THIS END USER AGREEMENT (this “Agreement”) is made and entered into by and between CereTax, Inc., a Delaware corporation (“CereTax”) and the undersigned end user (“End User”) effective on the earliest of the date: (i) this Agreement is signed by both Parties, (ii) that End User clicks an icon/popup/button/link, checks a box, and/or provides an electronic signature on a CereTax webpage indicating that End User accepts and/or agrees to be bound by this Agreement, or (iii) End User first uses the Services (defined below) and/or the Subscriptions (defined below) (the “Effective Date”). CereTax and End User are each a “Party,” and are, collectively, the “Parties” to this Agreement. The Parties hereby agree as follows:

1. Services & Subscriptions. End User’s execution of this Agreement is a condition precedent for End User being able to access and use CereTax’s services (the “Services”), and the subscription(s) (each a “Subscription”) to CereTax’s cloud sales/use tax calculation solution software (the “CereTax Software”) for the subscription period(s) (each a “Subscription Period”), resold by the applicable authorized CereTax reseller (the “Reseller”) pursuant to End User’s agreement with the Reseller (the “Customer Agreement”). End User agrees to only use the Services and the Subscriptions in compliance with the terms and conditions set forth in this Agreement and the Customer Agreement. During the Subscription Period for a Subscription, unless Reseller will be providing service levels under the Customer Agreement, CereTax shall provide the service levels set forth in CereTax’s then current Service Level Agreement, made available to End User upon End User’s request.

2. Term of Agreement; Termination. The term of this Agreement shall commence on the Effective Date and continue until all Subscription Periods have been completed (collectively, the “Term”). Notwithstanding the foregoing, in addition to any other early termination rights set forth in this Agreement, CereTax may terminate this Agreement and the Subscription Periods early if End User breaches this Agreement and does not cure such breach within thirty (30) days after written notice of such breach. Upon termination of this Agreement: (i) End User shall cease using the Services and the Subscriptions; and (ii) CereTax shall make the End User Data (defined below) in CereTax’s possession available for electronic retrieval in the End User Data’s then current format in accordance with CereTax’s Data Retention Policy (aka Data Deletion Policy) available at https://app.drata.com/trust/9cb93c8a-0c38-11ee-865f-029d78a187d9, prior to CereTax’s deletion of such End User Data.

3. Ownership of CereTax Software. End User agrees that, as between the Parties, CereTax owns and shall retain all right, title, and interest in and to the CereTax Software, including, without limitation, all discoveries, improvements, inventions, enhancements, error corrections, updates, intellectual property, and trade secrets, made or conceived by either Party, or any third party, arising out of or relating to the CereTax Software. End User agrees to execute and deliver all documents and provide all testimony reasonably requested by CereTax to register and enforce intellectual property rights in the CereTax Software. All rights not expressly granted to End User are reserved to CereTax and no rights or licenses shall be deemed granted by implication, estoppel or otherwise.

