effective date: January 19, 2024
effective date: January 19, 2024
effective date: January 19, 2024
effective date: January 19, 2024
effective date: January 19, 2024
Address: 488 Madison Ave, Suite 1103, New York NY, 10022
These Terms are a binding contract between you and APRIL TAX SOLUTIONS INC.
. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.
Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Will these Terms ever change?
We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at getapril.com, send you an email, and/or notify you by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
What about my privacy?
Children’s Online Privacy Protection Act
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at email@example.com.
What are the basics of using April?
You may be required to sign up for an account, select a password and user name (“April User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your April User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third Party Account”), such as those offered by your banking provider or other authorized referral source (each a “Referral Partner”). By using the Services through a Referral Partner, you permit us to access certain information from such account to provide the Services to you.
You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf).
You will only use the Services for your own internal, personal, non-commercial use, or for the use of another individual for whom you have consent to use the Services for, and not on behalf of or for the benefit of any third party you are not authorized to use the Services for, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your April User ID, account or password with anyone, and you must protect the security of your April User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your April User ID and account.
What about messaging?
As part of the Services, you may receive communications through the Services, including messages that April sends you (for example, via email or SMS). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want April to send you information regarding your account or transactions with us, which may include April using automated dialing technology to text you at the wireless number you provided, you agree to receive communications from April, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from April. You agree to indemnify and hold April harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
Are there restrictions in how I can use the Services?
You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to the Services, or otherwise use or interact with the Services, in a manner that:
- infringes or violates the intellectual property rights or any other rights of anyone else (including April);
- violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by April;
- is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- jeopardizes the security of your or anyone else’s April User ID or account (such as allowing someone else to log in to the Services as you);
- attempts, in any manner, to obtain the password, account, or other security information from any other user;
- violates the security of any computer network, or cracks any passwords or security encryption codes;
- runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
- “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
- copies or stores any significant portion of the Content; or
- decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
What are my rights in the Services?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including April's) rights.
Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that April owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
Who is responsible for what I see and do on the Services?
Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
If you choose to provide April with the authorization and information necessary to obtain your data or information from a third party, you thereby represent that you have the necessary rights to grant April such access to your third-party account. If the Services allow you to import data or information from a Referral Partner or other third-party source, or to upload images or forms, you are responsible for verifying the accuracy and completeness of the imported data or information, as well as the data read from any uploaded images or forms.
The Services may contain links or connections to third-party websites or services that are not owned or controlled by April. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that April is not responsible for such risks.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that April shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site or Services, or between users and any third party, you agree that April is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release April, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Will April ever change the Services?
We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
Do the Services cost anything?
The Services may be free or we may charge a fee to you or your Referral Partner (which may in turn charge a fee to you) for using the Services. If you are using a free version of the Services, we or our Referral Partner will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.
- Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please note that any payment terms presented to you (by us or by a Referral Partner) in the process of using or signing up for a Paid Service are deemed part of these Terms.
- Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
- Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH BELOW.
- Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
- Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at "firstname.lastname@example.org".
What if I want to stop using the Services?
, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.
April is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. April has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
If you have deleted your account by mistake, contact us immediately at "email@example.com" – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
Can April share my information with third parties?
If we are considered a return preparer under federal tax law, we cannot disclose your tax return information to third parties, or use that information for purposes other than in the preparation of your tax returns, unless such disclosure or use is otherwise authorized by law or you consent to such disclosure or use. Likewise, if we are considered a return preparer, federal tax law precludes our disclosing your tax return information to service providers outside the United States without your consent.
Use or Disclosure of Tax Return Information for Other Purposes. In the course of providing Services to you, we may identify other products or services that may be of interest to you. So that April may use your Customer Data for these purposes, and disclose your Customer Data to Referral Partner who may offer banking, loan, advice, investment and insurance products or services that may be of interest to you, we may ask you to execute the consents to use and disclose information.
Data Processing Agreement.
The Data Processing Agreement
is incorporated into this Agreement by this reference. Each party will comply with the terms of the Data Processing Agreement.
What are my responsibilities as a user of the Service?
