WELCOME. PLEASE READ:
Spring is a technology and marketing platform for professional tax preparers. Spring's fee is 10% of all revenue you receive through the platform. We have a very strict customer agreement that disallows any abuse of the system which includes a requirement that the customer be prepared before proceeding and not take up more than three hours of your time for a personal return. Most personal returns only take an hour or two. If you do not have an EFIN then we can only pay you 70% of revenue because we must pay the other 20% to preparers in the platform who do so they can review and e-file your returns on your behalf. Although we currently charge $200 per personal return no matter how many schedules the customer needs, any Schedule C, other business forms or bookkeeping needed are extra and negotiable between you and the customer at your discretion.
The website, SpringTaxes.com (hereinafter called “Spring”), is owned and operated by Cubulus, LLC, an Oregon limited liability company. The following is the Preparers Agreement covering the terms, conditions and provisions governing your use of the website and the services that you agree to provide thereon. Throughout this Agreement the terms “Spring”, “SpringTaxes.com” and “Cubulus, LLC”, shall be considered one entity and synonymous. The terms, “we” or “us”, also shall refer to Cubulus, LLC, and the website, SpringTaxes.com, interchangeably.
This Preparers Agreement (the "Agreement") is a contract between you (the "Preparer") and Cubulus, LLC, an Oregon limited liability company, with its principal place of business at 1507 7th Street, Suite 472, Santa Monica, CA 90401, U.S.A. You must read, agree with, and accept, all of the terms and conditions contained in this Agreement in order to use our website located at www.SpringTaxes.com (the "Site") and provide the services described herein. Spring may amend this Agreement at any time by posting a revised version on the Site. Each revised version will state its effective date, which will be on or after the date posted by Spring. If the revised version materially reduces your rights or increases your responsibilities, we may post it in advance of the effective date in order to give you notice. Your continued use of the Spring website and your continued providing of services after the effective date of a revised version of this Agreement constitute your acceptance of its terms. This Agreement includes and hereby incorporates by reference the agreements and polices referred to herein or linked from the URL (www.SpringTaxes.com), as such agreements and policies may be modified by Spring, from time to time, in its sole discretion. In the event of a conflict between such policies and agreements and this Agreement, this Agreement controls.
Spring grants you a limited right to use this Site and to provide services for compensation, as described herein, under only the conditions set forth herein. This right to use, or License to use, and the right to provide services for compensation hereunder is limited and it is a personal, revocable, non-exclusive, royalty free right to do the same on this Site, and is contingent on your compliance with these Terms. This limited right is non-transferrable.
YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE "AGREE" BUTTON, AND BY PROVIDING THE SERVICES, AS DESCRIBED HEREIN, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU ARE NOT ALLOWED TO ACCESS OR USE THE SPRING WEBSITE, OR PROVIDE SUCH SERVICE FOR COMPENSATION. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF ANOTHER ENTITY, YOU THEN REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER, AND APPLY, TO THAT ENTITY.
1. THE SPRING WEBSITE.
1.1 Purpose of the Spring Website.
The Spring website allows Customers and Preparers to identify each other and enables the Customers to purchase U.S. State and Federal personal income tax preparation services from income tax return Preparers online. Under this Agreement, Spring provides services to both Customers and Preparers. Spring is a connector between Customers and income tax Preparers, and is not the actual tax return preparer. Spring is a tax return company and we subcontract such work to other Preparers. You, as a Preparer may, in turn, subcontract all, or part, or such work to others, including foreign persons or entities, other Preparers or such employees, agents, or independent contractors as you may elect. Spring, likewise, has the right to include as its subcontractors, foreign persons or entities. Spring collects payment of a flat rate fee from Customers, in connection with their receipt of services through Spring and Spring then subcontracts the work to you, as the Preparer, after you have been selected by the Customer. Spring, and not the Customer, shall be responsible for all payments to you in connection with you delivery of services through Spring. You, as a Preparer must post your profile on the Spring website and Customers select the Preparer that they wish to prepare their U.S. State and Federal personal income tax return.
