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Effective Date Þ |
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Amlion
Systems Pvt. Ltd. Co. TaxPLUS:
Automating an Economy That Works |
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1/2/2018 |
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TAXPLUS - TERMS AND CONDITIONS |
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THE TAXPLUS PACKAGE SERVICES TERMS AND CONDITIONS HAVE EFFECTED AS OF FEBRUARY
01, 2018 TO THE BELOW.
TaxPLUS is a robust online Tax
Management System with other additional value added services specifically
designed, developed and deployed by Amlion Systems Pvt. Ltd. Co. custom made
for all Ethiopia based businesses, NGOs, Private Entities, Associations, and
Organizations that file and declare taxes with the government of the Federal
Democratic Republic of Ethiopia (FDRE).
These
terms and conditions govern your use of TaxPLUS System and its Auxiliary
Websites; By using TaxPLUS, you accept these terms and conditions in
full. If you disagree with these terms and conditions or any part
of these terms and conditions, you must not use TaxPLUS system and related
services.
If you
continue to use TaxPLUS you are agreeing to comply with and be bound by the
following terms and conditions of use, which together with our privacy policy
govern TaxPLUS’ relationship with you.
Effective
Date: February 01, 2018
Please
also visit our Privacy
Policy for information explaining the information we
collect and how we use it.
PLEASE
READ THESE TERMS OF USE CAREFULLY BEFORE USING TAXPLUS SYSTEM AND ITS AUXILARY WEBSITES
AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS,
AND AVAILABLE REMEDIES RESULTING FROM YOUR USE OF THE TAXPLUS SERVICES. THESE
INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AS DESCRIBED BELOW. BY SELECTING “I
AGREE”, YOU CONFIRM YOUR AGREEMENT TO THESE TERMS ON BEHALF OF THE ORGANIZATION
YOU ARE REGISTERING, AND YOU CONFIRM THAT YOU PERSONALLY ARE AUTHORIZED TO
ACCEPT THIS AGREEMENT ON THAT ORGANIZATION’S BEHALF. THIS IS A BINDING LEGAL
AGREEMENT.
These are the Terms and Conditions
of Use (“Terms of Use,” “Terms,” or “Agreement”) for Amlion Systems Pvt. Ltd.
Co. These Terms apply to your use of the TaxPLUS System at www.TaxPlus.online (hereafter
the “TaxPLUS System Service”) and its auxiliary websites at www.TaxPlus.website, www.TaxPlus.site, www.amlionhosting.com and www.amlionsystems.com. Your
voluntary access and use of the TaxPLUS system signifies your acknowledgment
and assent to the Terms and Conditions of Use set forth below. If you do not
agree to these Terms and Conditions of Use, please do not use this system and
its auxiliary websites.
Please be aware that these Terms
constitute a binding legal agreement between you and Shadow outlining your
legal rights, obligations, and remedies arising from your use of the TaxPLUS
System and its Auxiliary Websites. By accessing or using the TaxPLUS System and
its Auxiliary Websites, you (the “User”) signify that you have read,
understand, and agree to be bound by these Terms, and by the terms of Amlion
Systems Pvt. Ltd. Co.’s Privacy
Policy, which provides information concerning our collection
and use of your personal information and which is incorporated into these Terms
by this reference. These Terms apply to anyone who accesses or uses the TaxPLUS
System and its Auxiliary Websites, whether or not you have registered for an
account with TaxPLUS. By using the TaxPLUS System you are indicating your
acceptance of the terms and conditions of the Terms and Privacy Policy,
including any dispute resolution, arbitration, limitation of damages, and
choice of law provisions.
Amlion Systems Pvt. Ltd. Co.
reserves the right to modify the Terms and Conditions at any time, in our sole
discretion, with or without notice to you. We may contact you in the event of
changes to these Terms, but we are not always required to do so and so you
should review the terms of our Terms and Conditions periodically to stay
informed of any changes and ensure your continued agreement.
Modifications to our Terms are
effective upon our posting of the amended Terms to the TaxPLUS System and its
Auxiliary Websites. The terms of the current Terms and Conditions supersede all
previous notices or statements regarding our privacy practices and become the
terms and conditions that govern your use of the TaxPLUS System and its
Auxiliary Websites. You agree to review these Terms regularly to make yourself
aware of any changes. Your continued use of the Website shall be considered
your acceptance of the revised Terms. You may determine the date the Terms were
last amended and the current Terms by referring to the “Effective” date shown
at the top of these Terms. Your use of the TaxPLUS System and its Auxiliary
Websites after the Effective date serves as your permission for your personal
information to be used under the terms of the current Terms.
TaxPLUS System and its Auxiliary
Websites are intended for use by legally entitled business entities and
individuals, and are not directed to subjects without having Tax Identification
Number. By accessing or using TaxPLUS System and thereby agreeing to these
Terms and Conditions, you represent and warrant to us: (1) that you are at
least legally entitled business entity or individual; (2) that you have not
previously been suspended or removed from the TaxPLUS System; and (3) that your
registration and your use of the TaxPLUS System is in compliance with any and
all applicable laws and regulations of the country Ethiopia. Any registration
by anyone unless otherwise is void.
