Arrive Accounting, Inc Master Agreement
Updated on October 08, 2025
This Arrive Accounting, Inc Master Agreement and any applicable Order Form (s) (this “Agreement”) is made by and between Arrive Accounting, Inc (“Arrive”), and Customer, and governs Customer’s right to access and use the Application, effective as of the date Customer signs the Order Form for the Application or otherwise purchases or renews a Subscription to the Application. This Agreement will continue to govern any other Application(s) listed on any future Order Forms, subject to Section 11.1 hereof.
1. DEFINITIONS
1.1. “Affiliate”
Means with respect to an entity party to this Agreement, any entity which, directly or indirectly, is controlled by or is under common control with such party, where control means the ability to direct the affairs of an entity through ownership of voting interest, contract rights or otherwise.
1.2. “Application”
Means the Arrive application(s) listed on an Order Form, as such application(s) may be updated from time to time by Arrive in its sole discretion.
1.3. “Authorized User”
Means an individual in Customer’s company or practice who is authorized by Customer to access or use the Application and who is covered by an appropriate Subscription hereunder. An Authorized User must be a full-time or part-time employee (but may be a contract/temporary employee) working for Customer primarily out of the Designated Office(s) (including remote users assigned to the Designated Office(s)) for the purpose of assisting Customer in its day-to-day business activities. Authorized User also includes third party contractors, consultants or vendors used by Customer for staff augmentation purposes who, in each case, have been provided an individual named user account by Customer through the staff grouping and permissions functionality of the Application and who otherwise comply with all obligations and requirements of Authorized Users under this Agreement. An Authorized User does not acquire individual rights in the Application other than the right to access and use such Application on Customer’s behalf and pursuant to the rights granted to Customer and subject to the terms and conditions of this Agreement, including subsection 2.5 hereof.
1.4. “Client”
Means to the extent Customer is an accounting firm, any third-party client of Customer that has entered into a direct agreement with Customer for tax and/or accounting services.
1.5. “Customer”
Means the person or entity identified as the customer on the Order Form(s). The term “Customer” can also include an Affiliate of the primary Customer, provided that such Affiliate is specifically named as a covered entity on the applicable Order Form.
1.6. “Designated Office(s)”
Means the site(s), location(s), and/or address(es) for which Customer purchases Subscriptions for the Application as identified in the Order Form(s).
1.7. “Fees”
Means the amount payable by Customer to Arrive under the Agreement.
1.8. “Online Account”
Means the authorized access to the Application as established by Arrive for use by any particular Authorized User, and includes the controls, permissions, and data unique to such user.
1.9. “Online Account Access Information”
Means the private access information (for example, username and password) used by each Authorized User of the Application to access his/her individual Online Account.
1.10. “Order Form”
Means (i) a written order in a form approved by Arrive and executed by Customer that provides for Customer’s acquisition of Subscriptions to the Application, (ii) a written order in a form approved by Arrive and accepted by Customer by execution thereof and/or payment therefor that provides for Customer’s acquisition of any Subscriptions for additional Application(s); or (iii) any renewal form for Subscriptions sent to Customer by Arrive under which Customer exercises its right to renew. All Order Forms incorporate and are subject to the terms and conditions of this Agreement.
1.11. “Subscription”
Means the rights granted to Customer by Arrive to access and use the Application, pursuant to the terms of this Agreement.
ARRIVE CONFIDENTIAL INFORMATION
The use of the word “including” means “including without limitation.”
2. RIGHT TO USE; CONDITIONS OF USE; OWNERSHIP
2.1. Right to Use
2.1.1. Grant of Right
Subject to the terms and conditions of this Agreement, Arrive grants to Customer a limited, revocable, nontransferable, nonexclusive right to access and use, and to permit Authorized Users to access and use, the Application solely for Customer’s internal business use in conjunction with Customer’s performance of tax and accounting services for Clients that are within the documented purpose(s) of the Application without any further right to access or use the Application in any manner. Arrive reserves all rights in and to the Application not expressly granted in this Agreement. Without limiting the generality of the foregoing, the right to access and use the Application granted herein does not cover any underlying components of the Application, Arrive’s underlying application engines, or any other component of the Application or the operating environment within which the Application operates that is not intended by Arrive for access by any Authorized User. In furtherance of the preceding, Customer acknowledges that (i) the Application is not purchased primarily for personal, family, or household purposes and (ii) the Application will be used for business purposes only.
