and other Communications that we provide to you electronically satisfy any legal requirement that such Communications be in writing. You further agree that any Communications provided by us electronically are deemed to be given and received on the date we transmit any such Communication as described in this Agreement. The categories of Communications that may be provided by electronic means include:
a) any Amendments to this Agreement;
b) disclosures or notices provided in connection with the Service, including any such notice required by Applicable Law;
c) any customer service communications, including communications with respect to claims of error or unauthorized use of the Site; and
d) any other communication related to the Site.
o Although TDS reserves the right to provide Communications in paper format at any time, you agree that TDS is under no obligation to do so unless you first notify us, in writing, of your request to receive further communications in a paper format and your decision to opt out of receiving Communications. All Communications in either electronic or paper format will be considered to be in writing. You should print a paper copy of this Agreement and any Communication that is important to you and retain the copy for your records. If you do not wish to enter into this Agreement electronically, you may not use the Site or Service.
o Timing of Communications. Any electronic Communications will be deemed to have been received by you no later than five (5) Business Days after TDS sends it to you by email or posts such Communication on the Site, whether or not you have received the email or retrieved the Communication from the Site. An electronic Communication by email is considered to be sent at the time that it is directed by TDS’s email server to your email address. You agree that these are reasonable procedures for sending and receiving electronic Communications.
o Updated User Information. You agree to promptly update your User Information if such information changes so that TDS May contact you electronically. You understand and agree that if TDS sends you an electronic Communication, but you do not receive it because the email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive such electronic Communications, TDS will be deemed to have provided the Communication to you.
o System Specifications. In order to access, view, and retain electronic Communications that TDS provides to you, you must have access to: (a) a computer with an Internet connection; (b) a current or previous major release version (up to the second most recent version) of either Firefox, Internet Explorer, Chrome, or Safari with cookies enabled and Adobe Acrobat Reader to open documents in .pdf format; (d) sufficient electronic storage capacity on your computer’s hard drive or other data storage unit to save past Communications and/or an installed printer to print them; and (e) an email account with an Internet service provider and email software. Your access to the Site through your device verifies that your device meets these requirements.
o Reservation of Rights. TDS reserves the right, in its sole discretion, to discontinue the provision of electronic Communications to you, or to terminate or change the terms and conditions under which Worde provides electronic Communications. TDS will provide you with notice of any such termination or change as may be required by Applicable Law.
8. Ownership of Content and Services. You acknowledge and agree that, except as otherwise expressly stated, all Content appearing on the Site is the copyrighted work of TDS or its third-party content suppliers and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all Content is also the exclusive property of TDS and is protected by U.S. and international copyright laws. You may download information and print out a hard copy for your personal use provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained in the information. Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or Content obtained from the Site or Services, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of TDS or any applicable third party suppliers. The use of Content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by TDS. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. TDS does not warrant or represent that your use of Content will not infringe rights of third parties.
9. Ownership of Information Submitted via the Site.
o Any communication or other material (including any text communication, health information, photograph, video, or other audio or visual work) submitted or posted to or through the Site (“Submission”) will be considered non-confidential. Unless otherwise expressly stated in writing by TDS, no compensation will be paid with respect to the use of any Submission. TDS shall have no obligation to preserve, return or otherwise make available to you or others any Submission.
o Subject to limits under applicable law with regard to identifiable information, you understand and intend that by providing your Submission to TDS, you hereby waive any privacy expectations that you may have with respect to any such Submission. You hereby agree, subject to the Applicable Law, that TDS is the full owner of all right, title, and interest in any content or information extracted, derived, or otherwise created from such Submission, and you agree to hold TDS and its affiliates, subsidiaries, licensees, sponsors and assigns harmless from and against, and hereby waive any right to pursue, any claims of any nature arising in connection with the inclusion in, publication via or display on any TDS site, or any other use authorized under these Terms, of your Submission. You further hereby agree that any Submission by you will be accurate and will not be intended to mislead, harm or cause damage to TDS, any User, any Third Party or any other party, and you agree to indemnify, defend and hold harmless TDS against any and all claims, liabilities and damages caused by any Submission from you or any Third Party.
o You understand and agree that, if any other User of the Site shares or provides you with access to their Submission, or if you otherwise access any Submission, you will not obtain, as a result of your use of the Site, any right, title, or interest in or to such Submission. You agree to maintain the confidentiality and integrity of such Submission and/or to any shared Content and to use or disclose such Submission and/or Content only as authorized by their owner. You understand and agree that you shall be solely liable for any damages arising out of or related to your breach of these obligations, and you agree to indemnify TDS for any liabilities or damages arising out of or related to any breach of your duty to maintain the confidentiality and integrity of such Submission and/or any shared Content and to use or disclose such Submission and/or Content only as authorized by their owner.
