1import{_ as i}from"./5f3YPKzA.js";import{n as s,Y as r,T as o,g as l,R as c,x as d,e as h}from"./8ZFiuFAx.js";const u=`<div class="sla-agreement"> 2 <p class="sla-agreement__eyebrow">Drake Software</p> 3 <h1>Software License and Non-Disclosure Agreement</h1> 4 <p class="sla-agreement__subtitle">Tax Year 2026</p> 5 <p class="sla-agreement__updated"><em>Last updated September 8, 2026</em></p> 6 <p> 7 This 2026 DRAKE SOFTWARE LICENSE AND NON-DISCLOSURE AGREEMENT (“Agreement”) is between Drake Software, 8 LLC (“Drake”) and Licensee (as defined below). 9 </p> 10 <p> 11 PLEASE READ THIS CAREFULLY. This Agreement is effective immediately upon opening, installing or using the Software, 12 whichever occurs first, and shall remain in force until terminated. Should this Agreement be terminated for any 13 reason, including Drake’s termination for Licensee’s failure to comply with these terms and conditions, 14 Licensee shall destroy or return to Drake the original and any copies of the Software, including partial copies, in 15 any and all forms, with a written statement that such destruction or return of the Software has been accomplished or 16 in the case of Web Based Application, shall immediately cease all use of the Software. 17 </p> 18 <ol class="sla-agreement__clauses"> 19 <li> 20 <span class="sla-agreement__clause-title">Definitions.</span> 21 <ol class="sla-agreement__clauses"> 22 <li> 23 <span class="sla-agreement__clause-title">Approved Banking Partner</span> – A provider of Bank 24 Products which has been approved by Drake to offer Bank Products to Licensees of the Software. 25 </li> 26 <li> 27 <span class="sla-agreement__clause-title">Authorized User</span> – Any person at a Site whom Licensee 28 has authorized to use the Software and has assumed responsibility for compliance with this Agreement. 29 </li> 30 <li> 31 <span class="sla-agreement__clause-title">Automated Means</span> – Scripts, bots, robotic process 32 automation, artificial intelligence agents, scraping tools, or other automated technologies that interact with 33 the Software. 34 </li> 35 <li> 36 <span class="sla-agreement__clause-title">Bank Products</span> – Tax refund-related financial products 37 that facilitate payment of tax preparation or related fees from a taxpayer’s refund or provide funds 38 based on an expected refund. 39 </li> 40 <li> 41 <span class="sla-agreement__clause-title">Contact</span> – The designated individual representative of 42 Licensee, authorized to act on behalf of Licensee in all matters relating to this Agreement. Such designation 43 is made in writing to Drake either as part of the execution of this Agreement or by other methods that are 44 prescribed and approved by Drake. 45 </li> 46 <li> 47 <span class="sla-agreement__clause-title">Desktop Application</span> – The Software installed on a 48 personal computer or local area network, for example, Drake Tax, 1040 and Drake Tax Pro. 49 </li> 50 <li> 51 <span class="sla-agreement__clause-title">Documentation</span> – Drake’s user manual relating to 52 the Software provided by Drake to Licensee electronically in the Software and available on the Drake website, 53 and such other information on the use or operation of the Software as provided by Drake to the Licensee from 54 time to time. 55 </li> 56 <li> 57 <span class="sla-agreement__clause-title">EFIN</span> – Electronic Filing Identification Number 58 assigned by the Internal Revenue Service (“IRS”). 59 </li> 60 <li> 61 <span class="sla-agreement__clause-title">License Fee</span> – The license or subscription fee paid by 62 Licensee for the use of the Software. 63 </li> 64 <li> 65 <span class="sla-agreement__clause-title">Licensee</span> – The individual or entity that has or is 66 responsible for remittance of payment of the License Fee to Drake and is responsible for compliance with this 67 Agreement. The individual executing this Agreement on behalf of the Licensee and all Authorized Users must be 68 at least 18 years of age or older (or have reached the age of majority in the jurisdiction where they reside). 69 </li> 70 <li> 71 <span class="sla-agreement__clause-title">Online Account</span> – The account of Licensee accessed via 72 the web and hosted by Drake. 73 </li> 74 <li> 75 <span class="sla-agreement__clause-title">Practice</span> – a professional tax preparation practice 76 owned and/or operated by a Tax Preparer. 77 </li> 78 <li> 79 <span class="sla-agreement__clause-title">Site</span> – A fixed physical business location of Licensee 80 from which Authorized Users perform professional tax preparation services and originate the electronic 81 submission of Tax Returns using the Software. A Site must correspond to a legitimate business location of 82 Licensee associated with Licensee’s EFIN. 83 </li> 84 <li> 85 <span class="sla-agreement__clause-title">Software</span> – The applications offered by Drake for the 86 commercial preparation of Tax Returns, scanning and storing documents, electronic filing of Tax Returns and 87 processing of Bank Products. The Software includes without limitation the softw
