Reseller Bundle




Final_ Reseller Software Licensing Agreement

Reseller Agreement
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Reseller Agreement
This SOFTWARE LICENSING AGREEMENT (the “Agreement”), dated as of [DATE] (the “Effective Date”), is
made by and between ONSITE TAXES & FINANCIAL SOLUTIONS LLC (“Licensor”), a limited liability
company organized and existing under the laws of Alabama with offices located at P.O. Box 851262, Mobile, AL
[LICENSOR COMPANY NAME] (“Licensee”), a [TYPE OF LEGAL ENTITY (e.g., Limited Liability Company)]
organized and existing under the laws of [STATE OF ORGANIZATION (e.g., Texas)] with offices located at
[ADDRESS] (collectively, the “Parties” and individually a “Party”).

WHEREAS, Licensor wishes to grant to Licensee, and Licensee wishes to obtain a license to such Tax Software
(OTL, CROSSLINK, DRAKE ,and TAXSLAYER, for the uses and purposes described herein, each subject to
the terms and conditions set forth herein,
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the
Parties, intending to be legally bound hereby, agree to the foregoing and as follows:
1. Definitions.

a) Authorized User. Authorized User is defined as each employee or agent assisting Licensee, or
acting on Licensee ’s behalf, to exercise Licensee ’s rights or perform Licensee ’s obligations
under this Agreement and is further specified in Exhibit A.
b) Confidential Information. Confidential Information means any non-public information in any
form and however transmitted, whether orally, visually, in writing, or by electronic
communication, that both Parties reasonably and in good faith deem to be confidential or
proprietary. Confidential Information includes, but is not limited to, technological disclosures,
trade secrets, ideas, concepts, know-how, business operations, plans, strategies, customer
information, pricing information, and any other information that the disclosing Party is
contractually or otherwise bound to keep confidential. Confidential Information may, but is not
obligated to be designated, marked, or otherwise identified as “confidential.”
c) Documentation. Documentation means any and all manuals, instructions, and other end user
materials that Licensor provides to Licensee describing the software's functionality, components,
technical specifications, capabilities, requirements, or limitations. Documentation may include,
but is not limited to, aspects of the software that are of practical importance to Licensee, such as
instructions on installation, configuration, integration, operation, use, support, or maintenance.
d) Law. Law means any statute, code, ordinance, rule, regulation, constitution, order, treaty,
precedent, judgment, or other legal requirements of any authority of competent jurisdiction,
including, but not limited to, federal, state, local, or foreign governments, political agencies or
subdivisions thereof, or any appropriate courts or tribunals.
e) Licensed Software. Licensed software means the current software version and release number of
_____________, any ancillary data files, modules, libraries, tutorials, or demonstration programs,
and any Maintenance Releases provided to Licensee according to this Agreement.
f) Non-Exclusive. Non-Exclusive is defined as Licensor’s ability to grant the same rights granted
to Licensee herein to other persons or entities.
g) Non-Sublicensable. Non-Sublicensable is defined as Licensee ’s inability to license rights to the
Property granted herein to other persons or entities.
h) Property. Property is defined as certain materials that Licensee purchases the licensing rights to
from Licensor and is further specified in Exhibit A.
i) Maintenance Release. Maintenance Release means any update, upgrade, release, or other
adaptation or modification of the Licensed Software or Documentation that Licensor may

optionally and periodically provide to Licensee during the Term. Such release may include, but is
not limited to, error corrections, enhancements, improvements, or other changes to the Licensed
Software's functionality, compatibility, capabilities, performance, efficiency, user interface, or
quality. Such release is separate and distinct from any New Version Licensor may choose to
release during the Term.
j) New Version. New Version means any new variant of the Licensed Software that Licensor may
introduce and market from time to time as a distinct licensed product. A New Version may be
indicated by Licensor's designation of a new version or release number. Licensor may make a
New Version available to Licensee at an additional cost under a separate agreement or by written
k) Permitted Use. Permitted Use means use of the Licensed Software by an authorized user for the
benefit of Licensee in its ordinary course of internal business operations.

