Customer represents, warrants and covenants that:
7.2.1. Customer has full power and authority to enter into this Agreement and all Order Forms hereunder and to perform its obligations under this Agreement and such Order Forms, and that this Agreement and all such Order Forms have been duly authorized and
constitute valid and binding obligations of Customer;
7.2.2. Customer is accessing and using the Application solely for Customer’s own use and/or to provide tax and accounting services to Clients and, to the extent Customer has obtained a Volume-Based Subscription, Customer has provided or confirmed to Arrive a
good faith estimate of the usage Customer expects during the applicable Term, which number is then used by Arrive to determine the appropriate Subscription Fee;
7.2.3. Customer will not access or use the Application to create a product, service or database that competes with Arrive or any Application;
7.2.4. Customer is responsible for complying with all laws, rules, regulations and procedures of local, state, federal and foreign authorities applicable to Customer and its business, including all laws, rules, regulations and procedures of the Internal Revenue Code
and Service;
7.2.5. Customer will be solely responsible for compliance with this Agreement by the Authorized Users, and to the extent applicable, all Clients;
7.2.6. Customer will not otherwise violate the rights of any third-party while accessing or using the Application;
7.2.7. Customer has sole responsibility for the content and accuracy of all Customer Data; Customer will not bypass, override or disable any security mechanisms in the Application and will utilize a multi-factor authentication method consistent with Customer’s obligations under Section 7.2.4;
7.2.8. As applicable, Customer has obtained each Client’s consent to disclose such Client’s TRI to Arrive. Customer will not upload or transmit any Customer Data: (i) that Customer does not have the lawful right to copy, transmit, distribute, and display (including any
Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data); (ii) for which Customer does not have the consent or permission from the owner of any personally identifiable information
contained in the Customer Data; (iii) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third-party (including any copyright, trademark, patent, trade secret, or other intellectual
property right, or moral right or right of publicity); (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; (vi) if the uploading or transmission would violate, or encourage any conduct that would violate, any applicable law or regulation or would give
rise to civil or criminal liability or (vii) that constitutes protected health information under the Health Insurance Portability and Accountability Act (HIPAA) or any successor law;
7.2.9. Customer will not use the Application to transmit, route, provide connections to or store any material that violate or promote the violation of any of the restrictions of subsection 7.2.8 above;
7.2.10. To the extent Customer needs to upload or transmit to Arrive’s servers any Customer Data subject to Data Protection Laws (as defined in Exhibit A) the data processing annex (“DPA”) attached hereto and incorporated by reference as Exhibit A sets forth the applicable terms and conditions relative to Arrive’s processing of such Customer Data pursuant to this Agreement. and
7.2.11. Arrive reserves the right, in its sole discretion, at any time, to remove any Customer Data that it believes to be in violation of this Agreement.
7.2.12. Customer understands, and has confirmed in writing that, if applicable, Client understands, that Arrive may use or disclose Client’s TRI as outlined in the Agreement, without Client’s or Customer’s consent to the extent permitted under Code Sections 6713
and 7216 and the Treasury Regulations promulgated thereunder.
7.2.13. Customer, as the party in contractual privity with both the Client and Arrive, shall ensure that no “TRI” of any Client will be disclosed to Arrive without the prior written consent of such Client if applicable.
7.2.14. Customer shall provide written notice to Arrive promptly upon Customer’s determination that any disclosure of a Client’s TRI to Arrive or any use (to the extent such use is contemplated by this Agreement) by Arrive of such Client’s TRI may subject Customer
or Arrive to penalties under Code Sections 6713 and 7216 and shall promptly and fully cooperate with Arrive to resolve or mitigate the imposition of any such penalties.
7.2.15. Customer acknowledges that it may be subject to Sections 6713 and 7216 of the Internal Revenue Code of 1986, as amended (the “Code”). As used herein, “TRI” means “tax return information” within the meaning of Treasury Regulations Section 301.7216- 1(b)(3).
“Client” means in addition to its meaning given at Section 1.3, the party that owns the TRI, and on whose behalf Arrive SFS provides applications, products and/or services that facilitate the tax preparation and related auxiliary services provided by Customer to Client.