Last updated: December 21, 2022
BY ACCEPTING THESE TERMS, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, (B) REPRESENT THAT YOU ARE AUTHORIZED TO AGREE TO THESE TERMS ON BEHALF OF THE COMPANY, AND (C) AGREE THAT THE COMPANY WILL BE BOUND BY THESE TERMS. If you do not agree to this Agreement or meet all of these requirements, you may not use the Services. Notwithstanding anything else in these Terms, GGP may, in its absolute discretion, refuse you or any other person access to theServices or the Applications at any time and for any reason, including but not limited to, if you do not satisfy the client acceptance requirements.
We may revise and update these Terms from time to time in our sole discretion. are effective immediately when we post them and apply to all access to and use of the Applications and Services thereafter.
Your continued use of the Applications and Services following the posting of revisedTerms means that you accept and agree to the changes. You are expected to checkthis page from time to time so you are aware of any changes, as they arebinding on you.
TheAgreement is available to download once you have accepted it. An electronic copy of the Agreement is available upon request to firstname.lastname@example.org.
The parties to these Terms (you and GGP) agree to arbitrate any claim, dispute, or controversy, including all statutory claims and any state or federal claims, that may arise out of or relating to the Services or the subject matter of these Terms in accordance with the sections entitled “Dispute ResolutionProcedures” at the end of these Terms. By agreeing to arbitration, the parties understand and agree that they are waiving their rights to use other available resolution processes, such as a court action or administrative proceeding, to settle their disputes. The parties agree that these Terms require the use of arbitration on an individual basis to resolve covered disputes, rather than jury trials or class actions.
The Applications constitute a technology platform that enables users of theApplications to obtain services from GGP.
We reserve the right to withdraw or amend the Applications, and any service or material we provide on the Applications, in our sole discretion without notice.We will not be liable if for any reason all or any part of the Applications is unavailable at any time or for any period.
You are responsible for ensuring that all persons who access the Applications using your user ID and/or device are aware of these Terms and comply with them. You represent that all persons who access the Applications have the authority to file taxes and other forms and information with the Internal Revenue Service, and are otherwise authorized to act, on behalf of the Company.
User Accounts. In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). Account registration requires you to submit to GGP certain information about the person using the system, such as first name, last name, email address, mobile phone number, and certain information about your company, such as legal business name, business address, employer identification number, and type of business. You agree to maintain accurate, complete, and up-to-date information in your Account, that you are not impersonating any person or entity, and that you are not violating any applicable state, federal, or other law regarding use of personal information.GGP and GGP Service Providers (defined below) may, from time to time, use any of the information you submit to verify the completeness, accuracy, or truthfulness of the information you have provided in the Services.
Persons authorized by the Company are the only persons authorized to use your user ID and are responsible for maintaining the confidentiality of your user ID. You shall not permit or allow other unauthorized persons to have access to or use your user ID. You are responsible for the use of the Services under your userID. You agree to notify us immediately of any unauthorized access to or use of your user ID or any other breach of security.
GGP requires a valid, current email address to communicate with you and to identify you in the Applications. You authorize GGP to communicate with you using the email address that you provide.
We have the right to disable any user ID or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for
any or no reason, including if, in our opinion, you have violated any provision of these Terms.
Subject to the terms of this Agreement, GGP will assist you with the Employee RetentionCredit for Employers Subject to Closure Due to COVID-19 (the “ERC”). TheERC was established by the Coronavirus Aid, Relief, and Economic Security Act(the “CARES Act”) and amended by the Consolidated Appropriations Act,2021 (the “CAA”) and the American Rescue Plan Act of 2021 (the “ARPA”).It provides a credit against applicable employment taxes for wages paid to employees by employers at locations that were fully or partially suspended as a result of a COVID-19 related government order, or that suffered a significant decline in gross receipts when compared to the same quarter in the prior year.
You will provide wages and information necessary to claim and substantiate the ERC in 2020 and/or 2021.
Based on the information you provide, GGP will compute the potential ERC. GGP will rely on Company determination of the following:
• Dates your business operations were eligible for the ERC, based on either (1) a significant decline in gross receipts, or (2) a full or partial suspension of operations due to government order(s);
• Applicable payroll information with respect to qualified wages (by employee); and
• Applicable qualified health plan expenses (for a defined period) that may be allocated to qualified wages.
GGP will provide to you a tax credit report, along with guidance on claiming the credit. At your election, we may also prepare forms in connection with the filing of your claim. Additional services may be available from GGP, subject to our mutual written agreement. Additional fees may be charged for additional services.
To the best of your knowledge, all information provided by you (“Your Information”) will be accurate, complete, and up to date in all material respects. GGP will rely on Your Information and, unless GGP expressly agrees otherwise, will have no responsibility to evaluate or verify Your Information.
