CCH Sales and Use Tax Master Product Agreement

This CCH Sales and Use Tax Master Product Agreement (this “Master Agreement”) is made by and between CCH Incorporated, a Wolters Kluwer company (“CCH”) located at 2700 Lake Cook Road, Riverwoods, Illinois 60015, and “Customer,” and governs the License for each Product, as well as any Service provided to Customer in connection therewith, as specified on an executed Order Form. This Master Agreement will continue to govern any other Product Licenses that reference this Master Agreement per the terms of their respective Order Forms, subject to subsection 11.1 hereof.


  1. Usage & Ownership
  2. Online Accounts
  3. Services
  4. Support
    1. Right to Use. Subject to the terms and conditions of this Master Agreement and the applicable Order Form, CCH grants to Customer the limited, nontransferable, nonexclusive License to access and use, and to permit Authorized Users to access and use, the Product solely for Customer’s internal use. CCH reserves all rights in and to the Product not expressly granted in this Master Agreement. Without limiting the generality of the foregoing, the right to access and use the Product granted herein does not cover any underlying components of the Product, CCH’s underlying application engines, or any other component of the Product or the operating environment within which the Product operates that is not intended by CCH for access by any Authorized User.
    2. Restrictions. The rights granted to Customer under this Master Agreement are conditioned upon Customer’s compliance with the terms of this Master Agreement and the Order Form(s), including the timely payment of all applicable Fees. Customer shall cause each Authorized User to comply with the terms and conditions of this Master Agreement and will be responsible for any noncompliance. 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 Product or any part of the Product, including any component which comprises the Product; (b) view, read, modify, port, adapt or create derivative works of the Product; (c) reverse compile, reverse assemble, disassemble or print the Product’s source code or object code or other runtime objects or files related to the Product or otherwise reverse engineer, modify or copy the look and feel, functionality or user interface of any portion of the Product; (d) rent, lease, distribute (or redistribute), provide or otherwise make available the Product, in any form, to any third party (including in any service bureau or similar environment) unless expressly authorized by CCH in a signed writing; (e) use the Product to process the data of any external clients of Customer or any third party (whether on an outsourcing, service bureau, or other basis), unless expressly permitted by CCH in a signed writing; (f) share use or access of the Product with other practitioners (including outsourcers performing work for Customer) who are not Authorized Users in Customer’s practice, 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 Product or any portion thereof; (i) defeat, disable or circumvent any protection mechanism related to the Product; or (j) publish, distribute (or redistribute), sell or otherwise reproduce any document or tax rate data retrieved through the Product (even if in the public domain) in any manner that exceeds the scope of this Master Agreement. In addition, Customer shall not violate or attempt to violate the security of CCH’s networks or servers, including (x) access data not intended for Customer or log into a server or account which Customer is not authorized to access; (y) attempt 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 (z) attempt to interfere with service to any user, host or network, including by means of submitting a virus, overloading, flooding, spamming, mail bombing or crashing.
    3. Reservation of Rights & Ownership of Developed Materials. CCH 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 Product which are protected under United States intellectual property laws and international treaty provisions. Any unauthorized use of any Product will result in cancellation of this Master Agreement as well as possible civil damages and criminal penalties. Customer is not permitted to use “CCH INCORPORATED,” “CCH,” or any other trade or service marks of CCH or any of its Affiliates in Customer’s announcements, advertising or other materials unless expressly agreed to in writing by an authorized representative of CCH. Customer acknowledges and agrees that CCH and its Affiliates and any applicable licensor’s retention of contractual and intellectual property rights is an essential part of this Master Agreement. CCH and its Affiliates and any licensor (as applicable) will own and Customer hereby assigns, to the extent applicable, to CCH all rights in (i) any copy, translation, modification, adaptation or derivative work of the Product, 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.
    1. Protection of Access Information. If applicable, CCH 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 Product. 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 Product that is 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 Master Agreement. Customer agrees to promptly notify CCH 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 CCH.
    2. Additional Online Terms. CCH may post duplicative and/or additional relevant terms of use, conditions and/or polices (“Online Terms”) at the online location where Authorized Users access the Product. 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 Master Agreement and any Online Terms, the terms of this Master Agreement will govern.
    3. Internet Connectivity; Disclaimer. To the extent that CCH (either itself or through a third party) makes the Product 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 Product. Customer acknowledges that the Internet is known to be unpredictable in performance and may, from time to time, impede access to the Product or performance hereunder. Customer agrees that CCH is not in any way responsible for any interference with Customer’s use of or access to the Product arising from or attributable to the Internet and Customer waives any and all claims against CCH in connection therewith.
    1. General CCH may offer certain additional services related to the Product. Such services may include, but are not limited to: (i) implementation services; (ii) set-up services; (iii) training for Customer personnel; (iv) file conversion services; and (v) any other services specifically identified in a Statement of Work (hereinafter referred to as “Services”). For avoidance of doubt, in no event shall any component or functionality of the Product be deemed a Service under this Master Agreement CCH will provide Services, at Customer’s election and following Customer’s signature and CCH’s acceptance of a Statement of Work describing the nature, scope, project assumptions, fees, duration, and location(s) of the covered Services. Services will be provided in accordance with such SOW and subject to the terms and conditions of this Master Agreement. In performing Services, CCH may assign CCH personnel, authorized agents or qualified third-party contractors (“Consultants”). Further, if applicable to the engagement, certain Services may be co-sourced through a third party chosen by Customer as detailed in the Statement of Work.