The Spring website is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. Preparer agrees that Preparer possesses the skills necessary for U.S. State and Federal income tax return preparation and that you possess one, or more, of the following licenses or certifications: (i) as a Certified Public Accountant, (ii) as a Public Accountant, (iii) as an Internal Revenue Service Registered Tax Return Preparer, (iv) as an Internal Revenue Service Enrolled Agent, (v) as a person possessing a Bachelor’s Degree, or higher, in Accounting issued by an accredited college or university, or (vi) as a person having a Registered Tax Return Preparer (RTRP) number issued by the Internal Revenue Service.
Preparer further agrees that Preparer is not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation. Spring expressly reserve the right to refuse service to anyone for any legal permitted reason.
It is contemplated that Customer and Preparer will be in communication with each other throughout the State and Federal income tax return preparation process through the means of video conferencing on Skype, Google Chrome or Google Chat. Preparer acknowledge and agree that you must have access to such video conferencing.
2. GENERAL PREPARER POLICIES
Spring charges, and collects from, Customers a flat rate fee for the U.S. State and Federal personal income tax return preparation services. Customer is not required to make any payment to the Preparer for the services received. You, as the Preparer are a subcontractor of Spring and Spring is exclusively liable for payment to you. All payments made by Customer for such services shall be made directly to Spring. The flat rate fee to be paid by Customer to Spring is initially set at $150.00 for one personal income tax return (may include a joint filing of husband and wife). The flat rate fee to be paid by Spring to you, the Preparer, for such service is 90% of the amount paid by Customer if you complete and e-file the returns using your own IRS issued EFIN number. If you do not have an EFIN number then Spring will pay you 70% of the amount paid by Customer and Spring will pay another 20% of amount paid by Customer to another preparer on Spring's site who has an EFIN and agrees to review and e-file your returns on your behalf. Any such fees may be changed, or modified, by Spring at any time by posting the change on the website. Spring shall, out of its share of the fee paid by Customer, pay the credit card processing fees and maintain the website. This flat rate fee does not, and will not, include the preparation of U.S. State or Federal corporate income tax returns, U.S. State or Federal partnership income tax returns, tax returns of any foreign country, amended U.S. State and/or Federal tax returns of any type, estate or income tax planning services or any negotiation or consultation with any State or Federal tax agency, and you are not required to perform any such service for a Customer related to such returns unless you chose to do so for whatever extra fees you negotiate with the Customer. Spring will pay you 90% of said extra fees received from Customer unless you do not have an EFIN in which case Spring will pay you 70% of said fees and will pay another 20% to another preparer on Spring's site who has an EFIN and agrees to review and e-file your returns on your behalf.
Spring will disburse the funds representing your fees for the services provided and which are collected from your Customers. Such funds will be disbursed to you only after all payment processing for the payments are complete and such funds have been received by Spring. Such disbursements to you will be done bi-weekly and only when the amount due to you equals or exceeds $200.00. Such disbursement will be made to your bank account, based upon the account information furnished by you, including Bank’s name, ABA routing number and your account number. Spring is not responsible for any errors or delay in the payment reaching your account, which may be caused by any incorrect information furnished by you, or for any such errors or delay caused by technical difficulties.
2.2 General Customer Obligations.
You, as Preparer, acknowledge that Spring has advised Customers that, when accessing the Site for the purpose of obtain personal U.S. State and Federal income tax return preparation services, they must be prepared to provide you, as the selected Preparer, with sufficient financial information for you to be able to properly prepare the tax return, including, but not limited to, the following:
Customer’s social security number or tax ID number
Customer’s spouse's full name and social security number or tax ID number
Amount of any alimony paid and ex-spouse's full name and social security number
Customer’s tax returns for the previous three years.