2.1.2. Authorized Users
Customer shall purchase a Subscription for each Authorized User and shall not permit any person other than an Authorized User to use or access the Application. Customer shall cause each Authorized User to comply with the terms and conditions of this Agreement and shall remain directly responsible and liable to Arrive for the acts and omissions of Authorized Users and for each Authorized User’s compliance herewith.
2.1.3. Clients
Certain Applications may include functionality that is documented and intended to allow Clients to access Customer’s Online Account to view data specific to such Client. Customer may provide such limited access to its Clients.
2.1.4. Condition of Rights
The rights granted to Customer under this Agreement are conditioned upon Customer’s compliance with the terms of this Agreement, including the timely payment of all applicable Fees.
2.2. Protection of Online Account Access Information
Arrive will supply Customer with the means to create private Online Account Access Information for its Authorized Users so that such Authorized Users may log into their respective Online Accounts within the Application. Online Accounts are designed for private use and should only be accessed through Authorized User’s Online Account Access Information. Customer is fully responsible for the protection and confidentiality of its Authorized Users’ Online Account Access information. Customer acknowledges and agrees that Customer is responsible for all use of the Application as made through Customer’s and its Authorized Users’ Online Accounts by any person and for insuring that all use of Customer’s and its Authorized Users’ Online Accounts is for authorized purposes only and complies fully with the provisions of this Agreement. Customer agrees to promptly notify Arrive of any unauthorized use of any Online Account Access Information or any other breach of security upon becoming aware thereof, assist in preventing any recurrence thereof and otherwise cooperate fully in any proceedings or other actions undertaken to protect the rights of Arrive.
2.3. Additional Online Terms
Arrive may post duplicative and/or additional relevant terms, conditions and/or policies (“Online Terms”) at the online location where Authorized Users access the Application. Authorized Users will be subject to such Online Terms from and after the date on which such Online Terms are first posted; provided, however, that to the extent that there is a conflict between this Agreement and other, any Online Terms, the terms of this Agreement will govern.
2.4. Internet Connectivity; Disclaimer
Arrive (either itself or through a third-party) will make the Application available for access via the Internet. Customer shall provide, at Customer’s own expense, all necessary hardware, applications, and Internet connectivity necessary to access the Application. Customer acknowledges that the Internet is known to be unpredictable in performance and may, from time to time, impede access to the responsible for any interference with Customer’s use of or access to the Application arising from or attributable to the Internet and Customer waives any and all claims against Arrive in connection therewith.
2.5. Restrictions
Customer must not do or attempt to do, or permit others to do or attempt to do, any of the following:
(a) possess, download, copy or print the Application or any part of the Application, including any component which comprises the Application; (b) modify, port, adapt or create derivative works of the Application; (c) access, view, read, modify, reverse compile, reverse assemble, disassemble or print the Application’s CONFIDENTIAL INFORMATION source code or object code or other runtime objects, components, or files related to the Application; (d) otherwise reverse engineer, modify or copy the look and feel, functionality or user interface of any portion of the Application; (e) rent, lease, distribute (or redistribute), provide or otherwise make available the Application, in any form, to any third-party (including in any service bureau or similar environment); (f) share use or access of the Application with other practitioners even if Customer shares office space or equipment; (g) share any Online Account or Online Account Access Information with third parties; (h) create any “links” to or “frame” or “mirror” the Application or any portion thereof; (i) defeat, disable or circumvent any protection mechanism related to the Application; or (j) publish, distribute (or redistribute) or sell any document retrieved through the Application (even if in the public domain) to any individual or entity outside of Customer’s own company except for documents prepared for Clients within the scope of the normal and intended use of the Application (l) remove or modify Arrive’s copyright notices, trademark, logo, legend or other notice of ownership from the Application. In addition, Customer shall not violate or attempt to violate the security of Arrive’s networks or servers, including (i) accessing data not intended for Customer or log into a server or account which Customer is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper written request and authorization; or (iii) attempting to interfere with service to any user, host or network, including by means of submitting a virus, overloading, flooding, spamming, mail bombing or crashing.
