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Terms and conditions

EFFECTIVE DATE: JANUARY 1, 2023

Amended on March 23, 2023

IMPORTANT:

THIS TERMS AND CONDITIONS AGREEMENT ("TERMS", "AGREEMENT") IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (“YOU,” “YOUR”, OR “YOURSELF”) AND SAM TECHNOLOGY INC. “OUR,” “US,” “WE” OR “SAM TECHNOLOGY”, A CALIFORNIA LIMITED LIABILITY COMPANY, THIS GOVERNS YOUR USE OF THE SERVICES AND PLATFORMS PROVIDED BY US.
PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING OUR SERVICES AND PLATFORMS. BY REGISTERING FOR, USING, OR OTHERWISE ACCESSING OUR SERVICES AND PLATFORMS, YOU ARE CONSENTING TO BECOME A PARTY TO AND COMPLY WITH (1) THE TERMS AND (2) OUR PRIVACY POLICY.
SUPPLEMENTAL TERMS MAY APPLY TO CERTAIN SERVICES, SUCH AS POLICIES FOR A PARTICULAR EVENT, ACTIVITY, OR PROMOTION, AND SUCH SUPPLEMENTAL TERMS WILL BE ACCESSIBLE BY YOU IN CONNECTION WITH THE APPLICABLE SERVICE(S). SUPPLEMENTAL TERMS ARE IN ADDITION TO, AND SHALL BE DEEMED A PART OF, THE TERMS FOR THE PURPOSES OF THE APPLICABLE SERVICE(S). SUPPLEMENTAL TERMS SHALL PREVAIL OVER THE TERMS IN THE EVENT OF A CONFLICT WITH RESPECT TO THE APPLICABLE SERVICES.
OUR SERVICE IS OFFERED AND MADE AVAILABLE ONLY TO USERS 18 YEARS OF AGE OR OLDER. IF YOU ARE UNDER 18 YEARS OLD, YOU MAY USE OUR SERVICES ONLY WITH YOUR GUARDIAN OR PARENTS’ PERMISSION TO USE OUR SERVICES.
IF YOU ARE A “SAM TECHNOLOGY CUSTOMER” (SEE “CERTAIN DEFINITIONS” BELOW), PLEASE SEE SECTIONS 1, 2, AND 5 THROUGH 9.
IF YOU ARE A “SAM TECHNOLOGY OUTSOURCING CUSTOMER” (SEE “CERTAIN DEFINITIONS” BELOW), PLEASE SEE SECTIONS 1, 3, AND 5 THROUGH 9.
IF YOU ARE A “THIRD-PARTY TAX PROFESSIONAL” (SEE “CERTAIN DEFINITIONS” BELOW), PLEASE SEE SECTIONS 4, AND 5 THROUGH 9.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TERMS SHALL BE GOVERNED BY, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, REGARDLESS OF YOUR RESIDENCY AND THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CHOICE OF LAW. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THE TERMS WILL IN NO WAY AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION. PLEASE DISCONTINUE USING OUR SERVICES IMMEDIATELY IF, FOR ANY REASON, YOU DO NOT ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF (1) THIS AGREEMENT AND (2) OUR PRIVACY POLICY.
WE MAY AT ANY TIME AMEND THE TERMS, AND IF WE DO, WE WILL NOTIFY YOU BY REVISING THE DATE AT THE TOP OF THE TERMS, AND IN SOME CASES, WE MAY PROVIDE YOU WITH ADDITIONAL NOTICE. YOU SHOULD REGULARLY REVIEW THE MOST UP-TO-DATE VERSION OF THE TERMS ON OUR WEBSITE. UNLESS OTHERWISE NOTED, THE AMENDED TERMS WILL BE EFFECTIVE IMMEDIATELY, AND YOUR CONTINUED USE OF OUR SERVICES WILL CONFIRM YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO THE AMENDED TERMS, PLEASE STOP USING OUR SERVICES IMMEDIATELY.

CERTAIN DEFINITIONS:

“Services” means our making available for proper use the Platforms for use by SAM Technology Customers, SAM Technology Outsourcing Customers, and Third-Party Tax Professionals to arrange, schedule, and pay for tax preparation and accounting related services and deliverables.
“Platforms” means the web-and/or mobile-based intellectual, proprietary property owned or managed by SAM Technology, including but not limited to the relationships, products, applications, content, and services related thereto, including, but not limited to, the SAM Technology Platform and SAM Technology Outsourcing Platform.
“SAM Technology Platform” is an online platform through which individuals and/or legal entities seeking tax preparation, filing and accounting-related services can submit requests and connect with Third-Party Tax Professionals, which in turn provide the tax preparation, filing and accounting-related services.
“SAM Technology Outsourcing Platform” is an online platform through which SAM Technology Outsourcing Customers seeking tax preparation and accounting-related services and deliverables (but not tax filing) on behalf their clients, can submit requests and connect with Third-Party Tax Professionals, which in turn provide the tax preparation and accounting-related services and deliverables.
“SAM Technology Customer” means any individual or legal entity that has agreed to THE TERMS and uses the SAM Technology Platform to connect with Third-Party Tax Professionals, which in turn provide the tax preparation, filing and accounting-related services to the individual or legal entity as their client.
“SAM Technology Outsourcing Customer” means any tax and accounting firm, financial planning firm, tax resolution firm, referral partner, or any similar legal entity, that has either made all the necessary disclosure to its customers, or has received the necessary approvals from its customers, has agreed to THE TERMS, and in addition may have executed a separate agreement with SAM Technology, to outsource certain tax preparation and accounting-related services and deliverables, needed by its clientele, to Third-Party Tax Professionals (hereinafter referred to as an “Outsourcing Agreement,” regardless of the title of the actual agreement), expresses an interest in utilizing SAM Technology products and services, by engaging with the referral efforts upon which the parties may agree, and uses the SAM Technology Outsourcing Platform to connect with Third-Party Tax Professionals who will provide such tax preparation and accounting-related work and deliverables to the SAM Technology Outsourcing Customer.