Your Representations & Warranties to
TaxPLUS
By using the TaxPLUS System
Services and its Auxiliary Websites, you expressly represent and warrant that
you are legally entitled to enter this Agreement. If you reside in a
jurisdiction that restricts the use of the TaxPLUS System Services and its
Auxiliary Websites, or restricts the ability to enter into agreements such as
this one due to legal entitlement, you must abide by such legal limits and you
must not use the TaxPLUS System Services and its Auxiliary Websites. By using
the Website, you represent and warrant that you have the right, authority and
capacity to enter into this Agreement and to abide by the terms and conditions
of this Agreement. If you are using the TaxPLUS System Services and its
Auxiliary Websites on behalf of an entity, organization, or company, you
represent and warrant that you have the authority to bind such organization to
these Terms and you agree to be bound by these Terms on behalf of such
organization. When using the TaxPLUS System Services and its Auxiliary
Websites, you agree to comply with all applicable laws from the Federal
Democratic Republic of Ethiopia (FDRE), regional state and city in which you
are present while using the TaxPLUS System Services and its Auxiliary
Websites.
By using the TaxPLUS System
Services and its Auxiliary Websites, you represent, warrant, and agree that:
As a condition of your use of the
TaxPLUS System Services and its Auxiliary Websites, you further agree not to
use the TaxPLUS System Services and its Auxiliary Websites: (1) for any purpose
that is prohibited by these Terms; or (2) for any other purpose not reasonably
intended by Amlion Systems Pvt. Ltd. Co. as typical or expected use of the
TaxPLUS System Services and its Auxiliary Websites consistent with the purpose
for which the TaxPLUS System Services and its Auxiliary Websites were created;
or 3) for any other activities that the country’s proclamations including but
not limited to Computer Crime Proclamation 958/2016.
Subject to your compliance with the
terms and conditions of these Terms, Shadow grants you a limited,
non-exclusive, non-transferable, non-sub-licensable license to: (1) access,
view, print, and otherwise use the TaxPLUS System Services and its Auxiliary
Websites and the Content solely for your personal, non-commercial use; and (2)
access and view Content solely for your personal, non-commercial use and in
accordance with these Terms.
Amlion Systems Pvt. Ltd. Co. grants
you a license to reproduce and distribute the Content only for non-commercial
reference and/or informational purposes.
No licenses or rights are granted
to you by implication or otherwise except for the licenses and rights expressly
granted in these Terms. Any use of the TaxPLUS System Services and its
Auxiliary Websites or the Content other than as specifically authorized herein,
without the prior written permission of Amlion Systems Pvt. Ltd. Co., is
strictly prohibited and will immediately terminate the license granted herein.
Such unauthorized use may also violate applicable laws including computer crime
proclamation, penal code, copyright and trademark laws and applicable
communications regulations and statutes. Unless explicitly stated herein,
nothing in these Terms shall be construed as conferring any license to
Intellectual Property rights. This license is revocable at any time without
notice and with or without cause.
Amlion Systems Pvt. Ltd. Co. owns
all right, title, and interest in and to the TaxPLUS System Services and its
Auxiliary Websites, and all related Intellectual Property rights, including all
registered and unregistered trademarks, trade dress, graphics, logos, designs,
page headers, button icons, scripts, service names, software code, inventions,
copyrights, and copyrightable works, and any suggestions, ideas, enhancement
requests, feedback, recommendations or other information provided by you or any
other party relating to the TaxPLUS System Services and its Auxiliary Websites
(collectively, the “Amlion Systems Pvt. Ltd. Co. IP”). The Amlion Systems Pvt.
Ltd. Co. IP may not be used in connection with any product or service in any
manner that is likely to cause confusion or otherwise violate the copyright or
other rights owned by Amlion Systems Pvt. Ltd. Co. in Amlion Systems Pvt. Ltd.
Co. IP, including use of any Amlion Systems Pvt. Ltd. Co. IP as part of third
party trademarks, trade dress, and/ or as part of domain names, email
addresses, account names or handles, or other digital properties.
This Agreement is not a sale and
does not convey to you any rights of ownership in or related to the TaxPLUS
System Services and its Auxiliary Websites, or any Amlion Systems Pvt. Ltd. Co.
IP. The Amlion Systems Pvt. Ltd. Co. name, the logos and designs, and the
product and services names associated with the TaxPLUS System Services and its
Auxiliary Websites are trademarks of Amlion Systems Pvt. Ltd. Co. or its
affiliated third parties, and no right or license is granted by this Agreement
to you to use the Amlion Systems Pvt. Ltd. Co. IP for purposes not directly
related to your use of the TaxPLUS System Services and its Auxiliary Websites.
As part of your use of the TaxPLUS
System Services and its Auxiliary Websites, you may be asked to elect to
receive email notifications from Amlion Systems Pvt. Ltd. Co. These messages
may include event updates and other promotions. Your election to receive such
messages represents your express written consent to receiving emails from
Amlion Systems Pvt. Ltd. Co. related to the TaxPLUS System and other Amlion
Services and Products.
By using the TaxPLUS System
Services and its Auxiliary Websites, you consent to receive from Amlion Systems
Pvt. Ltd. Co. all communications, including notices, agreements, legally
required disclosures or other information in connection with the TaxPLUS System
and Other Amlion Services and Products (collectively, “Notices”)
electronically. Amlion Systems Pvt. Ltd. Co. may provide such Notices by posting
them on or within the Website or by otherwise sending or communicating them to
you. You agree that we may communicate with you regarding Amlion Systems Pvt.
Ltd. Co. by electronic means to your TaxPLUS Account and that certain
information about your usage of the TaxPLUS System Services and its Auxiliary
Websites may be communicated to us. In the event you change or deactivate your
TaxPLUS Account, you agree to promptly update your information to ensure that
your messages are not sent to the person that acquires your old TaxPLUS
Account. Amlion Systems Pvt. Ltd. Co. may email you from time to time to inform
you about our products and services that we think will interest you, unless you
inform us that you opt out from receiving such communications.