2.6. Suspension of Access
In addition to any other suspension or termination rights of Arrive pursuant to this Agreement, Arrive may suspend or terminate Customer’s access to and/or use of, or otherwise modify, the Application/s, software or Services, and/or any component thereof, and/or any Online Account or any Online Account Access Information without notice (a) in the event Customer (including any Authorized User, Client or other person or entity acting through or on behalf of Customer) is determined by Arrive, in Arrive’s sole judgment, to have damaged or attempted to cause damage, a suspected or actual violation of Section 2.5, harm or where there is misuse of Arrive’s software, Application, server, network or other systems operated by or Services provided by Arrive provided under this Agreement or any other Arrive agreement (including, but not limited to, circumstances where there is a material breach of the Agreement, including the failure to pay any outstanding Fees owed to Arrive by Customer); or (b) as necessary or appropriate to comply with any law, regulation, court order, or other governmental request or order or otherwise protect Arrive from potential legal liability or harm to its business. Arrive will use commercially reasonable efforts to notify Customer of the reason(s) for such suspension or termination action as soon as reasonably practicable unless such action is due to subsection (a) hereof. In the event of a suspension (other than due to subsection (a) hereof), Arrive will promptly restore Customer’s access to any Arrive operated application, software or Services as soon as the event giving rise to the suspension has been resolved as determined in Arrive’s discretion. Nothing contained in this Agreement will be construed to limit Arrive’s actions or remedies or act as a waiver of Arrive’s rights in any way with respect to any of the foregoing activities. Arrive will not be responsible for any loss or damages incurred by Customer as a result of any termination or suspension of access to or use of the Application as set forth in this Agreement.
2.7. Unauthorized Acquisition
Arrive expressly prohibits the use of any product or service from Arrive that has been improperly obtained and/or accessed. For purposes of illustration, but not limitation, examples include any product or service that: (a) is acquired from an unauthorized reseller or distributor; (b) is pirated, cracked or hacked, including through the use of Online Account Access Information established for use by another individual; (c) has been acquired with the intent or for the purpose to use in a manner that is illegal, fraudulent, in violation of this Agreement or otherwise outside the normal, stated and/or reasonably understood purpose of such product or service; or (d) is acquired with the use of false or inaccurate statements and/or information (e.g., false name, contact information, EFIN, or payment information; or false declaration of the total number of end users).
2.8. Reservation of Rights & Ownership of Developed Materials
Arrive and its Affiliates and any applicable licensors, retain all intellectual property and other proprietary rights, including all patent, copyright, trade secret, trade name, trademark, and other proprietary rights, related to the Application which are protected under United States intellectual property laws and international treaty provisions. Any unauthorized use of any Application will result in cancellation of this Agreement as well as possible civil damages and criminal penalties. Customer is not permitted to use “Arrive INC,” “Arrive,” “Ayyva,” or any other trade or service marks of Arrive or any of its Affiliates in Customer’s announcements, advertising or other materials unless expressly agreed to in writing by an authorized representative of Arrive. Customer acknowledges and agrees that Arrive and its Affiliates and any applicable licensor’s retention of contractual and intellectual property rights is an essential part of this Agreement. Arrive and its Affiliates and any licensor (as applicable) will own and Customer hereby assigns to Arrive all rights in (i) any copy, translation, modification, adaptation or derivative work of the Application, including any improvement or development thereof, whether provided as part of Support, Services or otherwise, and whether or not developed by or for the Customer, and (ii) any suggestions, ideas, enhancement requests, feedback, or recommendations provided by or on behalf of Customer.
3. FEES AND PAYMENT
3.1. Fees
Customer shall pay to Arrive the Fees for the Application (including associated Onboarding) set forth on the Order Form(s), and all payments for Fees shall be made by Automated Clearing House (“ACH”)/ Electric Funds Transfer (“EFT”). Additional fees as documented on an Order Form may be charged for additional Support and/or Services. Customer shall pay all Fees due to Arrive within five (5) days of the invoice date. Arrive will assess a late payment Fee equal to the lesser of one and one-half percent (1½%) of the unpaid amount or the highest interest rate allowed by applicable law for each succeeding thirty (30) day period or portion thereof in which Fees are not paid in full. Notwithstanding the preceding, any payments made by credit card may be subject to processing fees. In addition (and further pursuant to Section 4.4 below), Arrive, in its discretion, may suspend or deny access to the Application, software or Service provided under this Agreement or any Arrive agreement, if any invoice is outstanding and, Arrive may charge a fee to reinstate access to the Application, software or Services to the extent a suspension or denial of access was instituted by Arrive as a result of Customer failure to timely pay fees when due. Except as may be specifically set forth in the Agreement, Customer’s payment obligations under any Order Forms are non-refundable and cancellation of the Agreement is not permitted ALL SALES ARE FINAL.
3.2. Subscription Based on Volume based features
This provision is only applicable if Customer has obtained a Subscription for which the Fee is based on volume and usage during the applicable term (“Volume-Based Subscription”). If the actual volume is greater than the volume designated or confirmed by Customer at the time of order or renewal of a Volume-Based Subscription, Arrive reserves the right to charge Customer the difference between the Subscription Fee for the estimated volume and the Subscription Fee for the actual number of volume based features during the relevant term. Customer shall pay such amount within five (5) days of receiving an invoice from Arrive.
