1. Definitions

For the purposes of these Terms, the following capitalized terms shall have the meanings set forth below:

• Account: The user account created by you to access the Services.
• Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• Aggregated De-Identified Data: Data derived from Customer Data that has been anonymized and aggregated such that it cannot identify any specific individual or entity.
• Customer Data: All data, information, content, materials, and inputs provided, uploaded, or transmitted by you or on your behalf in connection with the Services.
• Documentation: Any user guides, manuals, or other materials provided by TaxStreem describing the functionality, use, and requirements of the Services.
• Feedback: Any suggestions, ideas, enhancements, or other feedback provided by you regarding the Services.
• Force Majeure Event: Any event beyond a party's reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, fire, floods, accidents, strikes, or shortages of resources.
• Intellectual Property Rights: All patents, copyrights, trademarks, trade secrets, moral rights, and other intellectual property rights worldwide.
• Order Form: A document executed by the parties (or accepted electronically) specifying the Services to be provided, fees, term, and other applicable terms.
• Services: The automated AI-powered tax compliance solutions provided by TaxStreem, as specified in an Order Form.
• Subscription Term: The initial term and any renewal periods as specified in an Order Form.
• Third-Party Services: Any external services, APIs, websites, or integrations not provided by TaxStreem.
• You or Your: The individual or Entity accessing or using the Services.

2. Services Provided

Subject to your compliance with these Terms and payment of applicable fees, TaxStreem grants you a limited, non-exclusive, non-transferable, revocable license during the Subscription Term to access and use the Services solely for your internal business purposes related to tax compliance under Nigerian laws.

The Services may include:

• AI-driven tax calculations based on your transaction data.
• Automated preparation and electronic filing of tax returns with Nigerian tax authorities.
• Compliance reporting and analytics.
• Integration with third-party accounting or e-commerce platforms (subject to Section 7).
• Support and maintenance as specified in the Order Form.

TaxStreem may provide updates, enhancements, or modifications to the Services at its discretion. You remain solely responsible for verifying the accuracy of all filings and complying with all tax obligations under Nigerian law.

3. User Obligations and Restrictions

You agree to:

• Use the Services in compliance with these Terms, applicable Nigerian laws, and any Order Form.
• Provide accurate, complete, and current information when creating your Account.
• Maintain the security and confidentiality of your Account credentials.
• Ensure that all Customer Data you provide is accurate, lawful, and does not infringe any third-party rights.
• Pay all applicable fees and taxes on time.

You shall not:

• Use the Services for any unlawful purpose, including tax evasion or fraud.
• Reverse engineer, decompile, or disassemble the Services.
• Copy, modify, or create derivative works based on the Services.
• Rent, lease, sublicense, sell, or transfer the Services.
• Introduce viruses or harmful code into the Services.
• Use the Services to compete with TaxStreem or develop similar products.

4. Fees and Payment Terms

Fees for the Services are as specified in your Order Form. All Fees are quoted in Nigerian Naira (NGN) unless otherwise specified and are exclusive of applicable taxes. You agree to pay Fees in advance via the payment method specified in your Order Form. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by Nigerian law, whichever is lower.

Fees are non-refundable, except in cases of termination for our material breach as provided in Section 11. We may adjust Fees upon renewal with 30 days' prior notice.

5. Intellectual Property Rights

TaxStreem retains all right, title, and interest in and to the Services, including all software, algorithms, AI models, Documentation, and related Intellectual Property Rights. No rights are granted to you except as expressly set forth herein.

You retain ownership of your Customer Data. By providing Customer Data, you grant TaxStreem a worldwide, royalty-free, non-exclusive license to access, use, store, and process Customer Data as necessary to provide the Services.

If you provide Feedback, you grant TaxStreem a perpetual, irrevocable, royalty-free, worldwide license to use and commercialize such Feedback without compensation or attribution.

6. Data Privacy and Security

Your privacy is important to us. Our collection, use, storage, and disclosure of personal data are governed by our Privacy Policy and comply with the NDPA. We implement reasonable technical, administrative, and physical safeguards to protect Customer Data from unauthorized access.

In the event of a data breach, we will notify you and relevant authorities as required by law. Upon termination, we may retain copies of tax filings as required by law and delete other Customer Data after 90 days.

7. Third-Party Integrations

The Services may integrate with Third-Party Services. You are responsible for complying with the terms of such Third-Party Services. TaxStreem does not endorse or control Third-Party Services and is not liable for any issues arising from their use.

8. Warranties and Disclaimers

TaxStreem warrants that the Services will substantially conform to the Documentation during the Subscription Term.

Except as expressly set forth above, the Services are provided "as is" and "as available" without any warranties of any kind. TaxStreem does not provide tax, legal, or accounting advice; the Services are not a substitute for professional advice. You are solely responsible for your tax compliance.

9. Limitations of Liability

To the maximum extent permitted by Nigerian law, TaxStreem shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or tax penalties.

TaxStreem's aggregate liability shall not exceed the fees paid by you in the twelve (12) months preceding the event giving rise to the claim.

10. Indemnification

You agree to defend, indemnify, and hold harmless TaxStreem, its Affiliates, officers, directors, employees, and agents from and against any claims, liabilities, losses, damages, costs, and expenses arising from: (i) your breach of these Terms; (ii) your use or misuse of the Services; (iii) Customer Data; (iv) your tax obligations or filings; or (v) your integration with Third-Party Services.

11. Term and Termination

This Agreement commences on the date you first access the Services and continues until all Subscription Terms expire or are terminated. Subscription Terms auto-renew unless either party provides written notice of non-renewal at least 30 days prior to expiration.

Either party may terminate this Agreement for material breach upon 30 days' written notice if the breach is not cured, or immediately if the other party becomes insolvent or ceases operations. Upon termination, all licenses cease and outstanding Fees become due.

12. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the Federal Republic of Nigeria. Any dispute shall first be resolved through good faith negotiations, and if unresolved within 30 days, submitted to binding arbitration under the rules of the Lagos Court of Arbitration, conducted in Lagos, Nigeria.

13. Miscellaneous

• Entire Agreement: These Terms, together with any Order Forms, constitute the entire agreement between the parties.
• Assignment: You may not assign these Terms without our prior written consent.
• Force Majeure: Neither party shall be liable for delays caused by a Force Majeure Event.
• Severability: If any provision is held invalid, the remaining provisions remain in effect.
• Notices: Notices shall be in writing and delivered via email or registered mail.
• Contact: For questions, contact us at sales@taxstreem.com