You may opt-out of receiving
further notifications by completing the opt-out process provided to you with
each email message. By opting out of receiving notifications, you understand
that we may not be able to communicate important information to you.
TaxPLUS System Services and its
Auxiliary Websites may contain links to third party websites. Amlion
Systems Pvt. Ltd Co. does not endorse, monitor, or have control over the
content or privacy policies of any third party websites to which our TaxPLUS
System Services and its Auxiliary Websites link, and is not responsible for
(and under no circumstances shall be liable for) the content, accuracy, or
reliability of any websites linked to TaxPLUS System Services and its Auxiliary
Websites. These sites operate independently of our TaxPLUS System Services and
its Auxiliary Websites and have established their own terms of use and privacy
policies. We encourage you to be aware of when you leave our TaxPLUS System
Services and its Auxiliary Websites and to read the terms and policies at any
website you visit.
By
clicking “Submit Tax” (to each tax type to be declared) to the respective tax
centers and/or legally responsible bodies for receiving your tax returns, you
authorize TaxPLUS system to automatically lock and send your tax declaration to
the respective entities like Ethiopian Revenues and Customs Authority’s Tax
Centers, the Private Organizations Pension Contribution, and other legally
responsible bodies.
TAXPLUS SYSTEM
SERVICES SUBSCRIPTION AGREEMENT
FOR TAXPLUS PACKAGE
SERVICES
This TaxPLUS Services Subscription
Agreement (the “Agreement” or “Terms of Use”) governs the use of
the TaxPLUS services by the organization registered by you (“Customer”),
as licensed by Amlion Systems Pvt. Ltd. Co., and will be effective when
accepted by Customer in connection with separate Orders. This Agreement
combined with the Order constitutes a complete binding legal agreement between
Amlion Systems Pvt. Ltd. Co. and Customer and sets forth the terms and
conditions that govern certain Amlion Systems Pvt. Ltd. Co. Content, Learning
Management Platforms and other TaxPLUS Services (collectively, the “Services”)
provided by Amlion Systems Pvt. Ltd. Co., its Affiliates, agents, or
contractors to Customer – please read carefully. The terms of
this Agreement are subject to change after 30 days’ notice is given by Amlion
Systems Pvt. Ltd. Co. via its and this website, and as such the Customer is
solely responsible for checking this website for changes to this Agreement.
This Agreement will supersede any prior discussions or representations
regarding the Services. If there is a conflict between the terms and conditions
of this Agreement and an Order, the terms and conditions of the Order will
prevail, but only with respect to the Services licensed through that particular
Order. The parties agree as follows:
Article
1. Customer’s Use of TaxPLUS Services
1.1.
Free Trials. Should Customer agree to this
Agreement as part of a free trial, then this section 1.1 shall apply. When
Customer first agrees to these terms, Amlion Systems Pvt. Ltd. Co. allows for a
thirty-one (31) days free trial (“Free Trial Period”) of the TaxPLUS Services
for no more than forty-five (45) Authorized Persons to use the Services on
behalf of Customer with no payment obligation and no obligation of continued
subscription past the Free Trial Period. Amlion Systems Pvt. Ltd. Co. shall
have the right to immediately suspend TaxPLUS Services upon expiration of
Customer’s Free Trial Period. To avoid any such interruption of TaxPLUS
Services, Customer may elect to continue using the Services after its Free
Trial Period by accepting Amlion Systems Pvt. Ltd. Co.’s Approval, which will
set forth the Services, the Package type, the subscription Term, pricing, fees
(“TaxPLUS Package Fees”), and reference to this Agreement (collectively, the
“Order”). Customer acknowledges and agrees that this Agreement will govern
Customer’s use of TaxPLUS Services during a Free Trial Period and any paid
subscription Term for which Customer accepts an Order.
ANY CUSTOMER DATA
THAT CUSTOMER ENTERS INTO THE SERVICES DURING THE FREE TRIAL PERIOD MAY BE
PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICE
PACKAGES AS THOSE COVERED BY THE FREE TRIAL PERIOD. CUSTOMER MUST PRINT AND/ OR
EXPORT ITS CUSTOMER DATA BEFORE THE END OF THE FREE TRIAL PERIOD TO AVOID THE
RISK THAT CUSTOMER DATA MAY BE PERMANENTLY LOST.
1.2 Provision of the Services. Amlion Systems Pvt. Ltd
Co. will make available to Customer on a subscription basis for the Term the
Services set forth in an Order pursuant to this Agreement and the applicable
Order. Services are designed to be available 24/7 subject to maintenance.
Customer will be notified of scheduled maintenance. Amlion Systems Pvt. Ltd Co.
will, as part of providing a Service, apply any update, bug fix or upgrade to
the Service that it makes generally available to its customers of the TaxPLUS
Service. TaxPLUS Services are subject to usage limits, including for
example, the quantities specified in an accepted Order. Amlion Systems Pvt. Ltd
Co. will comply with all Laws applicable to it in connection with its provision
of the TaxPLUS Services to Customer. Amlion Systems Pvt. Ltd Co. reserves the
right to modify the system modules and content and design of the system at any
time.
1.3 Customer Obligations. Customer
may enable access of the TaxPLUS Services for use only by Authorized Persons
solely for the internal business purposes of Customer and its Affiliates in
accordance with this Agreement and not for the benefit of any third parties.