    2. Customer Obligations. In connection with CCH’s provision of the Services, Customer shall: (i) provide sufficient, qualified personnel who are capable of performing Customer’s duties, tasks, and obligations under the SOW; (ii) provide access to suitable working space and office support (including access to telephones, voicemail, photocopying equipment, fax machines, office supplies, etc.), as CCH may reasonably request; (iii) provide CCH with access to and use of such technical equipment and support services (including, but not limited to, computers, printers, network connections, network IDs and passwords, email, and assistance in configuring such equipment and services) as CCH may reasonably request; (iv) issue to CCH personnel such security badges, keys, key cards, passwords, and similar identification and/or security devices as may be necessary for CCH to access Customer’s facility during Customer’s normal business hours and as otherwise reasonably requested by CCH in order to facilitate CCH’s ability to timely perform the Services described in any SOW; and (v) perform such other duties and tasks as may be reasonably required to enable CCH to perform its duties, tasks, and obligations under any SOW. To the extent that Customer is providing equipment, information, and/or site and system access and facilities, Customer shall be responsible for procuring all consents, licenses, approvals and/or permissions as may be necessary with respect to CCH’s use of same. Customer shall advise CCH of any hazards to the health and safety of CCH’s personnel on Customer’s premises and provide CCH’s personnel with appropriate information regarding applicable safety and security procedures. Customer acknowledges and agrees that CCH’s performance of the commitments described in any SOW hereto is dependent upon and subject to CCH’s timely, complete, and accurate receipt of the information and access described above. Customer acknowledges and agrees that its failure to perform or to timely perform any of its obligations under this Master Agreement and any SOWs may affect the timing and cost of Services to be provided by CCH under this Master Agreement and any SOWs and that CCH shall not be liable for any deviations from any schedules or workplans agreed to by the parties under a SOW due to any such failure(s) by Customer.
    3. Service Deliverables. Any Services provided for Customer under this Master Agreement will be performed in connection with one or more Products Licensed by Customer. To the extent that CCH creates Service Deliverables (as defined below) in the course of providing the Services, CCH shall retain the exclusive right, title and interest (including all ownership and intellectual property rights) in such Service Deliverables. Conditioned upon CCH’s timely receipt of all amounts due and payable under the SOW for the Service Deliverables, CCH hereby grants to Customer a non-exclusive, non-transferable, fully-paid license to use the Service Deliverables in connection with Customer’s use of the applicable Licensed Product(s) for internal business purposes only, and such license shall remain in effect until the expiration or termination of the Product License for which the Services were performed. “Service Deliverables” shall mean computer programs and program objects of any kind (including source code and object code), program set-up and customization parameters, software libraries, tools, utilities, and data, the tangible media on which any of the foregoing are recorded, and all proprietary rights (including, without limitation, rights under patent, copyright, trade secret and other similar laws) therein, that are provided to Customer by CCH in the course of performing the Services.
    1. Support. During the Term of a Product’s License, CCH will provide such remote support services as CCH provides generally to customers as part of its then current Product support program (“Support”) Monday through Friday 8:00AM – 7PM CST. Extended Support is available for certain Products for additional fees. Support shall not include, and CCH 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. Customer agrees that Customer and/or Customer’s agents or employees will not knowingly place more than one call at any given time to CCH’s telephone Support number(s) regarding the same situation, support question, issue or matter. CCH reserves the right to terminate Customer’s access to Support if it determines that Customer is committing acts that are disruptive to CCH’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 CCH customer Support lines, etc.).
    2. Data Retention. CCH will use reasonable efforts to retain the information and data properly submitted to the Product by Customer as part of Customer’s authorized use of the Product (“Customer Data”) for at least one (1) year following the year in which Customer submitted any such Customer Data. CCH 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 CCH. If applicable, upon any annual renewal, Customer must review all tax-exempt certificates submitted to the Product to confirm, update, and remove certificates and affirmatively elect to retain current certificates for the following year. Upon Customer’s request, and subject to payment of any fees charged by CCH therefor, CCH shall use commercially reasonable efforts to make available for retrieval by Customer, all Customer Data then in CCH’s possession or control per CCH’s customary internal business practices.
    3. Data Security; Ownership. CCH 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 CCH and Customer, CCH acknowledges that Customer retains ownership of the Customer Data. However, by submitting Customer Data to the Product, Customer grants CCH the nonexclusive, worldwide, transferable right, on a royalty-free basis, to possess, store, use, copy, distribute and process Customer Data solely for the purposes of fulfilling CCH’s obligations and/or exercising CCH’s rights hereunder. This right may be sub-licensed only to third parties assisting CCH in providing the Product or otherwise fulfilling CCH’s obligations hereunder. Customer represents, warrants and covenants to CCH that CCH’s use of the Customer Data in compliance with the foregoing license grant shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party. Customer acknowledges and agrees that security safeguards, by their nature, are capable of circumvention and that CCH does not, and cannot, guarantee that the Product, CCH’s systems, and the information contained therein (including confidential information) cannot be accessed by unauthorized persons capable of overcoming such safeguards. For avoidance of doubt, the parties acknowledge and agree that (i) CCH will not 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 Product that is provided to Customer, and (ii) any unauthorized access to or loss of Customer Data shall not constitute a breach by CCH of its confidentiality obligations under this Master Agreement. CCH reserves the right, in its sole discretion, at any time, to remove any Customer Data that it believes to be in violation of this Master Agreement.
