MassTax Non-Disclosure Agreement
This Non-Disclosure Agreement (the “NDA”) is between Mass-Tax.com (“MassTax”) and the business subscribing to the Service (“you”, “your”) pursuant to the Order Form referencing the MassTax Subscription Agreement (the “PSA”) to which this NDA is attached (collectively, the “Agreement”). Capitalized terms not defined herein shall carry the meanings ascribed to them in the PSA. For the avoidance of doubt, this NDA is a part of the Agreement. This NDA is effective as of the Effective Date.
Pursuant to the Agreement, you intend to use or evaluate the MassTax service, a solution for bookkeeping and financial organization, as made available by MassTax (the “Service”). In the course of using or evaluating the Service, it is anticipated that you will disclose or deliver to MassTax and to MassTax’s employees, contractors, and/or agents (collectively, “Representatives”), or otherwise enable MassTax and its Representatives to collect or receive, confidential data regarding your financial transactions and business operations (collectively, the “Confidential Information”). You and MassTax (the “parties”) have entered into this NDA in order to memorialize MassTax’s obligations and rights with respect to the confidentiality and use of such Confidential Information.
MassTax will not disclose Confidential Information to any third party except as described in the Agreement or as may be authorized by you. MassTax may disclose Confidential Information to its Representatives who reasonably need to know it in connection with the Agreement and provided that such Representatives are bound by confidentiality agreements. MassTax may work with its affiliates or third parties to assist it in exercising its rights and performing its obligations under the Agreement, and may disclose your Confidential Information to such affiliates and third parties for such purposes provided that the affiliate or third party is bound by confidentiality obligations. The Service may also provide you with features allowing for the transfer of Confidential Information to certain third party products and services, such as the Third Party Software, and you agree that MassTax may disclose Confidential Information as necessary to enable such features. In addition, MassTax may disclose the Confidential Information: (a) to law enforcement authorities if MassTax suspects that the Customer’s use of the Service relates to any illegal or criminal activity; (b) as may be required by law or legal process, provided that MassTax will (unless restricted by applicable law) provide you with prior notice of the disclosure requirement and reasonable assistance (at your expense) in contesting or limiting the requirement; and (c) in connection with enforcing MassTax’s rights under the Agreement or other written agreements with you.
MassTax shall not use Confidential Information except as described in the Agreement or as may be authorized by you. MassTax may store, process, and otherwise use the Confidential Information only: (i) to provide the Service, (ii) to further develop the Service or develop new products and services; and (iii) to process the Confidential Information to anonymize it and aggregate it with other data (the “Aggregate De-Identified Information”) such that the Aggregate De-Identified Information does not identify anyone and cannot be used to derive any of the Confidential Information.
MassTax shall adopt and maintain security procedures which are reasonably calculated to protect the confidentiality of Confidential Information.
V. Limitation on Obligations
The obligations of MassTax specified in this NDA shall not apply with respect to any information that:
a) is generally known to the public at the time of disclosure or becomes generally known for reasons other than MassTax or its Representatives violating this NDA;
b) is in MassTax’s possession at the time of disclosure other than as a result of MassTax’s breach of any legal obligation;
c) becomes known to MassTax through disclosure by sources other than you having the legal right to disclose such Confidential Information;
d) is disclosed or authorized to be disclosed by you to a third party without being subject to non-use and non-disclosure restrictions; or
e) is independently developed by MassTax without reference to or reliance upon the Confidential Information.
In addition, and notwithstanding anything to the contrary, Aggregate De-Identified Information is no longer Confidential Information and MassTax may use and share Aggregate De-Identified Information at MassTax’s discretion.
VI. Ownership of Confidential Information
MassTax agrees that, as between the parties, the Confidential Information is owned by you.
This NDA is effective as of the Effective Date and shall be coterminous with the Order Form and PSA. The rights and obligations of MassTax under this NDA shall survive expiration or termination of this NDA, provided that MassTax’s obligations shall cease to apply to any item of Confidential Information at such time as one of the exceptions under Section 5 applies to such item.
A. This NDA may not be modified, changed or discharged, in whole or in part, except by an agreement in writing signed by the parties. The Agreement, inclusive of this NDA, constitutes the entire agreement between the parties with respect to its subject matter.
B. This NDA will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns.
C. This NDA shall be construed and interpreted in accordance with the internal laws of the State of Washington, without giving effect to the principles of conflicts of law thereof.
D. MassTax acknowledges that its breach of this NDA may cause irreparable harm to Customer, and that in such event Customer shall have the right to seek injunctive relief.
E. For the convenience of the parties, this NDA may be executed by facsimile and in counterparts, each of which shall be deemed to be an original, and both of which taken together, shall constitute one agreement binding on both parties.