“Third-Party Tax Professional” means a third-party, independent contractor who is a (i) licensed, certified public accountant in the United States of America, or (ii) an Enrolled Agent, who has been accepted by SAM Technology to utilize the Platforms and continues to abide by THE TERMS, as well as all laws and regulations governing them in their capacity as a licensed, certified public accountant and/or Enrolled Agent, to utilize the Platforms. Third-Party Professionals may also be referred to, within the Platforms, as “Filers,” “Tax Professionals,” “Tax Preparers,” “Tax Pros,” and/or “Pros.”
“Enrolled Agent” means a federally authorized tax practitioner who is verified to have satisfied the then-current requirements of an “enrolled agent” as defined in “Regulations Governing Practice before the Internal Revenue Service,” Treasury Department Circular No. 230, Title 31 Code of Federal Regulations, Subtitle A, Part 10, as amended from time to time.

1. TERMS APPLICABLE TO BOTH SAM TECHNOLOGY CUSTOMERS AND SAM TECHNOLOGY OUTSOURCING CUSTOMERS
The following terms and conditions in this Section apply only to SAM Technology Customers and SAM Technology Outsourcing Customers:
1. 1.1 The Platforms will prompt You to enter certain information (“Onboarding Information”) relating to the tax preparation, filing and/or accounting related services and/or deliverables that You are seeking to have referred to a Third-party Tax Professional (the “Work Request”) for completion.
2. 1.2 We will provide SAM Technology Customers and SAM Technology Outsourcing Customers with an upfront estimate of the cost for the Work Request and any applicable fees (as more fully explained below in the “About Fees and Payment” in Section 1.8 below) for the Work Request based on Onboarding Information provided by You, which We will rely on presuming it is complete and accurate. Failure to provide complete and accurate information may result in additional charges, an inability of the Third-Party Tax Professional to complete the work and may include the cessation of Services and the cancellation of any Work Request or subsequent Engagement (as defined in Section 1.4 below).
3. 1.3 The SAM Technology Platform or SAM Technology Outsourcing Platform will refer and route Your Work Request to Third-Party Tax Professionals.
4. 1.4 The acceptance of Your Work Request by a Third-Party Tax Professional creates an “Engagement” between You and the Third-Party Tax Professional for the Third-party Tax Professional to perform the work necessary to complete the Engagement.
5. 1.5 The Third-Party Tax Professionals will conduct all necessary communication with You to perform the work covered by the Engagement through the Platforms.
6. 1.6 THIRD-PARTY TAX PROFESSIONALS ARE THIRD-PARTY INDEPENDENT CONTRACTORS. REPRESENTATIONS AND OPINIONS MADE BY THIRD-PARTY TAX PROFESSIONALS ARE NOT BINDING ON SAM TECHNOLOGY. THE THIRD-PARTY TAX PROFESSIONALS ARE NOT OUR EMPLOYEES OR AGENTS AND ARE GIVEN NO AUTHORITY BY US TO ACT ON OUR BEHALF. THIRD-PARTY TAX PROFESSIONALS ARE FREE TO ACCEPT OR REJECT WORK REFERRED BY US IN THEIR OWN SOLE AND ABSOLUTE DISCRETION AND ARE FREE TO COMPLETE ANY ACCEPTED WORK REFERRED BY US ON THEIR OWN SCHEDULE, ACCORDING TO THEIR OWN DISCRETION, AND IN THE MANNER, THEY DECIDE IS MOST APPROPRIATE.
7. 1.7 The availability of Third-Party Tax Professionals will vary based on demand and capacity and is subject to change without notice.
8. 1.8 ABOUT FEES AND PAYMENT
  1. 1.8.1 The estimated price for Your use of the Services (“Service Amount”) and applicable fees (“Fees” or “Service Fees”) are determined based upon the Onboarding Information provided by You and communicated by You prior to Your Work Request being accepted by a Third-Party Tax Professional. The estimated price for Your use of the Services and applicable fees may also include what was quoted to You by a SAM Technology Outsourcing Customer. Fees include all fees disclosed to You during the Onboarding Process and prior the submission of Your Work Request, as well as any fees otherwise disclosed and agreed to by You during Your use of the Services. Fees are applied at Our sole discretion and may be non-refundable. Fees may include, but are not limited to, the following:
    1. a) “Audit Protection Fee” is a fee that may be charged to individual SAM Technology Customers (but not SAM Technology Customers that are business entities) for the services and protections set forth in Section 2.4 of THE TERMS. The Audit Protection Fee may vary and is discussed in further detail below; and
    2. b) “Technology Fee” is a fee charged for expenses associated with, including but not necessarily limited to, data storage, payment processing, customer support, and encryption.
  2. 1.8.2 You may be required to pay a portion of the total price (i.e., the Service Amount and all Fees) at the time You submit Your Work Request. The balance of the total price will be charged upon completion of the Engagement or Your failure to respond to the Third-Party Tax Professional request to review his/her work for completion, which request will be made through the Platforms, within 72 hours of such notice being sent to You through the Platforms.
  3. 1.8.3 Your Service Amount is subject to change, including during preparation of the documents comprising Your Engagement and following completion of the work, depending on several factors, including but not limited to, (i) Your Third-Party Tax Professional reasonably requests a price increase based on unforeseeable circumstances within the Engagement, (ii) Your Engagement requires more work than previously anticipated based on new information provided by You after the Service Amount was provided to You, (iii) the information provided by You prior to being provided the Service Amount was incorrect or incomplete, or (iv) if a price increase becomes necessary in order to incentivize the Third-Party Tax Professional to accept Your Work Request. In the event that Your Service Amount changes, you will be notified through the Platforms and requested to accept the amended Service Amount. If You do not accept the amended Service Amount, Your Work Request and/or Engagement will be canceled in accordance with the Cancellation Policy set forth in Section 1.8.6 below.