Information About Other People Who May Belong on Customer’s Return:
Dates of birth and social security numbers or tax ID numbers
Childcare records (including the provider's tax ID number) if applicable
Income of other adults in Customer’s home
Form 8332 showing that the child’s custodial parent is releasing their right to claim a child to Customer, the noncustodial parent (if applicable)
Forms 1098-T from educational institutions
Receipts that itemize qualified educational expenses
Records of any scholarships or fellowships Customer receivedForm1098-E if Customer paid student loan interest
Forms 1099-MISC, Schedules K-1, income records to verify amounts not reported on 1099s
Records of all expenses — check registers or credit card statements, and receipts
Business-use asset information (cost, date placed in service, etc.) for depreciation
Office in home information, if applicable
Business Use of Vehicle Information:
Log showing total miles driven for the year (or beginning/ending odometer readings), total business miles driven for the year (other than commuting), and the business purpose of the mileage
Amount of parking and tolls paid
If Customer wants to claim actual expenses, receipts or totals for gas, oil, car washes, licenses, personal property tax, lease or interest expense, etc.
Rental Property Income
Records of income and expenses
Rental asset information (cost, date placed in service, etc.) for depreciation
Pension/IRA/annuity income (1099-R)
Social security/RRB income (1099-SSA, RRB-1099)
Savings and Investments:
Interest, dividend income (1099-INT, 1099-OID, 1099-DIV)
Income from sales of stock or other property (1099-B, 1099-S)
Dates of acquisition and records of Customer’s cost or other basis in property Customer sold (if basis is not reported on 1099-B)
Unemployment, state tax refund (1099-G)
Gambling income (W-2G or records showing income, as well as expense records)
Amount of any alimony received
Health Savings Account and long-term care reimbursements (1099-SA or 1099-LTC)
Jury duty records
Hobby income and expenses
Prizes and awards
Other 1099 information
Other Deductions and Credits:
Receipts for classroom expenses (for educators in grades K-12)
Form 5498-SA showing HSA contributions
Record of moving expenses not reimbursed by employer
Forms 1098 or other mortgage interest statements
Amount of state/local income tax paid (other than wage withholding), or amount of state and local sales tax paid
Real estate and personal property tax records
Invoice showing amount of vehicle sales tax paid
Cash amounts donated to houses of worship, schools, other charitable organizations
Records of non-cash charitable donations
Amounts paid for healthcare insurance and to doctors, dentists, hospitals
Amounts of miles driven for charitable or medical purposes
Expenses related to your investments
Amount paid for preparation of last year’s tax return
Employment-related expenses (dues, publications, tools, uniform cost and cleaning, travel)
Receipts for energy-saving home improvements
Record of estimated tax payments made
Form 5498 showing IRA contributions
Traditional IRA basis
If Customer was affected by a federally declared disaster
City/county Customer lived/worked/had property in
Records to support property losses, (appraisal, cleanup costs, etc.)
Records of rebuilding/repair costs
Insurance reimbursements/claims to be paid
FEMA assistance information
Check FEMA site to see if my county has been declared a federal disaster area
Customer has been advised that failure to provide the above information to you in a timely fashion may result in Customer not being eligible for the flat rate fee and may result in you, as Preparer, not being able to complete the tax return, or not completing Customer’s tax return without additional charges.
2.3 Abusive Acts Prohibited.
You may not abuse your right to use the Spring website. Abusing your right to use the Site may include, but is not limited to, the following: (i) Using profane or abusive language with, or to, the Customer; (ii) Not being prepared to give the Customer professional service regarding the preparation of Customer’s personal State and Federal U.S. income tax return; (iii) Using nudity, sexual references or other explicit language or conduct; (iv) Agreeing to falsify information on Customer’s return or committing any illegal or unethical act; (v) Providing Spring information that is not accurate, is untruthful or is incomplete as to your qualifications, as set forth in Article 1.2, above.