    1. Fees. Customer must pay to CCH the Fees for the Product (including associated Services and any product support beyond standard Support) set forth on the Order Form(s). Customer agrees to pay all such Fees within thirty (30) days of the invoice date. CCH may 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. In addition, CCH, in its discretion, may suspend or deny access to the Product if there is an unpaid invoice that is outstanding. ALL SALES ARE FINAL.
    2. License Based on Metric. Customer’s License Fee may be dependent on certain metrics (e.g., number of Users, number of states that are involved, number of transactions or returns) as specified on the Order Form. If Customer’s actual use exceeds the amount specified on the Order Form, CCH shall have the right to invoice Customer the difference between the License Fee provided and the License Fee that would have been calculated had Customer’s actual usage been known. Customer shall pay such additional amount within thirty (30) days of receiving an invoice from CCH. This right shall not limit or preclude any additional remedies available to CCH provided by law or equity, including subsection 10.1.
    3. Taxes. Fees are exclusive of any taxes, assessments or duties that may be assessed upon the Product or any Support or Services provided under this Master 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 CCH for any such taxes payable or collectable by CCH. Such taxes do not include taxes based upon CCH’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 Customer's address listed on the Order Form. Tax exemption certificates, if any, must be submitted at the time of order. Customer acknowledges that the Product is pre-written software of general application.
    1. Expiration of Rights. Subject to the terms of subsection 6.2 - 6.5, the term of Customer’s License to any Product will be one (1) year from the Start Date of the License (the “Term”), unless otherwise specified on the Order Form.
    2. Expiration of Master Agreement. If the License(s) granted under this Master Agreement are not renewed pursuant to subsection 6.5, then this Master Agreement will automatically expire and terminate upon the expiration of the last License provided under this Master Agreement.
    3. Termination of Master Agreement for Cause by CCH. This Master Agreement, including all rights provided hereunder, may be terminated by CCH for cause, in its sole discretion, (i) immediately upon notice to Customer if Customer commits an incurable breach of the terms or conditions of this Master Agreement, or (ii) if Customer fails to cure a curable breach of this Master Agreement within thirty (30) days of being provided with notice of such breach. Termination of this Master Agreement pursuant to this subsection 6.3 will not require payment of a refund to Customer and will not affect: (a) Customer’s obligation to pay any Fees due, or (b) any remedies available to CCH by law or equity.
    4. Effect of Expiration or Termination of Master Agreement. Upon any expiration or termination of this Master Agreement, all rights granted to Customer hereunder will immediately terminate and CCH will have the right to immediately and indefinitely terminate Customer’s access to and use of the Product. The following sections will survive the expiration or termination of this Master Agreement: subsections 1.2, 1.3, 2.3, 4.2, 6.4, 5.2, 8.4, 8.5 and 8.6, and Sections 7, 9, 10, 11 and 12.
    5. Renewals. Customer may be able to renew, pursuant to the terms and conditions of this Master Agreement (and subject to subsection 11.1 hereof), its License(s) for the Product(s), and obtain related Support, by paying all applicable renewal Fees. CCH, in its discretion and for any reason, may decide not to renew Customer’s License(s) to the Product(s); in which case, CCH will make reasonable effort to notify Customer of this decision prior to the expiration of Customer’s then-current term.
    6. Suspension of Access. In addition to any other suspension or termination rights of CCH pursuant to this Master Agreement, CCH may suspend or terminate Customer’s access to and/or use of any Online Account 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 CCH, in CCH’s sole judgment, to have or attempted to have damaged, harmed or misused CCH’s software, server, network or other systems; or (b) as necessary or appropriate to comply with any law, regulation, court order, or other governmental request or order or otherwise protect CCH from potential legal liability or harm to its business. CCH 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), CCH will promptly restore Customer’s access to the Online Account as soon as the event giving rise to the suspension has been resolved as determined in CCH’s discretion. Nothing contained in this Master Agreement will be construed to limit CCH’s actions or remedies or act as a waiver of CCH’s rights in any way with respect to any of the foregoing activities. CCH 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 Product as set forth in this Master Agreement.
    1. Professional Responsibility. Customer understands, agrees and acknowledges that:
      1. Use of the Product does not relieve Customer of responsibility for the preparation, content, accuracy (including computational accuracy), and review of tax calculations or returns prepared by Customer while using the Product or any other work product generated by Customer while using the Product;
      2. Customer will neither inquire nor rely upon CCH for any tax, accounting, legal or other professional or expert advice of any kind;
      3. Customer will comply with all State electronic filing regulations as shall be in effect from time to time;
      4. Customer is solely responsible for providing all complete, correct and necessary information directly to the taxing authorities;
      5. Customer is solely responsible for any and all liability arising from the use, inability to use or misuse of its internal electronic filing processes and the filing of returns with the taxing authorities resulting therefrom;
      6. CCH cannot guarantee that taxing authorities will accept all returns due to circumstances that are beyond CCH’s reasonable control. Customer agrees to review the electronic filing and remittance status after submission to confirm the file was accepted. For jurisdictions that do not accept electronic remittance, Customer must submit returns using standard paper methods;
      7. Customer will retrieve in a timely manner any electronic communications made available to Customer by CCH (for example, electronic filing transaction data such as acknowledgements and e-mail messages in Customer’s inbox); and
      8. Customer is fully and solely responsible for: (a) selection of adequate and appropriate products to satisfy Customer’s business needs and achieve Customer’s intended results; (b) use of the Product; (c) all results obtained from the Product; (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 Product, and for all costs associated therewith; and (e) selection, use of, and results obtained from any other programs, computer equipment or services used with the Product.