87are embodied by the Desktop 88 Application, Web Based Applications, and Trial Software. Software, as used in this Agreement, refers to tax 89 year 2026 Software only and does not apply to other versions of the software, which shall be governed by the 90 applicable tax year license. 91 </li> 92 <li> 93 <span class="sla-agreement__clause-title">Tax Preparer</span> – An individual authorized under 94 applicable law to prepare federal or state tax returns for compensation and who possesses a valid IRS Preparer 95 Tax Identification Number (“PTIN”) or other required regulatory credential. 96 </li> 97 <li> 98 <span class="sla-agreement__clause-title">Tax Returns</span> – The federal and state individual and 99 business tax return forms offered through the Software for calculating and reporting tax information to the 100 IRS, state(s) and other tax agencies. 101 </li> 102 <li> 103 <span class="sla-agreement__clause-title">Taxpayer Data</span> – Any information that is obtained by 104 Licensee or used by Licensee in the preparation of a Tax Return. 105 </li> 106 <li> 107 <span class="sla-agreement__clause-title">Trial Software</span> – A version of the Software, which is 108 not for commercial purposes, but for the sole purpose of evaluating the prospect of licensing the Software. 109 </li> 110 <li> 111 <span class="sla-agreement__clause-title">Updates</span> – Any updates, bug fixes, patches, or other 112 error corrections to the Software that Drake generally makes available free of charge to all licensees of the 113 Software. 114 </li> 115 <li> 116 <span class="sla-agreement__clause-title">Web Based Applications</span> – A version of the Software 117 including Drake Tax Online, accessed online via a web browser as further described in Section 11 below. 118 </li> 119 </ol> 120 </li> 121 <li> 122 <span class="sla-agreement__clause-title">Grant of License.</span> The Software is a proprietary product of 123 Drake. It is licensed, not sold, and is licensed only on the condition that Licensee agrees to the terms and 124 conditions of this Agreement. In consideration of and upon receipt of payment of the License Fee by Licensee, 125 Drake grants to Licensee a non-exclusive, non-transferable, limited license to use the Software and Documentation 126 subject to the terms and conditions of this Agreement. Drake reserves the right to limit use of the license to the 127 United States of America. This license grants Licensee no right to sub-license or in any way provide or make 128 available the Software to a third party including, without limitation, any third-party systems or software through 129 Automated Means. Unless expressly authorized by Drake in writing, reselling, charging separate fees for the 130 Software, or representing the authorization to sell or license the Software on behalf of Drake is strictly 131 prohibited. 132 </li> 133 <li> 134 <span class="sla-agreement__clause-title">Conditions.</span> 135 <ol class="sla-agreement__clauses"> 136 <li> 137 <span class="sla-agreement__clause-title">Installation Limitations</span>A separate licensed copy of the 138 Software must be purchased for each EFIN that is used to log in and transmit Tax Returns. Except as expressly 139 provided in Section 11, (i) Licensee shall limit the use of the Software to one Site per license and (ii) the 140 Software must be registered to a particular Site and may only be used by Authorized Users primarily working 141 out of such Site. Upon request, Licensee agrees to provide to Drake complete records of the location of any 142 Site, and the number of copies of the Software in use at that Site. This Agreement specifically prohibits 143 access of the Software remotely from non-licensed Sites, with all remote usage requiring an additional license 144 and Authorized User for each remote location outside the Site. Each Authorized User must primarily perform tax 145 preparation activities from a Licensed Site associated with Licensee. Licensee shall maintain accurate records 146 of the physical locations where Authorized Users access or utilize the Software. 147 </li> 148 <li> 149 <span class="sla-agreement__clause-title">Hosting</span> – Using a hosting service does not relieve 150 Licensee of any of its obligations under this Agreement, unless specifically agreed to in writing by Drake. 151 Installing, uploading or otherwise using the Software on a server with remote access, including the Internet, 152 will require a separate license for each Site accessing the Software. Drake reserves the right to audit and 153 approve any third-party hosting service for compliance with this Agreement. Authorized Users may access the
