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Terms and Conditions

Petapilot RAC Anonymizer End User License Agreement

Welcome to Petapilot RAC Anonymizer Tool, a product owned and operated by Petapilot S.A., a wholly-owned subsidiary of Sovos Compliance, LLC (“Petapilot”). This End User License Agreement (the “Agreement”) establishes the general terms and conditions that govern your, or, if you represent an entity or other organization, that entity or organization (in either case, “You”, “Your”, or “Customer”) access to and use of the Petapilot RAC Anonymizer Tool, including any content and functionality (“RACA Tool”) and services offered on or through the RACA Tool (the “Service”).

Please read the Agreement carefully before commencing use of the TASR Tool. By clicking to accept or agree to the Agreement when this option is made available to you, or accessing or using the RACA Tool, you accept that you have read and agree to be bound and abide by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and your affiliates to these terms and conditions. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and you may not use the RACA TOOL.

Petapilot reserves the right, in its sole discretion, to change, modify, add, or remove portions of this Agreement at any time. The current Agreement will be made available to you through the RACA Tool, or upon request, and it is your responsibility to review the Agreement periodically for changes. Your continued use of the RACA Tool and the Service following the posting of changes will mean that you accept and agree to the terms. If you object to posted changes, please contact Petapilot in writing before continuing use of the RACA Tool and the Service.

In consideration of the mutual promises set forth below, the parties hereby agree as follows:

  1. Definitions

    Affiliate means an entity controlling, controlled by or under common control with a party to the Agreement where control means the ownership or control, directly or indirectly, of more than 50% of all the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority. Form means tax or informational forms that are transmitted electronically or on paper to the appropriate regulatory agency, including any and all changes that are additions (new filings) and any and all changes that are corrections to a prior filing.

    License Metrics means the limitation on the usage of the RACA Tool and Service as designated and/or defined in the applicable Order Document by a term such as the number of Forms or Users. Order Document means the document(s) executed by the parties which incorporates by reference this Agreement and identifies the order-specific information, such as License Metrics and fees. Personal Data means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Customer Data.

    Tax Reporting Information means any transactional data collected and/or submitted by You, gathered in the course of Your daily business operations, which is customarily understood to be consumed for tax reporting purposes to the appropriate taxing authority (i.e. Value Added Tax, Income Tax, etc.), which may include Personal Data. Users mean your employees, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Petapilot at your request). Your Information means all company, associate, employee, contractor, and payroll information submitted by or with respect to you.

  2. RACA Tool
    1. The Service includes de-identification of any submitted SAF-T file. The Service shall include operation of hardware, software, and support.
    2. Subject to the provisions contained in this Agreement, including without limitation the restrictions set forth herein and timely payment of the applicable fees, Petapilot hereby grants you for the term, specified in an applicable Order Document, a non-transferable, non-exclusive license, without the right to grant sublicenses to access and use the RACA Tool and the Service solely for your internal business purposes. Access is limited to the version of the RACA Tool in Petapilot’s production environment. Additional terms and conditions may be set forth in the Order Document. You are only entitled to use the Service and the RACA Tool for the specific number of Users than you indicate in your Order Document.