    2. Customer’s Representations. Customer represents, warrants and covenants that:
      1. Customer has full power and authority to enter into this Master Agreement and all Order Forms and SOWs hereunder and to perform its obligations under this Master Agreement and such Order Forms and/or SOWs, and that this Master Agreement and all such Order Forms and SOWs have been duly authorized and constitute valid and binding obligations of Customer;
      2. Customer is accessing and using the Product solely for Customer’s own use within the scope of the License granted to Customer;
      3. Customer has provided or confirmed to CCH a good faith estimate of requested quantities, as applicable for CCH’s determination of the appropriate License Fee;
      4. Customer will not access or use the Product to create a product, service or database that competes with CCH or any Product;
      5. Customer is responsible for complying with all rules, regulations and procedures of local, state, federal and foreign authorities applicable to Customer and its business, including all rules, regulations and procedures of the relevant taxing authorities;
      6. Customer will be solely responsible for compliance with this Master Agreement by the Authorized Users, and to the extent applicable, all Clients;
      7. Customer will not otherwise violate the rights of any third party while accessing or using the Product;
      8. Customer has sole responsibility for all data, information, records or files that are uploaded and/or stored on the Product by or on behalf of Customer (“Customer Data”);
      9. Customer agrees not to 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; or (vi) if the uploading or transmission would violate, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability(vi) that constitutes protected health information under the Health Insurance Portability and Accountability Act (HIPAA) or any successor law;
      10. Customer will not use the Product to transmit, route, provide connections to or store any material that violates or promotes the violation of any of the restrictions of subsection 7.2.9 above; and
      11. To the extent Customer needs to upload or transmit to CCH’s servers any Customer Data subject to the General Data Protection Regulation (EU) 2016/679, Customer shall first contact CCH at and CCH shall provide Customer with an addendum to this Master Agreement setting forth the terms and conditions of CCH’s processing of such Customer Data pursuant to this Master Agreement; and;
      12. Customer represents, warrants and covenants to CCH that CCH’s use of the Customer Data in compliance with the foregoing license grant shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party. CCH does not claim any ownership rights in any Customer Data. CCH reserves the right, in its sole discretion, at any time, to remove any Customer Data that it believes to be in violation of this Master Agreement.
    3. Indemnification Customer agrees to indemnify and hold harmless CCH, 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 and any taxing authorities) relating to: (a) Customer’s breach of any of its obligations, representations and/or warranties under this Master Agreement; or (b) except to the extent of claims for which CCH is liable under Section 8 below, Customer’s use of the Product and/or any third party software, application or service.
    1. CCH’s Product Warranties. CCH represents and warrants that: (i) it has title to the Product or the right to grant Customer the rights granted hereunder; (ii) the Product and Service Deliverables do not violate any third party’s United States patent, copyright or trade secret rights; and (iii) CCH has not inserted into the Product any virus or similar device to erase data. Customer’s sole and exclusive recourse and remedy, and CCH’s sole, exclusive and entire liability, for a breach of items (i) and (ii) by CCH shall be the exercise of Customer’s indemnity rights under subsection 8.3 below. For a breach of item (iii) Customer’s sole and exclusive recourse and remedy – and CCH’s sole, exclusive and entire liability – shall be to terminate the Master Agreement and obtain a refund of the Fees paid for the directly affected Product less an allocation for use made by Customer prior to the breach.
    2. CCH’s Service Warranties. CCH warrants that (i) the Services will be performed in a workmanlike manner, and (ii) the Service Deliverables will substantially conform to the specifications contained in the Statement of Work for a period of thirty (30) days after the date of Customer’s receipt of such Service Deliverables. CCH shall, as Customer’s sole and exclusive remedy and CCH’s sole and exclusive liability hereunder, (i) re-perform any part of the Services not performed in compliance with the foregoing warranties brought to its attention in writing in reasonable detail promptly after that part of the Services was performed, (ii) use commercially reasonable efforts at its own expense to cause any non-conforming Service Deliverables to substantially conform to the specifications or replace such non-conforming Service Deliverables with substantially conforming Service Deliverables, or (iii) if CCH reasonably and in good faith determines that it is unable to comply with such warranty as to a portion of the Services or Service Deliverable, then CCH shall refund the Fees paid by Customer for any portion of the Services, Products or Service Deliverable rendered unusable by CCH’s inability to comply with such warranty. No claim with respect to any part of the Services or Service Deliverable may be made more than thirty (30) days after such part was performed or received by Customer.
    3. Indemnification by CCH.
      1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officers and directors, at CCH’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 Master Agreement) from and against any claims, demands, actions or proceedings by any third parties alleging that Customer’s use of a Product or Service Deliverable as provided and permitted herein infringes or violates such third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer cooperates reasonably, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim.
