Customer Referral Agreement

Updated February 10, 2022

Introduction. This Customer Referral Agreement ("Agreement") is made by and agreed to between Tax Hive LLC ("Tax Hive"), located at 360 S 670 W Ste 250, Lindon, UT 84042, and you ("You"). Tax Hive sells professional products and services fulfilled by licensed professionals. Tax Hive’s products and services include but are not limited to tax advisory, planning, and preparation services. To expand its business and reach potential customers, Tax Hive offers its existing customers a Customer Referral Program. A "Customer Referral Program" ("Program") is where a current Tax Hive customer referring a party personally known to the customer to Tax Hive’s website(s) ("Referrer") may earn financial compensation ("Payouts") for "Transactions" (actions by Visitors and potential customers) referred by such Referrer via an action made by a "Visitor" (any person or entity that is not the Referrer or the Referrer’s agent) through an internet connection ("Link") to a website operated by Tax Hive from an authorized Referrer. Tax Hive compensates the Referrer in accordance with this Agreement and the Program Payout specifications.

1. Participation in Programs.

   1. Acceptance by Tax Hive. During this Agreement, You may apply to the Program for opportunities by promoting Tax Hive in accordance with Tax Hive’s Program terms and complying with this Agreement. Upon approval by Tax Hive for acceptance into its Program, You may distribute and display (and remove) Links to Tax Hive’s website(s) in accordance with Tax Hive’s Program terms and this Agreement. Tax Hive’s acceptance of You extends only to the entity, or individual, that enters into this Agreement with Tax Hive.

   2. Program Terms. The details of Tax Hive’s Program and eligible Offers is outlined herein. Tax Hive defines Transactions qualifying for a Payout. Program Offers and applicable Payout specifications are outlined herein and are subject to change, including the discontinuance of the Program and Offer(s) without notice. Tax Hive may change any Payout rate upon no less than three (3) days written notice through Tax Hive’s Referral Platform with effect from the fourth (4th) day (or such later date as specified by Tax Hive).

      Offer	Payout
      Business Tax Consulting & Preparation (Single Payment)	$250/ea
      Business Tax Consulting & Preparation (Flexible Payments)	$100/ea

   3. Prohibited Uses of Links.

      1. Locations. You may not place Links to Tax Hive’s website(s) in third-party newsgroups, message boards, blogs, unsolicited email and other types of spam, unsolicited SMS/MMS and other types of spam, link farms, counters, chatrooms, or guestbooks.
      2. Non-Bona Fide Transactions. You must promote Tax Hive such that You do not mislead the Visitor, and such that the Links deliver bona fide Transactions by the Visitor to Tax Hive from the Link. You shall not cause any Transactions to be made that are not in good faith, including but not limited to using any device, program, robot, Iframes, or hidden frames. You may not be compensated for Transactions where You are the Visitor. Multiple Leads from the same individual, entity, or IP address may be considered non-bona fide Transactions. You shall not earn Payouts for non-bona fide Transactions. Tax Hive reviews Referrer conduct and any suspected fraudulent, abusive, or otherwise illegal content or activity by You through Your promotional methods (including bona fide transactions), is grounds for immediate termination of this Agreement or deactivation of Your Account.
      3. Infringement. None of Your promotional activities may infringe Tax Hive’s proprietary rights (including but not limited to trademark rights or copyrights) or a third party’s proprietary rights.
      4. Updating Links. If Links to Tax Hive are not dynamically updated through Tax Hive’s Referral Platform, upon notification You are obligated to update Tax Hive’s Links in order to earn Payouts.
      5. Emails. You hereby understand, acknowledge, and accept that Tax Hive may have the right granted by You to send emails and other communications to You, including solicitation and service solicitation emails. You may have the ability to change some of Your email settings and preferences.