  4. 1.8.4 You may also be required to pay fees and charges to others in connection with Your use of the Services. For example, your mobile or Internet service provider may impose charges for use of Your device in connection with the use of the Services, including fees for data transmissions and/or other charges. It is Your responsibility to understand and pay for all such charges.
  5. 1.8.5 If, after the Third-Party Tax Professional has completed the Engagement, You need to file an amended return with a revenue authority or require additional Services, you may contact Us at info@mysamadmin.com, or through the Help Chat within the Platforms. New charges and fees may apply.
  6. 1.8.6 Cancellation Policy. If You ordered, agreed to, and paid for Services but thereafter canceled Your use of these Services (“Cancellation Request”), You may be eligible for a full or partial refund of Your Service Amount and Fees paid, less any Cancellation Fee. All Cancellation Requests will be evaluated at the time of receipt by SAM Technology, and must be made in writing, via email, to info@mysamadmin.com. Your eligibility for Our Refund Policy will differ depending on when Your Cancellation Request is received by SAM Technology, which may in turn affect the amount of Your cancellation fee (“Cancellation Fee”), if any.
    1. a) If Your Cancellation Request is received by Us before a Third-party Tax Professional has accepted Your Work Request, you will receive a full refund, including for Fees paid, and will not be charged a Cancellation Fee.
    2. b) If Your Cancellation Request is received by Us after a Third-party Tax Professional has accepted Your Work Request, but prior to reviewing Your relevant tax documents, then You will be charged a Cancellation Fee in an amount equaling fifteen percent (15%) of the total of Your Service Amount plus Fees.
    3. c) If Your Cancellation Request is received by Us after a Third-party Tax Professional has accepted Your Work Request and commenced working on Your Engagement following review of Your relevant tax documents, You will be charged a Cancellation Fee in an amount equaling thirty-five percent (35%) of the total of Your Service Amount plus Fees.
    4. d) If Your Cancellation Request is received by Us after a Third-party Tax Professional has accepted Your Work Request and has substantially completed the tax return and/or other tax documents associated with the Engagement, then You will be charged a Cancellation Fee in an amount equaling seventy percent (70%) of the total of Your Service Amount plus Fees. Substantial completion will be determined by in its sole discretion.
    5. e) If Your Cancellation Request is received by after a Third-Party Tax Professional has completed the Engagement or has submitted Your prepared tax documents to You and/or all appropriate federal and/or state taxing authorities, or You failed to respond to the Third-Party Tax Professional request to review his/her work for completion, which request will be made through the Platforms, within 72 hours of the such notice being sent to You through the Platforms, Your Cancellation Request will be denied, and you will be charged in full for the Services.
9. 1.9 We may discontinue Your use of the Services for any reason, in Our sole and absolute discretion.
2. TERMS APPLICABLE TO SAM TECHNOLOGY CUSTOMERS ONLY
The following terms and conditions in this Section apply only to SAM Technology Customers:
2.1 Electronic Filing
1. 2.1.1 The Third-Party Tax Professional You have engaged will notify You through the SAM Technology Platform upon completion of all the tax documents related to Your Engagement and provide You with copies of such for Your review and approval.
2. 2.1.2 Thereafter, you will be required to provide Your electronic signature to indicate that You have reviewed and accepted the documents provided to You by Your Third-Party Tax Professional, as well as to grant or execute any authorizations that Your Third-Party Tax Professional may require in order to electronically file Your tax documents with the appropriate federal and/or state taxing authority. If Your Third-Party Tax Professional does not receive Your electronically signed and approved tax documents, including any authorizations, or a written notification from You explaining why You are withholding Your approval of such, within 72 hours of the Third-Party Tax Professional notifying You, through the SAM Technology Platform, that such documents and authorizations are needed, You will be deemed to have chosen to file the documents on Your own, to have accepted the documents, and to be satisfied with the services rendered, in which case neither SAM Technology nor the Third-Party Tax Professional shall have any further obligations to You. If the foregoing occurs, you will be charged in full. You are solely responsible for any delay, penalty, late-filing, or other consequence caused by Your failure to promptly approve and execute any such documents.
3. 2.1.3 After You sign and accept Your tax return and any needed authorizations, You will forward Your signed documents through the SAM Technology Platform to the Third-Party Tax Professional who has prepared Your return, where it will be converted to and stored in the appropriate format, as determined in the sole discretion of the Third-Party Tax Professional, to be transmitted to the applicable federal and/or state taxing authority, if any.
4. 2.1.4 You are solely responsible for verifying the status of Your return to confirm that it has been filed with, received, and accepted by the applicable taxing authority and for taking appropriate alternative actions, if necessary, for filing it manually in the event that the taxing authority rejects Your electronically filed return (e.g., if taxpayer name and social security number do not match). You are responsible for examining Your tax return for reasonableness and indications of obvious errors before the electronic or paper filing.
5. 2.1.5 SAM Technology and/or the Third-Party Tax Professional may store and maintain information that You provide in relation to Your use of the Services. You should save Your tax return on the device or method of Your choosing as Your data may be deleted by SAM Technology at any time and at SAM Technology’s discretion. It is therefore strongly recommended that You frequently back-up and save Your tax return data. You can also print and retain a physical copy of Your tax return(s) for Your records.
6. 2.1.6 You understand and agree that electronic filing or e-filing may not be available in some states or applicable to some returns. Some states may require You to e-file Your federal and state tax returns at the same time. You further understand and agree that We cannot and do not guarantee the performance of the Internet or any third party or third-party system or service or that, once transmitted, the applicable revenue authority will receive, accept, or process Your tax return (e.g., due to failures of the Internet or of the taxing authority computer systems or networks, due to You entering incorrect contact or identifying information, or any other reason beyond Our control).
7. 2.1.7 SAM Technology’s sole responsibility with respect to e-filing Your tax return(s) is limited to using commercially reasonable efforts to facilitate Your transmission of Your tax return(s) using the SAM Technology Platform to Your Third-party Tax Professional.