      2. CCH’s indemnity obligations under subsection 8.3.1 hereof will not apply if and to the extent that they arise from or relate to: (i) the access or use of the Product or Service Deliverable in any manner other than as provided and permitted by CCH hereunder and as required to be used by Customer hereunder; or (ii) the use of the Product or Service Deliverable in combination or in connection with any intellectual property, services, reports, documentation, hardware, software, data or technology that is not supplied by CCH.
      3. If any Product becomes, or in CCH’s opinion, is likely to become, the subject of a third party claim covered by CCH’s indemnification obligations under subsection 8.3.1, then CCH may, in its sole discretion and at its sole cost and expense: (i) procure for Customer the right to continue using such Product or Service Deliverable; (ii) modify the infringing portion of the Product or Service Deliverable so as to render it non-infringing but still appropriate for its intended use under this Master Agreement; or (iii) replace the infringing portion of the Product or Service Deliverable with non-infringing items with substantially similar functionality. If CCH reasonably determines that none of the foregoing is commercially practicable, then CCH may elect to terminate this Master Agreement and grant Customer a refund of the Fees paid for the particular infringing Product or Service Deliverable during the most recent License Term for such Product and/or Service Deliverable.
      4. This subsection 8.3 states CCH’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.
    5. Limitation of Liability and Damages. NEITHER PARTY (AND, IN THE CASE OF CCH, 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 MASTER AGREEMENT, THE PRODUCTS, SERVICE DELIVERABLES, SUPPORT AND/OR SERVICES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO ANY VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS AS SET FORTH HEREIN. THE TOTAL LIABILITY OF CCH AND ITS AFFILIATES, CONSULTANTS, distributors, agents, subcontractors and licensors TO CUSTOMER OR ANY THIRD PARTY RESULTING FROM OR ARISING OUT OF THIS MASTER AGREEMENT, THE PRODUCTS, SERVICE DELIVERABLES, SUPPORT AND/OR SERVICES FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID HEREUNDER BY CUSTOMER FOR THE APPLICABLE PRODUCTS OR SERVICES WITHIN THE TWELVE-MONTH PERIOD PRECEDING THE DATE SUCH CLAIM OR CAUSE OF ACTION FIRST AROSE. CCH is not an insurer with regard to performance of the Products or Service Deliverables. Customer agrees to assume the risk for: (a) all liabilities disclaimed by CCH herein, and (b) all alleged damages in excess of the amount of the limited remedy provided hereunder. The allocations of liability in this subsection 8.5 represent the agreed, bargained-for understanding of the parties and CCH’s compensation hereunder reflects such allocations. The limitation of liability and types of damages stated in this MASTER Agreement are intended 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 MASTER Agreement fails of its essential purpose.
    6. Third Party Products. The Products or Service Deliverables 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 Products or Service Deliverables may be offered through CCH but will be provided by third-parties. Furthermore, the Products or Service Deliverables 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 CCH. 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 CCH from all liability and responsibility with respect thereto.
    7. Open Integration Platform. Customer acknowledges that the Product offers an open integration platform that allows Customer, pursuant to a separate OIP License Agreement, to create one or more integrations between the Product and such other applications, programs or databases of Customer or a third party as Customer may choose or, without the need of a separate OIP License Agreement, use such integrations created by a third party. Customer further acknowledges and agrees that, as between CCH and Customer, Customer is solely responsible for all such integrations, whether created by Customer or a third party, and CCH shall have no responsibility or liability whatsoever for any such integrations, for any applications, programs or databases integrated into the Product with such integrations or for any issues with the Product or Customer Data caused by or related to the creation or use of such integrations or attributable to such third parties.
    1. Nonuse and Nondisclosure. Customer and CCH agree that during the term hereof and for four (4) years after termination or expiration of this Master Agreement, or for such longer period as may be required by applicable law or regulation (e.g., IRS regulations), all non-public information furnished or disclosed to the other pursuant to this Master Agreement, including the terms of Customer’s Order Form(s), SOWs, proprietary information within the Product, Customer Data and any discussions between the parties regarding other potential business relationships (the “Confidential Information”), shall be held in strict confidence by the other party, and will not be used other than as provided herein or made available or disclosed to any third party without the other party’s prior written consent. Each party also agrees to restrict dissemination of such Confidential Information to only those persons in their respective organizations or third-party consultants or service providers who have a need to know such Confidential Information to perform the obligations under this Master Agreement. Each party will be deemed to have fulfilled its confidentiality obligations under this Section 9 if it affords the other party’s Confidential Information at least the same degree of care it takes in protecting its own confidential information from unauthorized disclosure (but in no event using less than a reasonable degree of care
    2. Exceptions. Notwithstanding the above restrictions, neither party will have any obligation for any nonuse or nondisclosure of Confidential Information which (i) is now or subsequently enters the public domain through means other than disclosure by a party hereto in breach of the terms of this Master Agreement; (ii) is lawfully obtained from a third party without an obligation of confidentiality; (iii) is independently developed by such party or is already lawfully in the possession of the receiving party free of any obligation of confidence to the other party; or (iv) is required to be disclosed by law, by court order or by order of any government or administrative tribunal having jurisdiction over the recipient, provided that the recipient must, to the extent legally permitted, notify the disclosing party of any such requirement prior to disclosure in order to afford such other party an opportunity to seek a protective order to prevent or limit disclosure, and the recipient will reasonably cooperate with the disclosing party’s efforts to obtain such protective order.