    3. As part of your use of the RACA Tool or the provision of Services thereunder, Petapilot does not retain any of Your Information or identifiable Tax Reporting Information in the ordinary course. All of Your Information or Tax Reporting Information provided by you is stored by you in or on your physical or electronic devices, and is not typically stored beyond your use of the RACA Tool on Petapilot’s servers. Once you have completed use of the RACA Tool and/or Service, any of Your Information or identifiable Tax Reporting Information uploaded by you into the RACA Tool is permanently deleted from the RACA Tool or Petapilot’s servers.
    4. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Information and/or Tax Reporting Information; (ii) establish User connectivity using the Internet, including opening applicable ports; and (iii) have responsibility for periodic data delivery, output validation, and task authorization. Petapilot’s ability to complete tasks is dependent upon your timely task completion and Petapilot shall bear no responsibility for delays caused by you.
    5. You shall not: (i) copy, resell, host, rent or sublicense the RACA Tool or any performance or capacity statistics or the results of any benchmark test performed on the RACA Tool or the Service; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the RACA Tool , in whole or in part, or otherwise write or develop any derivative works based upon the RACA Tool , except as otherwise permitted in this Agreement; or (iii) use the RACA Tool or the Service to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis or otherwise allow access to, provide, divulge or make available the RACA Tool or the Service to any user other than your employees and individual contractors who have a need to such access and who shall be bound by nondisclosure obligations that are at least as restrictive as the terms of this Agreement.
    6. You agree that your purchases hereunder are neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written comments made by Petapilot regarding future functionality or features. Petapilot may from time-to-time update, change or revise the RACA Tool. All such updates, changes or revisions will be effective when made available to you on the RACA Tool and will be deemed part of the RACA Tool, for all purposes under this Agreement.
    7. During the term of the Agreement and for a period of one year following its termination, Petapilot shall have the right to verify your full compliance with the terms and requirements of the Agreement. If such verification process reveals any noncompliance, you shall reimburse Petapilot for the reasonable costs and expenses of such verification process incurred by Petapilot (including but not limited to reasonable attorneys’ fees), and you shall promptly cure any such noncompliance; provided, however, that the obligations under this Section do not constitute a waiver of Petapilot’s termination rights and do not affect Petapilot’s right to payment for any fees and interest fees related to usage in excess of the agreed upon number of Users.
    8. You represent and warrant that before providing non-public personal or financial information to Petapilot or its agents, you will comply with any laws applicable to the disclosure of personal information, including providing notices to or obtaining permission from third parties to allow sharing of their personal information with Petapilot under the Agreement.
  3. Account suspension
    1. In addition to its other rights or remedies provided hereunder, Petapilot will be entitled to suspend your access to the RACA Tool and the Service if (i) your account has been cancelled by RACA tool manager, (ii) you are in breach of this Agreement, and (iii) so long as, in Petapilot’s sole judgment, there is a risk created by you that may interfere with the proper continued provision of the RACA Tool or the Service or the operation of Petapilot’s network or systems. The suspension shall continue until such time as the amounts are paid in full or you cure the applicable breach. Petapilot may impose an additional charge to reinstate access to the RACA Tool and the Service following a suspension set forth in item (iii) above.
  4. Restrictions

    Customer acknowledges that the RACA Tool, Services, and the databases, software, hardware and other technology used by or on behalf of Petapilot to provide the RACA Tool and Services (the “Technology”) and their structure, organization, and underlying data, information and source code constitute valuable trade secrets of Petapilot. Customer will not, and will not permit any third party to: (1) access or use the RACA Tool or Services, in whole or in part, except as expressly provided in this Agreement; (2) violate any policy of Petapilot posted or provided through or in connection with the RACA Tool and Services; (3) use the RACA Tool or Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the RACA Tool or Services; (4) use automated scripts to collect information from or otherwise interact with the RACA Tool or Services; (5) alter, modify, reproduce, reverse engineer, create derivative works of the RACA Tool, Services, or Technology; (6) distribute, sell, resell, loan, lease, license, sublicense or transfer any of Customer’s rights to access or use the RACA Tool and Services, including, without limitation, by providing outsourced, hosted, or other services to third parties using the RACA Tool and Services or otherwise making the RACA Tool and Services, or access thereto, available to any third party; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the RACA Tool, Services, or Technology; or (8) interfere in any manner with the operation or hosting of the RACA Tool, Services, or Technology, or attempt to gain unauthorized access to the RACA Tool, Services, or Technology. Customer will not allow any access to or use of the RACA Tool and Services by anyone other than Customer’s authorized Users, and any such use will be consistent with the terms, conditions and restrictions set forth in this Agreement.