2. Referrer Obligations to Tax Hive.

   1. Accurate, Up-to-Date Information. You agree to provide Tax Hive with accurate information about You and Your promotional methods, and to maintain up-to-date "Account" information (such as contact information, websites used, etc.).
   2. Use of Links. You represent and warrant that all promotional means used by You will not contain objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigoted, hate-oriented, illegal, or promotion of illegal goods, services, or activities), and that You will not mislead others. You agree to: (i) use ethical and legal business practices, (ii) comply with Tax Hive’s Program terms and this Agreement. Tax Hive must approve all of Your promotional activities and may deem Your promotional activities inappropriate and a material breach of this Agreement in Tax Hive’s sole discretion. Tax Hive reviews Referrer conduct and any suspected fraudulent, abusive, or otherwise illegal content or activity by You through Your promotional methods, is grounds for immediate termination of this Agreement or deactivation of Your Account.
   3. Promotional Methods. You represent and warrant that You will not engage in or facilitate spamming, indiscriminate advertising or unsolicited commercial email, or otherwise fail to comply with the CAN-SPAM Act of 2003 (Public Law 108-187 or any successor legislation), or any other laws or regulations that govern email marketing or communications.
   4. Applicable Codes and Code Maintenance. In order for Tax Hive’s Referral Platform to record the tracking of Visitor’s Transactions resulting from clicks on Links to Tax Hive promoted by You, You must include and maintain a "Tracking Code" within Tax Hive’s Links. Tax Hive Links and all advertisements ("Ad Content") must be in a compatible format.

3. Tax Hive’s Services.

   1. Tracking Transactions and Payouts. Tax Hive shall determine (where possible) through Tax Hive’s Referral Platform actual Payouts that should be credited to Your Account. Tax Hive may, in Tax Hive’s sole discretion, apply an estimated amount of Payouts, if: (i) You are referring Visitors to Tax Hive as verified clicks through Links to Tax Hive with Tax Hive Tracking Code, (ii) where there is an error in Tax Hive’s transmission of Tracking Code data to Tax Hive, and (iii) where Tax Hive is able to utilize a historical analysis of Your promotion of Tax Hive to determine an equitable amount of estimated Payouts.
   2. Chargebacks. Tax Hive may apply a debit to Your Account in an amount equal to a Payout previously credited to Your Account in circumstances of: (i) product returns; (ii) duplicate or other clear error; (iii) non-bona fide Transactions; (iv) non-receipt of payment from, or refund of payment to, the Visitor by Tax Hive; or (v) Referrer failure to comply with Tax Hive’s Program terms or other agreement with Tax Hive ("Chargeback"). Chargebacks may be applied to Your Account at any time, including previous payment cycles.
   3. Access to Tracking and Reporting Tools. Tax Hive shall provide You with access to tracking and reporting tools, and to support services through the Referral Platform. Tracking detail regarding Visitor Transactions may not be available on a real-time basis and there may be reporting delays regarding Transactions.
   4. Support. Support for your program is available by email or phone during operating hours, except holidays. You should address any inquiries or issues with Your Account Manager.
   5. Facilitating Payment of Payouts. Subject to other provisions in this Agreement, Tax Hive shall credit Your Account with a Payout for each qualifying Transaction in accordance with Tax Hive’s Payout rate and Program terms for the relevant Transaction. On or about the 1st day of each calendar month, Tax Hive will issue to You any positive balance in Your Account for Transactions reported for the previous month, provided Your Account balance exceeds the required "Minimum Account Balance" if applicable.
   6. Negative Accounts. You may have a negative balance if Your Account is debited amounts equivalent to previous Payouts for Chargebacks and You do not have an adequate Account balance to cover the Chargeback amounts. When You have a negative balance, You must immediately remit payment to Tax Hive in an amount sufficient to bring Your Account to a zero balance, or Your Account is subject to 1.5% interest per month, compounded monthly.
   7. Payout Method. By default, Tax Hive will issue Payouts to You via Amazon® gift cards or gift codes. If You prefer to receive a check instead, You must indicate such in Your Account or notify Tax Hive at least fourteen (14) calendar days before the 1st day of the next calendar month. You must have an Amazon® account to use Amazon® gift cards or gift codes. Tax Hive is not affiliated with nor endorsed by Amazon®.
   8. Taxes. You are solely responsible for all federal, state, local, or other applicable taxes associated with Payouts You receive from Tax Hive. If required by law, Tax Hive may require You to provide to Tax Hive a completed W9 for record-keeping and potential issuance of a 1099 IRS tax form.