    3. Expiration. Subject to subsection 4.2, upon termination or expiration of this Master Agreement, both parties agree to destroy all copies of written Confidential Information. Notwithstanding any of the foregoing, CCH shall be entitled to keep copies of Confidential Information (i) preserved or recorded in any computerized data storage device or component (including any hard drive or database) or saved automatically to standard back-up or archival systems, and/or (ii) as required by applicable law or regulation; provided, that such Confidential Information shall remain subject to the confidentiality requirement of this Master Agreement. The disclosing party will retain all proprietary rights to the information it discloses hereunder, regardless of the expiration of the obligations under this Section 9. This Section 9 will supersede any nondisclosure agreement that the parties may have executed prior to having entered into this Master Agreement.
    1. Audit. Upon CCH’s written request, Customer must furnish CCH with a signed certificate verifying that the Product is being accessed and used in compliance with all of the terms and conditions of this Master Agreement, including being accessed and used only by Authorized Users and to the extent permitted herein, by Clients. At its expense, CCH, itself or by its third-party agents, may audit Customer’s compliance with the requirements of this Master Agreement. Any such audit will be conducted not more than once per calendar year and during regular business hours at Customer’s facilities and will not unreasonably interfere with Customer’s business activities. During any such audit CCH and its designees may have access to Customer’s computer systems and records and conduct forensic reviews thereof and may interview any of Customer’s current and former employees and contractors. If CCH determines that Customer has not paid the Fees required pursuant to this Master Agreement for Customer’s access or use of the Product, Customer will be invoiced for such Fees, plus an additional 1.5% monthly interest rate, or the maximum lawful amount, of the unpaid Fees (dating back to the time when such fees should have been paid). Customer shall pay (directly or by reimbursing CCH) the reasonable cost of the audit if the audit detects unpaid Fees that exceed five percent (5%) of the total Fees actually paid for the period so audited. This right shall not limit or preclude any additional remedies available to CCH provided by law or equity.
    2. Limitations Period Except for collection actions which may be brought by CCH within the applicable statute of limitations period, at any time and without limiting claims for indemnification hereunder, any claim or cause of action arising under or otherwise relating to this Master Agreement, any Order Form, or the subject matter hereof or thereof, whether based on contract, tort (including negligence) or otherwise, must be commenced within one year from the date such claim or cause of action first arose.
    3. Jurisdiction. This Master Agreement will be governed in all respects by the laws of New York, without regard to any conflicts of law principles, decisional law, or statutory provision which would require or permit the application of another jurisdiction’s substantive law. Any Party bringing a legal action or proceeding against any other Party arising out of or relating to this Master Agreement shall bring the legal action or proceeding in a state or federal court in New York, New York. Each Party waives, to the fullest extent permitted by law, (i) any objection which it may now or later have to the laying of venue of any action or proceeding arising out of or relating to this Master Agreement brought in a state or federal court in New York, New York; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to this Master Agreement or to the parties in general.
    5. Enforcement. Customer will pay all of CCH’s attorneys’ fees and costs and expenses incurred in the enforcement of any of the provisions of this Master Agreement.
    6. Remedies. Customer acknowledges that the Product and other proprietary information of CCH are unique and that, in the event of any breach of this Master Agreement by Customer, CCH may not have an adequate remedy at law, and will be entitled to seek injunctive or other equitable relief without the necessity of proving actual damages. Unless specifically stated otherwise elsewhere in this Master Agreement, the various rights, options, elections, powers and remedies of a party or parties to this Master Agreement shall be construed as cumulative and no one of them exclusive of any others or of any other legal or equitable remedy, which said party or parties might otherwise have in the event of breach or default in the terms hereof.
    7. Notices. All notices, demands, consents or requests given by a party hereto must be in writing and sent by delivery via a third party, nationally recognized tracked express mail service, postage prepaid, addressed to either Customer’s billing address or to CCH Incorporated, Attn: Legal Department, GC TAA, 2700 Lake Cook Rd, Riverwoods, IL 60015. Customer agrees to always provide CCH with Customer’s most current contact information, including Customer’s address, phone number, fax number and e-mail address.
    8. Severability. If any provision of this Master Agreement is held to be invalid, illegal or unenforceable, such provision shall be, to the maximum extent permitted by applicable law, construed or limited, and/or deemed replaced by a revised provision, to the extent (and only to the extent) necessary to render it valid, legal and enforceable and, as nearly as possible, to reflect and achieve the parties’ intentions in agreeing to the original provision. If it is not possible to so construe, limit or reform any such provision, then the invalid, illegal or unenforceable provision shall be severed from this Master Agreement. In any event, the remaining provisions of this Master Agreement shall be unaffected thereby and shall continue in full force and effect.
    9. Waiver. A party’s failure or delay to require compliance with any term of this Master Agreement, or to exercise any right provided herein, shall not be deemed a waiver by such party of such term or right. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Master Agreement, and no course of dealing between the parties, shall operate as a waiver or legally bar a party from enforcing any right, remedy or condition. All waivers must be made in writing and signed by the waiving party and any such waiver on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion.