Customer is responsible for all Authorized Persons’ use of the Services and
compliance with this Agreement and the applicable Order(s). Customer shall: (a)
have sole responsibility for the accuracy, quality, and legality of all
Customer Data that is transmitted or otherwise provided to Amlion Systems Pvt.
Ltd. Co. and the means by which Customer acquired Customer Data; (b) ensure
that its employees receive any required disclosures and appropriate training
concerning the use of the TaxPLUS System; (c) use commercially reasonable
efforts to prevent unauthorized access to, or use of, the TaxPLUS Services, and
notify Amlion Systems Pvt. Ltd. Co. promptly of any such unauthorized access or
use; and (d) shall use the TaxPLUS Services(s) only in accordance with this
Agreement, the Documentation and the applicable Law. Customer shall not: (i)
use the TaxPLUS Services in violation of applicable Laws and regulations; (ii)
in connection with the TaxPLUS Services, send or store infringing, obscene,
threatening, or otherwise unlawful or tortious material, including material
that violates privacy rights. Customer shall be liable for the acts and
omissions of all Authorized Persons and Customer Affiliates relating to this
Agreement. If Customer installs or enables a third-party application for use
with a TaxPLUS Service, Customer (i) is solely responsible for obtaining and
maintaining the license or other rights for its use of the third-party application,
and (ii) by and when clicking some buttons like “Submit Tax Report” grants
Amlion Systems Pvt. Ltd. Co. permission to allow the provider of that
third-party application to access Customer Data as required for the
interoperation of the third-party application and the TaxPLUS Service.
2.1 Protection and
Security. During
the Term of this Agreement, Amlion Systems Pvt. Ltd. Co. shall establish,
implement and maintain commercially reasonable administrative, physical and technical
measures that are designed to protect the security and integrity of Customer
Data that is provided to the TaxPLUS account by Customer, and that are
reasonably appropriate to the risks represented by the processing and nature of
the provided Customer Data to be protected, and designed to guard against the
accidental or unauthorized access, use, loss or disclosure of Customer Data
while it is on TaxPLUS’ network and systems. Customer understands that it has
an independent duty to comply with any and all Laws applicable to it in
connection with its provision of Customer Data to the TaxPLUS System.
A. If either
party believes that there has been unauthorized access, use, loss or disclosure
of Customer Data while it is on the Customer’s TaxPLUS Account, such party must
promptly notify the other party. Additionally, each party will reasonably
assist the other party in investigating, remediating or mitigating any
potential damage, including providing reasonable assistance with respect to any
legally required notifications concerning the disclosure. Except as set forth
in Section 2.2.B., each party shall bear the
costs of such investigation, remediation, mitigation and/or notification
associated with an unauthorized disclosure.
B. In the
event that the unauthorized access, use, loss or disclosure of Customer Data
was caused by breach of Amlion Systems Pvt. Ltd. Co.’s obligations under this
Agreement, then Amlion Systems Pvt. Ltd. Co. shall reimburse Customer for its
reasonable actual out-of-pocket costs to investigate and/or remediate such
disclosure and provide legally required notifications to the affected users,
subject to the cap on liability in Article 9. This Section 2.2.B
states Amlion Systems Pvt. Ltd. Co.’s sole liability for unauthorized access,
use, loss or disclosure of Customer Data attributable to Amlion Systems Pvt. Ltd.
Co.’s breach of its obligations under this Agreement.
2.3
System Audit: Amlion Systems Pvt. Ltd. Co., in effort to perfect its system and
continually improve system performance it will conduct system audit at least
once a year. This will ensure that the system is performing as intended and in
alignment with all applicable laws, rules and regulations. This however doesn’t
mean the audit of the Customer Data or contents but only the system performance
based on the sample data that are available in the “TaxPLUS Test Account”
3.1 Fees and Payment Terms. The
TaxPLUS Package Services’ Fees shall be set out in each Order. Amlion Systems
Pvt. Ltd. Co. will invoice Customer for the TaxPLUS Package type and the Term
option (including any agreed-to renewal term) elected and provided. The
Customer remains responsible Customer will pay Amlion Systems Pvt. Ltd. Co.’s
invoice within thirty days of Amlion Systems Pvt. Ltd. Co.’s invoice date. All
undisputed invoices are due and payable by Customer net 15 days, unless
otherwise agreed to by the parties in a signed writing (however, Customer’s
payment will not be considered overdue for any unpaid amounts disputed in good
faith on an invoice-by-invoice basis.) Amlion Systems Pvt. Ltd. Co. will also
invoice Customer at the time Customer adds any enhanced or additional Services.
However, if Customer exceeds the usage limitation (i.e. packages) set forth in
the Order, Amlion Systems Pvt. Ltd. Co. will invoice Customer for the overages
in arrears. Fees will be billed and paid in ETB, unless otherwise agreed in
writing by the parties.
3.2
Taxes. Excluding
taxes based on Amlion Systems Pvt. Ltd. Co.’s income, Customer is liable for
all taxes relating to the Services, except to the extent Customer has provided
Amlion Systems Pvt. Ltd. Co. with a valid tax exemption or direct pay
certificate.
4.1 Confidential
Information Defined.
A.
“Confidential Information” means all information disclosed by a party (“Discloser”) to the
other party (“Recipient”), orally or in writing, designated as confidential or
that reasonably should be understood to be confidential given the nature of the
information and circumstance of disclosure. Customer’s Confidential Information
includes Customer Data encoded into TaxPLUS System; Amlion Systems Pvt. Ltd.
Co. Confidential Information includes the Services, Amlion Systems Pvt. Ltd.