Any such abusive conduct on your part may result in Spring terminating your right to use, or access, the Site and to provide services for compensation thereon. Spring expressly reserves the right to terminate your right to use, or access, the Site and to provide services for compensation thereon, at any time, and for any legally justifiable reason, including, but not limited to, your commission of any of the above acts.
2.4 Rules of Site Access and Use.
You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Site. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services. You agree not to "scrape" or disaggregate data from the Site (whether by manual or automated means), for any commercial, marketing, or data compiling or enhancing purpose, or to copy, re-post or re-use data from the Site for any other service. You agree not to use or provide software (except for general purpose web browsers and email Customers, or software expressly licensed by us) or services that interact or interoperate with the Site, e.g. for downloading, uploading, posting, flagging, emailing, search, or mobile use.
2.5 Identity and Account Security.
Spring reserves the right to validate your information at any time, including but not limited to validation against third party databases, or the verification of one or more official government or legal documents that confirm the your identity. You authorize Spring, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. Failure to provide information about you when requested is a violation of this Agreement. The Preparer is solely responsible for ensuring and maintaining the secrecy and security of any Preparer’s Spring account password. Preparer agrees not to disclose any such password to anyone, and shall be solely responsible under all circumstances for any use of or action taken through the use of such password on Spring. You must notify Spring immediately if you suspect that any such password has been lost or stolen. By using your Spring account, you acknowledge and agree Spring's account security procedures are commercially reasonable.
You agree that Customer shall make all payments relating to, or in any way connected with, a Service Contract (including, without limitation, bonuses) through Spring. Any action that encourages or solicits complete or partial payment outside of Spring is a violation of this Agreement. Should a Customer or Preparer (including an Agency) be found in violation of this section of this Agreement, it will owe Spring an amount with respect to each service contract between Preparer and a Customer, equal to the greater of a) $2,500.00; or b) the applicable fees had the payments been processed through Spring plus 18%.
Notwithstanding the provisions set forth above, Customers which identified and contacted you through Spring may agree to receive Services outside of Spring with you as Preparer. If the Services are rendered more than three (3) years after the Customer identifies the Preparer through Spring, no Spring fees or buyout provisions apply. If Services are rendered outside of Spring less than three (3) years after the Customer identifies or contacts you through Spring, payments for such Services will not be subject to Spring fees, provided that the Customer pays Spring, a "Buy-Out" amount in accordance with the procedure set forth below:
Prior to contracting outside of Spring to receive Services from a Preparer identified or contacted through Spring, the Customer must notify Spring, in writing, of its intent to pay the Buy-Out fee in lieu of the Spring fees.
The Customer will provide a good faith estimate of the then anticipated amount to be paid to the Preparer for such Services during the fifty-two week period immediately following the date of such notice.
The Customer will pay, or authorize Spring to collect from its payment account, the greatest of (i) fifteen percent (15%) of the good faith estimate described above; (ii) fifty-two (52) times the "Average Weekly Spring Fees" (as defined below); or (iii) five hundred dollars ($500). For purposes of the foregoing, the "Average Weekly Spring Fees" means the average weekly amount of Spring Fees that became due to Spring, based upon work performed for Customer by the Preparer over the four (4) weeks immediately preceding the buy-out notice described above, not counting any weeks in which no Spring fees became due.
In the event that the above described Buy-Out fee is not paid by Customer, You understand and agree that you, as Preparer, will be liable for such fee and Spring is authorized to collect the same from you or withhold such amount from any fees owed to you.
2.8 Enforcement of the Agreement and Policies.
Spring has the right, but not the obligation, to suspend or cancel your access to Spring if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement, or violated our rights, or those of another party. Without limiting Spring's other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to Spring to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, Customers, other Preparers or for Spring. Once suspended or terminated, you MAY NOT continue to use the Spring website under a different account or reregister under a new account. If you attempt to use the Spring website under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional
penalties and sanctions. When your account is canceled, you may no longer have access to any parts of the Spring website or the services provided thereon.
