Terms and Conditions

USER AGREEMENT AND LICENSE TO USE
Tax Planning Calculator
THIS CONTRACT IS A USER AGREEMENT AND LICENSE TO USE is entered into by Jim Gerner of Oly Tax LLC (“Owner”) and the undersigned (“User”).
Tax Planning Calculator is a Microsoft Excel Spreadsheet and/or Google Sheets created by Owner as a tax-planning calculator (“the Calculator”).

1. Sale and Grant of License. Owner hereby agrees to sell the Calculator to the User and simultaneously grants to the User a license to use the Calculator. The license to use the software is the nonexclusive right to use the software in perpetuity subject to the terms and conditions of this contract and subject to termination as provided in this contract.

2. No Transfer of Rights. User may not transfer its license to use the software under this contract to any third parties.

3. Fee—Single User. User will pay Owner a fee of $299.00 for one year of use. This Agreement is renewable on an annual basis, subject to changes in terms and conditions made by Owner. This fee is in exchange for the sale and license in accordance with this contract.

4. Fee—Additional Users; if applicable. In addition to the above amount, User may pay a fee for additional tax professionals to use the Calculator. These additional tax professionals must be employed by the same organization as User. User agrees to pay $50.00 annually for every additional user. This fee is in exchange for the sale and license in accordance with this contract.

5. Warranty Against Infringement. Owner warrants that it is the sole Owner of the Calculator and has the right to enter into this contract.
Owner agrees to defend and hold harmless User from any suit brought against User for any alleged infringement based upon User(s) use of the Calculator provided that the User fully cooperates with the Owner including but not limited to:
a. Notifying Owner as soon as possible of any suit or threat of suit;
b. Granting Owner complete control of the defense of all such claims including the right to settle all claims.
This agreement to defend and hold harmless shall not apply if both,
a. The suit results from modifications made by the User; and
b. The suit would not have been brought were it not for such modifications.

6. Complaints from User. The Calculator will be deemed to be accepted by the User three (3) days after the Owner receives payment from User provided that the User has not complained of any malfunctions that Owner has not corrected within a reasonable amount of time.

7. Confidentiality. User acknowledges that the Calculator is of a confidential nature and accordingly agrees to exercise reasonable care to avoid making the software available in any manner to any third party. User acknowledges that it would be a material breach of this contract for the User to voluntarily make the software available to any third parties.
The User will be liable to the Owner for all damages including reasonable attorney fees if the software is made available to any third parties due to the negligence of, or breach of contract by, the User or any of its employees or agents.

8. No Modification Without Consent of Owner. The User may not modify the Calculator without the specific authorization of the Owner, which authorization will not be unreasonably withheld.

9. Improvements. The Owner will provide the User with all updates and improvements to the Calculator for a period of one (1) year free of charge.

10. Termination. If the User is in breach of this contract, then:
a. The Owner may declare that all obligations of the Owner under this contract are null and void;
b. If applicable, all financial obligation of the User to the Owner resulting from this contract and related contracts shall be immediately due and payable in full;
c. The User shall pay the Owner for all attorney fees and collection costs incurred by the Owner as a result of the breach.

11. Governing Law, Enforceability; Arbitration. This contract shall be governed and interpreted in accordance with the laws of the state of Washington, with the venue being proper in Thurston County. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by binding arbitration.

12. Disclaimers. Owner does not make any warranties, representations or guarantees other than those expressly contained in this contract. Owner specifically does not warrant the merchantability or fitness of the calculator for any intended use. The Tax Planning Calculator is for estimation purposes only and User should not rely solely on the Calculator to make any determinations.

13. Limitation of Liability. The liability of Owner, if any, as a result of this contract whether in contract, tort or otherwise, shall not exceed the total charges paid by the User to the Owner during the period of one year from the date of this contract. Owner will not be liable for damages which are incidental or consequential damages even if Owner has been advised as to the possibility of such damages. Such damages include, but may not be limited to, such items as loss of profits.
All claims of any type by User against Owner must be brought within one year of acceptance or be forever barred.
The remedies expressed in this contract are the sole and exclusive remedies available.

14. Entire Agreement. The parties agree that this is and does constitute the entire agreement and that there are no further items or provisions, either oral or otherwise.

15. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

By signing, the undersigned represents and warrants that they have read and reviewed the above Agreement and shall be bound by the same.