3.3. Taxes
Fees are exclusive of any taxes, assessments or duties that may be assessed upon the Application or any Support or Services provided under this Agreement or on third-party fees disclosed in an Order Form, including sales, use, excise, value added, personal property, electronic/Internet commerce, export, import, and withholding taxes. Customer is responsible for directly paying any such taxes assessed against it, and Customer will promptly reimburse Arrive for any such taxes payable or collectable by Arrive. Such taxes do not include taxes based upon Arrive’s income. Taxes are calculated on product plus additional charges, where applicable. Taxes include state and local sales or use taxes and are based upon the Customer's address and/or the address(es) of all Designated Office(s). Tax exemption certificates, if any, must be submitted at the time of order. Customer acknowledges that the Application is pre-written software of general application.
3.4. Consent to Electronic Communications
Customer hereby consent to receiving electronic communications from Arrive. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Application.
3.5. Debt Communication Consent and Waiver
To the extent that a Customer incurred a “Debt”, defined as any obligation or alleged obligation of Customer to pay money, in connection with the purchase, sale, financing, leasing, or licensing of any of products or software governed by the terms of this Agreement and provided by Arrive and/or its respective subsidiaries, affiliates, and agents’, Customer expressly consents to receiving communications of any kind including, but not limited to, payment reminders, invoices, debt collection communications, and request for service of any kind from Arrive and its respective subsidiaries, affiliates, and agents, through any medium including e-mails, telephone calls, text messages, and voice messages, at any time of the day or night including, but not limited to, between the hours of 9 p.m. and 8 a.m. in the Customer's time-zone.
4. TERM & TERMINATION
4.1. Expiration of Rights
Subject to the terms of subsection 4.2 - 4.5, Customer’s Subscription to the Application (including Support) shall be for the period set forth in the Order Form (the “Term”).
4.2. Expiration of Agreement
If the Subscription(s) granted under this Agreement are not renewed pursuant to subsection 4.5, then this Agreement will automatically expire and terminate upon the expiration of Customer’s Subscription to the last Application governed under this Agreement.
4.3. Termination of Agreement for Cause by Arrive
If the Subscription(s) granted under this Agreement are not renewed pursuant to subsection 4.5, then this Agreement will automatically expire and terminate upon the expiration of Customer’s Subscription to the last Application governed under this Agreement.
4.4. Effect of Expiration or Termination of Agreement
Upon any expiration or termination of this Agreement, all rights granted to Customer hereunder will immediately terminate and Arrive will have the right to immediately and indefinitely terminate Customer’s access to and use of the Application. The following sections, including Customer’s obligation to pay Fees, will survive the expiration or termination of this Agreement: subsections 2.4, 2.5, 2.7, 2.8, 2.9, 4.3, 4.4, 5.2, 8.3, 8.4 and 8.5, and Sections 1, 7, 9, 10 and 11.
4.5. Renewals
Upon Customer’s payment of the applicable invoice, and in accordance with the terms set forth therein, and further subject to Section 11, the Subscription Term shall renew upon the expiration of the term. Arrive, in its discretion and for any reason, may decide not to renew Customer’s Subscription(s) to the Application; in which case, Arrive will make reasonable effort to notify Customer of this decision prior to the expiration of Customer’s then-current term.
5. SUPPORT
5.1. Support
During each annual Support term as set forth in Section 4.1 above, Arrive will provide such remote support services as Arrive provides generally to customers as part of its then current Application support program (“Support”). Support shall not include, and Arrive will not provide, any tax, accounting, legal or other professional or expert advice of any kind, including any advice regarding the appropriate handling of tax and accounting issues, or otherwise. Arrive reserves the right to terminate Customer’s access to Support if it determines that Customer is committing acts that are disruptive to Arrive’s Support or other business operations (e.g., placing multiple calls at one time; being verbally abusive to Support representatives; providing Clients with access information to Arrive customer Support lines, etc.).
5.2. Data Retention
Arrive will use reasonable efforts to retain the information and data properly submitted, posted, received or otherwise transmitted by Customer or an Authorized User through the use of the Application (“Customer Data”) for at least one (1) year following the year in which Customer submitted any such Customer Data. Arrive will then maintain such Customer Data in accordance with its internal business practices. It is Customer’s responsibility to backup onto Customer’s own local system all data and records that Customer submits to Arrive. Upon Customer’s request, and subject to payment of any fees charged by Arrive therefor, Arrive shall use commercially reasonable efforts to make available for retrieval by Customer, all Customer Data then in Arrive’s possession or control per Arrive’s customary internal business practices. For the avoidance of doubt, Customer Data does not include Usage Data.