APRIL IS NOT RESPONSIBLE FOR ANY DELAY, PENALTY, LATE-FILING, OR OTHER CONSEQUENCE CAUSED BY YOUR FAILURE TO PROMPTLY REVIEW, APPROVE, OR AUTHORIZE THE FILING OF SUCH DOCUMENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY SUCH DELAY, PENALTY, LATE-FILING, OR OTHER CONSEQUENCE. TAX RETURNS PREPARED OR FILED VIA THE SERVICES ARE SELF-PREPARED RETURNS. APRIL DOES NOT PROVIDE TAX, LEGAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE.
You are solely responsible for verifying the status of the return via the April website third-party site, or the applicable application to confirm that it has been filed with, received, and accepted by the applicable taxing authority. You are further responsible for taking appropriate alternative actions, if necessary, for filing it manually in the event that the taxing authority rejects your electronically filed return. You are responsible for examining the tax return for any factual errors before the electronic or paper filing. April bears no responsibility for the results or consequences of inaccurate information provided by you or a third party you authorize to share your data.
By using the Service, you understand and agree that e-filing may not be available in some states or applicable to some returns in accordance with local law. Some states may require you to e-file your federal and state tax returns at the same time. In accordance with the Warranty and Limitation of Liability sections above, April makes no guarantees or warranties regarding the performance any third party or third-party system or service (including your internet service provider or services integrated with April’s Service). Further, April does not guarantee that once transmitted, the applicable revenue authority will receive, accept, or process your tax return.
THE IRS REQUIRES YOU TO NOTIFY IT OF THE INTERNET PROTOCOL ADDRESS OF THE MOBILE DEVICE OR WEBSITE FROM WHICH YOUR RETURN ORIGINATED, AND WHETHER THE EMAIL ADDRESS OF THE PERSON ELECTRONICALLY FILING THE RETURN HAS BEEN COLLECTED IN CONNECTION WITH THE ELECTRONIC FILING OF YOUR TAX RETURN. BY USING THE SERVICES TO PREPARE AND SUBMIT YOUR TAX RETURN, YOU CONSENT TO THE DISCLOSURE TO THE IRS AND ANY OTHER TAX OR REVENUE AUTHORITY OF ALL INFORMATION RELATING TO YOUR USE OF SUCH ELECTRONIC FILING SERVICES.
If you do not qualify for electronic filing or elect to paper file, you can create a copy of your completed return by printing your return and mailing it to the proper taxing authority. If you elect for a paper filing option, you must notify April of this in writing at firstname.lastname@example.org.
TO THE EXTENT APPLICABLE, IF APRIL OR ITS SERVICE PROVIDING AFFILIATES DO NOT RECEIVE ALL OF YOUR SIGNED AND APPROVED W-2 AND 1099 FORMS, ANY AUTHORIZATIONS, AND/OR ANY OTHER RELEVANT FORMS DECLARING INCOME AND ASSET SALES (COLLECTIVELY “TAX DOCUMENTS”), OR A WRITTEN NOTIFICATION FROM YOU EXPLAINING WHY YOU ARE WITHHOLDING SUCH TAX DOCUMENTS WITHIN 72 HOURS OF APRIL EMAILING YOU A NOTIFICATION REQUESTING YOU TO PROVIDE THE TAX DOCUMENTS, YOU WILL BE DEEMED TO HAVE CHOSEN TO SELF-FILE YOUR TAX RETURNS, AND TO BE SATISFIED WITH THE SERVICES RENDERED, IN WHICH CASE APRIL SHALL NOT HAVE ANY FURTHER OBLIGATIONS TO YOU. IF THE FOREGOING OCCURS, YOU WILL BE CHARGED FOR THE SERVICES PROVIDED IF NOT ALREADY CHARGED.
What else do I need to know?
. You may only use April if you are a tax filer in the United States who does not reside in the European Union.