4. Restrictions on the Use of the CereTax Software. End User may access and use the CereTax Software solely for End User’s internal business use, in accordance with this Agreement, and not for any other purpose. End User shall determine the persons who End User authorizes to use the CereTax Software on behalf of End User (each an “Authorized User”). A competitor, or agent of a competitor, shall not be an Authorized User and shall not access anything within the CereTax Software. End User shall notify CereTax of Authorized Users upon CereTax’s request. End User is solely responsible and liable for all actions and/or omissions of the Authorized Users. End User shall only allow Authorized Users to use the CereTax Software. End User shall not, nor knowingly allow any person to, do any of the following: (i) assign, sell, transfer, loan, rent, lease, sublicense, distribute, timeshare, give away, throw away, discard, and/or make copies of the CereTax Software; (ii) alter, modify, and/or create derivatives of the CereTax Software; (iii) reverse engineer, decompile, disassemble, and/or otherwise render in human readable form, all or any part of the CereTax Software; (iv) use the CereTax Software in violation of applicable law, rule, and/or regulation, including the laws of copyright, trademark, obscenity, defamation, and privacy; (v) cause any harm or damage to the CereTax Software, and/or (vi) violate the rights of any person through the use of the CereTax Software.
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5. Ownership & License of End User Data. Subject to the End User Data License (defined below) and the rights to Research Data (defined below), CereTax agrees that, as between the Parties, End User owns and shall retain all right, title, and interest in and to End User’s data that is provided to CereTax in connection with the Services and/or the Subscriptions (collectively, “End User Data”). End User hereby grants CereTax a worldwide, royalty-free, non-exclusive, right and license (the “End User Data License”) to use, process, manipulate and create derivative works from the End User Data to provide the Services and Subscriptions and to comply with CereTax’s other obligations under this Agreement and under applicable law. End User further grants to CereTax the right to access, compile and use End User Data for research and data compilation, provided however, that at all times, the results of such data compilation shall not identify End User (the “Research Data”). End User acknowledges that: (i) the Research Data shall not be deemed to be a derivative work of End User Data; (ii) CereTax owns all rights in and to the Research Data and (iii) the use of such Research Data shall be in CereTax’s sole discretion.

6. Protection of End User Data. CereTax will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of End User Data. Those safeguards will include, without limitation, measures designed to prevent unauthorized access to or disclosure of End User Data. CereTax will notify End User without unreasonable delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to End User Data, transmitted, stored or otherwise processed through the CereTax Software (“End User Data Event”). CereTax shall make reasonable efforts to identify the cause of such End User Data Event and take steps as CereTax deems necessary and reasonable in order to remediate the cause of such End User Data Event to the extent the remediation is within CereTax’s reasonable control and to the extent that the End User Data Event was not otherwise caused by End User or someone under End User’s control or direction.

7. Confidential Information. Each Party (the “Recipient”) acknowledges that, in connection with this Agreement, the Recipient might be making use of or acquiring the Confidential Information of the other Party (the “Discloser”). For purposes of this Agreement, “Confidential Information” shall mean (i) the confidential and proprietary information of the Discloser which is of a special and confidential nature and has tangible or intangible value; and/or (ii) the confidential and proprietary information of any other person or entity that the Discloser is obligated to maintain or hold as confidential. End User’s Confidential Information, includes, without limitation, the End User Data. CereTax’s Confidential Information, includes, without limitation, the source code for the CereTax Software, any CereTax policy documents or the results of any audit report (example: SOC2 policy documents or SOC2 audit report that CereTax may make available upon request), and the AWS Confidential Information (defined below). Notwithstanding the foregoing, Confidential Information shall exclude any information that: (i) is required by any court or government authority with competent jurisdiction; (ii) is generally and freely publicly available through no fault of the Recipient; or (iii) can be shown to have been independently originated by the Recipient. The Recipient acknowledges that the Confidential Information has been and shall continue to be of central importance to the business of the Discloser, and that disclosure of it to, or its use by, others could cause substantial loss to the Discloser. Except as otherwise expressly permitted by this Agreement and/or as needed to perform the Services and/or provide the Subscriptions, the Recipient agrees that at all times during and after the Term that the Recipient shall not, directly or indirectly, use, divulge or disclose to any person or entity, other than those persons or entities employed or engaged by the Recipient who or which are authorized to receive such information, any of the Confidential Information which was obtained by the Recipient as a result of the performance of this Agreement, and the Recipient shall hold all of the Confidential Information confidential and inviolate and shall not use the Confidential Information for any purpose other than performing Recipient’s obligations under this Agreement. “AWS Confidential Information” means the Amazon Web Services’ (“AWS”) information and materials that are provided by CereTax and/or AWS in connection with the Services and the Subscriptions, including, without limitation, any AWS compliance information (example: AWS SOC 2 Report). CereTax uses AWS’ infrastructure, platform, and software services to store, process, transmit, and manage various types of data and applications. End User agrees that the AWS Confidential Information is the confidential information and trade secrets of AWS. Without limiting End User’s other obligations under this Agreement, End User agrees to: (i) use End User’s best efforts to protect the confidentiality and trade secret status of the AWS Confidential Information; (ii) not use or disclose the AWS Confidential Information for any purpose other than in connection with the Services and the Subscriptions; (iii) limit access to the AWS Confidential Information only to those individuals employed by End User who need access to the Services and the Subscriptions and who agree in writing to protect the confidentiality of the AWS Confidential Information in the manner required by this Agreement; and (iv) not use the AWS Confidential Information to compete against AWS. End User further agrees that AWS is an intended beneficiary of this Agreement with respect to the AWS Confidential Information and is entitled to enforce AWS’s rights under this Agreement as if AWS were a party to this Agreement.

8. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, THE SUBSCRIPTIONS, AND/OR THE CERETAX SOFTWARE THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, THE SUBSCRIPTIONS, AND THE CERETAX SOFTWARE ARE PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS, WARRANTIES, AND/OR CONDITIONS OF ANY KIND, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CERETAX DOES NOT WARRANT THAT THE SERVICES, THE SUBSCRIPTIONS, AND/OR THE CERETAX SOFTWARE WILL MEET END USER’S REQUIREMENTS OR BE UNINTERRUPTED OR ERROR-FREE.

9. Infringement Indemnity by CereTax. CereTax agrees to indemnify, hold harmless, and defend End User from and against any third-party claim made or brought against End User to the extent alleging that End User’s use of the CereTax Software, as part of a Subscription in accordance with this Agreement, infringes such third-party’s intellectual property rights, provided that End User provides CereTax with: (i) written notice of such claim within ten (10) days of End User being notified of such claim (i.e., to enable CereTax to timely file an answer or seek a declaratory judgment in defense of such claim in the applicable court); (ii) reasonable cooperation with and assistance to CereTax in the defense and settlement of such claim; and (iii) sole control over the defense and settlement of such claim (collectively, a “CereTax Infringement Claim”). In the event of a CereTax Infringement Claim or if CereTax believes a CereTax Infringement Claim is likely, CereTax may, at CereTax’s option and expense and as full and complete satisfaction of CereTax’s obligation to End User with respect to such CereTax Infringement Claim: (i) modify the infringing or violating portion of the CereTax Software so as to make it non-infringing, while maintaining substantially similar functionality; (ii) replace the infringing or violating portion of the CereTax Software with a non-infringing and/or non-violating product having substantially similar functionality; (iii) obtain, on economically reasonable terms, the right for End User to continue using the infringing or violating portion of the CereTax Software, or (iv) if the previous resolutions are unavailable, terminate this Agreement. Notwithstanding anything in this paragraph to the contrary, CereTax shall have no obligation with respect to any claim that results or arises out of: (i) End User’s continued use of the CereTax Software after receipt of written notice from CereTax to cease using the CereTax Software, or after End User receives a remedy required to correct the infringing or violating portion of the CereTax Software; (ii) modifications to the CereTax Software without CereTax’s written approval made by any party other than CereTax; (iii) any combination of the CereTax Software with any other products, processes, or materials not provided or approved in writing by CereTax; (iv) End User’s use of the CereTax Software other than in accordance with the terms of this Agreement; and/or (v) any customization of the CereTax Software developed from or in accordance with specifications or directions provided by End User. THIS PARAGRAPH STATES AND SETS FORTH THE ENTIRE LIABILITY OF CERETAX, AND THE SOLE AND EXCLUSIVE REMEDY OF END USER, FOR ANY CLAIM OF INFRINGEMENT WITH RESPECT TO THE CERETAX SOFTWARE.