4. Proprietary Rights.

   1. Linking to Tax Hive. Upon Tax Hive’s acceptance of Referrer’s application, Tax Hive shall grant to You the right to display and Link to Tax Hive’s website(s) in accordance with Tax Hive’s Program terms for the limited purposes of promoting Tax Hive’s Program, subject to the terms and conditions of this Agreement. Your use of the Link signifies Your agreement to refrain from copying or modifying any text, words, icons, buttons, banners, graphics files, or content contained in the Link, including but not limited to refraining from removing or altering any copyright or trademark notices. Tax Hive owns all information regarding the Visitors that You refer to Tax Hive through the Referral Platform.
   2. Your Use of Tax Hive’s Proprietary Rights. You agree that Your use of any Tax Hive website(s) (such as www.taxhive.com) and Your use of any Tax Hive trademarks, service marks, tradenames, or URLs is subject to the license and terms of use available from such website(s) (“Terms of Use”). You explicitly agree not to adopt or use in any manner any trademarks, service marks, tradenames, or URLs that are the same or confusingly similar to, or are combined with, those of Tax Hive. In connection with this Agreement, You also explicitly agree not to use Kevin O’Leary’s name, image, or likeness in promoting Tax Hive’s Program without first receiving written approval from Kevin O’Leary or Tax Hive.
   3. Data Ownership. You understand that all personally identifiable information, if any, provided by Visitors through the Tracking Code or in response to an advertisement or request for information or any or all reports, results, or information created, compiled, analyzed, or derived by Tax Hive from such data is the sole and exclusive property of Tax Hive Companies (defined below) and is considered Tax Hive’s Confidential Information pursuant to this Agreement. Tax Hive and any divisions, subsidiaries, and affiliates of Tax Hive LLC (the “Tax Hive Companies”), in its sole discretion, shall have the right to use, market, and re-market any Visitors or data without further obligation to You. You shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data or Visitors, or any portion thereof, to any third-party.

5. Confidentiality.

   1. Obligations. You or Tax Hive may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary or confidential (“Confidential Information”). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, You must destroy or return to Tax Hive any Confidential Information provided by Tax Hive to You under this Agreement.
   2. Provision of Info to Third Parties. Tax Hive may provide any and all Account detail (including but not limited to Your name, address, phone number, and email address) and all Visitor, Transaction, or Tracking Code data to any third party in Tax Hive’s sole discretion, including but not limited to all regulatory, legislative and judicial bodies, and pursuant to allegations and claims of proprietary rights infringement.

6. Term and Termination Notices.

   1. Term. This Agreement shall commence upon Your indication that You have accepted this Agreement by providing the required information and “click-through” the acceptance button on the Tax Hive website(s) and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon seven (7) days’ notice. Tax Hive may terminate You from Tax Hive’s Program for breach of this Agreement or diluting, tarnishing, or blurring Tax Hive’s trademarks, trade names, or service marks, or for Your material breach of Tax Hive’s Program terms or of this Agreement. Tax Hive may deactivate Your Account withhold Payouts during an investigation of breach of this Agreement. If this Agreement is terminated based upon Your breach, You shall not be eligible to enter into a new click-through Customer Referral Agreement with Tax Hive, and any attempt to do so shall be null and void.
   2. Termination or Deactivation by Tax Hive. Tax Hive may terminate You or Your use of a promotional method from Tax Hive’s Program at any time at Tax Hive’s sole discretion. Breach of any section of this Agreement is cause for immediate termination from Tax Hive’s Program or termination of this Agreement, and may result in Chargeback of one or more Payouts. Tax Hive may temporarily deactivate or terminate Your Account if: (i) You are responsible for the improper functioning of Ad Content, or if You otherwise interfere with or fail to maintain the Tracking Code; (ii) Your Account has not been logged into or there have been no Transactions credited to Your Account for any ninety (90) day period; (iii) You maintain a negative balance in Your Account; (iv) Tax Hive determines you are diluting, tarnishing, or blurring Tax Hive’s proprietary rights; (v) You begin proceedings to challenge Tax Hive’s proprietary rights; or (vi) a third party disputes Your right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on Your Website(s), or through any of Your promotional means. Upon termination of the Agreement, or in case of deactivation of Your Account, You shall no longer accrue Payouts in Your Account, including but not limited to subsequent sales or Leads for click-throughs that occurred prior to termination.
   3. Termination of Programs and Offers. Tax Hive may, at its sole discretion, discontinue Programs and Offers at any time and without prior notice to You.
   4. Notices. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to: (i) for Tax Hive, via registered mail, return receipt requested or via an internally recognized express mail carrier to Tax Hive LLC, Attn: Legal Affairs, 360 South Technology Ct., Ste. 250, Lindon, UT 84042, USA (effective upon actual receipt); and, (ii) for You, at the email or physical address listed on Your Account (effective upon sending as long as Tax Hive does not receive an error message regarding delivery of the email) or five (5) calendar days after mailing).
   5. Post-termination. Upon termination of this Agreement, any outstanding payments shall be paid by Tax Hive to You within ninety (90) days of the termination date, and any outstanding debit balance shall be paid by You to Tax Hive within thirty (30) days of termination of this Agreement. All payments are subject to recovery for Chargebacks. Upon termination of this Agreement, any permissions granted under this Agreement will terminate, and You must immediately remove and discontinue distribution or use of all Links to Tax Hive. Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party’s rights under this Agreement that accrued prior to termination.