Scope of Services
. April does not currently support the Services in all jurisdictions and does not support all tax situations, including but not limited to users in certain states. Please see the additional legal information for our tax filing services (the Filer)
to determine if your tax situation is currently covered. April, in its sole discretion, reserves the right to refuse tax preparation services, tax filing services, and any/all other aspects of the Services to any users whose tax situations fall beyond the scope of the Services April provides. April may also decline to refile amended returns if the reason for the amendment was not caused by us.
Maximum Refund Guarantee.
If you find an error in the tax filing preparation that entitles you to a larger refund (or smaller liability), April will refund any fees you paid April to use its service to prepare that return and you may use its service to amend your return at no additional charge. To qualify, the larger refund or smaller tax liability must not be due to differences or inaccuracies in data supplied by you, your choice not to claim a deduction or credit, positions taken on your return that are contrary to law, or changes in federal or state tax laws.
If April’s tax filing preparation software makes a mathematical error that results in your payment of a penalty and/or interest to the IRS that you would otherwise not have been required to pay, April will reimburse you up to a maximum of $10,000.
If you receive an audit letter from the IRS or a state tax authority in connection with an accepted tax return filed through April, April will provide you with informational assistance, such as responses to frequently asked questions or links to resources on the IRS’s or other tax authority’s website. April will not represent you before the relevant tax authority or provide legal advice.
Estimator and Optimizer: Separate from offering software for the filing of tax returns, the Services may offer tools to help you estimate your potential federal refund or consider whether to adjust your federal withholding or make other tax planning adjustments. It is in your sole discretion whether to follow any suggestions or guidance. The Services do not constitute tax, legal, financial, or other professional advice. You are solely responsible for remitting any amounts owed by you to the IRS or other governmental authority in a timely manner according to IRS rules and regulations. The reliability of any estimate depends upon the accuracy and completeness of the information and data you submit, for which you are solely responsible.You should update the data or information you provide to reflect any changes to your situation or circumstances that may affect your tax withholding rates when you become aware of those changes. Depending on where you live and work, state or local taxes may apply and may differ, and the Services do not provide estimates for those or all possible taxing jurisdictions.
Estimation-based tools and Services (including, but not limited to, the estimator and optimizer) rely on the data and information you provide at a given point in time, and thus the estimates may change based on changes to your circumstances during the year, changes to law (which sometimes have retroactive effect), etc. Accordingly, for any estimation-based tools or Services, April cannot provide any assurance or guarantee that your actual federal withholding will be sufficient to cover all of the taxes that you owe or that you will be entitled to a federal refund of any specific amount once your tax returns are prepared and filed after the close of the year. You are solely responsible for adjusting your tax withholding or making other tax planning adjustments.
If your situation is complicated, or if you would like more specific tax planning advice as to your particular situation, please consult a qualified tax advisor. April is not liable to you, any tax authority, or any third party for any losses, penalties, or damages, relating to your adherence to your tax obligations. Please see the additional legal information regarding April’s Estimator and Optimizer.
Warranty Disclaimer. April and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (April and all such parties together, the “April Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the April Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The April Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY APRIL (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE APRIL PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR TAX PENALTIES, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO APRIL IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. You agree to indemnify and hold the April Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without April's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.
Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with April and limits the manner in which you can seek relief from April. Both you and April acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, April's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. April will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. April will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(c) Small Claims Court; Infringement. Either you or April may assert claims, if they qualify, in small claims court in New York, New York or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(d) Waiver of Jury Trial. YOU AND APRIL WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and April are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and April over whether to vacate or enforce an arbitration award, YOU AND APRIL WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor April is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 488 Madison Ave, Suite 1103, New York NY, 10022 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or April to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and April agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York, New York, or the Southern District of New York.
(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with April.
(i) Tax Filing. April will provide you with Tax Documents for your review and approval via the Services. Thereafter, you will be required to provide necessary electronic signature(s) to April, in order to indicate that you reviewed and accepted the documents provided to you, as well as to approve and/or exercise authorizations that April or relevant laws may require, in order to electronically file your tax documents with the appropriate federal and/or state taxing authority.
(j) Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that April may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and April agree that these Terms are the complete and exclusive statement of the mutual understanding between you and April, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of April, and you do not have any authority of any kind to bind April in any respect whatsoever.