    1. Entire Agreement. This Master Agreement, along with the Order Form(s), SOW(s) and Online Terms, constitutes the entire and exclusive agreement, understanding and representation, express or implied, between Customer and CCH with respect to the subject matter hereof; it is the final expression of that agreement and understanding, and it supersedes all prior agreements and communications between the parties (including all oral and written proposals, as well as any nondisclosure agreement as it may relate to information and data that is disclosed in connection with the Products and Services), with respect to said subject matter. In the event of a conflict, the Order Form will control, then the Master Agreement, SOW and then any other terms provided by CCH, unless CCH explicitly acknowledges and upholds the particular conflict in such other document. Oral statements made about the Product, Support and/or Services will not constitute warranties, will not be relied on by Customer, and will not be binding or enforceable. No supplement, modification or amendment of this Master Agreement will be binding unless executed in writing by CCH and Customer after reasonable opportunity to accept or reject such supplement, modification or amendment, provided that CCH may supplement this Master Agreement if such supplement is a clarification or is otherwise not adverse to Customer. CCH reserves the right to revise this Master Agreement from time to time in its discretion, provided that any such revisions shall not be effective with respect to Customer until the commencement of Customer’s next renewal term, if any.
    2. Evaluation Use. If the Product is made available to Customer on an evaluation, demonstration or trial basis, then this Master Agreement will govern Customer’s access and use except as modified by this subsection 11.2. Any Product made available to Customer for evaluation, demonstration or trial purposes shall only be accessed and used for a limited period of time. Certain functionality of such Product may be disabled or restricted. Commercial use of such Product is not authorized, is outside the scope of this Master Agreement, and is a violation of U.S. and international copyright laws. Access to any Product made available on an evaluation, demonstration or trial basis shall be terminated and disabled by CCH upon the conclusion of the evaluation, demonstration or trial. Customer must purchase a License from CCH before accessing or using the Product for any commercial purpose. The following sections of this Master Agreement shall not apply to any Product made available to Customer on an evaluation or trial basis: subsections 1.1, 8.1, 8.2 and 8.3, and Sections 3, 4, 5 and 6.
    3. Unauthorized Acquisition. CCH expressly prohibits the use of any product or service from CCH 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 Master 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, or payment information; or false declaration of the total number of end users).
    4. Force Majeure. CCH shall not be held liable for the failure to perform any obligation, or for the delay in performing any obligation, arising out of or connected with this Master Agreement if such failure or delay results from or is contributed to by any cause beyond its reasonable control including failures or delays caused by the act or omission of any governmental authority, fire, flood, failures of third party suppliers, acts or omissions of carriers, transmitters, providers of telecommunications or Internet services, vandals, hackers or other event beyond its reasonable control.
    5. Export Restrictions. Customer is advised that the Product may be subject to access and export controls under United States laws and regulations, including the U.S. Export Administration Regulations, and diversion contrary to U.S. law and regulation is prohibited. Customer agrees to not directly or indirectly access, export, import or transmit the Product from or to any country, end user or for any end use that is prohibited by any applicable U.S. regulation or statute (including those countries embargoed from time to time by the U.S. government or the United Nations). Additionally, Customer agrees not to directly or indirectly access, export, import, transmit or use the Product contrary to the laws or regulations of any other governmental entity that has jurisdiction over such access, export, import, transmission or use. Customer represents and agrees that neither the United States Bureau of Industry and Export Administration nor any other governmental agency has issued sanctions against Customer or otherwise suspended, revoked or denied Customer’s export privileges.
    6. U.S. GOVERNMENT RESTRICTED RIGHTS. The Product is provided with RESTRICTED RIGHTS. Any access or use of the Product by the United States Government is subject to restrictions as set forth in FAR 12.212 or DFARS 227.7202-1(a), 227.7202-3(a) and 227.7202-4 (1995) and, to the extent required under U.S. federal law, the minimum restricted rights as set out in FAR 52.227-19 (DEC 2007) or FAR 52.227-14 (DEC 2007). To the extent any Technical Data is provided pursuant to the Master Agreement, such data is protected per FAR 12.211 and DFARS 227.7102-2 and to the extent explicitly required by the U.S. Government, is subject to limited rights as set out in DFARS 252.227.7015 (NOV 1995) and DFARS 252.227-7037 (SEPT 1999). In the event that any of the above referenced agency regulations are modified or superseded, the subsequent equivalent regulation shall apply. The name of the manufacturer is CCH Incorporated, 2700 Lake Cook Rd, Riverwoods, IL 60015-3867. If Customer is an agency, department, or other entity of any State government, the United States Government or any other public entity or funded in whole or in part by the United States Government, then Customer hereby agrees to protect the Product from public disclosure and to consider the Product exempt from any statute, law, regulation, or code, including any Sunshine Act, Public Records Act, Freedom of Information Act, or equivalent, which permits public access and/or use of the Product.
    7. Modification/Replacement of Product. CCH reserves the right, in its sole discretion and without first consulting with Customer, to discontinue or modify the Product or any component thereof for any reason. If the Product is discontinued during the term of a License granted hereunder, then CCH will, in its discretion, either: i) provide a pro-rata refund of the Fees paid for the discontinued Product and any related Support; or ii) provide Customer with access to a product having substantially similar or greater functionality (with CCH reserving the right to charge additional Fees for any such greater functionality) for the remainder of the then current License term.