10. Feedback. Please be advised that if you send or submit to TDS creative ideas, suggestions, inventions, or materials (“Feedback”), TDS shall: (i) own, exclusively, all now known or later discovered rights to the Feedback; (ii) not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Feedback; and (iii) be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
11. Limited License and Site Access; All Rights Reserved. Use of the Site is limited to persons 18 years of age or older. Subject to your compliance with this Agreement, TDS hereby grants you a limited license to access and make use of these Site, but not to download (other than page caching or downloading of PDF forms, statements, etc. provided as part of the Site) or modify the Site, or any portion of thereof, except with express written consent of TDS. The Site also contains the Content, and the license granted in this Section does not include any resale or commercial use of the Content; any derivative use of the Content; or any use of data mining, robots, or similar data gathering and extraction tools. The Site or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of TDS. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of TDS without TDS’s express written consent. You may not use any meta-tags or any other “hidden text” utilizing any of TDS’s name(s) or service marks without the express written consent of their owners. We (or the respective third-party owners of Content) retain all right, title, and interest in the Site and any Content offered on the Site, including any and all intellectual property rights. Any software applications available on or through the Site are licensed, not sold, to you. TDS may assign this Agreement or any part hereof, without restrictions. You may not assign this Agreement or any part hereof, nor transfer or sub-license your rights under this Agreement, to any third party. We (or the respective third-party owners of Content) reserve all rights not expressly granted. Any unauthorized use terminates the permission or license granted by TDS.
12. Your Use of the Site.
o Use of Site in Accordance with this Agreement and Applicable Law. You will not use the Site for any illegal purpose. You will only use the Site in accordance with the terms and conditions of this Agreement and Applicable Law.
o Responsibility for User Information; Unauthorized Access and Transfers. You hereby acknowledge and agree that you are responsible for maintaining and protecting accurate and current User Information. If you believe that your User Information or a device that you use to access any Site has been lost or stolen, that someone is using the Site with your User Information and without your authorization, or that an unauthorized transaction has occurred, you must notify us immediately.
o Prohibited Use. Any use or attempted use of the Site (i) for any unlawful, unauthorized, fraudulent or malicious purpose, or (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, or (iii) interfere with any other party’s use and enjoyment of the Site, or (iv) to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means, or (v) to access systems, data or information not intended by TDS to be made accessible to a user, or (vi) attempt to obtain any materials or information through any means not intentionally made available by TDS, or (vii) any use other than the business purpose for which it was intended, is prohibited. In addition, in connection with your use of the Site, you agree you will not:
a) provide access to the Site to any third party unless such third party ;
b) upload or transmit any message, information, data, text, software or images, or other content (“Material”) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;
c) create a false identity for the purpose of misleading others or impersonate any person or entity, including any TDS representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d) upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
e) upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
f) delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
g) use the Site’s communication features, if any, in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);
h) upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation, commercial or otherwise;
i) violate any Applicable Law or international law;
j) upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party;
k) delete or revise any material posted by any other person or entity;
l) manipulate or otherwise display the Site by using framing, mirroring or similar navigational technology or directly link to any portion of the Site other than the main homepage;
m) probe, scan, test the vulnerability of or breach the authentication measures of, the Site or any related networks or systems;
n) register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for the Service if you are not expressly authorized by such party to do so;
o) harvest or otherwise collect information about others, including e-mail addresses; or (P) use any robot, spider, scraper, or other automated or manual means to access the Site or copy any content or information on the Site.
13. Indemnification. You agree to release, indemnify, and hold harmless TDS and its Affiliates, and their respective officers, directors, employees and agents, (“Indemnified Persons”) harmless from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or inability to use the Site; (b) your breach of this Agreement; (c) your violation of any rights of a third party; (c) your violation of any Applicable Law; or (d) your failure to provide and maintain true, accurate, current and complete User Information and Contact Information.
