Terms of Business as of March 2024
User Agreement
General terms and conditions
Expat Tax Online LLC is a limited liability company organized in the State of Texas, the United States of America, having its registered office at 5900 Balcones Drive, Ste 100, Austin, Texas 78731, United States of America, registered with the Secretary of the State of Texas under File Number 801857174. Expat Tax Online LLC does business under the assumed name ‘Top Tax’, hereby referred to as “Top Tax” or the “Company”.
What Top Tax does
Top Tax provides an individual (“User” or “You”) access to a software application where the User is guided through a series of questions. The aim of the questions is to satisfy the User’s tax filing obligations as an American citizen individual, or an individual with comparable filing requirements, living outside of the United States of America with the Department of the Treasury, generally the Internal Revenue Service (“IRS”).
Top Tax provides basic questions that the User answers to self-assess their own filing requirements which could include a federal individual tax return, FinCEN Report 114 and/or a federal extension of time to file (“Tax Filing”). The Tax Filing created is based solely on the confirmations associated with the User’s inputs and/or answers.
What Top Tax does not do
Top Tax does not verify the information provided by the User. Top Tax does not take any responsibility for the accuracy of the information provided by the User. Top Tax does not provide tax advice. Top Tax cannot contact the IRS on behalf of a User. Top Tax does not guarantee the accuracy of a Tax Filing because the accuracy is determined by information entered by the User. Top Tax is not a paid preparer acting on behalf of the User. Top Tax does not provide any services other than those stated above (“What Top Tax does”) and the Company does not provide any further services after the Tax Filing is electronically submitted to the Department of the Treasury.
Fees
The licence fee payable (“Fee”) is based on the components of the Tax Filing, where the associated costs are displayed on the Company’s website in US dollars. The fee is a per-use license to use the Top Tax software. Each licence purchase allows one tax return to be prepared and e-filed. The User is responsible for full payment of any and all fees, including but not limited to sales tax, before the Tax Filing will be electronically submitted to the Internal Revenue Service, which satisfies full performance of services by the Company.
If the User decides not to file their tax return or only partially use the tax software, full payment is required and will not be refunded.
The licence fee is paid to access to the Top Tax software.
Terms and conditions
This document sets out the general terms and conditions (“Terms and Conditions”) for the use of Top Tax, and the tools offered by Top Tax via the Top Tax website and/or mobile application available on iOS and Android. By accessing the Top Tax software, the User consents to the Terms and Conditions of this agreement (“Agreement”). These Terms and Conditions constitute the entire Agreement between the parties, being the Company and the User, and any previous Agreement is superseded and no longer valid.
Responsibilities of the User
The User is responsible for entering accurate data into the correct field. The User takes full responsibility for all aspects of the Tax Filing and absolves the Company of all liabilities connected to the Tax Filing. The User is responsible for paying the licence fee to access the Top Tax software and submit a Tax Filing. The User is responsible for any and all correspondence or related matters with the Department of the Treasury or the IRS after the Company has electronically submitted the Tax Filing. The User agrees that electronic submission of the Tax Filing to the Department of the Treasury constitutes full and complete performance of the Agreement.
If the User decides not to file their tax return or only partially use the tax software, full payment is required and will not be refunded.
Limitations of liability
The User acknowledges and agrees that Top Tax, its affiliates, officers, employees, agents, partners, and licensors (whether referred to individually or collectively) shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from the use or the inability to use the Top Tax software.
The User expressly agrees that the use of Top Tax is at the User’s sole risk. The software is provided on an “as is” and “as available” basis. Top Tax expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
The User’s sole and exclusive remedy for any dispute with the Company or this agreement is the cessation of the use of Top Tax. The Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to the User. Notwithstanding anything to the contrary contained herein, the Company’s liability to you for any damages arising from, or related to, this agreement (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the amount you have paid the Company in the past twelve months based on the date the Company becomes aware of the claim.
Indemnity
The User (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, consultants, agents, and licensors (collectively, the “Indemnified Parties”) from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) the User’s use of the Top Tax software; (b) the User’s breach of this agreement or any representations and warranties made hereunder; (c) the User’s violation of any rights of a third party, including but not limited to intellectual property rights; or (d) any unauthorized use of the Top Tax software by any other person using the User’s account.
Intellectual Property Rights
The User acknowledges that all intellectual property rights in the Top Tax software, including any modifications, updates, enhancements, and derivatives thereof, and all data, graphics, interfaces, and product documentation provided through or as a part of the Top Tax software, are and shall remain the sole property of the Company. The User does not acquire any rights in the software, express or implied, other than those specified in these Terms and Conditions.
The Company hereby grants the User a non-exclusive, non-transferable, revocable license to use the Top Tax software for its intended purpose in accordance with the documentation, and within the limits of any terms of service or use policies established by the Company. The User shall not copy, modify, distribute, sell, or lease any part of the Top Tax software, nor shall the User reverse engineer or attempt to extract the source code of the software, except to the extent that this restriction is expressly prohibited by applicable law. The User agrees to respect the intellectual property rights of the Company and third parties. Any unauthorized use, reproduction, or distribution of the Top Tax software is prohibited and may subject the User to civil and criminal penalties.