7. Representations, Warranties, Disclaimers, and Limitations.

   1. Business Operations. Tax Hive will make reasonable commercial efforts to keep its website(s) operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime, and You agree not to hold Tax Hive liable for any of the consequences of such interruptions.
   2. Authority. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party’s behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST EIGHTEEN (18) YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.
   3. Non-infringement Warranties. You represent and warrant that: (i) You personally know, whether by family, friends, colleagues, or acquaintances, the individual(s) receiving Your referral Link; (ii) You have all appropriate authority in any promotional method you may choose to use; (iii) Your promotional methods do not and will not infringe a third party’s or Tax Hive’s proprietary rights; and (iv) You shall remain solely responsible for any and all of Your promotional methods. Tax Hive may or may not review all content used by You in Your promotional methods.
   4. Compliance with Laws. You are responsible for compliance with the requirements of all relevant legislation (including subordinate legislation and rules of statutorily recognized regulatory authorities) in force or applicable in the United States or in any other applicable territory, and warrant that no promotion method used by You or the content You distribute will render Tax Hive liable to any proceedings whatsoever.
   5. Limitation of Liabilities. ANY OBLIGATION OR LIABILITY OF TAX HIVE UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID TO YOU BY TAX HIVE UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM. NO ACTION, SUIT, OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT TAX HIVE SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER REFERRER), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
   6. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TAX HIVE DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT TAX HIVE’S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF THE REFERRER’S INFORMATION. ALL ‘INFORMATION’ AND ‘COMPUTER PROGRAMS’ PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TAX HIVE IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS, OR OMISSIONS OF REFERRER’S CONTENT OR PROMOTIONAL EFFORTS.
   7. Remedies. No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

8. Referrer’s Indemnification Obligations. Referrer shall defend, indemnify, and hold Tax Hive harmless against all claims, suits, demands, liabilities, losses, penalties, interest, settlements and judgements, costs and expenses (including attorneys’ fees) incurred, claimed or sustained by third parties, including but not limited to Tax Hive, directly or indirectly as a result of (a) Referrer’s breach of or non-compliance with this Agreement, (b) Referrer’s violation of any law, or an alleged violation of law by Tax Hive, that is a direct or indirect result of Referrer’s use of the Referral Platform, (c) Referrer’s use of the Referrer Platform, (d) Referrer’s participation in any Program, (e) any content, goods, or services offered, sold, or otherwise made available by Referrer to any person, (f) Referrer’s acts or omissions in using, displaying, or distributing any internet links obtained from the Tax Hive, Referral Platform, or elsewhere, including but not limited to Referrer’s use of internet links via email distribution or SMS/MMS distribution, (g) any claim that Tax Hive is obligated to pay tax obligations in connection with payment made to Referrer pursuant to this Agreement or any Tax Hive Program or Offer, (h) any violation or alleged violation by Referrer of any rights of another, including breach of a person’s or entity’s intellectual property rights (each (a)-(h) individually is referred to hereinafter as a “Claim”). Should any Claim give rise to a duty of indemnification under Section 8, Tax Hive shall promptly notify Referrer, and Tax Hive shall be entitled, at its own expense, and upon reasonable notice to Referrer, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Referrer’s obligations to indemnify or hold Tax Hive harmless. Referrer shall not settle any Claim without Tax Hive’s prior written consent. Referrer also shall indemnify for any reasonable attorneys’ fees or other costs incurred by an indemnified party in investing or enforcing this Section 8. In the context of this Section 8 only, the term “Tax Hive” shall include officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors.