Co. Content and Documentation; and Confidential Information of each party
includes the terms of this Agreement and each Order (including signed order
forms or statements of work entered under this Agreement), each party’s
proprietary technology and technical information, business processes and
technical product information, product plans and designs, issues, and all
communication between the Parties regarding the Services.
B.
Exclusions.
Confidential Information shall not include any information that: (i) is or
becomes generally known to the public without breach of any obligation owed to
the other party; (ii) was known to a party prior to its disclosure by the other
party without breach of any obligation owed to the other party; (iii) was
independently developed by a party without breach of any obligation owed to the
other party; (iv) is received from a third party without breach of any
obligation owed to the other party; or (v) is Aggregated Data as described
further in Section 5.5.
4.2 Confidentiality
Obligations. During the course of the parties’ relationship, each party
may have access to Confidential Information of the other party. Neither party
shall disclose any Confidential Information of the other party to any third
party without the prior written consent of the other party, except as provided
in this Agreement. The parties shall protect each other’s Confidential
Information using commercially reasonable administrative, physical and
technical safeguards. Neither party shall use the other party’s Confidential
Information for any purpose other than lawful performance of this Agreement.
4.3 Disclosure
to Third Parties and as Required by Law. Customer
may provide access to and use of Discloser’s Confidential Information only to
those third parties that: (a) provide services to Customer concerning Customer’s
use of Discloser’s Confidential Information; (b) have a need to use and access
the Confidential Information; and (c) have agreed to substantially similar
non-disclosure obligations as those contained in this Agreement. Recipient
shall be responsible for the use by its third parties of the Discloser’s
Confidential Information. To the extent Customer may be required by Law to
disclose Confidential Information, Customer may make such disclosure, provided
that Customer (i) to the extent permitted by Law, notifies Discloser of such
requirement prior to disclosure and (ii) makes diligent efforts to avoid and
limit disclosure. Notwithstanding Customer’s conformance with the procedures
set forth in the prior sentence, the disclosure required by Law shall not itself
cause the information to lose its confidential character unless the information
ceases to be Confidential Information as a result of one of the reasons
specifically set forth in Section
4.1.B above.
4.4 Injunctive Relief
and other Remedies. Each
party understands that Confidential Information constitutes valuable business
assets of Discloser and its disclosure may irreparably harm Discloser. In the
event of breach or threatened breach of obligations pertaining to Confidential
Information by Customer, Discloser shall be entitled to seek injunctive relief.
In the event of an unauthorized disclosure of Confidential Information that
only includes Customer Data, Customer shall have the sole right to pursue the
remedies set forth in Sections 2.2 and Article 9
of this Agreement. Any other potential remedies related to a breach of this
section for Confidential Information that does not include Customer Data are
subject to all other provisions in this Agreement.
5.1
Ownership and Reservation of Rights to TaxPLUS System. Amlion Systems Pvt. Ltd. Co. owns
all right, title and interest in and to the Services, Documentation, Amlion
Systems Pvt. Ltd. Co. Content, and other Amlion Systems Pvt. Ltd. Co.
Technology, as well as any modifications that are derivative works
thereof. Subject to the limited rights expressly granted hereunder, Amlion
Systems Pvt. Ltd. Co. reserves all rights, title and interest in and to the
Services, Documentation, and Amlion Systems Pvt. Ltd. Co. Content, including
all related common law, statutory and other industrial property rights and
intellectual property rights, computer crime proclamation, including
copyrights, trademarks, trade secrets, patents and other proprietary rights
issued, honored or enforceable under any applicable laws anywhere in the world,
and all moral rights related thereto. No rights are granted to Customer
hereunder other than as expressly set forth herein.
5.2
License Grant. Amlion
Systems Pvt. Ltd. Co. hereby grants Customer a non-exclusive, non-transferable,
right to use the TaxPLUS Services, Documentation and Amlion Systems Pvt. Ltd.
Co. Content, solely for the business purposes of Customer and Affiliates and
solely during the Term, subject to the terms and conditions of this Agreement
within scope of use defined in the relevant Order(s). Amlion Systems Pvt. Ltd.
Co. further grants to Customer:
A. The tutor Resources will always be available on
supplementary platforms such as www.TaxPlus.site to
download and use but, with the incessant updates and upgrades. As a result, old
versions of the tutor materials will always be removed and destroyed upon
standby of the new version tutor materials uploaded;
B. Solely during the Term, the right to use the Amlion Systems
Pvt. Ltd. Co. Content on a third party Tutor Management System and media
platform provided that Amlion Systems Pvt. Ltd. Co. does not warrant and bears
no responsibility for availability of the Amlion Systems Pvt. Ltd. Co. Content
on a third party TMS and media platform.
5.3 License Restrictions. Customer
shall not (i) except as allowed under Section
5.2.A, modify, copy or create any derivative works based
on the Amlion Systems Pvt. Ltd. Co.’s Services or Documentation; (ii) license,
sublicense, sell, resell, rent, lease, transfer, assign, distribute, time
share, offer in a service bureau, or otherwise make the Amlion Systems Pvt.
Ltd. Co.’s Services or Documentation available to any third party, other than
to Authorized entities as permitted herein; (iii) reverse engineer or decompile
any portion of the Services or Documentation, including but not limited to, any
software utilized by Amlion Systems Pvt. Ltd. Co. in the provision of the
Services and Documentation, except to the extent required by Law; (iv) access
the Services or Documentation in order to build any commercially available
product or service; or (v) copy any features, functions, integrations,
interfaces or graphics of the Services or Documentation.