Confidentiality
“Confidential Information” refers to any data or information, oral or written, treated as confidential that relates to the User’s or the Company’s business activities, including but not limited to technical, marketing, financial, employee, planning, and other confidential or proprietary information, but excluding any information that is (i) publicly known through no fault of the receiving party; (ii) rightfully received from a third party without a duty of confidentiality; (iii) independently developed by the receiving party without breach of this Agreement; or (iv) disclosed under a legal requirement.
The User agrees to maintain the confidentiality of the Confidential Information and not to disclose or use the Confidential Information except as expressly permitted by these Terms and Conditions or as authorized in writing by the Company. The Confidential Information may only be used for the purpose of using the Top Tax software as provided under this Agreement. The User shall not use any Confidential Information for any purpose not expressly permitted by these Terms and Conditions, and shall limit access to Confidential Information to those of its employees, contractors, and agents who need to know such information in connection with their work. The User agrees to take all reasonable measures to avoid disclosure, dissemination, or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. Unauthorized disclosure or use of Confidential Information by the User may cause irreparable harm to the Company. The Company has the right to seek any and all remedies available by law or in equity, including injunctive relief, in the event of such breach or threatened breach. This right survives termination of this Agreement.
Data protection
This Data Protection Policy outlines the commitment of the Company to protect the data of its Users. It applies to all data collected, processed, and stored by the Company in relation to the Users of the Top Tax software.
The Company collects personal data necessary to provide its services effectively. This includes, but is not limited to, usernames, email addresses, and taxation and/or financial data. The Company is committed to ensuring that the collection of data is adequate, relevant, and limited to what is necessary in relation to the purposes for which they are processed.
Personal data collected is used solely for the purpose of providing the services of Top Tax, managing User accounts, improving service offerings, and complying with legal obligations. The Company will not use personal data for purposes unrelated to the services provided without prior consent from the User. The Company implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk of the data processed, including protection against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
Personal data will not be shared with third parties except as necessary to provide the services, comply with the law, or protect the rights, property, or safety of the Company or others. Any third parties with whom data is shared will be required to provide adequate protection for the data and to process it in accordance with applicable laws and this policy.
Users have rights regarding their personal data, including the right to access, correct, delete, or transfer their data, as well as the right to object to or restrict certain types of processing. The Company will provide mechanisms for Users to exercise these rights. Personal data will be retained only for as long as necessary to provide the services, comply with legal obligations, resolve disputes, and enforce our agreements.
This Data Protection Policy may be updated from time to time. Users will be notified of significant changes and the updated policy will be made available. The Company commits to comply with applicable data protection laws and regulations and will cooperate with data protection authorities.
Force majeure
A “Force Majeure Event” shall mean any event beyond the reasonable control of either the Company or the User, including but not limited to natural disasters (such as earthquakes, hurricanes, floods), war, terrorism, strikes, labor disputes not involving the affected party’s workforce, utility failures, government actions, or any other similar events that prevent or impede the performance of any obligations under this agreement. A Force Majeure Event will mean neither the Company or the User is liable for breach of these Terms and Conditions. Financial difficulties or changes in market conditions will not be considered Force Majeure Events. The Fee remains payable if the User has accessed the Top Tax software after paying the licence fee.
Term and termination
The User is provided access to the Top Tax software to self-prepare and/or submit one Tax Filing for each Fee paid.
A User may terminate their Agreement with the Company by providing written notice to the Company. The Fee remains payable if the Top Tax software has been accessed by the User. A refund will only be given if the User has not accessed the Top Tax software and any refund will be subject to a 25% administration charge which we deducted against any refund paid.
The Company may revoke the User’s access to the Top Tax software at any time if the Company’s has reasonable grounds to believe the User has contravened any aspect of the Agreement. No refunds will be due to the User.
The Company shall not be liable for any damages, losses, or costs resulting from the termination of the Agreement, whether the termination was initiated by the User or as a result of the User’s failure to comply with the terms of this Agreement.
Several provisions of this Agreement survive termination, and shall remain in effect after termination of this Agreement, including but not limited to Intellectual Property Rights, Confidentiality, and Limitations of Liability.
Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without giving effect to any choice or conflict of law provision or rule. The parties irrevocably agree that the courts of the State of Texas shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Dispute resolution:
Prior to initiating legal proceedings, the parties shall attempt to resolve any dispute arising out of or relating to this Agreement through informal negotiation, which shall begin upon written notice from one party to the other.
If a dispute cannot be resolved through informal negotiation within 60 days from the date of the written notice of the dispute, the parties agree to endeavour to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to litigation.
If the dispute is not resolved through mediation within 90 days of the commencement of the mediation, either party may freely initiate litigation proceedings in accordance with this clause. In the event of any litigation arising from or related to this Agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees, costs, and expenses.
No action, regardless of form, arising out of the transactions under this Agreement, may be brought by either party more than 12 months after the cause of action has accrued.