8. 2.1.8 While the exact date varies from year to year and is completely at the IRS’ discretion, the Internal Revenue Service (“IRS”) typically commences its acceptance of electronically filed returns on the latter half of January each calendar year, usually sometime between January 20th to January 30th. The IRS requires the Third-Party Tax Professional to notify it in connection with the electronic filing of Your tax return of the Internet Protocol address of the mobile device from which the return originated and whether the email address of the person electronically filing the return has been collected. By using the Services to prepare and submit Your tax return, you consent to the disclosure to the IRS and any other tax or revenue authority of all information relating to Your use of such electronic filing services.
2.2 Paper Filing
If You do not qualify for electronic filing or choose to paper file, you can create a copy of Your completed tax return by printing Your return and mailing it Yourself to the proper taxing authority. If You utilize this option, you must notify Us, in writing to info@mysamadmin.com or via the Help Chat. If Your Third-Party Tax Professional does not receive Your signed and approved tax documents, including any authorizations, or a written notification from You explaining why You are withholding Your approval of such, within 72 hours of the Third-Party Tax Professional notifying You, through the SAM Technology Platform, that such documents and authorizations are needed, You will be deemed to have chosen to file the documents on Your own, to have accepted the documents, and to be satisfied with the services rendered, in which case neither SAM Technology nor the Third-Party Tax Professional shall have any further obligations to You. If the foregoing occurs, you will be charged in full. You are solely responsible for any delay, penalty, late-filing, or other consequence caused by Your failure to promptly approve and execute any such documents.
2.3 Import Services
SAM Technology Platform may include features that allow You to import, where applicable, certain financial and/or tax related information from participating financial institutions, payroll processors, personal financial software, business financial software, and charitable deduction information from its software or services. You are responsible for verifying the accuracy of the information that is imported and You assume all risks regarding such an import of information.
2.4 SAM Technology Assurances
The following terms and conditions in this Section apply only to individual SAM Technology Customers and do not apply to SAM Technology Customers that are business entities
2.4.1 SAM Technology Protection
1. a) This provision applies only to those Engagements for which We, at Our discretion, charge the associated Audit Protection Fee for, or the Audit Protection Fee was opted in and paid for by the SAM Technology Customer. In no way does this provision and its corresponding protections apply if the SAM Technology Customer has opted out of paying the Audit Protection Fee during the Onboarding Process.
2. b) Penalties and Interest. If You have fully paid for the Services and You pay an IRS or state penalty and/or interest solely because of a calculation error on a form prepared for You using the Services, and not as a result of, among other things: i) Your failure to enter all required information accurately or to promptly complete all necessary paperwork, including signing and approving documents, for timely filing; ii) Your failure to verify the accuracy of the information provided through the Services; iii) willful, fraudulent, or negligent omission or inclusion of information on Your tax return; iv) misclassification of information on the tax return; v) failure to file an amended return to avoid or reduce an applicable penalty/interest; or vi) Your failure to abide by THE TERMS or Our announced updates or corrections to the Services to file an amended return in time for You to avoid the IRS or state penalty and/or interest (collectively, the “Individual Fault Reasons”), then will pay You the amount of the IRS or state penalty and/or interest actually paid by You, and only for the most current year, to the IRS or state following proof thereof. You are responsible for paying any additional tax liability You may owe and for providing any other information We reasonably request to evaluate Your claim.
3. c) Audits. If You have fully paid for the Services and You are audited by the IRS or any other United States Federal or State tax authority, and such audit was not caused, in whole or in part, by any of the Individual Fault Reasons, then SAM Technology will provide You with representation for Your Audit (“Your Audit”). However, SAM Technology Protection does not apply to non-governmental audits or audits conducted by foreign entities.
4. d) Notification to SAM Technology. If You believe the protections in Section 2.4.1 apply to Your situation, you must notify Us as soon as You learn of that You are or will be audited (and in no event later than 30 days after the later of (i) the date that the penalty or interest is assessed, or (ii) You being notified by the IRS, or any other Federal or State Tax Authority, of Your Audit) at info@mysamadmin.com. To resolve Your matter, We require Your SAM Technology tax data file and other supporting information such as a copy of the IRS/state notice, evidence of payment of the specified penalty and/or interest, and a copy of Your tax return. Once all the necessary data and documents have been received, we will respond as to whether You qualify for the protections described above.
2.4.2 Maximum Refund (or Tax Savings) Assurance or Your Money Back
1. a) If You have fully paid for the Services and none of the Individual Fault Reasons apply to You, and You receive a larger refund amount or must pay a smaller tax due amount using another tax preparation method that utilizes reputable paid tax preparers, other than a Third-Party Tax Professional, then We will refund to You the applicable fees paid by You for the use of the Services.
2. b) Claims must be submitted within sixty (60) days of the date You ended the Services, but no later than December 26th, of the same calendar year for which you requested the Services and are claiming a larger refund amount or must pay a smaller tax due amount using another tax preparation method that utilizes reputable paid tax preparers, must include evidence of use of another tax preparer, and must include evidence acceptable to Us of a lower taxable position.
2.4.3 Money-Back Assurance
1. a) If You received and fully paid for the Services and none of the Individual Fault Reasons apply to You, and You are not reasonably satisfied with Your tax preparation performed by the Third-Party Tax Professional, then You may qualify for Our Money-Back Assurance. To qualify, you must report the issue to Us within three (3) business days of Your Third-Party Tax Professional submitting the work pertaining to Your Engagement to You for Your review, by email to info@mysamadmin.com. We will decide, in our sole discretion, whether the work performed is unsatisfactory, or may exercise our discretion to qualify Your claim for another reason or deny it altogether.