  5. Term and Termination
    1. The initial term of this Agreement is specified in the Order Document (“Initial Term”). The term for the Order Document shall automatically renew for the same length as the Initial Term, unless otherwise identified in the Order Document. Notwithstanding the foregoing, either party may terminate the Agreement as of the end of the Initial Term or then current renewal term by providing written notice to the other party at least forty-five (45) days prior to the end of the Initial Term or any renewal term.
    2. Either party may terminate the Agreement immediately upon written notice at any time if the other party (i) commits a non-remediable material breach of the Agreement, or if the other party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non-breaching party within thirty (30) days of being notified of such breach; or (ii) ceases business operations; or (iii) becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, receivership, trust, deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within 90 days after the commencement of one of the foregoing events). Upon termination, you lose the right to utilize the RACA Tool and the Service. Termination shall not relieve you of the obligation to pay any fees accrued or payable to Petapilot prior to the effective date of termination. Fees are for use of the RACA Tool and the Service for a particular tax year and are not severable.
    3. Upon your request, made in writing within thirty (30) days of the effective date of termination, Petapilot will make Your Information available to you. After the 30-day period, Petapilot shall have no obligation to maintain or provide any of Your Information and shall thereafter, unless legally prohibited or as part of Petapilot’s routine backup, archival and data destruction procedures, delete all of Your Information in its systems or otherwise in its possession or under its control.
  6. Survival
    1. The rights and obligations of each party under the following Sections will survive the expiration or termination of this Agreement for any reason: 1, 3, 4, 5.2, 5.3, 7.2, 9, 10, 11, 12, 16, and 17.
  7. Intellectual Property, Proprietary Rights, and License
    1. You own and shall own all rights to Your Information. Petapilot shall have a perpetual, irrevocable, worldwide right to use any de-identified and aggregated data that arises from your use of the RACA Tool or the Service, provided such data (i) is not identifiable to any person or entity (including you) and (ii) does not contain any of your Confidential Information or intellectual property.
    2. Except for the rights granted to you in this Agreement, you will have no right, title, or interest in the RACA Tool. All rights, title, and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the RACA Tool and the related logos, product names, etc. are reserved and all rights not expressly granted are reserved by Petapilot. You may not obscure, alter, or remove any copyright, patent, trademark, service mark, or proprietary rights notices on any product. You will not use or permit access to the RACA Tool or the Service in an effort to develop or modify competitive services.
  8. Indemnification

    Subject to the remainder of this Section, Petapilot shall defend you in any suit or cause of action alleging that the RACA Tool as used in accordance with this Agreement infringes any copyright or patent of any third party and indemnify you for any damages awarded in any final, non-appealable resolution, whether by judgment or settlement (including attorneys’ reasonable fees and court costs to the extent that Petapilot fails to promptly assume such defense) of such suit or cause of action. The foregoing obligations of Petapilot are subject to the following requirements: you shall promptly notify Petapilot of any and all such suits and causes of action; and Petapilot controls any negotiations or defense of such suits and causes of action, and you assist as reasonably required by Petapilot. If the RACA Tool is held or believed to infringe on the copyright, or patent of a third party, Petapilot may, in its sole discretion, (a) modify the RACA Tool to be non-infringing, (b) obtain for you a license to continue using the RACA Tool, or (c) if neither (a) nor (b) are practical in Petapilot’s sole judgment, terminate the affected license and return to you the unused portion of any license fees paid for the RACA Tool. The foregoing obligations of Petapilot do not apply to the extent that the allegedly infringing RACA Tool or portions or components thereof or modifications thereto result from (i) any change in the RACA Tool made by you or any third party for you, except applying approved patches and/or updates, or (ii) your use of the RACA Tool except as permitted under this Agreement or in combination with any hardware, software or other materials not expressly authorized by Petapilot where absent such combination the RACA Tool would be non-infringing (“Exclusions”). This Section states Petapilot’s entire liability and your exclusive remedies for infringement of intellectual property rights of any kind.