2. License Grant. Subject to the terms and conditions of this Agreement and the Parties' compliance therewith,
Licensor hereby grants to Licensee, solely for defined Permitted Use, a Non-Exclusive, Non-Sublicensable, and non-
transferable license to use the Licensed Software and Documentation during the Agreement Term.

a) Scope of Licensed Access and Use. Licensee can install, use, and run the Licensed Software on
computers or electronic devices for up to 10 authorized users concurrently.
b) Additional Copy. Licensee is permitted to duplicate a copy of the Licensed Software exclusively for
testing, disaster recovery, or archival purposes. Any copy of the Licensed Software made by
Licensee, for any authorized or unauthorized purposes, continues to be Licensor's exclusive property,
is subject to the terms and conditions of this Agreement, and must include all Intellectual Property
Rights notices contained in the original Licensed Software and Documentation.
c) Modifications. Licensee and its Authorized Users shall not, and not permit others to, directly or
indirectly translate, reproduce, alter, or create derivative works of all or any part of the Property, such
as [PRODUCTS/SERVICES SIMILAR TO YOUR BUSINESS] that repackages, without limitation,
any ideas, tools used, and resources mentioned in the Property. If Licensee suggests new features or
functionality that Licensor, and its successors and assigns, in their sole discretion, adopts for the
Property, such new features or functionality will be the sole and exclusive property of Licensor, and
any and all claims of Licensee as to the same are hereby waived and released. If Licensee acquires
any rights in the Property by operation of law or otherwise, Licensee hereby irrevocably assigns such
rights to Licensor without further action by either Party.
3. License Restrictions. Licensee acknowledges and agrees not to:
a) use the Licensed Software in any manner or for any purpose that infringes, misappropriates, or
otherwise violates any Intellectual Property Rights or any applicable Law;
b) use the Licensed Software for the purposes of (i) comparative or competitive analysis of the Licensed
Software; (ii) developing, using, or providing a competing software product or service; or (iii) any
other purpose that is to Licensor's detriment or commercial disadvantage; or
c) use the Licensed Software, Documentation, or any Open-Source Components for any purpose not
expressly permitted under Permitted Use or in any manner not expressly permitted by this

4. Term. The term of this Agreement commences as of the Effective Date and will continue in effect for one
year unless terminated earlier, pursuant to this Agreement, and unless terminated earlier as provided herein, shall
automatically be extended every TWO YEARS thereafter by Licensee ’s payment of the License Renewal Fee (the

a) Termination. This Agreement may be terminated at any time by: (i) Licensor if Licensee fails to
make payment where such failures continue more than five business days after the due date,
effective on written notice of termination to Licensee; (ii) either Party for the other Party's
material breach of this Agreement that is incurable or uncured by breaching party for 30 days
after being served with notice of breach and demand for cure, effective on written termination

notice to the breaching Party; (iii) both Parties upon mutual written agreement; and (iv) Licensor,
effective immediately irrespective of written notice, if Licensee
i. is dissolved or liquidated or takes any corporate action for such purposes;
ii. becomes insolvent or is generally unable to pay its debts as they become due;
iii. becomes the subject of any bankruptcy proceedings, voluntary or involuntary, under
any domestic or foreign bankruptcy or insolvency Law;
iv. makes or seeks to make a general assignment for the benefit of its creditors; or
v. applies for, or consents to, the appointment of a trustee, receiver, or custodian for a
substantial part of its property.

b) Effect of Termination. Upon early termination or the natural expiration of this Agreement, all
licenses, rights, and authorizations granted to Licensee herein will immediately terminate and
Licensee will: (i) promptly cease all use of the Licensed Software and Documentation; within five
business days deliver to Licensor, or at Licensor's written request, destroy and permanently erase
from all Licensee's and their representatives' devices, equipment, and systems, the Licensed
Software, Documentation, and all Licensor's Confidential Information; and certify in writing that
Licensee, and any of Licensee's representatives, has complied with the termination requirements
herein. It is further understood and agreed that all amounts payable of any kind under this Agreement
are immediately due and payable effective on the expiration date or early termination date.

5. Fees, Payments, and Taxes. In consideration of the rights and services granted to Licensee under this
Agreement, Licensee agrees to pay to Licensor the following fees in accordance to the payment terms set forth in
this Agreement:

a) Initial Fee is defined as the sum of Two Thousand Dollars plus processing fees of 2.9% (US
$2000.00 + 2.9 (PROCESSING FEE) for the creation and maintenance of the Property. b)
License Renewal Fee. is defined as the sum of Two Thousand Dollars plus processing fees of
2.9% United States Dollars US $2000.00 for a continued license to the Property. Processing fee
is fifty-eight dollars $58.
c) Training Fee. The total training fee is additional for all training services.
b) Taxes. All fees are exclusive of taxes, duties, and other similar assessments. Licensee is responsible
for all sales, service, use, exercise, and all other similar taxes, duties, and charges of any kind
imposed by any governmental, federal, state, local, or regulatory authority on any amounts payable
by Licensee hereunder. Notwithstanding the forgoing, Licensor is solely responsible for its own
income tax.
c) No Refunds. Licensee shall not be entitled to a refund of any portion of the fees or payments that
Licensee paid, and Licensee shall remain obligated to pay the remainder of any unpaid portion of the
Initial Fee and the License Renewal Fee, as applicable.
d) Late Payment. If any payment to Licensor is delinquent, then in addition to all other remedies
available to Licensor,
i. Licensor may charge interest on the past due amount at a rate no higher than the highest rate
permitted under applicable Law;
ii. Licensee must reimburse Licensor for all reasonable costs incurred to collect any and
all late payment and associated interest amounts, including, but not limited to, any attorneys'
fee, court costs, and collection agency fees; and
iii. if payment delinquency continues for five business days following written notice or
demand for payment, Licensor may exercise any or all of the following remedies: (1)
technologically disable Licensee 's use of the Licensed Software; (2) withhold, suspend, or
revoke this license grant; and (3) terminate this Agreement pursuant to the Termination

6. Confidential Information. Licensor may disclose or make available to Licensee Confidential Information,
which Licensee shall protect with no less than a commercially reasonable degree of care and shall use solely for
the purpose of performing its obligations or exercising its rights pursuant to this Agreement. Confidential
Information does not include information that is or becomes publicly available other than as a result of any
breach of this Agreement by Licensee. Upon termination or expiration of this Agreement or Licensor’s request,
Licensee shall within Thirty days before the new tax season. 30 days, at Licensor’s option, either return to
Licensor or destroy all Confidential Information in its possession and certify in signed writing to Licensor the
destruction or return of such Confidential Information. Notwithstanding the foregoing, Licensee may disclose
Confidential Information when required by statute or court of law.
7. Noncompetition. The Licensee agrees that during the term of this agreement and for 12 consecutive months
after the termination of this agreement, it will not solicit business from any Licensor or work for any Licensor of
Licensor without prior written consent. Furthermore, Licensee agrees not to contact any customers or clients of
Licensor (other than for the purpose of providing the Service Provider’s Services), including but not limited to for
the purpose of circumventing Licensor or competing with Client, or discussing the economics of Client’s
relationship with Licensee with Client’s customers. If Licensee breaches this provision, in addition to actual
damages, Licensee agrees to a liquidated damage amount of $10,000.00 per breach, as actual damages are difficult to
8. Representations and Warranties. Each Party represents, warrants, and covenants to the other Party that:
a) it is duly established, validly existing, and in good standing to conduct business as a sole
proprietorship, partnership, company, corporation, trust, organization, or any other valid entity under
the Laws of its jurisdiction;
b) it has the full right, power, and authority to enter into this Agreement;
c) it is capable of performing its obligations and granting any licenses, rights, and authorizations
specified under this Agreement;
d) the executing representative for each Party is duly authorized to represent each Party in this
Agreement by all necessary business formalities and organizational actions; and
e) this Agreement is legal, valid, binding on, and enforceable against each Party when fully and
mutually executed and delivered.

9. Disclaimer of Representations and Warranties. THE PROPERTY IS PROVIDED “AS IS,” WITHOUT
11. Indemnification. Licensee acknowledges and agrees to indemnify, defend, and hold harmless Licensor and
their respective officers, trustees, employees and agents (collectively, the “Indemnitees”) from and against any and
all costs, claims, judgments, liabilities, damages or expenses of every kind and nature (including, without limitation,
court costs and attorneys’ fees) to which they may be subject because of any act or omission of Service Provider, its
agents, employees or subcontractors in connection with this Agreement or because of any negligence or any fault or
default of Service Provider, its agents, employees or subcontractors. The foregoing indemnification shall survive the
termination and/or expiration of this Agreement.
12. Non-Waiver. Failure of either Party or its representatives to enforce or otherwise require the performance of
any of the terms and conditions of this Agreement, at the time or in the manner that said terms and conditions are set
forth herein, shall not be deemed a waiver of any such terms or conditions by either Party and the same may be
selectively enforced or raised as a basis of a claim or cause of action at the option of either Party.
13. No Release. Termination of this Agreement, whether by expiration of its Term or otherwise, shall not release
Licensee from any liability to Client.
14. Notices. All notices hereunder shall be in writing and delivered by either: (i) email communication, (ii) certified
mail, or (iii) personal service. Notices sent, shall be deemed received on the first business day after the notice was
sent. The addresses for notices are as follows:
TO LICENSOR: Onsite Taxes & Financial Solutions LLC;; P.O. Box 851262,
Mobile, AL 36685