2. b) If You qualify for the Money-Back Assurance, we will either credit Your account for future Services in the amount that You paid for the Services, or, at Your request, we will refund Your credit card in the amount paid, or, alternatively, We will have Your Work Request reperformed, by a different Third-Party Tax Professional. If the Services are re-performed and You are not reasonably satisfied with Your tax preparation, will refund the amount paid for the specific Services with which You are not reasonably satisfied. The amount of SAM Technology’s Money-Back Assurance is limited to any Payment You made in connection with Your use of these Services. SAM Technology’s Money-Back Assurance does not apply to any other cost, liability, damage, injury, or claim arising from or relating to, or in connection with Your use of these Services.
3. c) If we determine in Our sole and absolute discretion that the work performed by the Third-Party Tax Professional for Your Engagement is satisfactory, then You will not qualify for SAM Technology’s Money-Back Assurance. As a result, we will not make any refund of monies You have paid.
2.5 Term and Termination; Cancellation of Engagements
1. 2.5.1 Term. THE TERMS shall continue in full force and effect until such time as THE TERMS are terminated by You or by Us.
2. 2.5.2 Termination by Us. We may terminate our relationship pursuant to THE TERMS or terminate or suspend Your right to use the SAM Technology Platform at any time for any or no reason by providing You with written or email notice of such termination to the physical or email address You have provided Us. If We terminate or suspend Your account for any reason, you are prohibited from registering and creating a new account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party. In addition to terminating or suspending Your account, we reserve the right to take appropriate legal action, including without limitation, pursuing civil, criminal, and injunctive redress. When terminating Your account, we may delete the account and all the information in it. You have no ownership rights to your account.
3. 2.5.3 Termination by You. You may terminate THE TERMS by completely and permanently ceasing to use the SAM Technology Platform (provided that there are no outstanding Services or requests ordered under Your password or account) and by closing any account You have opened on SAM Technology. If you attempt to terminate THE TERMS while there are still outstanding Services or requests ordered under Your password or account, THE TERMS shall not terminate until such Services, Work Request(s), and/or Engagement(s) have been performed, paid for, or otherwise canceled as permitted by Us.
4. 2.5.4 Policy for Appointment Cancellation by Third-Party Tax Professional. When a Third-Party Tax Professional cancels a scheduled Engagement, the SAM Technology Platform generally notifies You and makes Your Work Request available for another Third-Party Tax Professional to select. However, We cannot guarantee that a cancelled appointment will be selected by another Third-Party Tax Professional and will be rescheduled or that the Work Request will be completed.
3. TERMS APPLICABLE TO THE OUTSOURCING CUSTOMERS ONLY
The following terms and conditions in this Section apply only to the Outsourcing Customers:
3.1 “Uptime” means the percentage of time in a calendar month that the SAM Technology Outsourcing Platform and Services are available for access, as measured by SAM Technology. SAM Technology strives for a 100% Uptime. If Uptime falls below 99.9% in a given calendar month, SAM Technology will notify You and reduce the monthly invoice amount in proportion to the time frame that fell below the 99.9% Uptime that calendar month (“SAM Technology 99.9% Uptime Guarantee”). The SAM Technology Uptime Guarantee will not apply in the following circumstances: (a) circumstances beyond SAM Technology’s reasonable control, including but not limited to war, terrorism, labor disturbance, interruption of telecommunications, failure of third party software or services, or acts of God; (b) network issues outside of SAM Technology’s control, including DNS and connectivity problems; (c) acts or omissions by authorized users; (d) Downtime that has been advised to you 72 hours in advance; (e) Downtime resulting from individual periods of non-availability lasting less than five (5) minutes; or (6) a party has given notice of termination.
3.2 Warranty by SAM Technology Outsourcing Customer. You represent and warrant that You have either made all necessary disclosures to, or have obtained all necessary authorizations from, your client to outsource to third parties, including the Third-party Tax Professionals, the work requested as part of any Work Request or Engagement submitted by You through the SAM Technology Outsourcing Platform. You understand and agree that SAM Technology is relying on Your warranty and representation in allowing You to utilize the SAM Technology Outsourcing Platform.
3.3 Import Services. The SAM Technology Outsourcing Platform may include features that allow You to import, where applicable, certain financial and/or tax related information from participating financial institutions, payroll processors, financial software, business financial software, and charitable deduction information from its software or services. You are responsible for verifying the accuracy of the information that is imported and You assume all risks regarding such an import of information.
3.4 SAM Technology and/or the Third-Party Tax Professional may store and maintain information that You provide in relation to Your use of the Services. You should save all information submitted to and received from the SAM Technology Outsourcing Platform on the device or method of Your choosing as such data may be deleted by SAM Technology at any time and at SAM Technology’s discretion.
3.5 The Third-Party Tax Professional will notify You via the SAM Technology Outsourcing Platform upon completion of all the tax and accounting documents and/or deliverables related to Your Engagement and provide You with copies of such for their review and approval. Within three (3) business days of receiving such notice, you are required to review the documents submitted by the Third-Party Tax Professional for Your review and approval and either approve them as complete or reject them as incomplete or unsatisfactory. If You reject any document or work as incomplete or unsatisfactory, you must provide the details of what specific items of the Engagement are incomplete or unsatisfactory to the Third-Party Tax Professional via the SAM Technology Outsourcing Platform and to Us by email to info@mysamadmin.com.
3.6 NON-SOLICITATION; ACKNOWLEDGEMENTS RESPECTING RESTRICTIVE COVENANTS
1. 3.6.1 DURING YOUR USE OF THE SERVICES AND FOR TWO (2) YEARS AFTER YOU CEASE USING THE SERVICES, YOU AGREE THAT YOU WILL NOT DIRECTLY OR INDIRECTLY, ON YOUR OWN BEHALF OR IN THE SERVICE OR ON BEHALF OF OTHERS, IN ANY CAPACITY, SOLICIT OR ATTEMPT TO SOLICIT FOR PURPOSES OF EMPLOYMENT (WHETHER AS AN EMPLOYEE OR INDEPENDENT CONTRACTOR) ANY THIRD-PARTY TAX PROFESSIONAL. FAILURE TO ABIDE BY THIS PROVISION, SHALL RESULT IN SAM TECHNOLOGY DISCONTINUING YOUR RIGHT TO USE THESE SERVICES, AND SAM TECHNOLOGY MAY SEEK ALL REMEDIES AVAILABLE AGAINST YOU TO ENFORCE THIS PROVISION AND COVER ANY DAMAGES, INCLUDING ATTORNEYS’ FEES, SUSTAINED BY SAM TECHNOLOGY, AS A RESULT THEREOF.