  9. Warranties
    1. Mutual Warranties. Each party hereby represents, warrants and covenants to the other party that: (1) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; and (2) such party has full power and legal authority to enter into this Agreement and to carry out the provisions hereof without any additional consent or authorization.
    2. Customer Warranties. In addition, Customer represents, warrants, and covenants to Petapilot that: (a) Customer will comply with all applicable Laws, including all Laws applicable to Customer’s access to and use of the RACA Tool and Services and all reports, registrations, postings, or other filings or payments Customer is required to prepare or submit under applicable Law; (b) Customer’s use of the RACA Tool and Services will not cause Petapilot to violate any applicable Law; (c) all of Your Information is and will remain current, accurate and complete; (d) Customer has and will maintain all right, title, interest, and consents necessary to allow Petapilot to use, process, and share all Tax Reporting Information or Your Information for purposes of providing all Services under this Agreement; and (e) Customer will not make any statements concerning the RACA Tool and Services that Customer is not authorized by this Agreement.
  10. Disclaimers
    1. Petapilot does not, and shall not, be deemed to provide tax or legal advice in providing the RACA Tool and the Service. You bear full responsibility to determine the applicability of the output generated by the RACA Tool and the Service and to confirm its accuracy, if applicable. You will not rely solely on your use of the RACA Tool or the Service in complying with any laws and governmental regulations.
    2. THE RACA TOOL AND THE SERVICE ARE PROVIDED ON AN “AS-IS” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE OF THE RACA TOOL AND THE SERVICE. PETAPILOT MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE RACA TOOL OR THE SERVICE FOR ANY PURPOSE. PETAPILOT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY OTHER IMPLIED WARRANTY. PETAPILOT DOES NOT REPRESENT OR WARRANT THAT THE RACA TOOL OR THE SERVICE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY DOWNLOADABLE FILE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
  11. Limitation of Liability
    1. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, PETAPILOT AND ITS LICENSORS AND SUPPLIERS WILL NOT BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, INACCURATE DATA, OR LOSS OF DATA OR COST OF COVER) THAT YOU MAY INCUR OR EXPERIENCE IN CONNECTION WITH THE AGREEMENT OR THE SERVICE, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. Except for Petapilot’s indemnification obligations set forth in Section 6, Petapilot’s total liability for any and all damages with respect to the RACA Tool or the Service shall not exceed the fee for the initial billing period paid by You.
  12. Confidentiality

    This Section 9 shall supersede all previous Nondisclosure/Confidentiality Agreements that may exist between the parties with respect to the subject matter of this Agreement. “Confidential Information” means any non-public financial, business and other information, in whatever form or medium, that is furnished, including technical data, software, source code, object code, specifications, pricing know-how or business information specific to You or Petapilot which is marked as confidential or contain a similar legend or which, given the nature of the information and circumstances of disclosure, would reasonably be confidential. Confidential Information does not include information which (a) was in the public domain at the time it was disclosed or becomes in the public domain through no fault of the receiver; (b) can be shown by written documentation to have been known to the receiver, without restriction, at the time of disclosure; (c) was independently developed by the receiver without any use of the discloser’s Confidential Information; or (d) becomes known to the receiver, without restriction, from a source other than the discloser without breach of any confidentiality agreement and otherwise not in violation of the discloser’s rights. Notwithstanding anything to the contrary herein, the RACA Tool shall not be deemed to have been placed in the public domain by Petapilot for purposes of this Section. The parties agree that the pricing terms of any Order Document are Confidential Information of Petapilot. Each party will treat the Confidential Information of the other party in a confidential manner with the same degree of care as such party treats its own proprietary information of like importance, which will be no less than a reasonable degree of care. This Section will not prohibit disclosure of Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, the receiver will furnish prompt notice thereof to enable the discloser to seek a protective order or otherwise prevent such disclosure. The obligations of this Section will survive termination for any reason for a period of three years. The parties agree that each party shall be entitled to seek equitable relief to protect its interests under this Section, including preliminary and permanent injunctive relief, as well as money damages. Nothing stated herein shall be construed to limit any other remedies available to the parties for breach of this Section.

  13. Security
    1. Petapilot will maintain safeguards and take commercially reasonable technical, physical, and organizational precautions to ensure that Your Information is protected from unauthorized access.
    2. You will maintain commercially reasonable security procedures for the transmission of data to Petapilot. You will notify Petapilot immediately of any suspected security breach regarding transmissions to or from Petapilot. You will not: (a) breach or attempt to breach the security of the RACA Tool or the Service or any network, servers, data, computers or other hardware relating to or used in connection with the RACA Tool or the Service, or any third party that is hosting or interfacing with any part of the RACA Tool or the Service; or (b) use or distribute through the RACA Tool or the Service, any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the RACA Tool or the Service or the operations or assets of any other customer of Petapilot or any third party. You will comply with the user authentication requirements for use of the RACA Tool or the Service. Petapilot has no obligation to verify the identity of any person who gains access to the RACA Tool or the Service by means of an access ID. Petapilot may rely on the instructions and actions as being those authorized by You. You are solely responsible for monitoring your authorized users’ access to and use of the RACA Tool or the Service. Any material failure by any authorized user to comply with the Agreement shall be deemed to be a material breach by you, and Petapilot shall not be liable for any damages incurred by you or any third party resulting from such breach. You must immediately take all necessary steps, including providing notice to Petapilot, to affect the termination of an access ID for any authorized user if there is any compromise in the security of that access ID or if unauthorized use is suspected or has occurred.
  14. Notices