5.3. Data Security; Ownership
Arrive shall implement and maintain reasonable information security measures and policies intended to: (i) safeguard the security of Customer Data, (ii) protect against known or anticipated threats to the security of Customer Data and (iii) investigate and react to any known or suspected unauthorized access to or loss of Customer Data. As between Arrive and Customer, Arrive acknowledges that Customer retains ownership of the Customer Data. Customer acknowledges and agrees that security safeguards, by their nature, are capable of circumvention and that Arrive does not, and cannot, guarantee that the Application, Arrive’s systems, and the information contained therein (including Customer Data) cannot be accessed by unauthorized persons capable of overcoming such safeguards. For avoidance of doubt, the parties acknowledge and agree that in no event shall (i) Arrive be responsible or liable for any unauthorized access to or loss of Customer Data if such unauthorized access or loss would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Application that is provided to Customer and/or (ii) such unauthorized access to or loss of Customer Data occurred notwithstanding Arrive’s compliance with its IT security standards. To the extent Customer experiences or suspects an unauthorized use of Customer Data or the Application, Customer will contact Arrive as soon as reasonably practicable.
6. SERVICES
6.1. General
Arrive may offer certain additional services related to the Application. Such services may include, but are not limited to: (i) implementation services; (ii) training for Customer personnel; (iii) file conversion services; and (iv) any other services specifically
identified in an Order Form (hereinafter referred to as “Services”). For avoidance of doubt, in no event shall any component or functionality of the Application be deemed a Service under this Agreement. Arrive will provide Services, at Customer’s election and
following Customer’s signature and Arrive’s acceptance of an Order Form describing the nature, scope, project assumptions, fees, duration, location(s) of the covered Services, in each case in accordance with such Order Form and subject to the terms and conditions of this Agreement.
6.2. Services Performance
In performing Services, Arrive may assign Arrive personnel, authorized agents or qualified third-party contractors (“Consultants”). Customer agrees to provide the information, facilities, personnel and equipment, including, if applicable, suitably configured computers that may reasonably be identified by Arrive as necessary or appropriate to the performance of any Services. Customer shall advise Arrive of any hazards to the health and safety of Arrive’s personnel on the Customer’s premises and provide Arrive’s personnel with appropriate information regarding applicable safety and security procedures.
6.3. Services Pricing
Unless otherwise provided in the applicable Order Form, all Services shall be provided on a time and expense/materials basis at Arrive’s then current rates. Arrive reserves the right to impose a higher rate for Services performed upon the request or with the approval of Customer in excess of a forty (40) hour week or during weekend or holiday periods. Estimates are provided for Customer’s information only and are not guaranteed. Customer shall pay or reimburse Arrive for all reasonable travel and other out-of-pocket expenses incurred in connection with Arrive’s performance of Services hereunder.
7. CUSTOMER’S PROFESSIONAL RESPONSIBILITY AND WARRANTIES
7.1. Professional Responsibility
Customer understands, agrees and acknowledges that:
7.1.1. Use of the Application does not relieve Customer of responsibility for the preparation, content, accuracy (including computational accuracy), and review of tax returns prepared by Customer while using the Application or any other work product generated by Customer while using the Application;
7.1.2. Customer will neither inquire nor rely upon Arrive for any tax, accounting, legal or other professional or expert advice of any kind;
7.1.3. Customer will retrieve in a timely manner any electronic communications made available to Customer by Arrive; and
7.1.4. Customer is fully and solely responsible for: (a) selection of adequate and appropriate Applications to satisfy Customer’s business needs and achieve Customer’s intended results; (b) use of the Application; (c) all results obtained from the Application; (d) selecting,
obtaining and maintaining all hardware, software, computer capacity, Internet service, program and system resources and other equipment and utilities needed for access to and use of the Application, and for all costs associated therewith; and (e) selection, use of, and results obtained from any other programs, applications, computer equipment or services used with the Application.
7.2. Customer’s Representations
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.
7.3. Indemnification
Customer agrees to indemnify and hold harmless Arrive, its employees, officers, directors and Affiliates against any and all liability (including damages, recoveries, deficiencies, interest, penalties and reasonable attorney’s fees) to third parties (including any Clients, the IRS and any taxing authorities) relating to: (a) Customer’s breach of any of its obligations, representations and/or warranties under this Agreement; or (b) except to the extent of claims for which Arrive is liable under Section 8 below, Customer’s use of the Application and/or any third-party software, application or service.