3. SERVICE CONTRACT TERMS BETWEEN CUSTOMER AND PREPARER.
Unless otherwise agreed to in a writing signed by both Customer and Preparer, the terms and conditions of the Service Contract between Customer and the Preparer are as set forth in Sections 3.1 through 3.12 below ("Standard Terms"). Customer and Preparer may not agree to any other terms and conditions that affect the rights or responsibilities of Spring.
Preparer shall perform Services in a professional and workmanlike manner and shall timely deliver any agreed-upon Work Product.
3.2 Preparer may Subcontract such Services.
If the Preparer wishes to subcontract with third parties to perform Services on behalf of the Preparer, the Preparer must do so and may subcontract such work to foreign persons, or entities, or other contract personnel, or to such employees or agents as Preparer may select, provided that Preparer shall supervise such work and shall remain liable to Customer for the accuracy and quality of such work, regardless of who actually performs such work. Customer and Preparer agree and acknowledge that Preparer’s employees, agents or contract personnel are not employees of Spring or Customer. Preparer shall be solely responsible for all wages, costs, unemployment insurance, compensation insurance, and expenses of Preparer’s employees or contract personnel and has the sole and exclusive right to supervise and control them. Preparer acknowledges and agrees that neither it, nor any of its employees or agents, shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits of any kind from Spring or Customer.
3.3 Customer Payments and Billing.
Customer shall pay the agreed-upon amount under flat rate fee agreement to Spring and Customer will have no obligation of payment to Preparer. Preparer agrees that it will be paid solely by Spring, and Preparer will not have any recourse against Customer if Preparer is not paid by Spring. Customer has been advised that, immediately upon completion of the personal income tax return by Preparer, the flat rate fee charge will be processed against Customer’s debit or credit card and that such charge must be successfully processed prior to Customer receiving the completed tax return.
3.4 Termination of a Service Contract.
Either party may terminate the Service Contract at any time for any, or for no reason. However, the Customer remains obligated to pay for any time the Preparer worked prior to termination.
3.5 Customer Deliverables.
Customer grants Preparer a limited, non-exclusive, revocable (at any time, at Customer's sole discretion) right to use the Customer Deliverables as necessary for the performance of the Services. Customer reserves all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Customer Deliverables. Upon completion or termination of the Service Contract, or upon written request by the Customer, you, as Preparer, shall immediately return all Customer Deliverables to the Customer and further agree to purge all copies of Customer Deliverables and Work Product contained in or on your premises, systems, or any other equipment otherwise under your control. Alternatively, you may obtain written authorization from the Customer granting permission for you to keep and maintain such deliverables, or any part thereof, only for the purpose of providing additional services to Customer through Spring. Within ten (10) days of Customer's request, you, as Preparer, agree to provide written certification to the Customer that all Customer Deliverables have been returned or purged.
3.6 Work Product.
Proprietary Rights in Work Product shall be owned by Preparer until payment has been made by Customer, at which time you will be deemed to have assigned all Proprietary Rights in the Work Product to Customer.
3.7 Worker classification.
This Agreement does not create a partnership, employer/employee relationship or agency relationship between Customer and Preparer. You, as Preparer, do not have authority to enter into written or oral - whether implied or express - contracts on behalf of Customer. Customer has acknowledged that Spring does not, in any way, supervise, direct, or control your work or Services performed in any manner. Spring does not set your work hours and location of work. Customer will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Customer and Preparer will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Preparer's performance of Services. A Preparer classified as independent contractor is free at all times to provide Services to persons or businesses other than Customer, including any competitor of Customer. Customer and you, as Preparer, agree to indemnify, hold harmless and defend Spring from any and all claims arising out of or related to their Service Contract, including but not limited to claims that Preparer was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Preparer was misclassified (including, but not limited to, taxes, penalties, interest and attorney's fees), any claim that Spring was an employer or joint employer of Preparer, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.