15. Disputes. The Parties agree that any breach or performance dispute between the Parties relating to this
Agreement shall first be submitted in writing to a senior executive of both the Licensee and Licensor who shall
confer in person or via telephone in a good faith effort to resolve such dispute. Any decisions of the executives shall
be final and binding on both the Licensee and Client. In the event of a disagreement or dispute regarding any matter
covered by this Agreement, which is not resolved by mutual agreement, such dispute shall be solely and finally
settled by a competent court of law in the state of Alabama in the County of Mobile. Notwithstanding the foregoing,
the Parties hereby endorse informal resolution of disputes. These provisions for informal attempts at dispute
resolution should be construed as formal conditions precedent in the event either Party believes that it is necessary to
seek relief from the courts.
a) Attorneys’ fees and collection costs. In the event there is dispute regarding any provision of this Agreement,
both Parties acknowledge and agree that the prevailing Party will be entitled to the costs and expenses incurred by
the prevailing Party in the dispute, including but not limited to, all out-of-pocket costs of collection, court costs, and
reasonable attorney fees and expenses.
16. Force Majeure. If performance of the Services or any obligation under this Agreement is prevented,
restricted, or interfered with by causes beyond either Party’s reasonable control (“Force Majeure”), and if the Party is
unable to carry out its obligations and gives the other Party prompt written notice of such event, then the obligations
of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force
Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence,
orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes,
lockouts, work stoppages or other labor disputes, or supplier failures. The excused Party shall use reasonable efforts
under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with
reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the
reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, or
17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of Alabama without giving effect to the principles of conflict of laws thereof.
18. Survival. Any right or obligation of the Parties which, by its nature, ought to survive termination or
expiration of this Agreement, including but not limited to, Indemnification, Confidential Information,
Representations and Warranties, Disputes, shall survive any such termination or expiration of this Agreement.
19. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and
supersedes all prior writings, correspondence, and contracts regarding the subject matter of this Agreement.
No prior oral or written statements, representations or other material not specifically incorporated herein
shall be of any force and effect.
(b) Captions. The captions of this Agreement are for convenience of reference only and in no way
define, limit, or describe the scope or intent of the Agreement or in any way affects this Agreement.
(c) Completeness. This Agreement contains all the terms and conditions agreed upon by the Parties
hereto, and no other agreement, oral or otherwise, regarding the subject matter of this Agreement shall be
deemed to exist or to bind either of the Parties hereto.
(d) Severability. If any clause, provision, or section of this Agreement is ruled invalid by any court of
competent jurisdiction, the invalidity of such clause, provision or section shall not affect any of the
remaining provisions hereof.
(e) Execution. Any facsimile or electronic transmittal of original signature versions of this Agreement
shall be considered to have the same legal effect as execution and delivery of the original document and shall
be treated in all manner and respects as the original document. This Agreement may be executed in duplicate
counterparts, each of which shall be deemed an original and all of which, when taken together, shall
constitute one and the same instrument.

Scope of License

Optional Service Bureau (SB) support is provided by The Network DBA Onsite Taxes and Financial Solutions.
It is the Reseller's responsibility to ascertain whether each user (EFIN Holder) desires such services. Should a
user opt for SB support under the Reseller's domain, the designated User ID associated with the SB service is
required to complete a total of 25 returns, utilizing bank products that fully facilitate the refund process.
In the scenario where the designated User ID does not fulfill the requirement of completing 25 returns,
facilitated through bank products for a full refund process by the stipulated deadline of April 15, 2023, an
additional fee of $150 per non-compliant User ID will be levied upon the Reseller. It is permissible, where
feasible, to offset any outstanding amount against the Reseller’s add-on fee, which is allocated from the
taxpayer's return on a per-return basis. In instances where no add-on fees are available for deduction, an invoice
will be issued to the Reseller, necessitating payment within 48 hours from the receipt of the invoice. Failure
on the part of the Reseller to adhere to the agreed payment timeline will result in a 5% surcharge on the final
bill, alongside the accrual of daily interest henceforth.
The Service Bureau function primarily serves as a technological support mechanism, rather than a tax support
entity. It is pertinent to note that the Service Bureau fee and Transmitter fee associated with each software may
vary due to the distinct features each software entails. All associated fees are extracted from the bank product
return. The pricing structure is subject to change annually. Reseller may add on fees will be paid out at the end
of May and the End of November.
Software Service Bureau Fee and Transmitter Fee

If you choose Crosslink, Taxslayer, or Drake software you can only use Refundo Bank products *If you choose Crosslink, Taxslayer, or Drake software you can only use Refundo Bank products


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