9. DISPUTE RESOLUTION
8.1. Arrive’s General Warranties
Arrive represents and warrants that: (i) it has title to the Application or the right to grant Customer the rights granted hereunder; (ii) the
Application does not violate any third-party’s United States patent, copyright or trade secret rights; (iii) Arrive has not inserted any virus or similar device to erase data and (iv) Arrive SFS 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). Customer’s sole and exclusive recourse and remedy, and Arrive’s sole, exclusive and entire
liability, for a breach of items (i) and (ii) by Arrive shall be the exercise of Customer’s indemnity rights under subsection 8.2 below. For a breach of items (iii) and (iv) Customer’s sole and exclusive recourse and remedy – and Arrive’s sole, exclusive and entire liability – shall be to terminate the Agreement and obtain a refund of the Fees paid for the directly affected Application less an allocation for use made by Customer prior to the breach.
8.2. Indemnification by Arrive
8.2.1. Subject to the other terms and conditions set forth herein, Arrive agrees to defend Customer, its employees, officers and directors, at Arrive’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts
payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any third parties alleging that Customer’s use of the Application as provided and permitted herein infringes or violates
such third-party’s United States patent, copyright or trade secret rights; provided that: (i) Arrive is notified promptly in writing of the claim; (ii) Arrive controls the defense, settlement and approval of the claim; and (iii) Customer cooperates reasonably, assists and
gives all necessary authority to Arrive and reasonably required information in connection with the defense or settlement of the claim.
8.2.2. Arrive’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: (i) the access or use of the Application in any manner other than as provided and permitted by Arrive hereunder and as required to be
used by Customer hereunder; (ii) the use of the Application in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by Arrive; or (iii) any data or information, or other intellectual
property supplied by Customer, an Authorized User or any third-party.
8.2.3. If any Application becomes, or in Arrive’s opinion, is likely to become, the subject of a third-party claim covered by Arrive’s indemnification obligations under subsection 8.2.1, then Arrive may, in its sole discretion and at its sole cost and expense: (i) procure for
Customer the right to continue using such Application; (ii) modify the infringing portion of the Application so as to render it non- infringing but still appropriate for its intended use under this Agreement; or (iii) replace the infringing portion of the Application with
non-infringing items with substantially similar functionality. If Arrive reasonably determines that none of the foregoing is commercially practicable, then Arrive may elect to terminate this Agreement and grant Customer a refund of the Fees paid for the affected
Application less an allocation for use made by Customer prior to the termination.
8.2.4. This Section 8.2 states Arrive’s entire liability and the sole and exclusive remedy of Customer, its employees, officers, directors and Affiliates and any Authorized User with respect to any actual or claimed infringement or other violation of any third-party’s intellectual property rights.
8.3. Limited Warranty
EXCEPT AS STATED IN SUBSECTION 8.1, THE APPLICATION (INCLUDING ALL COMPONENTS AND FUNCTIONALITY THEREOF), SUPPORT AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. Arrive DISCLAIMS AND EXCLUDES ANY AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IRRESPECTIVE OF ANY COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE. CUSTOMER BEARS THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE APPLICATION (INCLUDING ALL COMPONENTS AND FUNCTIONALITY THEREOF). Arrive DOES NOT WARRANT THAT THE APPLICATION OR ANY COMPONENT OR FUNCTIONALITY THEREOF WILL BE UNINTERRUPTED, THAT THE USE OR OPERATION THEREOF WILL BE ERROR OR DEFECT FREE, THAT THEY WILL ALWAYS BE ACCESSIBLE OR AVAILABLE, OR THAT ALL DEFECTS THEREIN WILL BE CORRECTED. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE APPLICATION AND Arrive WILL HAVE NO LIABILITY THEREFOR.