9. Miscellaneous.

   1. Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.
   2. Third-Party Disputes. In the event of a third-party claim against either: (a) Tax Hive’s intellectual property; or (b) against Tax Hive’s right to offer any service or good on Tax Hive’s website(s) or if, in Tax Hive’s opinion, such a claim is likely, Tax Hive shall have the right, at its sole option and in its sole discretion, to (i) secure the right at Tax Hive’s expense to continue using the intellectual property or good or service; or (ii) at Tax Hive’s expense replace or modify the same to make it non-infringing or without misappropriation.
   3. Relationship of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint ventures or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor.

   4. Disputes. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. Additionally, under Consumer Arbitration Rule 9(b), either party may elect to take a claim to small claims court, even after filing an arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Utah law to all other matters. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.

      Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND TAX HIVE ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

      To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to Tax Hive, 360 S 670 W Ste 250, Lindon, UT 84042. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration, and arbitrator fees and costs will be governed by the AAA’s rules. Tax Hive will not seek its attorneys’ fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreeable location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 9 shall survive expiration, termination, or rescission of this Agreement.

   5. Choice of Law/Attorneys’ Fees. This Agreement is governed by the laws of the State of Utah without respect to choice of law rules, and the parties’ consent to exclusive jurisdiction and venue in the state and federal courts in Utah for such purpose. The parties consent to such venue and jurisdiction and waive any right to a trial by jury. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys’ fees and costs. Tax Hive controls and operates its website(s) from its offices in the USA, and access or use where illegal is prohibited.
   6. Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, floods, earthquakes, explosions, epidemics, pandemics, and other acts of God.
   7. Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining provision of this Agreement shall remain in full force and effect. The parties shall, in good faith, attempt to modify any invalidated provision to carry out the state intentions of this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
   8. Assignment and Acknowledgment. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, Your consent shall not be required for assignment or transfer made by Tax Hive (i) due to operation of law, or (ii) to an entity that acquires substantially all of Tax Hive’s stock, assets, or business, or (iii) to a related entity (e.g., parent or subsidiary of parent). Your use of the Tax Hive Referral Platform is irrefutable acknowledgment by You that You have read, understood, and agreed to each and every term and provision of this Agreement. Tax Hive may establish from time-to-time rules and regulations regarding the use of the Referral Platform as published on the Referral Platform and incorporate herein.

   9. Marketing. Publisher agrees that Tax Hive may identify it as a Tax Hive Referrer in client lists and may use Referrer’s name or logo solely for such purpose in its marketing materials. Any other uses of Referrer’s name or logo not otherwise described or contemplated herein shall require Referrer’s prior written consent.

      By entering into this Agreement, You acknowledge and accept that You may receive marketing messages from Tax Hive, including newsletters, regarding Tax Hive services and products. You may always opt-out of receiving future commercial emails and newsletters from Tax Hive by clicking on the “unsubscribe” link within any emails received. If you have an active account with Tax Hive, You may also correct or update Your information and communication preferences by logging into your Tax Hive Account Profile. Please note that Your request not to receive unsolicited commercial emails from Tax Hive will not apply to messages that You request or that are not commercial in nature unless such request is specifically made in such email communications. For example, Tax Hive may contact You concerning any services purchased, requested, or received from Tax Hive, even if You opt-out of receiving unsolicited commercial messages.

   10. Tax Status and Obligations. Tax Hive is not obligated to and shall not provide You with tax or legal advice. Tax Hive undertakes no duty to investigate or research Your tax status or obligations, and such research and investigation is solely Your responsibility. You are obligated to independently assess and comply with all relevant tax and legal requirements, and Tax Hive is responsible for its own sales tax collection and reporting obligations arising from sales made to Visitors. If Tax Hive provides You with information regarding a particular Publisher, the information shall not be deemed tax or legal advice, and Tax Hive shall not be responsible for the accuracy of such information.

   11. Entire Agreement, Assignment, and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties, and there have been no promises, representations, agreements, warranties, or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended, or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a “click-through” acknowledgment of assent. No interlineations to this Agreement shall be binding unless initialed by both parties. Notwithstanding the foregoing, Tax Hive shall have the right to change, modify, or amend (“Change”) this Agreement, in whole or in part, by posting a revised Agreement at least fourteen (14) days prior to the effective date of such Change. Your continued use of the Tax Hive Referral Platform after the effective date of such Change shall be deemed Your acceptance of the revised Agreement.

       IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST EIGHTEEN (18) YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.