3.8 Third Party Beneficiary
Spring is hereby named as a third party beneficiary of each Service Contract.
Service Contracts shall be governed by Sections 6 (Confidential Information), 11 (General), and 12 (Definitions) of this Agreement, as applicable either directly or by way of analogy.
3.10 Entire Agreement.
The terms and conditions set forth in this Agreement and any additional or different terms expressly agreed by Customer and Preparer shall constitute the entire agreement and understanding of Customer and Preparer with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.
4. ACKNOWLEDGMENTS BY PREPARER OF SPRING'S ROLE.
4.1 Service Contracts.
Preparer expressly acknowledges, agrees and understands that: (i) Spring is merely a connector between Customers and Preparers; (ii) Except as set forth otherwise herein, Spring is not a party to any Service Contracts between Customers and Preparers; (iii) Preparer recognizes, acknowledges and agrees that Preparer is not an employee of Spring and that Spring does not, in any way, supervise, direct, or control your work or Services; (iv) Spring shall not have any liability or obligations under, or related to, Service Contracts or any acts or omissions by Preparers (v) Spring has no control over you or over the Services promised or rendered by you; and, (vi) Spring makes no representations as to the reliability, capability, or qualifications of any Preparer, or the quality, security or legality of any Services provided, and Spring disclaims any and all liability relating thereto.
4.2 Proprietary Rights.
Spring reserves all Proprietary Rights in and to the Spring website. Preparer may not use the Spring website, except as provided herein and subject to any Service Contract entered into pursuant to this Agreement. Spring reserves the right to withdraw, expand and otherwise change the Spring website, at any time, in Spring's sole discretion. Preparer shall not be entitled to create any "links" to the Spring website, or "frame" or "mirror" any content contained on, or accessible through, the Spring website, on any other server or internet-based device.
5. INVOICES AND PAYMENT METHODS.
5.1 Formal Invoices and Taxes.
Spring shall have no responsibility for determining the necessity of, or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Preparer Fees. Instead, you, as Preparer, shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Preparer Fees and for issuing any invoices so required. You, as Preparer, shall also be solely responsible for: (a) determining whether Preparer or Spring is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Preparer Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Spring as appropriate; and (b) determining whether Spring is required by applicable law to withhold any amount of the Preparer Fees, notifying Spring of any such requirement and indemnifying Spring, (either by permitting Spring to offset the relevant amount against a future payment of Preparer Fees or by refunding to Spring the relevant amount, at Spring's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. Spring shall have the right, but not the obligation, to audit and monitor Preparer's compliance with applicable tax laws as required by this Section 5.1. Further, in the event of an audit of Spring, Preparer agrees to promptly cooperate with Spring and provide copies of Preparer's tax returns, and other documents as may be reasonably requested for purposes of such audit.
6. CONFIDENTIAL INFORMATION.
To the extent a Customer or Preparer provides Confidential Information to the other, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to anyone except, in the case of Spring, to any Customer or Preparer engaged in a Contract; and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through Spring for use by you, as Preparer).
If and when Confidential Information is no longer needed for the performance of Services for the relevant Contract, or at the Customer's or Preparer's written request (which may be made at any time at Customer's or Preparer's sole discretion), Customer or Preparer (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Customer or Preparer, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 6.2 within ten (10) days after the receipt of disclosing party's written request to certify.
Without limiting Section 6.1 (Confidentiality), Customer, Preparer and Spring shall not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Services for a Contract.
7. WARRANTY DISCLAIMER.
YOU, AS PREPARER, UNDERSTAND AND AGREE THAT SPRING MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, QUALIFICATIONS OF YOU, AS PREPARER, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPRING DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 8 (LIMITATION OF LIABILITY) STATES PREPARER'S SOLE AND EXCLUSIVE REMEDY AGAINST SPRING WITH RESPECT TO ANY CLAIMS.