NO INFORMATION THAT YOU OBTAIN FROM GGP SHOULD BE CONSTRUED AS TAX, LEGAL,INVESTMENT, OR INSURANCE ADVICE.
You agree that the CARES Act, CAA, ARPA, and the ERC are new and further acknowledge that the federal government may issue future legislation, regulations, procedures, or guidance that may impact our scope of services and agreed upon fee arrangement. If GGP determines that our scope of services or fees are impacted by such changes, GGP will promptly contact Company to discuss any adjustments to the scope of work, GGP’s ability to perform additional related services, or GGP’s fees.
You shall assign a qualified person to oversee the Services. You are responsible for all management decisions relating to the Services, the use or implementation of the output of the Services, and for determining whether theServices are appropriate for your purposes.
You represent and warrant that neither Your Information nor your submission, uploading, publishing, or otherwise making available of Your Information nor GGP’s use of Your Information as permitted by these Terms will infringe, misappropriate, or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree not to use the Applications and Services in a manner that violates any applicable law, regulation, or this Agreement. You may not authorize third parties to use your Account, and you may not assign or otherwise transfer your Account to any other person or entity. You also represent that you are not an individual or an individual employed by or associated with an entity identified on the USDepartment of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or theDepartment of State’s Debarred Parties List, or otherwise ineligible to receive items subject to US Export control laws and regulations, or other economic sanctions of any sovereign nation. You may not access or use the Services from within any country that is subject to United States export restrictions(currently including, but not necessarily limited to, Iran, Syria, North Korea,Libya, and Sudan).
You are responsible for obtaining and maintaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. GGP does not guarantee that the Services, or any portion thereof, will function on any particular hardware or device. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
After creating an account, being accepted for the Services, and entering requisite information about your business, you will be presented with an estimate for the Services (based on GGP’s calculation of your potential ERC from the IRS) (the “Estimate”). For the Services, you agree to pay GGP an amount equal to 20% of the Estimate (the “Fees”). GGP will provide the Company with an invoice for the Fees when Services are rendered.
GGP does not guarantee that you will receive an ERC refund from the IRS equal to the value calculated by GGP. In the event that you receive more, only a portion, or none of the value calculated by GGP as an ERC refund, your Fees will be increased, decreased, modified, or limited by the amount (if any) of ERC.
If you pay the Fees in advance of the IRS determination of your ERC refund, and the refund is less than the value calculated by GGP, we will refund your fees in proportion to the difference. If the ERC refund is more than the value calculated by GGP, you agree to make an additional payment to GGP in proportion to the difference. Any additional payment is due upon your receipt of an invoice from GGP.
By submitting your information to GGP for processing and performance of the Services, you are agreeing to pay the Fees. Fees are calculated and billed in U.S. dollars. You must pay the Fees with a valid credit card or by ACH.
You will pay all invoiced amounts due to GGP within 14 calendar days from the date the Company receives its ERC refund from the IRS (the “Refund Date”). You agree to pay a monthly late payment charge on any amounts invoiced which remain unpaid after 14 calendar days from the Refund Date; such charge will be calculated at a rate of 1.5% per month on any unpaid amounts remaining in the first three months after the Refund Date, and a rate of 2.5% per month on any unpaid amounts remaining in the fourth month (and each month thereafter) following the Refund Date. You acknowledge and agree that the monthly late payment charge will continue to apply until you have paid the GGP invoice in full.
Payments made by you are final and non-refundable, except that you may receive a proportionate refund of Fees under circumstances described above. GGP does not store your credit card or ACH data.
TheApplications and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by theGGP, its licensors, or other providers of such material and are protected byUnited States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
TheseTerms permit you to use the Applications for your use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Applications, except as follows:
• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;
• You may store files that are automatically cached by your Web browser for display enhancement purposes;
• Youmay print (or download) one copy of a reasonable number of pages of theApplications for your own personal, non-commercial use and not for furtherreproduction, publication, or distribution; and
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
Youmust not modify copies of any materials from the Applications, or delete oralter any copyright, trademark, or other proprietary rights notices from copiesof materials from the Applications.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Applications in breach of these Terms, your right to use the Applications will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Applications or any content on the Applications is transferred to you, and all rights not expressly granted are reserved by GGP. Any use of the Applications not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
Digital Millennium Copyright Act. If any person or entity believes their copyright-protected work was posted on the Services without authorization, they may submit a copyright infringement notification. Such requests should only be submitted by the copyright owner or an agent authorized to act on the owner’s behalf. Such requests should be sent to: email@example.com.
GGP’s name, the terms, GGP’s logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates, licensors, or other providers. You must not use such marks without the prior written permission of GGP. All other names, logos, product and service names, designs, and slogans on the Applications are the trademarks of their respective owners.