2. 3.6.2 YOU ACKNOWLEDGE AND AGREE THAT THE RESTRICTIONS SET FORTH IN THIS PARAGRAPH INCLUDING, BUT NOT LIMITED TO, THE TIME PERIOD OF THE RESTRICTIONS AND THE SCOPE OF THE RESTRICTIONS, ARE FAIR AND REASONABLE AND ARE NOT THE RESULT OF OVERREACHING, DURESS OR COERCION OF ANY KIND. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOUR FULL, UNINHIBITED, AND FAITHFUL OBSERVANCE OF THE TERMS WILL NOT CAUSE ANY UNDUE HARDSHIP, FINANCIAL OR OTHERWISE, AND THAT THE ENFORCEMENT OF THIS NON-SOLICITATION PROVISION OR ANY OTHER PROVISION IN THE TERMS, WILL NOT IMPAIR YOUR ABILITY TO OBTAIN QUALIFIED EMPLOYEES AND INDEPENDENT CONTRACTORS OUTSIDE OF USING THE SERVICES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT IF YOU VIOLATE THE TERMS OF THIS PARAGRAPH, THE RESTRICTIVE PERIOD SHALL BE EXTENDED BY A PERIOD OF TIME EQUAL TO THAT PERIOD BEGINNING WHEN SUCH VIOLATION COMMENCED AND ENDING WHEN THE ACTIVITIES CONSTITUTING SUCH VIOLATION CEASE. SAM TECHNOLOGY AND YOU AGREE THAT IN THE EVENT ANY ARBITRATOR OR COURT SHALL HOLD THAT THE TIME AND SCOPE RESTRICTIONS IN THIS PARAGRAPH CONSTITUTE AN UNREASONABLE RESTRICTION ON YOU, YOU HEREBY EXPRESSLY AGREE THAT THIS PARAGRAPH SHALL NOT BE RENDERED VOID BUT SHALL APPLY TO A TERM OR TO SUCH OTHER EXTENT AS THE ARBITRATOR OR MAY DEEM A REASONABLE RESTRICTION UNDER THE CIRCUMSTANCES.
4. TERMS APPLICABLE TO THIRD-PARTY TAX PROFESSIONALS ONLY
The following terms and conditions in this Section apply only to Third-Party Tax Professionals:
4.1 You represent and warrant that You qualify as a Third-Party Tax Professional that is in good standing, and have, and will, fully, accurately, and honestly have, or will respond to any requests made by SAM Technology to You within 24 hours of a request from SAM Technology. If You fail to timely respond, SAM Technology may terminate any agreements with You and may deny You access to the Services. If for any reason, you should cease to qualify as a Third-Party Tax Professional that is in good standing, you shall immediately notify SAM Technology at info@mysamadmin.com, and cease Your use of these Services.
4.2 SAM Technology will refer SAM Technology Customers and SAM Technology Outsourcing Customers to You, in Your capacity as a Third-Party Tax Professional via the SAM Technology Platform and SAM Technology Outsourcing Platform’s Job Pool (“Job Pool”). You understand and agree that You are not eligible to receive or accept Work Requests from SAM Technology Outsourcing Customers or through the SAM Technology Outsourcing Platform Job Pool unless You are located in the United States of America and all work performed by You for the particular Work Request will be performed within the United States of America. Moreover, you acknowledge and agree that You will only accept Work Requests for work that you believe You are qualified to perform.
4.3 The Job Pool will allow You to access Work Requests submitted by SAM Technology Customers and SAM Technology Outsourcing Customers seeking tax preparation, filing and/or accounting-related services and deliverables.
4.4 Each Work Request will provide a short description of the work desired by the SAM Technology Customer of SAM Technology Outsourcing Customer making the request, estimated payment amount for taking on the request (“Estimated Payment”), and a deadline for completion (“Deadline”). You will be able to choose from Work Requests made available to You.
4.5 For every Work Request that You elect to accept and perform in exchange for the Estimated Payment, which creates an Engagement, You agree to:
1. 4.5.1 Perform the Engagement in a professional, timely, and accurate manner consistent with THE TERMS for the particular SAM Technology Customer of SAM Technology Outsourcing Customer as Your client (“Client”) in Your role as an independent Third-Party Tax Professional;
2. 4.5.2 Prepare any and all forms, schedules, and other documents required by Your Client, as determined solely by You in your capacity as an independent Third-Party Tax Professional, to complete the Engagement;
3. 4.5.3 For SAM Technology Customers, promptly complete and, where applicable, file Your Client’s tax return, and sign the tax return as the “Paid Preparer.” A “Paid Preparer” is an individual who, for compensation, prepares all or substantially all of a tax return or claim for refund;
4. 4.5.4 Only communicate with Your Client(s) via the Platforms;
5. 4.5.5 Refrain from contacting the SAM Technology Outsourcing Customer’s client without the SAM Technology Outsourcing Customer’s prior written consent; and
6. 4.5.6 Report to SAM Technology any lost or stolen devices You caused to contain information and data related to a SAM Technology Outsourcing Customer or SAM Technology Customer and to ensure that any information or data related to a SAM Technology Outsourcing Customer or SAM Technology Customer is unreadable, erased, wiped, or otherwise inaccessible prior to disposing of, renting, selling, retiring, lending, or otherwise relinquishing control of any such device.