5.4 Ownership of
Customer Data. As
between Amlion Systems Pvt. Ltd. Co. and Customer, Customer owns its Customer
Data.
5.5 Aggregated Data Use. Without limiting the
confidentiality rights and protections set forth in this Agreement, Amlion
Systems Pvt. Ltd. Co. owns and has the perpetual right to use for its business
and or operating purposes the aggregated and statistical data derived from the
operation of the Services, including, without limitation, the number of records
in the TaxPLUS Services, the number and types of transactions, configurations,
and reports processed in the Services and the performance results for the
TaxPLUS Services (the “Aggregated Data”). Nothing herein shall be construed as
prohibiting Amlion Systems Pvt. Ltd. Co. from utilizing the Aggregated Data for
purposes of operating Amlion Systems Pvt. Ltd. Co.’s business, provided that
Amlion Systems Pvt. Ltd. Co.’s use of Aggregated Data will not reveal the
identity, whether directly or indirectly, of any individual or specific data
entered by any user into the Services. In no event does the Aggregated Data
include any Customer Confidential Information, Customer Data or any information
that personally identifies a specific individual.
Article 6. Term,
Termination, Suspension, and Dispute Resolution
6.1
Term. This
Agreement shall have a term commencing as of the Effective Date and ending upon
expiration or termination of all Orders issued hereunder. Each Order shall have
a term commencing on its effective date and, unless otherwise set forth therein
or upon its termination, or the termination of this Agreement, shall expire one
(1) year after its effective date. Customer’s subscription Term will
automatically renew for subsequent 12-month period(s) (each a “Renewal Term”)
on the anniversary of the Order’s effective date, unless either party sends the
other written notice of non-renewal at least thirty (30) days prior to the
expiration of the then-current Term (whether initial or renewal, each is a
“Term”.) The annual TaxPLUS Fee in the Renewal Term for same Package Service
may increase by no more than 30% over that of the previous Term. Upon renewal
of service the Customer wishes to downgrade its service the availability of
data of the “discontinued” services may not be available and it remains the
sole responsibility of the Customer to take a printed or softcopy backup of its
data in the services to be discontinued.
6.2 Termination for
Default. Either
party may terminate this Agreement in its entirety or any specific Order if the
other party breaches any material term of these General Terms or the applicable
Order and does not cure such material breach within forty-five (45) days of
receiving a Termination Notice.
6.3 Effect of
Expiration or Termination. When this
Agreement or any Order expires or is terminated, Customer shall pay all money
due to Amlion Systems Pvt. Ltd. Co. for TaxPLUS Services rendered up to the
expiration or termination date and any payments that may become due pursuant to
this Agreement subsequent to such expiration or termination. Customer also
agrees to immediately stop using the Services and accessing the system, system
modules, and TaxPLUS Content upon expiration or termination of the Order(s)
and/or Agreement and both parties agree to stop using the Confidential Information
of the other party and to return or destroy (at the party’s discretion) all the
copies of the other party’s Confidential Information. To the extent the
Recipient is required to keep a copy of any of the Discloser’s Confidential
Information as required by applicable law, the Recipient shall continue to
treat such Discloser’s Confidential Information as Confidential Information in
accordance with the terms of this Agreement.
6.4 Dispute Resolution. Prior to instituting
formal proceedings, the parties shall attempt to resolve all disputes arising
out of or relating to this Agreement informally. To invoke this process a party
shall appoint a designated executive and request that the other party do the
same. The other party shall make such appointment within five (5) days of
receipt of the request. The designated executives shall then have up to thirty
(30) days to attempt in good faith to resolve the matter. The informal dispute
resolution process shall terminate at the end of the thirty (30) day period
unless extended by mutual agreement. Disputes not resolved by informal dispute
resolution as provided in this section will be resolved by litigation unless
the parties mutually agree to an alternative dispute resolution method such as
arbitration.
Nothing in this section shall
prevent, or be construed as preventing, a party from (a) instituting formal
proceedings to avoid the expiration of any applicable limitations period, or
(b) seeking injunctive or other equitable relief in a court of appropriate
jurisdiction.
The parties agree that all
negotiations pursuant to this section will be confidential and therefore
treated as compromise and settlement negotiations for purposes of all similar
rules and codes of evidence of applicable legislation and jurisdictions.
Article 7.No Warranties; All Services
are provided “AS IS”
7.1 TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, AMLION SYSTEMS PVT. LTD. CO. MAKES NO
WARRANTIES OF ANY KIND UNDER THIS AGREEMENT OR APPLICABLE SCHEDULE(S), WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DISCLAIMS THE IMPLIED
WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. ALL TAXPLUS SERVICES ARE PROVIDED “AS IS”. AMLION SYSTEMS
PVT. LTD. CO. MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY
OR COMPLETENESS OF ANY OF NEITHER THE SERVICES NOR THAT THE OPERATION OR USE OF
THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
8.1 Indemnification
by Amlion Systems Pvt. Ltd. Co. Amlion Systems
Pvt. Ltd. Co. will defend Customer against any claim, demand, suit or
proceeding made or brought against Customer by a third party alleging that the
use of a TaxPLUS Service in accordance with this Agreement and the applicable
Order infringes or misappropriates such third party’s Ethiopian patent,
copyright or trademark, or its trade secret(s) (a “Third Party Intellectual
Property Claim Against Customer”), and will indemnify Customer from any
damages, reasonable attorney fees and costs finally awarded by a court of
competent jurisdiction against Customer as a result of, or for amounts paid by
Customer under a court-approved settlement of, a Third Party Intellectual
Property Claim Against Customer, provided Customer (a) promptly gives Amlion
Systems Pvt. Ltd. Co. written notice of the Third Party Intellectual Property
Claim Against Customer, (b) gives Amlion Systems Pvt. Ltd. Co. sole control of
the defense and settlement of the Third Party Intellectual Property Claim
Against Customer (except that Amlion Systems Pvt. Ltd. Co. may not settle any
Third Party Intellectual Property Claim Against Customer unless it
unconditionally releases Customer of all liability), and (c) gives Amlion
Systems Pvt. Ltd. Co. all reasonable assistance, at Amlion Systems Pvt. Ltd.