10. Tax Obligations of End User. End User’s use of the Services and the Subscriptions is End User’s sole responsibility and at End User’s sole risk. Furthermore, the Services and the Subscriptions do not relieve End User from End User’s sole responsibility and obligation of accurately and completely identifying taxing jurisdictions, complying with all requirements of all taxing authorities, determining tax rates, determining tax applicability to products/services, making tax calculations, preparing and filing required tax forms/returns, collecting and paying any and all required taxes, penalties, and interest, and/or requesting tax and penalty relief from all taxing authorities (collectively, the “Tax Obligations”). End User acknowledges and agrees that CereTax is not providing End User with any tax, accounting, or legal advice. End User further acknowledges and agrees that CereTax has no liability whatsoever for the Tax Obligations. ACCORDINGLY, END USER RELEASES AND WAIVES, AND INDEMNIFIES AND HOLDS HARMLESS CERETAX FROM AND AGAINST, ANY AND ALL CLAIMS AND/OR DAMAGES ARISING FROM, CONNECTED WITH, OR IN ANY WAY RELATED TO, THE TAX OBLIGATIONS AND/OR END USER’S USE OF THE SERVICES, THE SUBSCRIPTIONS, AND/OR THE CERETAX SOFTWARE IN CONNECTION WITH THE TAX OBLGIGATIONS.

11. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CERETAX AND/OR CERETAX’S OWNERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND/OR ANY OF THE FOREGOING’S RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE, AND WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN EXCESS OF US$10,000.00.

12. Binding on Successors and Assignment. This Agreement shall be binding upon the Parties and each of their respective successors and permitted assigns. This Agreement may not be assigned by a Party to a parent, subsidiary, affiliate, or any other third-party, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed.  

13. Amendment. This Agreement may only be amended by the written mutual consent of all Parties to this Agreement.

14. Choice of Law & Forum & Time to Bring Litigation. This Agreement shall be controlled, construed and enforced in accordance with the substantive laws of the State of Georgia, without regard to any laws related to choice or conflicts of laws. Any claim, dispute, or legal proceeding (“Litigation”) arising out of or in any way related to this Agreement shall be brought in any state or federal court within the state of the defendant’s principal office to the exclusion of all other jurisdictions and venues. ANY LITIGATION BROUGHT BY A PARTY AGAINST THE OTHER PARTY MUST BE INSTITUTED WITH ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES OR BE DEEMED FOREVER WAIVED AND BARRED.

15. Execution. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same Agreement. This Agreement may be electronically or manually signed and then transmitted electronically, by facsimile, and/or by email in .pdf format. The effectiveness of such signatures shall be the same as an original copy with manual signatures, and shall be binding on all Parties. Alternatively, this Agreement shall become effective, with both Parties being fully bound to this Agreement upon either (i) End User clicking an icon/popup/button/link, checking a box, and/or providing an electronic signature on a CereTax webpage indicating that End User accepts and/or agrees to be bound by this Agreement; or (ii) End User first using the Services (defined below) and/or the Subscriptions (defined below).

16. Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be unenforceable in any respect, such provision shall be modified to be made enforceable, or if that is not possible, this Agreement will be construed as if such provision had never been contained in this Agreement.

17. Entire Agreement. This Agreement embodies the entire agreement between the Parties with respect to the subject matter contained in this Agreement, and the Parties have not relied upon any promises, representations, warranties, agreements, covenants or undertakings, other than those expressly set forth or referred to in this Agreement. This Agreement supersedes all prior or contemporaneous negotiations, understandings and agreements, whether written or oral, between the Parties with respect to the subject matter contained in this Agreement. No terms or conditions of any purchase order shall be binding upon a Party unless it is set forth in a written instrument which is signed and delivered on behalf of such Party. If End User issues a formal purchase order in connection with this Agreement, such purchase order must not add any conflicting or additional terms or conditions to those set forth in this Agreement, and such conflicting or additional terms will be null and void and of no force or effect.

18. Survival. Notwithstanding the termination of this Agreement, provisions of this Agreement that should logically survive such termination shall survive such termination.IN WITNESS WHEREOF, the Parties have duly executed this Agreement effective as of the Effective Date.