TERMS AND CONDITIONS AGREEMENT
1. Notice/Acceptance of Terms.
This Terms and Conditions Agreement ("Agreement") is a contract between
you and PAYPREP USA INC. ("PayPrep"). This Agreement governs your use
of the PayPrep.com website (the "Site"). PayPrep is willing to provide
you with access to the Site only on the condition that you accept all of the terms
and conditions contained in this Agreement. You may not use the Site until you
have read this Agreement and indicated your unconditional acceptance of it by
clicking the "I accept" button. If you do not accept this Agreement,
you should terminate your use of the Site by clicking the "I do not accept"
button. PayPrep may change the terms of this Agreement from time to time by posting
those changes on the Site. By continuing to use the Site following such changes,
you agree to be bound by such changes to the Agreement.
USING THE PAYPREP WEBSITE
2. General Terms and Conditions.
In using the Site, you agree to: (a) provide true, accurate, current and complete
information about yourself as prompted, and (b) to maintain and update this information
to keep it true, accurate, current and complete. If any information provided by
you is untrue, inaccurate, not current or incomplete, PayPrep has the right to
terminate your account and refuse any and all current and future use of the Site.
3. Description of Services.
PayPrep’s sole obligation to you is to prepare the tax forms specified on
the Site and make payments as you direct based on the information you disclose.
PayPrep has no obligation to perform any additional services not expressly indicated
on the Site , included but not limited to, (a) preparing corrected or subsequent
filings for any reason whatsoever; (b) paying or collecting additional monies
to/from the IRS or any other relevant tax authority and (c) paying interest to
you on any amounts owed to you by the IRS or any other tax authority resulting
from overpayment of your taxes.
4. Member Account; Password and Security.
PayPrep may supply you with a password and account designation upon completing
the Site registration process. You agree to cooperate with PayPrep in protecting
the security of the Site and, if you choose to register, you agree not to use
your access to enable anyone to gain unauthorized access to any area of the Site
that is not accessible by the general public. You are responsible for maintaining
the confidentiality of the password and account, and are fully responsible for
all activities that occur under your password or account. You agree to immediately
notify PayPrep of any unauthorized use of your password or account, or any other
breach of security of which you are aware, and to ensure that you properly close
out of your account at the end of each session. PayPrep assumes no liability for
any loss or damage resulting from your failure to comply with this section.
5. Third Party Links.
For your convenience, PayPrep may provide links to other websites, including links
that cause other websites to appear in frames or new browser windows while you
are viewing pages on the Site. These other websites are not part of the Site,
and PayPrep is not responsible for them, for any information, goods, or services
that you may obtain through them, or for any information that you may provide
to them. PayPrep is not affiliated or associated with the sponsors or producers
of any such websites that hyperlink to or from the Site, and PayPrep does not
endorse or make any representations or warranties whatsoever with respect to any
content appearing on such websites.
All content on the Site, including text, graphics, logos, icons, and images and
the selection and arrangement thereof, but not including tax forms or other government
works, is the exclusive property of PayPrep or its licensors and is protected
by U.S. and international copyright laws. Copyright © 2001, PayPrep USA Inc.
All rights not expressly granted are reserved. You may not remove, conceal, or
alter any copyright notice, or other notice of proprietary rights.
7. Trademarks, Names and Logos.
"PayPrep" and any other PayPrep trademarks, names or logos appearing
on the Site are owned by PayPrep. The use of any of these materials or any other
content on the Site, except as expressly provided in the preceding paragraph,
is strictly prohibited. You may not remove, conceal, or alter any trademark notice
or other notice of proprietary rights.
DISCLAIMERS; INDEMNIFICATION; LIMITATIONS OF LIABILITY
8. Disclaimer of Liability.
PayPrep disclaims all liability resulting from any inaccurate information provided
by you, any information failed to be provided by you or resulting form late filings
due to your failure to provide such information in a timely manner. PayPrep disclaims
all liability resulting from any late fees assessed by the IRS or any other relevant
tax authority, regardless of the reason for the assessment of any such late fees.
PayPrep disclaims all liability to you resulting from errors in the computation
of your taxes. PayPrep cannot guarantee the accuracy or completeness of any tax
forms it prepares on your behalf. PayPrep disclaims all liability to you in the
event that your taxes are not paid due to the discontinuance or interruption of
the PayPrep services. PayPrep is not responsible for circumstances beyond its
control, and it does not promise that the Site will be available at all times
or at any particular time, or will be uninterrupted or error free. PayPrep cannot
guarantee that the taxing authority will accept your return due to circumstances
beyond PayPrep’s control (e.g., incorrect user information, malfunction
of the taxing authority’s system, communication system problems, etc.).
9. Disclaimer of Warranties.
Except as expressly provided above, the Site is provided "as is," without
warranty of any kind, either express or implied, including without limitation,
any warranty for information, data, services, uninterrupted access, or products
provided through or in connection with the Site. Specifically, PayPrep disclaims,
to the maximum extent permitted by applicable law, any and all warranties, including
but not limited to: (1) any warranties concerning the availability, accuracy,
usefulness, or content of information, products or services and (2) any warranties
of title, warranty of non-infringement, warranties of merchantability or fitness
for a particular purpose. This disclaimer of liability applies to any damages
or injury caused by any failure of performance, error, omission, interruption,
deletion, defect, delay in operation or transmission, computer virus, communication
line failure, theft or destruction or unauthorized access to , alteration of,
or use of record, whether for breach of contract, tortuous behavior, negligence,
or under any other cause of action.
10. Limitations of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PAYPREP NOR ANY OF
ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, OR CONTENT OR SERVICE
PROVIDERS SHALL BE LIABLE TO YOU OR OTHER THIRD PARTIES RELATING IN ANY WAY TO
ANY LOSS OR INJURY RESULTING FROM THE USE OF OR INABILITY TO USE THE SITE, OR
ANY OTHER CONTENT, DATA, GOOD, OR SERVICE, WHETHER ARISING UNDER THIS AGREEMENT
OR APPLICABLE LAW, FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DIRECT,
INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL EVEN IF PAYPREP HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND EVEN IF ANY LIMITED
REMEDY IS DEEMED TO HAVE FAILED ITS ESSENTIAL PURPOSE. Because some jurisdictions
prohibit certain limitations of warranties or liability, the above disclaimers
and limitations may not apply to you in all respects.
You agree to indemnify and hold PayPrep harmless from any claim or demand, including
reasonable attorneys’ fees, made by any third party due to or arising out
of your use of the Site, the violation of this Agreement by you, or the infringement
by you, or other user of the Site using your computer, of any intellectual property
or other right of any person or entity. PayPrep reserves the right, at PayPrep’s
expense, to assume the exclusive defense and control of any matter otherwise subject
to indemnification by you. You hereby agree to indemnify PayPrep for all costs
and attorney fees relating to any investigation by the IRS, any other tax authority,
or governmental body related to services rendered on your behalf.
12. Governing Law; Jurisdiction.
This Agreement is governed by the laws of the state of New York without reference
to the principles of conflicts of laws thereof. Any dispute arising from these
Terms shall be resolved exclusively in the state and federal courts of the County
of New York.
13. Force Majeure.
PayPrep shall not be deemed in default or otherwise liable under this Agreement
or for any of the services it provides on the Site due to its inability to perform
its obligations due to any cause beyond the reasonable control of PayPrep.
Headings are included for convenience only, and shall not be considered in interpreting
If any provision of this Agreement is invalid or unenforceable under applicable
law, then it shall be, to the extent, deemed omitted and the remaining provisions
will continue in full force and effect.
By agreeing to the terms of this Agreement, you also agree