    8. No Third Party Beneficiary. Except as noted in the case of CCH’s Affiliates, consultants, distributors, agents, subcontractors and licensors, no third party is intended to be or shall be a third party beneficiary of any provision under this Master Agreement. CCH and Customer shall be the only parties entitled to enforce the rights set out in this Master Agreement.
    9. Assignment. Neither this Master Agreement, the License(s) granted hereunder nor the Product may be sublicensed, assigned, sold, hypothecated, or transferred by Customer without the prompt notification to and prior written consent of CCH, which shall not be unreasonably withheld in the case of an internal restructuring involving Customer unrelated to a change in ownership. In the event of a merger or acquisition, Customer and CCH will reasonably cooperate with one another to re-evaluate the new combined Product needs of Customer and CCH will determine any necessary or appropriate modifications to this Master Agreement and pricing structure.  In the event that Customer merges with or acquires a current customer using Product (hereinafter “Acquired CCH Customer”):
      1. The Acquired CCH Customer’s agreement will continue unaffected through the end of the then-current year of the term of the Acquired CCH Customer’s agreement (“End Date”); and
      2. Customer and CCH will re-evaluate the new combined needs and implement any changes, including adjusted pricing, effective following the End Date.
      Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this Master Agreement without the prior written consent of CCH shall automatically terminate the rights granted hereunder and shall be void and of no effect. Customer agrees that CCH’s retention of these contractual and other legal rights is an essential part of this Master Agreement.
    10. No Construction Against Drafter. The Parties represent and certify that they are sophisticated and have been represented (or have had the opportunity to be represented) by their separate attorneys throughout the transactions contemplated by this Master Agreement in connection with the negotiation of this Master Agreement. As a consequence, the parties do not intend that the presumptions of laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied to this Master Agreement or any document or instrument executed in connection herewith, and therefore waive their effects.
    11. Data Transmission Notification. The Product may transmit to the servers on which the Product is hosted, various information relating to how Customer and its Authorized Users access and/or use the Product, as well as general information about Customer’s and its Authorized Users’ computer system from which the Product is being accessed (for example, system configuration, type of internet connectivity, RAM, CPU, operating system, browser version), as well as certain records that Customer has created while using the Product.  CCH may use this information for purposes of improving, enhancing or further developing the Product, for internal quality assurance and software error checking, to assist users with multiple offices and as otherwise necessary or appropriate to perform its obligations pursuant to this Master Agreement.  CCH shall keep this information confidential in accordance with Section 9 hereof.
  12. DEFINITIONS. Capitalized terms used but not defined elsewhere in this Master Agreement shall have the respective meanings set forth below:
    means with respect to an entity party to this Master Agreement, any entity which, directly or indirectly, controls, 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.
    Authorized User
    means an individual in Customer’s practice who is authorized by Customer to access or use the Product and who is covered by an appropriate License hereunder. An Authorized User must be a full-time or part-time employee (but may be a contract/temporary employee) working for Customer for the purpose of assisting Customer in its day-to-day business activities. An Authorized User may also include a Client of Customer if, and to the extent that, the Product includes functionality that invites Client access. An Authorized User does not acquire individual rights in the Product other than the right to access and use such Product on Customer’s behalf and pursuant to the rights granted to Customer and subject to the terms and conditions of this Master Agreement, including subsection 1.2 hereof.
    means any third party client of Customer that has entered into a direct agreement with Customer for tax and/or accounting services, as applicable.
    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.
    means the amounts payable by Customer to CCH under the Order Form(s), SOW(s) and this Master Agreement.
    means the rights granted to Customer by CCH to access and use the Product and/or Service Deliverables pursuant to the terms of this Master Agreement.
    Online Account
    means the authorized access into the Product as established by CCH for use by any particular Authorized User, and includes the controls, permissions and data unique to such user.
    Online Account Access Information
    means the private access information (for example, username and password) used by each Authorized User of the Product to access his/her individual Online Account.
    Order Form
    means (i) a written order in a form approved by CCH and executed by Customer that provides for Customer’s acquisition of a License to the Product(s), (ii) a written order in a form approved by CCH and accepted by Customer by execution thereof and/or payment therefor that provides for Customer’s acquisition of any Licenses for additional Product(s); or (iii) any renewal form or invoice for Licenses sent to Customer by CCH under which Customer exercises its right to renew. All Order Forms incorporate and are subject to the terms and conditions of this Master Agreement.
    means the CCH sales and use Tax application(s), the dashboard and/or portal, and/or sales rate database(s) listed on an Order Form, as such application(s) or database(s) may be updated from time to time by CCH in its sole discretion. All references to Product in its singular form shall also be interpreted as meaning the plural form in any instance where Customer has procured Licenses to multiple Products.
    Service Deliverables
    shall have the meaning provided in subsection 3.3.
    Start Date
    means the date that the License will commence, as specified on the Order Form. In the event that no Start Date is specified, the Start Date will be the first day of the month immediately following the month in which the applicable Order Form was signed.
    Statement of Work
    or “SOW” means a document prepared by CCH and signed by the parties detailing any Services to be performed by CCH for Customer.
    The use of the word “including” means “including without limitation.”

Master Version September 2022