Co.’s expense. If Amlion Systems Pvt. Ltd. Co. receives information about an
infringement or misappropriation claim related to a Service, Amlion Systems
Pvt. Ltd. Co. will either, in its discretion and at no cost to Customer, (i)
modify the Service so that it no longer infringes or misappropriates, without
materially degrading the functionality as described in the Documentation, (ii)
obtain a license for Customer’s continued use of that Service in accordance
with this Agreement, or (iii) terminate Customer’s subscriptions for that
Service upon 30 days’ written notice and refund Customer any prepaid fees
covering the remainder of the term of the terminated subscriptions. The above
defense and indemnification obligations do not apply to the extent a Third
Party Intellectual Property Claim Against Customer arises from or is related to
the provision of Customer Data by Customer to Amlion Systems Pvt. Ltd. Co.,
including the unauthorized disclosure of Customer Data, (which are addressed in
Section 2.2),
Customer’s breach of this Agreement, modifications to the Services performed by
parties other than Amlion Systems Pvt. Ltd. Co., or combination of the Services
with other materials not provided by Amlion Systems Pvt. Ltd. Co.
8.2 Indemnification
by Customer. Customer
may defend Amlion Systems Pvt. Ltd. Co. against any claim, demand, suit or
proceeding made or brought against Amlion Systems Pvt. Ltd. Co. by a third
party alleging that Customer Data, Customer Content, or Customer’s use of any
Service in breach of this Agreement and the applicable Order, infringes or
misappropriates such third party’s intellectual property rights (a “Third Party
Intellectual Property Claim Against Amlion Systems Pvt. Ltd. Co.”), and may
indemnify Amlion Systems Pvt. Ltd. Co. from any damages, reasonable attorney
fees and costs finally awarded by a court of competent jurisdiction against
Amlion Systems Pvt. Ltd. Co. as a result of, or for any amounts paid by Amlion
Systems Pvt. Ltd. Co. under a court-approved settlement of, a Third Party
Intellectual Property Claim Against Amlion Systems Pvt. Ltd. Co., provided
Amlion Systems Pvt. Ltd. Co. (a) promptly gives Customer written notice of the
Third Party Intellectual Property Claim Against Amlion Systems Pvt. Ltd. Co.,
(b) gives Customer sole control of the defense and settlement of the Third
Party Intellectual Property Claim Against Amlion Systems Pvt. Ltd. Co. (except
that Customer may not settle any Third Party Intellectual Property Claim
Against Amlion Systems Pvt. Ltd. Co. unless it unconditionally releases Amlion
Systems Pvt. Ltd. Co. of all liability), and (c) gives Customer all reasonable
assistance, at Customer’s expense.
8.3 Entire
Indemnification. This Article 8
sets forth each party’s liability and the other party’s sole and exclusive
remedy for indemnification related to a Third Party Intellectual Property Claim
against Customer or a Third Party Intellectual Property Claim against Amlion
Systems Pvt. Ltd. Co.
Article 9. Limitation of Liability
9.1
Direct Damages.
NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, A PARTY’S AGGREGATE
MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT
SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT FOR
THE 3 OR 6 OR 12 MONTHS PRIOR TO THE DATE SUCH CAUSE OF ACTION FIRST AROSE
(“FEE EXPOSURE”), EXCEPT THAT THE ETB LIMIT IN THIS SECTION 9.1 WILL NOT APPLY TO
DAMAGES ARISING FROM: (I) A PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS IN ARTICLE 8,
WHICH SHALL BE CAPPED AT TWO TIMES THE FEE EXPOSURE; OR (II) EXPRESS
OBLIGATIONS UNDER SECTION 2.2 RELATED TO THE
UNAUTHORIZED DISCLOSURE OF CUSTOMER DATA, WHICH SHALL BE CAPPED AT TWO TIMES
THE FEE EXPOSURE. THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER’S PAYMENT
OBLIGATIONS UNDER ARTICLE 3.
9.2 Exclusion of
Consequential and Related Damages. EXCEPT TO
THE EXTENT THAT THE DAMAGES OR COSTS SET FORTH IMMEDIATELY ABOVE IN SECTIONS
9.1(I) AND 9.1(II) ARE DEEMED CONSEQUENTIAL OR INCIDENTAL
DAMAGES, NEITHER PARTY (INCLUDING IN THE CASE OF AMLION SYSTEMS PVT. LTD. CO.,
ANY OF ITS SUPPLIERS OR THIRD PARTY LICENSORS) SHALL BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, EXEMPLARY, LOST PROFITS
OR REVENUES, COVER OR PUNITIVE DAMAGES, HOWEVER ARISING AND EVEN IF THE PARTY
AGAINST WHOM THE CLAIM IS MADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
9.3 Essential
Elements of Agreement. THE
FOREGOING LIMITATIONS OF LIABILITY AND DISCLAIMERS OF DAMAGES APPLY REGARDLESS
OF THE FORM IN WHICH AN ACTION (LEGAL, EQUITABLE OR OTHERWISE) IS BROUGHT,
WHETHER IN CONTRACT, TORT, OR OTHERWISE. THE LIMITATIONS OF LIABILITIES,
DISCLAIMERS OF WARRANTIES, EXCLUSIVITY OF REMEDIES, AND OTHER LIMITATIONS SET
FORTH HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES
(WITHOUT WHICH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WOULD NOT OCCUR)
AND WILL APPLY EVEN IF A REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
10.1
Notices. All
notices required or permitted by this Agreement shall be in writing and
delivered by personal delivery, express courier, or certified or registered
mail, and shall be effective upon delivery. Notices will be sent to a party at
its contact at the address set forth in this Agreement, or such other address
as either party may indicate by at least ten (10) days prior written notice to
the other party.
