SCMB LLC D/B/A E-FILE MAGIC TERMS OF SERVICE
Last Modified: 2019-12-20
Thank you for selecting the Services offered by SCMB LLC doing business as E-File Magic (referred to as “E-File Magic,” “we,” “our,” or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and E-File Magic. By clicking “I Agree,” indicating acceptance electronically, or by, installing, accessing or using the Services, you agree to this Agreement. If you do not agree to this Agreement, then you may not use the Services.
Services. Subject to the terms and conditions as set forth in this Agreement, you hereby engage us to provide you the Services. For purposes of this Agreement, the “Services” means those services purchased by you from us through our website, which may include importing, conversion to PDF, TIN matching, and/or converting your data to an acceptable format to electronically transmit to the IRS.
Your Responsibilities; Due Dates; Exclusions from the Services. You must provide us with all information and data that you may be required to report to or file with the IRS or that may otherwise be required for the performance of the Services (“Your Data”). You are solely responsible for Your Data. By submitting Your Data to us, you represent and warrant that all of Your Data is accurate and complete in all respects. You further represent that you are not using the Services for any illegal or fraudulent purpose,that you will comply with all applicable laws in connection with your use of the Services, and that you have all rights, authority, and consent necessary to provide us with Your Data. You are responsible for informing us if further contractual terms are required to comply with applicable law, in which case the parties will negotiate such further terms in good faith. In order for us to properly and timely provide the Services, you agree to provide Your Data properly formatted and in accordance with our deadlines posted on our website(“Due Date”). You are responsible for retaining copies of all of Your Data. Neither the Services nor our website should be used or solely relied upon for storage of Your Data. While we may retain a copy of your information for compliance or other reasons, the Services do not include storage of Your Data. While we may make minor formatting changes to Your Data, we do not audit or make any other verification of Your Data. We are not responsible for the accuracy of Your Data or any errors or omissions in any filings if Your Data is incomplete or inaccurate. We are not obligated to audit or make any other verification of Your Data, although we may ask you for clarification of some of Your Data.
No professional advice.We do not provide legal, tax, or other professional advice. You should seek such advice from a competent professional.
Fees. You must pay all fees associated with the Services in full in advance. We will not commence or provide any Services until we receive full payment. Please note that if corrections to Your Data are required for us to provide the Services, you may incur additional costs in connection with such corrections.
No Refunds. All fees paid for the Services are strictly non-refundable.
Termination. At its sole discretion, E-file Magic may modify, suspend or terminate the Services or terminate this Agreement, for any reason, with or without notice to you and without liability to you or any third party.
Indemnification. You will indemnify and hold harmless E-File Magic and its contractors, subcontractors, software providers and any and all employees and agents thereof from any and all losses, costs, liability, damages and expenses arising out of or related to the Services, provided that this indemnification obligation and agreement to hold harmless will not apply to the extent that such loss, cost, liability, damage or expense directly arises out of our gross negligence, willful misconduct or breach of this Agreement.
Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PURCHASED UNDER THIS SERVICES AGREEMENT ARE FURNISHED AS IS, WHERE IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
Remedies. Subject to the Limitation of Liability section, E-File Magic will, upon your request, reimburse you for late fees, fines and penalties assessed by the IRS solely to the extent that such late, fees, fines or penalties are a direct result of E-File Magic’s (i) gross negligence or willful misconduct, or (ii) gross negligence in providing agreed upon performance of the Services (e.g., in regard to filings with the IRS or mailing to the recipients – including failure on the part of E-File Magic to timely or properly file with the IRS when you furnished E-File Magic with all proper information by the applicable Due Date). E-File Magic will be given reasonable opportunity to resolve issues with the IRS and request abatement of penalties in any such circumstance.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF E-FILE MAGIC, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT OR THE SERVICES IS LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES GIVING RISE TO THE CLAIM(S). SUBJECT TO APPLICABLE LAW, E-FILE MAGIC, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT. THE ABOVE LIMITATIONS APPLY EVEN IF E-FILE MAGIC AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF EFILE MAGIC AND ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES.
Confidentiality. We will receive Your Data and other confidential and personal information from or on behalf of you in connection with providing the Services to you (collectively, “Confidential Information”). We will use such Confidential Information solely in connection with providing the Services or as permitted under this Agreement or as required by law. Depending on the Services we provide you, we may share the Confidential Information with third-party service providers, some of whom may be cloud-based. You hereby consent to our disclosure of the Confidential Information to those third-party providers. We remain committed to maintaining the confidentiality and security of the Confidential Information. Accordingly, we maintain internal policies, procedures and safeguards to protect the confidentiality of the Confidential Information. Although we will use our commercially reasonable efforts to make the sharing of the Confidential Information to such third parties secure from unauthorized access, no completely secure system for electronic data transfer has yet been devised. As such, by purchasing the Services, you understand that we make no warranty, expressed or implied, on the security of electronic data transfers.
Governing Law. This Agreement and any disputes relating to this Agreement will be governed in all respects by the laws of Oregon without regard to its conflict of law provisions. Any dispute relating to this Agreement shall be resolved solely in the state or federal courts located in Portland, Oregon.
Miscellaneous. The failure of E-File Magic to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.