8.4 Limitation of Liability and Damages
NEITHER PARTY (AND, IN THE CASE OF Arrive, ITS AFFILIATES, CONSULTANTS, DISTRIBUTORS, AGENTS, SUBCONTRACTORS AND
LICENSORS) WILL HAVE ANY LIABILITY TO THE OTHER OR ANY THIRD-PARTY (INCLUDING ANY CONTRACTOR, AGENT, AFFILIATE OR CLIENT OF CUSTOMER) FOR ANY LOSS OF PROFITS, SALES, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR
SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, THE APPLICATION, SUPPORT AND/OR SERVICES. THE TOTAL LIABILITY OF Arrive AND
ITS AFFILIATES, CONSULTANTS, DISTRIBUTORS, AGENTS, SUBCONTRACTORS AND LICENSORS TO CUSTOMER OR ANY THIRD-PARTY RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, THE APPLICATION, SUPPORT AND/OR SERVICES FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES SHALL NOT EXCEED THE TOTAL FEES IN THE ORDER FORM GIVING RISE TO THE CLAIM FOR THE APPLICATION OR SERVICES PAID HEREUNDER BY CUSTOMER IN THE TWELVE-MONTH PERIOD PRECEDING THE DATE
SUCH CLAIM OR CAUSE OF ACTION FIRST AROSE. Arrive is not an insurer with regard to performance of the Application. Customer agrees to assume the risk for: (a) all liabilities disclaimed by Arrive herein, and (b) all alleged damages in excess of the amount of the
limited remedy provided hereunder. The allocations of liability in this subsection 8.4 represents the agreed, bargained-for understanding of the parties and Arrive’s compensation hereunder reflects such allocations. THE LIMITATION OF LIABILITY AND
TYPES OF DAMAGES STATED IN THIS AGREEMENT ARE INTENDED Arrive CONFIDENTIAL INFORMATION BY THE PARTIES TO APPLY REGARDLESS OF THE FORM OF LAWSUIT OR CLAIM A PARTY MAY BRING, WHETHER IN TORT, CONTRACT OR OTHERWISE, AND
REGARDLESS OF WHETHER ANY LIMITED REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
8.5 Third-Party Products
The Application may contain code, content, features, functionality, and components that are provided by third- parties. In addition, electronic filing and/or other products or services used in connection with the Application may be offered through Arrive but will be provided by third-parties. Furthermore, the Application may require data and information from third-parties in order to work properly. ANY SUCH THIRD-PARTY PRODUCTS OR SERVICES SHALL BE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND BY Arrive. ALL RIGHTS AND OBLIGATIONS WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS OR SERVICES SHALL BE GOVERNED EXCLUSIVELY BY THE TERMS AND CONDITIONS OF AGREEMENTS PROVIDED BY SUPPLIERS OF SUCH THIRD-PARTY PRODUCTS OR SERVICES AND CUSTOMER HEREBY RELEASES Arrive FROM ALL LIABILITY AND RESPONSIBILITY WITH RESPECT THERETO.
8. Arrive WARRANTIES
8.1. Arrive’s General Warranties
Arrive represents and warrants that: (i) it has title to the Application or the right to grant Customer the rights granted hereunder; (ii) the
Application does not violate any third-party’s United States patent, copyright or trade secret rights; (iii) Arrive has not inserted any virus or similar device to erase data and (iv) Arrive SFS 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). Customer’s sole and exclusive recourse and remedy, and Arrive’s sole, exclusive and entire
liability, for a breach of items (i) and (ii) by Arrive shall be the exercise of Customer’s indemnity rights under subsection 8.2 below. For a breach of items (iii) and (iv) Customer’s sole and exclusive recourse and remedy – and Arrive’s sole, exclusive and entire liability – shall be to terminate the Agreement and obtain a refund of the Fees paid for the directly affected Application less an allocation for use made by Customer prior to the breach.
8.2. Indemnification by Arrive
8.2.1. Subject to the other terms and conditions set forth herein, Arrive agrees to defend Customer, its employees, officers and directors, at Arrive’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts
payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any third parties alleging that Customer’s use of the Application as provided and permitted herein infringes or violates
such third-party’s United States patent, copyright or trade secret rights; provided that: (i) Arrive is notified promptly in writing of the claim; (ii) Arrive controls the defense, settlement and approval of the claim; and (iii) Customer cooperates reasonably, assists and
gives all necessary authority to Arrive and reasonably required information in connection with the defense or settlement of the claim.
8.2.2. Arrive’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: (i) the access or use of the Application in any manner other than as provided and permitted by Arrive hereunder and as required to be
used by Customer hereunder; (ii) the use of the Application in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by Arrive; or (iii) any data or information, or other intellectual
property supplied by Customer, an Authorized User or any third-party.
8.2.3. If any Application becomes, or in Arrive’s opinion, is likely to become, the subject of a third-party claim covered by Arrive’s indemnification obligations under subsection 8.2.1, then Arrive may, in its sole discretion and at its sole cost and expense: (i) procure for
Customer the right to continue using such Application; (ii) modify the infringing portion of the Application so as to render it non- infringing but still appropriate for its intended use under this Agreement; or (iii) replace the infringing portion of the Application with
non-infringing items with substantially similar functionality. If Arrive reasonably determines that none of the foregoing is commercially practicable, then Arrive may elect to terminate this Agreement and grant Customer a refund of the Fees paid for the affected
Application less an allocation for use made by Customer prior to the termination.