4.6 NON-SOLICITATION; ACKNOWLEDGEMENTS RESPECTING RESTRICTIVE COVENANTS
1. 4.6.1 DURING YOUR USE OF THE SERVICES, AND FOR TWO (2) YEARS AFTER COMPLETING AN ENGAGEMENT FOR A SAM TECHNOLOGY CUSTOMER OR SAM TECHNOLOGY OUTSOURCING CUSTOMER, YOU AGREE THAT YOU WILL NOT DIRECTLY OR INDIRECTLY, ON YOUR OWN BEHALF OR IN THE SERVICE OR ON BEHALF OF OTHERS, IN ANY CAPACITY, SOLICIT OR ATTEMPT TO SOLICIT THE BUSINESS OF ANY SAM TECHNOLOGY CUSTOMER OR SAM TECHNOLOGY OUTSOURCING CUSTOMER OR THE CLIENT OF ANY SAM TECHNOLOGY OUTSOURCING CUSTOMER. FAILURE TO ABIDE BY THIS PROVISION, SHALL RESULT IN SAM TECHNOLOGY DISCONTINUING YOUR RIGHT TO USE THESE SERVICES, AND SAM TECHNOLOGY AND SAM TECHNOLOGY OUTSOURCING CUSTOMERS (WHO ARE EXPRESSLY THIRD-PARTY BENEFICIARIES UNDER THIS PROVISION) MAY SEEK ALL REMEDIES AVAILABLE AGAINST YOU TO ENFORCE THIS PROVISION AND COVER ANY DAMAGES, INCLUDING ATTORNEYS’ FEES, SUSTAINED AS A RESULT THEREOF.
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
4.7 Representations and Warranties
1. 4.7.1 You represent and warrant that You are fully authorized and empowered to accept and honor THE TERMS, and that the performance of the obligations under THE TERMS will not violate or infringe upon the rights of any third party or violate any agreement between You and any other person, firm or entity, or any law or governmental regulation. Specifically, you represent that You are not subject to, or in violation of, any non-compete, or similar provision, with any third party, individual or entity, through Your use of the Services.
2. 4.7.2 You further represent and warrant that You will only use information and data provided by SAM Technology Outsourcing Customers as is necessary to effect, administer, or enforce the tax preparation services requested by the SAM Technology Outsourcing Customer, which may be a “financial institution” as defined by the Gramm-Leach-Bliley Act.
3. 4.7.3 You agree to indemnify, defend, and hold SAM Technology and Our affiliates, and their respective officers, directors, agents, and employees, harmless from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, liabilities (whether actual or contingent), and expenses, including reasonable attorneys’ fees and costs, arising out of or relating to Your violation of any non-compete or other restrictive covenant that You may have with any third party, individual or entity, through Your use of these Services.
4. 4.7.4 You agree to only use or disclose the tax return data You collect through Your use of the Services in accordance with the provisions of Section 7216 of the Internal Revenue Code of 1986, as amended. You shall not knowingly or recklessly (1) disclose any information furnished to You for, or in connection with, the preparation of any such return, and (2) use any such information for any purpose other than to prepare, or assist in preparing, any such return.
4.8 NON-DISCLOSURE AND CONFIDENTIALITY. WITH RESPECT TO SAM TECHNOLOGY OUTSOURCING WORK REQUESTS AND ENGAGEMENTS, YOU AGREE TO KEEP CONFIDENTIAL AND TO NOT DISCLOSE OR MAKE KNOWN TO THE PUBLIC, THE CLIENT OF THE SAM TECHNOLOGY OUTSOURCING CUSTOMER, OR ANY OTHER PERSON, YOUR RELATIONSHIP WITH THE SAM TECHNOLOGY OUTSOURCING CUSTOMER. YOU ACKNOWLEDGE AND AGREE THAT IN THE EVENT OF YOUR BREACH (WHETHER ACTUAL, IMPLIED OR THREATENED) OF THIS PROVISION, THAT SAM TECHNOLOGY’S AND THE SAM TECHNOLOGY OUTSOURCING CUSTOMER’S (WHO ARE EXPRESSLY THIRD-PARTY BENEFICIARIES OF THIS PROVISION) REMEDIES AT LAW WILL BE INADEQUATE. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT IN SUCH EVENT, SAM TECHNOLOGY AND/OR THE SAM TECHNOLOGY OUTSOURCING CUSTOMER SHALL HAVE THE RIGHT TO SPECIFIC PERFORMANCE AND/OR INJUNCTIVE RELIEF WITHOUT BEING REQUIRED TO SHOW ANY ACTUAL DAMAGE TO SAM TECHNOLOGY AND/OR THE SAM TECHNOLOGY OUTSOURCING CUSTOMER OR TO POST AN INJUNCTION BOND IN ADDITION TO ANY AND ALL OTHER REMEDIES AND RIGHTS AT LAW OR IN EQUITY, ALL OF WHICH SHALL BE CUMULATIVE.
4.9 We may discontinue Your use of the Services for any reason, in Our sole and absolute discretion.
4.10 YOU ARE A THIRD-PARTY INDEPENDENT CONTRACTOR, AND NOT AN EMPLOYEE OR AGENT OF SAM TECHNOLOGY. REPRESENTATIONS MADE BY YOU ARE NON-BINDING ON SAM TECHNOLOGY.
5. DISCLAIMER AND LIMITATION OF LIABILITY
5.1 SAM TECHNOLOGY PLATFORM AND SAM TECHNOLOGY OUTSOURCING PLATFORM ARE MERELY REFERRAL SERVICES AND WILL RETAIN A REFERRAL FEE FROM ALL TRANSACTIONS CONDUCTED THROUGH THE PLATFORMS. AS A REFERRAL SERVICE, WE ARE NOT, AND DO NOT HOLD OURSELVES OUT TO BE, A CERTIFIED PUBLIC ACCOUNTANT, AN ENROLLED AGENT, OR A PROFESSIONAL FIRM, NOR A TAX PREPARATION SOFTWARE OR PROGRAM. WE MAKE NO REPRESENTATIONS REGARDING THE QUALITY OF WORK YOU WILL PERFORM, THE DISCRETION EXERCISED BY YOU AND ANY OTHER THIRD-PARTY TAX PROFESSIONALS, OR THE ADVICE GIVEN BY YOU AND ANY OTHER THIRD-PARTY TAX PROFESSIONALS.