No management responsibility.We will not assume any of your management responsibilities in connection with the Services. We will not be responsible for the use or implementation of the output of the Services, although we may otherwise provide advice and recommendations to assist you in your management functions and making decisions.
Subcontract and Processing. We will provide the Services to you as an independent contractor and not as your employee, agent, partner, or joint venture. Neither you nor we have any right, power, or authority to bind the other. We may subcontract portions of theServices to external third parties (“GGP Service Providers”). Nevertheless, we alone will be responsible to you for the Services, and our other obligations under this Agreement. GGP may provide Your Information to GGP Service Providers, as well as external third parties providing services on GGP’s or GGP Service Providers’ behalf, who may collect, use, transfer, store, or otherwise process (“Process”)it in various jurisdictions in which they operate in order to facilitate performance of the Services, to comply with regulatory requirements, to provide administrative support services, or for quality and risk management purposes.
User Content. You understand that GGP may send notices, e-mails, statements, announcements, and other account-related information to you using the information on your Account, and you hereby consent to it doing so. The Applications may allow you to post, upload, or submit content (the “User Content”). As between you and GGP, you own the User Content you post, but you hereby grant GGP and the GGP Service Providers, to the maximum extent permissible under applicable law, a worldwide, perpetual, non-exclusive, sub licensable, royalty-free, irrevocable, and transferable license to use, reproduce, distribute, modify, publish, and create derivative works of UserContent for any commercial or non-commercial purpose, including without limitation in order to provide, operate, maintain, develop, promote, or improve the Applications, Services, and GGP’s other offerings, to develop new ones, and as otherwise stated in these Terms. You may also voluntarily or at GGP’s request provide feedback, suggestions, ideas, or improvements to theApplications (collectively, “Feedback”). You grant GGP and the GGPService Providers, to the maximum extent permissible under applicable law, a worldwide, perpetual, non-exclusive, sub licensable, royalty-free, irrevocable, and transferable license to use, reproduce, distribute, modify, publish, and create derivative works of Feedback for any commercial or non-commercial purpose. You understand and agree that we will have no obligation to pay or credit you for anyFeedback. The licenses in this Section 10 will survive the termination or expiration of the Terms or your use of the Applications for any reason. You are solely responsible forUser Content you provide (including its accuracy, completeness, and legality). GGP does not endorse User Content, has no obligation to monitor any User Content, and assumes no responsibility whatsoever for these materials. You represent and warrant that none of your User Content or Feedback infringes, misappropriates, or otherwise violates the personal or legal rights of any third party. In all cases, GGP reserves the right to remove or disable access to any User Content without liability to you for any or no reason, including without limitation to account for changes to the Applications or to prevent breaches of these Terms, harm to other users, or liability to third parties.
LIMITATIONS. YOU AND ANY OTHERS FOR WHOM SERVICES ARE PROVIDED MAY NOT RECOVER FROM US, IN CONTRACT OR TORT, UNDER STATUTE OR OTHERWISE, ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES IN CONNECTION WITH CLAIMS ARISING OUT OF THIS AGREEMENT OR OTHER WISE RELATING TO THE SERVICES, INCLUDING ANY AMOUNT FOR LOSS OF PROFIT, DATA OR GOODWILL, WHETHER OR NOT THE LIKELIHOOD OF SUCH LOSS OR DAMAGE WAS CONTEMPLATED. YOU AND ANY OTHERS FOR WHOM SERVICES ARE PROVIDED MAY NOT RECOVER FROM US, IN CONTRACT OR TORT, UNDER STATUTE OR OTHERWISE, AGGREGATE DAMAGES IN EXCESS OF THE FEES ACTUALLY PAID FOR THE SERVICES THAT DIRECTLY CAUSED THE LOSSIN CONNECTION WITH CLAIMS ARISING OUT OF THIS AGREEMENT OR OTHERWISE RELATING TO THE SERVICES. THIS LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW OR PROFESSIONAL REGULATIONS.
YOUMAY NOT MAKE A CLAIM OR BRING PROCEEDINGS RELATING TO THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT AGAINST ANY GGP SERVICE PROVIDERS OR OUR OR ITS SUBCONTRACTORS, MARKETING PARTNERS, MEMBERS, SHAREHOLDERS, DIRECTORS, OFFICERS,PARTNERS, PRINCIPALS, OR EMPLOYEES (“GGP PERSONS”). YOU SHALL MAKE ANY CLAIM OR BRING PROCEEDINGS ONLY AGAINST US. THE PROVISIONS OF THIS PARAGRAPH ARE INTENDED TO BENEFIT THE GGP SERVICE PROVIDERS, ALL GGP PERSONS, AND GGP MARKETING PARTNERS, WHO SHALL BE ENTITLED TO ENFORCE THEM.
Neither you nor we shall be liable for breach of this Agreement caused by circumstances beyond your or our reasonable control.