All notices to Amlion Systems Pvt.
Ltd. Co. should be sent to:
Amlion Systems Pvt. Ltd. Co.
Urael
Area, AB Zone, 4th Floor
P.
O. Box 1149 Code 1250
Addis Ababa
ETHIOPIA
Telephone
+251
97 878 7845
+251
97 878 7844
+251
97 878 7843
+251
11 562 0082
Fax
+251
11 562 0083
Wireless
+251
11 878 7307
Email:
info@amlionsystems.com
10.2
Assignment. Subject
to Amlion Systems Pvt. Ltd.Co.’s right to utilize Suppliers to supply all or
part of the TaxPLUS Services, neither party shall assign or transfer any of its
rights or delegate any of its duties under this Agreement, whether by operation
of law, as a result of a change of control or otherwise, without the other
party’s prior written consent, which consent the other party shall not
unreasonably withhold, delay or condition, and any purported assignment or
transfer shall be null and void. Notwithstanding the above, either party may
assign the Agreement as part of a general assignment to a successor-in-interest
who is not a direct competitor of the non-assigning party without the other
party’s prior written consent.
10.3
Survivability. The terms
of this Agreement, which by their nature one would reasonably intend to survive
this Agreement shall survive it, including terms addressing fees (Article 3),
confidentiality (Article
4), ownership (Article 5), termination (Article
6), representations and warranties (Article 7), indemnity (Article 8),
limitation of liability (Article 9), and the applicable
miscellaneous sections in Article 10.
10.4 Law and Jurisdiction. Ethiopian
law shall govern this Agreement. The parties expressly
exclude the application of the United Nations Convention on Contracts for the
International Sale of Goods. The federal and state courts in Federal
Democratic Republic of Ethiopia (FDRE) shall have exclusive jurisdiction with
respect to any action arising out of, relating to or in any way connected with
this Agreement, its negotiation or termination, or the TaxPLUS Services.
10.5 Article and
Section Headings. The
Article and Section headings herein are provided for convenience only and have
no substantive effect on the construction of this Agreement.
10.6
Force Majeure. Except
for Customer’s obligation to pay Amlion Systems Pvt. Ltd. Co. or to assume
obligations for taxes, neither party shall be liable for any failure to perform
due to causes beyond its reasonable control, such as war, terrorism, civil
commotion, Internet service interruptions or slowdowns, vandalism or “hacker”
attacks, or governmental demands or requirements.
10.7 Not for Use in High Risk Activities. Customer
acknowledges that the TaxPLUS Services are not designed or intended for use in
high-risk activities including, without limiting the generality of the
foregoing, in any direct or active operations of any equipment in any nuclear,
aviation, mass transit, or medical applications, or in any other inherently
dangerous operation.
10.8
Severability. If any
provision of this Agreement is held to be unenforceable, this Agreement shall
be construed without such provision.
10.9
Waivers. The
failure by a party to exercise or enforce any right hereunder shall not operate
as a waiver of such party’s right to exercise or enforce such right or any
other right in the future.
10.10
Publicity. Amlion
Systems Pvt. Ltd. Co. may add Customer’s name and logo to Amlion Systems Pvt.
Ltd. Co.’s published list of customers so as long as Customer continues to be a
subscriber of the TaxPLUS Services. Customer also agrees that after signing up
for TaxPLUS Services, Amlion Systems Pvt. Ltd. Co. may immediately issue a
generic press release which announces that a deal has been executed by the
parties. The text below is an acceptable form of such announcement
“Amlion Systems Pvt. Ltd. Co., one
of the leading and innovative technology systems solutions and Financial
Consultant companies in Ethiopia and who has brought an innovation in
its kind in Ethiopia, TaxPLUS (www.TaxPlus.online), an
online Ethiopian tax management system, announced today that (Customer)
subscribed (Name of TaxPLUS Package) of the TaxPLUS System. The agreement was
completed in the (quarter and year).”
10.11
Modifications, Additional Terms, Entire Agreement, Amendment. No purchase order or other
document that purports to modify or supplement this Agreement shall add to or
vary the terms of this Agreement. All proposed variations or additions, whether
submitted by Amlion Systems Pvt. Ltd. Co. or Customer, are objected to and
deemed immaterial unless otherwise agreed to in a writing signed by both
parties. This Agreement constitutes the entire agreement and understanding
between the parties concerning Customer’s access to the TaxPLUS Services and
may not be modified by custom or usage. This Agreement replaces and supersedes
all prior oral or written understandings, communications and representations
between the parties with respect to the TaxPLUS Services. This Agreement may be
amended only by a written document executed by a duly authorized representative
of each of the parties.
Copyright ©
. TaxPLUS System, Amlion Systems Pvt. Ltd Co.
All rights not expressly granted herein are reserved.