5.2 WITHOUT LIMITING THE FOREGOING, ALL SERVICES PROVIDED ON OR THROUGH THE PLATFORMS ARE PROVIDED TO USERS “AS-IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. THE “AS-IS” CONDITION OF CONTENT IS EXPRESSLY MADE A CONDITION OF ANY TRANSACTION ARISING THROUGH OR AS A RESULT OF THE SERVICES. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU SHALL CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.
5.3 We make no warranty that (a) the Services will meet your requirements, (b) the Services will be uninterrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of the Services will be accurate or reliable, or (d) the quality of any products, platforms, information, or other material purchased or obtained by You through the Services will meet Your expectations.
5.4 Under no circumstances shall We, Our affiliated and related entities, Our suppliers, or Our respective directors, officers, employees, or agents (collectively, the “Our releasees”) be liable to You or to any third-party for any direct, indirect, consequential, incidental, special or punitive damages, whether in contract or in tort, including without limitation, negligence, arising in any way out of access to, or use of, or inability to access or use any of the Services or any linked site or its contents, including without limitation, lost profits, business interruption, or loss of programs or other data on computer systems or otherwise, without regard to whether We are expressly advised of the possibility of such damages.
5.5 You further agree that We shall have control of the defense or settlement of any third-party claims. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” If You are a resident of another jurisdiction, You waive any comparable statute or doctrine.
5.6 IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID US IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED US DOLLARS ($100).
6. GEOGRAPHIC RESTRICTIONS AND DISPUTE RESOLUTION
6.1 We intend to provide the Services for use by persons located in the United States. We make no claims that Our Websites, or any of the Services is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If You access the Services from outside the United States, You do so on Your own initiative and are responsible for compliance with local laws.
6.2 You agree that all matters relating to the Services and the Platforms, and THE TERMS, and any dispute or claim arising therefrom will be construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule.
6.3 You agree that any dispute or claim arising from or relating to THE TERMS shall be settled by final and binding arbitration, rather than in court, using the English language, administered by the American Arbitration Association (the “AAA”) under its Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section), unless otherwise required by law. Arbitration, including threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in accordance with those rules. The arbitrator shall follow any applicable law in rendering an award. Judgment on the arbitration award may be entered in any court that has jurisdiction. For all actions under the AAA Arbitration Rules, the hearings will be conducted in Irvine, California or at another mutually agreed location.
6.4 Any arbitration under THE TERMS will take place on an individual basis. You understand that by agreeing to THE TERMS, You and Sam Technology are each waiving the right to trial by jury or to participate in a class action lawsuit. Class arbitrations shall only be available if requested by either party under its Class Action Arbitration Rules and approved by the arbitration entity. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert Your claim in “small claims” court, but only if Your claim qualifies, Your claim remains in such court, and Your claim remains on an individual, non-representative, and non-class basis.
6.5 Any legal action against Us related to the Services must be filed and take place in Orange County, California.
7. PRIVACY
7.1 For information about how We collect, use, share, or otherwise process information about You and Your use of the Services and the Platforms, please see Our Privacy Policy.
7.2 Where permitted by law, We will only access, view, or listen to Your personal information in limited ways. For example, in order to perform the Services, we may need to access, view, or listen to Your personal information to (a) respond to feedback or support requests; (b) detect, prevent, or otherwise address fraud, security, legal, or technical issues; and (c) enforce THE TERMS. Our automated systems may analyze your personal information using techniques such as machine learning in order to improve the Services and the user experience.
7.3 You agree not to collect, process, or store any Sensitive Personal Information using the Services. You agree not to transmit, disclose, or make available Sensitive Personal Information to Us or Our third-party providers. “Sensitive Personal Information” means an individual’s financial information, sexual preferences, medical, or health information protected under any health data protection laws, biometric data (for purposes of uniquely identifying an individual), personal information of children protected under any child data protection laws (such as the personal information defined under the US Children’s Online Privacy Protection Act (“COPPA”)) and any additional types of information included within this term or any similar term (such as “sensitive personal data” or “special categories of personal information”) as used in applicable data protection or privacy laws.
8. MISCELLANEOUS
8.1 No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with THE TERMS.
8.2 Any rights and licenses granted by THE TERMS may not be transferred or assigned by You, but may be assigned by Us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
8.3 Whenever possible, each provision of THE TERMS shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of THE TERMS shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of THE TERMS.
8.4 THE TERMS, together with Our Privacy Policy, and any other rules, regulations, procedures and policies which We refer to and which are hereby incorporated herein by this reference, constitutes the entire agreement between you and Sam Technology with respect to the Services and the Platforms and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and Sam Technology with respect to the Services and the Platforms.
8.5 The captions and headings are for convenience of reference only and shall not be used to construe THE TERMS or meaning of any provisions of THE TERMS. You agree that You have reviewed and negotiated THE TERMS and conditions of THE TERMS and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of THE TERMS. Rather, all THE TERMS of THE TERMS shall be construed fairly as to both you and Sam Technology and not in favor or against Us.
8.6 Upon the expiration or termination of THE TERMS, some or all of the Services may cease to operate without prior notice. Section 5 and 6 will survive the termination of THE TERMS.
8.7 Except as expressly permitted in THE TERMS, You may not (a) modify, port, adapt, or translate any portion of the Services and the Platforms; or (b) reverse engineer (including but not limited to monitoring or tracking the inputs and outputs flowing through a system or an application in order to recreate that system), decompile, disassemble, or otherwise attempt to discover, within any Services, the source code, data representations or underlying algorithms, processes, methods, and any other portion of such Services and the Platforms.
8.8 A printed version of THE TERMS and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to THE TERMS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
9. CONTACT INFORMATION
If You have any questions about THE TERMS or Our practices, please contact us at info@mysamadmin.com.
[End of Terms and Conditions]