Indemnity. You agree to indemnify and hold GGP and the GGP Service Providers and Suppliers harmless from any claims, liability, and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services (excluding any breach of these Terms by GGP) or your breach of these Terms (collectively referred to as “Claims”). GGPreserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by GGP in the defense of any Claims.
Assignment. You may not assign any of your rights,obligations, or claims arising out of or related to this Agreement or anyServices. Any purported assignment or delegation in violation of this Section 10 is null and void. No assignment or delegation relieves youof any of your obligations under these Terms.
Termination. This Agreement applies to the Serviceswhenever performed (including before the date of this Agreement) and shallterminate upon the completion of the Services. We may terminate or suspend youraccess to all or part of the Applications for any or no reason, includingwithout limitation, any violation of these Terms. The provisions of thisAgreement that give either of us rights or obligations beyond its terminationshall continue indefinitely following the termination of this Agreement. TheseTerms shall terminate upon your deletion of your Account. Either party mayterminate these Terms, upon written notice to the other. In addition, GGP mayterminate these Terms or any particular Service immediately upon written noticeto you if GGP reasonably determines that GGP can no longer provide the Servicesin accordance with applicable law or professional obligations.
Notwithstandingtermination, these Terms will continue to survive with respect to Servicesperformed prior to termination and with respect to GGP’s obligations to protectany of Your Information in its possession.
Weprovide the Applications for use only by persons who file taxes in the UnitedStates. If you access the Applications from outside the United States, you doso on your own initiative and are responsible for compliance with local laws.
Disclaimerof Warranties. YOUR USEOF THE SERVICES IS ENTIRELY AT YOUR OWN RISK AND THE SERVICES ARE PROVIDED “ASIS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GGP, THE GGP SERVICE PROVIDERS,AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS, OR SUPPLIERS(COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE,TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OFANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY, ORCONTENT IN OR LINKED TO THE SERVICES. GGP AND THE GGP SERVICE PROVIDERS ANDSUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES,INTERRUPTION, ERRORS, THEFT, OR DESTRUCTION. ANY IMPLIED WARRANTIES THAT ARENOT EXCLUDED ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OFTHE SERVICES, WHICHEVER IS SOONER.
YOUARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TOSATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OFDATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SITE FOR ANYRECONSTRUCTION OF ANY LOST DATA. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILLNOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICEATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOURCOMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUETO YOUR USE OF THE APPLICATIONS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THEAPPLICATIONS OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT.
GGP,THE GGP SERVICE PROVIDERS, AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS ORWARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITHANY LEGAL OBLIGATIONS, TAX FILING OBLIGATIONS, OR LAWS OR REGULATIONS.THEFOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITEDUNDER APPLICABLE LAW.
Open-Source Components. TheApplications contain certain open-source software. A listing of all open-source software components of the Applications along with the license terms and conditions for the Open-Source Components (“Open-Source License Terms”) is available and will be provided to you upon request. The Open-Source LicenseTerms apply to and govern your use of the Open-Source Components only. TheOpen-Source License Terms do not apply to or govern your use of any other part of the Applications. To receive a copy of this listing, please send an email request to firstname.lastname@example.org.
Governing Law. This Agreement, and any non-contractual matters or obligations arising out of this Agreement or the Services, including (without limitation) claims arising in tort, fraud, under statute, or otherwise relating to the Services, or questions relating to the scope or enforceability, shall be governed by, and construed in accordance with, the laws of Delaware applicable to agreements made, and fully to be performed, therein by residents thereof.
Entire Agreement and Severability .These Terms constitute the entire agreement between you and GGP and replace all prior understandings, communications, and agreements, oral or written, regarding their subject matter. Your use of the Application and the Services is governed solely by these Terms. If any provision of these Terms (in whole or part) is held to be illegal, invalid, or otherwise unenforceable, the other provisions shall remain in full force and effect.
YOUAND GGP ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT ORBEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTIONWITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURTMAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANYCLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE,WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMERPROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEENYOU AND US ARISING FROM OR RELATING IN ANY WAY TO THE SERVICES WILL BE RESOLVEDEXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
Thearbitration will be administered by the American Arbitration Association (“AAA”)in accordance with the Commercial Arbitration Rules and Mediation Procedures (the“AAA Rules”) then in effect, except as modified by this Section 11. The AAA Rules are available at adr.org or by calling theAAA at 1-800-778-7879. The Federal Arbitration Act will govern theinterpretation and enforcement of this Section 11.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscious ability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. Any face-to-face arbitration proceedings will take place in Phoenix, Arizona.
If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.
You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NORGGP WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS ACLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
Ifany provision of this arbitration agreement is found unenforceable, theunenforceable provision will be severed and the remaining arbitration termswill be enforced.