8.2.4. This Section 8.2 states Arrive’s entire liability and the sole and exclusive remedy of Customer, its employees, officers, directors and Affiliates and any Authorized User with respect to any actual or claimed infringement or other violation of any third-party’s intellectual property rights.
8.3. Limited Warranty
EXCEPT AS STATED IN SUBSECTION 8.1, THE APPLICATION (INCLUDING ALL COMPONENTS AND FUNCTIONALITY THEREOF), SUPPORT AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. Arrive DISCLAIMS AND EXCLUDES ANY AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IRRESPECTIVE OF ANY COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE. CUSTOMER BEARS THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE APPLICATION (INCLUDING ALL COMPONENTS AND FUNCTIONALITY THEREOF). Arrive DOES NOT WARRANT THAT THE APPLICATION OR ANY COMPONENT OR FUNCTIONALITY THEREOF WILL BE UNINTERRUPTED, THAT THE USE OR OPERATION THEREOF WILL BE ERROR OR DEFECT FREE, THAT THEY WILL ALWAYS BE ACCESSIBLE OR AVAILABLE, OR THAT ALL DEFECTS THEREIN WILL BE CORRECTED. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE APPLICATION AND Arrive WILL HAVE NO LIABILITY THEREFOR.
8.4 Limitation of Liability and Damages
NEITHER PARTY (AND, IN THE CASE OF Arrive, ITS AFFILIATES, CONSULTANTS, DISTRIBUTORS, AGENTS, SUBCONTRACTORS AND
LICENSORS) WILL HAVE ANY LIABILITY TO THE OTHER OR ANY THIRD-PARTY (INCLUDING ANY CONTRACTOR, AGENT, AFFILIATE OR CLIENT OF CUSTOMER) FOR ANY LOSS OF PROFITS, SALES, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR
SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, THE APPLICATION, SUPPORT AND/OR SERVICES. THE TOTAL LIABILITY OF Arrive AND
ITS AFFILIATES, CONSULTANTS, DISTRIBUTORS, AGENTS, SUBCONTRACTORS AND LICENSORS TO CUSTOMER OR ANY THIRD-PARTY RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, THE APPLICATION, SUPPORT AND/OR SERVICES FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES SHALL NOT EXCEED THE TOTAL FEES IN THE ORDER FORM GIVING RISE TO THE CLAIM FOR THE APPLICATION OR SERVICES PAID HEREUNDER BY CUSTOMER IN THE TWELVE-MONTH PERIOD PRECEDING THE DATE
SUCH CLAIM OR CAUSE OF ACTION FIRST AROSE. Arrive is not an insurer with regard to performance of the Application. Customer agrees to assume the risk for: (a) all liabilities disclaimed by Arrive herein, and (b) all alleged damages in excess of the amount of the
limited remedy provided hereunder. The allocations of liability in this subsection 8.4 represents the agreed, bargained-for understanding of the parties and Arrive’s compensation hereunder reflects such allocations. THE LIMITATION OF LIABILITY AND
TYPES OF DAMAGES STATED IN THIS AGREEMENT ARE INTENDED Arrive CONFIDENTIAL INFORMATION BY THE PARTIES TO APPLY REGARDLESS OF THE FORM OF LAWSUIT OR CLAIM A PARTY MAY BRING, WHETHER IN TORT, CONTRACT OR OTHERWISE, AND
REGARDLESS OF WHETHER ANY LIMITED REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
8.5 Third-Party Products
The Application may contain code, content, features, functionality, and components that are provided by third- parties. In addition, electronic filing and/or other products or services used in connection with the Application may be offered through Arrive but will be provided by third-parties. Furthermore, the Application may require data and information from third-parties in order to work properly. ANY SUCH THIRD-PARTY PRODUCTS OR SERVICES SHALL BE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND BY Arrive. ALL RIGHTS AND OBLIGATIONS WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS OR SERVICES SHALL BE GOVERNED EXCLUSIVELY BY THE TERMS AND CONDITIONS OF AGREEMENTS PROVIDED BY SUPPLIERS OF SUCH THIRD-PARTY PRODUCTS OR SERVICES AND CUSTOMER HEREBY RELEASES Arrive FROM ALL LIABILITY AND RESPONSIBILITY WITH RESPECT THERETO.