End User License Agreement (“Agreement”)

Please read the terms and conditions of this End User License Agreement (“Agreement”) and definitions below carefully before using the WikiPro software, as they are binding upon you. WikiPro is owned and operated by Wikipro, INC., a California corporation operating under the laws of the state of California, USA. Wikipro, INC. reserves all rights not expressly granted herein.

Acceptance

YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. BY SELECTING THE “ACCEPT” OPTION AND DOWNLOADING THE SOFTWARE PRODUCT OR BY INSTALLING, USING, OR COPYING THE SOFTWARE PRODUCT. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU WILL BE ALLOWED TO DOWNLOAD THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST SELECT “DECLINE” AND YOU MUST NOT INSTALL, USE, OR COPY THE SOFTWARE PRODUCT.

Definitions

WIKIPRO, INC”, “We”, “Our”, “Us” means WIKIPRO, INC, including its agents, officers, directors, managers, employees, and affiliates.

“WikiPro”, the “Service”, the “App” means the WikiPro mobile application.

“Software Product” means the accompanying software to render services through WikiPro.

“Licensee”, “You”, “Your” means any individual or entity who licenses the Software Product from WIKIPRO, INC.

“User” means any person(s) or entity(s) who downloads, accesses, and/or otherwise uses the Service.

“TAX PREPARER” means a licensed, Certified Public Accountant that has licensed the WikiPro software to render services to You.

“Office” means a place of doing business in which a TAX PREPARER will primarily use this Service.

“Third Party” means any other individual, entity, or party other than You, WIKIPRO, INC. and a TAX PREPARER.

“Account” means an account created by a User on the Service through the registration process.

“Materials” means any raw text, documents, spreadsheets, photographs, images, signatures, or other information related to Your use of the Service.

“Work Product” means any Materials produced by a tax preparer and Transmitted through the Service.

“Transmit” means the act of entering, uploading, submitting, providing or otherwise sending Materials through WikiPro.

Amendments

We reserve the right to modify or amend this Agreement at any time, in our sole discretion.

Notification of any revisions to this Agreement will be provided to You via email to the email address specified upon registration of this Service. Any revisions to this Agreement shall take effect immediately following the sending of this notification.

Updates

You acknowledge and agree that this Software Product may be subject to software updates that may affect functionality and usability of this Software Product.

Licensees will be notified of any software updates via email to the email address specified upon registration, or via pop-up messages that appear directly on the Software Product’s display.

Eligibility

You may license this Service only if you are eighteen (18) years or older with the capacity to form a binding contract with WIKIPRO, INC, and are not otherwise barred from licensing the Service under applicable law.

You may license this Service only if you are a licensed, credentialed, or otherwise qualified tax return preparer or employer of such tax return preparers.

Suspension and Termination

We reserve the right to terminate and/or suspend Your license to use the Software Product at any time, for any reason or no reason, and without notice.

License Grant

You are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to use the Software Product. Your downloaded copy of the Software Product is licensed and not sold. The Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property.

WIKIPRO, INC own intellectual property rights in the Software Product. The Licensee’s license to download and use the Software Product is subject to these rights and to all the terms and conditions of this Agreement.

This Agreement entitles You to install and use the Software Product for all and only Associates affiliated with Your Office. The Software Product may not be copied, downloaded, or used by any other person or entity not affiliated with Your Office.

This Agreement entitles You to use the Software Product for a term of one year, this term beginning and made effective on the date of installation of the Software Product. At the end of this term, Licensee may renew and reenter an End User License Agreement with WIKIPRO, INC to continue use of the Software Product, at which time Licensee may be subject to make payment, whether a one-time payment or subscription-based payment, to WIKIPRO, INC.

For further information regarding licensing of the Software Product, please contact:

admin@wikiprousa.com

Assignment

Without first obtaining the express written consent of WIKIPRO, INC, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.

Authorized Use

All activities arising out of the use of the Software Product are subject to this Agreement. The Software Product is intended solely for use by Licensees who access the Service in the United States. We make no representation that the Service is available or otherwise suitable for use outside the United States. If you access or use the Service outside of the United States, you do so at your own risk and are responsible for all consequences arising out of such use.

By communicating with Users and Transmitting any Work Product via the Software Product, you represent that you are an individual or entity with the proper certifications required to provide such opinions and advice.

Restricted Use

By using the Software Product, You are hereby restricted from:

Using, copying, or installing the Software Product on any system with more than the number of computers permitted by license, or permit the use, copying, or installation by more users, or on more computers than the number permitted by license.

Decompiling or “reverse-engineering,” disassembling, or otherwise attempting to derive the source code for the Software Product.

Using the Software Product for any purpose other than to conduct lawful activities on behalf of Your business.

You may not use the database portion of the Software Product in connection with any software other than the Software Product.

Restrictions on Alteration

You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product. You may not reproduce the database portion or create any files or libraries in any portion of the Software Product. You may not reproduce the database portion or create any tables or reports relating to the database portion

Restrictions on Copying

You may not copy any part of the Software Product except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed on storage medium. You may make one archival copy which must be stored on a medium other than a computer hard drive.

Disclaimer of Warranties and Limitation of Liability

UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY WIKIPRO, INC, WIKIPRO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT.

WIKIPRO, INC. makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. WIKIPRO, INC. makes no warranty that operation of the Software Product will be secure; error-free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. WIKIPRO, INC WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.

UNDER NO CIRCUMSTANCES SHALL WIKIPRO, INC BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOS REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF WIKIPRO, INC OR ANY OTHER PARTY, EVEN IF WIKIPRO, INC IS ADVISED BEFOREHHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS WIKIPRO, INC’S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.

Limitation of Remedies and Damages

Your remedy for a breach of this Agreement or of any warranty included in this Agreement is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of WIKIPRO, INC. WIKIPRO, INC reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. If WIKIPRO, INC is unable to provide a replacement or substitute Software Product or corrections to the Software Product, your sole alternate remedy shall be a refund of the purchase price for the Software Product exclusive of any costs for shipping and handling.

Any claim must be made within the applicable warranty period. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by WIKIPRO, INC to have been caused by you. All limited warranties on the Software Product are granted only to Your business and are non-transferable. You agree to indemnify and hold WIKIPRO, INC harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions.

Governing Law, Jurisdiction and Costs

This agreement is governed by the laws of California, without regard to California’s conflict or choice of law provisions.

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Severability

If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.