14. Warranties and Disclaimers.
o Limitation of Liability. YOU UNDERSTAND AND AGREE THAT TDS, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUCCESSORS, AGENTS, AFFILIATES, OR ANY RELATED COMPANIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SITE OR THIS AGREEMENT, EVEN IF TDS HAS BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE THE SITE, PRODUCTS AND SERVICE OR CONTENT, THE COST OF OBTAINING SUBSTITUTE PRODUCTS AND SERVICE RESULTING FROM ANY LOSS OF DATA, INFORMATION, PRODUCTS AND SERVICE OBTAINED FROM TRANSACTIONS ENTERED INTO THROUGH THE SITE OR SERVICE, OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE SITE AND SERVICE OR CONTENT. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE AND SERVICE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE RIZE DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE SITE.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
o No Warranties. YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TDS, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (1) WARRANTIES THAT THE SITE AND SERVICE WILL MEET YOUR REQUIREMENTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SITE, SITE CONTENT OR SERVICE; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICE RECEIVED THROUGH OR ADVERTISED ON THE SITE OR ACCESSED THROUGH THE SITE; (5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICE; (6) WARRANTIES THAT YOUR USE OF THE SITE OR SERVICE WILL BE SECURE OR UNINTERRUPTED; VIRUS-FREE OR ERROR-FREE AND (7) WARRANTIES THAT ERRORS IN THE SITE OR SERVICE WILL BE CORRECTED.
TDS does not warrant or make any representations regarding availability, accuracy, reliability, completeness, or timeliness of the materials, text, graphics, and or links associated with the Site. If your use of the Site or the materials, text, graphics, and or links associated with the Site results in the need for servicing or replacing equipment or data, TDS is not responsible for those costs.
15. Term and Termination.
o This Agreement shall commence on the date you first sign this Agreement or access the Site and remain in effect until either Party terminates this Agreement in accordance with the terms hereof (the “Term”).
o Termination Rights of TDS. TDS may terminate this Agreement at any time in its sole discretion.
o Your Termination Rights. You may terminate this Agreement at any time by ending your use of the Site and the Service and notifying TDS.
16. Binding Arbitration. Arbitration Process. Any dispute arising from or related to this Agreement shall be resolved by confidential binding arbitration before Judicial Arbitration and Mediation Service (“JAMS”) pursuant to the Federal Arbitration Act (9 U.S.C. Secs 1, et seq.). Such dispute will be submitted to confidential binding arbitration only in Orange County, California. If not superseded by Federal law, this Agreement shall be governed by and interpreted under the laws of the State of California. The prevailing party in any arbitration brought pursuant to this Agreement shall be awarded its costs, including reasonable attorneys’ fees.
18. Risks. You acknowledge and agree to certain risks including the following:
o Data provided by the Site may not be free from error or inaccuracies.
o Actions by third parties, including governmental entities can affect the information set forth in the Site.
19. Relationship of the Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your access or use of the Site. Our performance under this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the Site or information provided to or gathered by us with respect to such use.
20. General Terms.
o The waiver by TDS of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.
o Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement will be deemed entered into in California and will be governed by and interpreted in accordance with the laws of the State of California, without regard to conflict of laws principles. The Parties agree that any dispute arising under this Agreement will be resolved generally pursuant to the Binding Arbitration section above, but, if resort to the courts is necessary, exclusively in the state or federal courts in California and the Parties hereby expressly consent to jurisdiction therein, waiving any defenses of jurisdiction or forum non conveniens. THE PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY.
o Third Party Beneficiaries. Except as limited herein, this Agreement and the rights and obligations hereunder shall bind and inure to the benefit of the Parties and their successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the Parties and their successors and permitted assigns, any of the rights hereunder.
o Entire Agreement. This Agreement, as may be amended from time to time, and each of its exhibits or appendices, constitute and contain the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each Party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
o All provisions of this Agreement that by their nature extend beyond the expiration or termination of this Agreement, including Sections 1, 2, 3, 4, 5 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 20, and the definitions herein as applicable to interpretation of the foregoing shall survive the termination of this Agreement.
o If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the Parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.
o You may not transfer or assign this Agreement nor any your rights hereunder to any third party and any attempt to so transfer or assign will be rendered null and void. Notwithstanding the foregoing, TDS may assign this Agreement or any rights hereunder without consent: (i) to an entity that acquires all or substantially all of its stock, assets or business; or (ii) to an Affiliate. Except as provided in this section, any attempts by either Party to assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other Party shall be null and void.
o Contacting Us. If you have any questions about this Agreement, please contact us by using the contacts tab at https://defertax.com/contact/. We will respond to your questions or concerns within 10 business days after we receive them.
TAX STRATEGIES Marketing LLC, Carl Worden
including as owner of Defertax.com, StartAnExchange.com, and TaxDeferralStrategies.com