    All communications required to be sent or given under this Agreement will be in writing and will be duly given and effective immediately if delivered in person or five business days after mailed by certified mail return receipt requested or upon confirmation of signature recording delivery, if sent via a nationally recognized overnight courier service with signature notification requested, to either party at the address shown on the first page of this Agreement or to any other address a party may identify in writing from time to time. A copy of all communications to Petapilot of a legal nature must be sent to Sovos Compliance, LLC Attention: Legal Department at 200 Ballardvale Street, Building 1, 4th Floor, Wilmington, MA 01887.

  15. Force Majeure

    If Petapilot is unable to perform any of its obligations under this Agreement because of any event beyond its reasonable control and foreseeability, including, without limitation, any natural disaster, labor disputes, actions or decrees of governmental entities, riots, war, or terrorism, (a “Force Majeure Event”), the obligations of Petapilot under this Agreement prevented by such Force Majeure Event will be suspended for the duration of the Force Majeure Event, provided that Petapilot exercises reasonable efforts to resume performance of such obligations as soon as possible despite such Force Majeure Event. The RACA Tool and Services are intended to assist Customer in managing aspects of its business and as such are dependent upon Customer’s performance of its obligations under this Agreement and as stated through the RACA Tool. Customer is solely responsible for any failure or delay in the performance of the Services or other obligation of Petapilot under this Agreement due to Customer’s failure or delay in performance, including any applicable late Fees under this Agreement, any applicable penalties, fines, interest or other assessments imposed on Customer, Petapilot or any third party, or any other liabilities or damages.

  16. Data Privacy

    Use of the RACA Tool is subject to the terms and conditions of this Agreement and Petapilot’s then-current privacy policy, located here: (the “Privacy Policy”). Petapilot agrees to treat all personally identifiable Tax Reporting Information consistent with the Privacy Policy. You represent and warrant to Petapilot that you have all necessary right, title, interest and consent necessary to allow Petapilot to use the Tax Reporting Information and Your Information for the purposes for which you provide such Tax Reporting Information and Your Information to Petapilot. Notwithstanding anything in the Privacy Policy (or the provisions of this Agreement), you are required to accept the terms and conditions of the Data Privacy Addendum prior to utilizing the RACA Tool. You will be prompted to accept such terms, and the parties agree that any such Data Privacy Addendum may be signed electronically via check box, an “I accept” button, or other means clearly indicating acceptance of terms.

  17. General

    This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes and overrides all prior agreements on the same subject matter and shall govern all disclosures and exchanges of Confidential Information made by the parties previously hereto. This Agreement is governed by the laws of Portugal without giving effect to any applicable conflict of law provisions. Any dispute shall be litigated in the courts located in Portugal to whose exclusive jurisdiction the parties hereby consent. Petapilot may assign the Agreement to an affiliate, a successor in connection with a merger, acquisition or consolidation, or to the purchaser in connection with the sale of all or substantially all of its assets. You may not assign the Agreement, nor any of the rights or obligations under the Agreement, without the prior written consent of Petapilot. Any party hereto will be excused from performance under this Agreement for any period of time that the party is prevented from performing its obligations hereunder as a result of an act of God, war, utility or communication failures, or other cause beyond the party’s reasonable control. Both parties will use reasonable efforts to mitigate the effect of a force majeure event. Petapilot may designate any agent or subcontractor to perform such tasks and functions to complete any Service covered under this Agreement. However, nothing in the preceding sentence shall relieve Petapilot from responsibility for performance of its duties under the terms of this Agreement. The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of the Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. No purchase order or other ordering or business processing document that purports to modify or supplement the text of this Agreement shall add to or vary the terms of this Agreement; any such ordering document shall be considered a purely administrative document on your behalf and shall not modify this Agreement. All such proposed variations or additions (whether submitted by either party) are objected to and deemed material unless agreed to in writing. Your employees, contractors, and clients are not intended to be third party beneficiaries of this Agreement. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of you and Petapilot shall be construed and enforced accordingly. The failure by a party at any time to enforce any right or remedy available to it under this Agreement with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. The parties agree that this Agreement may be signed electronically via check box, an “I accept” button, or other means clearly indicating acceptance of terms.