8. LIMITATION OF LIABILITY.
IN NO EVENT WILL SPRING BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF SPRING TO ANY PREPARER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) U.S. $500; AND (B) ANY SPRING FEES RETAINED BY SPRING WITH RESPECT TO CONTRACTS ON WHICH PREPARER WAS INVOLVED AS A PREPARER DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
9.1 Proprietary Rights.
Each Preparer shall indemnify, defend and hold harmless Spring and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each an "Indemnified Party" for purposes of this Section 9) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from, or relating to, any claim, judgment, or adjudication that any Work Product, Service or action or omission by Preparer infringes Proprietary Rights or other rights of any third party.
9.2 Indemnification by Preparer.
Each Preparer shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Preparer's providing of Services, including without limitation claims by or on behalf of any Customer or Preparer for Worker's Compensation or unemployment benefits, or (ii) any Service Contract entered into between such Customer and you, as Preparer, including any claim of negligence on the part of you, as Preparer. Preparer expressly waives any right or claim against the Indemnified parties for any tax, penalty, interest or fine caused, or occasioned by Customer and Preparer expressly agrees to hold Spring harmless from any such claim.
9.3 Indemnification by Preparer.
Each Preparer shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Preparer's provision of Services, or (ii) any Service Contract entered into between such Preparer and a Customer.
10. TERM AND TERMINATION.
The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 10.2 below.
Either party may terminate this Agreement at any time, with or without cause, effective immediately, upon written notice to the other party (or by terminating or suspending Preparer's account), provided, that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.
10.3 Consequences of Termination.
You, as Preparer, understand that termination shall not relieve Customer of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be charged to Customer's credit card or other form of payment
Sections 4 through 12 of this Agreement shall survive any termination thereof.
11.1 Entire Agreement.
This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
11.2 Side Agreements.
Section 11.1 notwithstanding, Customers and Preparers may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand Spring's obligations or restrict Spring's rights under this Agreement.
Preparer shall not violate any laws or third party rights on, or related to, the Spring website. Without limiting the generality of the foregoing, Preparer agrees to comply with all applicable import and export control laws and third parties' Proprietary Rights.
11.4 Notices: Consent to Electronic Notice.
You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Spring website. Notices hereunder shall be invalid unless made in writing and given (a) by Spring via email (in each case to the email address that you provide), (b) a posting on the Spring Site or (c) by you via email to email@example.com or to such other addresses as Spring may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
No modification or amendment to this Agreement shall be binding upon Spring unless in a written instrument signed by a duly authorized representative of Spring. For the purposes of this Section 11.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.
11.6 No Waiver.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
Preparer may not assign this Agreement, or any of its rights or obligations hereunder, without Spring's prior written consent in the form of a written instrument signed by a duly authorized representative of Spring, (and, for the purposes of this Section 11.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). Spring may freely assign this Agreement without consent of Preparer. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
11.9 Choice of Law.
This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including by not limited to a Service Contract, ("Claims") shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.10 Dispute Resolution; Arbitration; Personal Jurisdiction and Venue.
Spring and Preparer hereby agree that any Claims shall first be settled through negotiation or according to the Dispute Resolution Policy set forth in Section 2.9 above. If a Claim (other than a Claim for injunctive or other equitable relief) remains unresolved by these means, either party will have the right to demand binding non-appearance based arbitration by a third party service mutually agreed upon by the parties. A final judgment will be made by the arbitrator, which must be adhered to by both parties and by Spring, as applicable. You agree that any Claim you may have against Spring, if not resolved as set forth above, must be resolved by the California state courts of Los Angeles County (or, if there is exclusive federal jurisdiction, the United States District Court for the Southern District of California). You hereby irrevocably consent to the personal jurisdiction and venue of these courts.
11.11 Prevailing Language.
The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.
"Agency" means a legally recognized entity with the ability to hire and/or contract.
"Average Weekly Spring Fees" means the average weekl