154 Software only from devices owned, managed, or controlled by Licensee. 155 </li> 156 <li> 157 <span class="sla-agreement__clause-title">Non-disclosure</span> – LICENSEE SHALL NOT PROVIDE OR 158 DISCLOSE OR OTHERWISE MAKE AVAILABLE THE SOFTWARE, OR ANY PORTION THEREOF IN ANY FORM TO ANY THIRD PARTY. 159 LICENSEE SHALL EXERCISE DUE CARE IN PROTECTING ALL OWNERSHIP RIGHTS AND TRADE SECRETS OF DRAKE. All pricing 160 and other financial aspects of this Agreement are CONFIDENTIAL and may not be shared with any third party 161 except with the express written consent of Drake. 162 </li> 163 <li> 164 <span class="sla-agreement__clause-title">Non-use of Drake Intellectual Property</span> – Without the 165 prior written consent of Drake, which Drake may withhold in its sole discretion, Licensee may not use for 166 marketing, advertising or any other purpose the names “Drake,” “Drake Software,” any 167 derivative thereof, any trademark or logo of Drake or any affiliate, or any other Intellectual Property or 168 property rights of Drake. 169 </li> 170 <li> 171 <span class="sla-agreement__clause-title">Restrictions on Use of Software</span> – 172 <ol class="sla-agreement__clauses"> 173 <li> 174 <span class="sla-agreement__clause-title">Professional Use Restriction.</span> The Software may be used 175 only by Licensee and its Authorized Users for the commercial preparation and electronic filing of Tax 176 Returns and processing of Bank Products as part of Licensee’s Practice. 177 </li> 178 <li> 179 <span class="sla-agreement__clause-title" 180 >Automated Access and Artificial Intelligence Restrictions.</span 181 > 182 Licensee shall not access, use, or interact with the Software through Automated Means without the prior 183 written authorization of Drake. Licensee shall also not use the Software, or any data or output generated 184 by the Software, to train, develop, improve, or operate artificial intelligence or machine learning 185 systems. 186 </li> 187 <li> 188 <span class="sla-agreement__clause-title">Automated Platforms and Backend Processing Prohibition.</span> 189 Licensee shall not use the Software to operate, power, support, or enable any automated tax preparation 190 system, consumer-facing tax filing platform, website or application, self-service or automated tax 191 preparation application, application programming interface (API), or other backend processing service that 192 allows third parties to prepare or file Tax Returns using the Software. 193 </li> 194 <li>UNLESS EXPRESSLY AUTHORIZED HEREIN, ALL OTHER USES ARE EXPRESSLY PROHIBITED.</li> 195 </ol> 196 </li> 197 <li> 198 <span class="sla-agreement__clause-title">Geographic Restrictions</span> – Drake does not market the 199 Software to individuals residing in the United Kingdom, Switzerland or European Economic Area 200 (“EEA”) and the Software is not intended for use inside the United Kingdom, Switzerland and EEA. 201 By using the Software, Licensee agrees not to collect data from individuals residing inside the United 202 Kingdom, Switzerland or EEA and understands and agrees that any data or information transferred to Drake will 203 be processed and stored in the United States and subject to United States law. 204 </li> 205 <li> 206 <span class="sla-agreement__clause-title">Updates</span> – Drake may notify Licensee of any Updates 207 released by Drake for the Software licensed hereunder. Any such Updates shall be subject to the terms of this 208 Agreement and any other Drake terms, conditions and charges. ONLY REGISTERED LICENSEES WILL BE OFFERED ANY 209 SUCH UPDATES. Drake reserves the right to require Licensee to download and install Updates to the Software. If 210 Licensee does not comply with this requirement, Drake may, in its sole discretion, take any action Drake deems 211 appropriate, including limiting or terminating Licensee’s use of the Software until Updates are 212 installed. 213 </li> 214 <li> 215 <span class="sla-agreement__clause-title">
215Auto Installation of Software.</span> Licensee authorizes Drake to 216 automatically download and install the initial release of the Software for a new tax year on Licensee’s 217 systems, provided that (a) Licensee has the prior-year version of the Software installed, and (b) valid login 218 credentials for Licensee’s account have been entered or stored on such system. Such installation may 219 occur when the Software becomes generally available. Licensee acknowledges and agrees that such automatic 220 installation is part of the Software delivery and Update process and is necessary to ensure timely access, 221 functionality, and compliance with applicable requirements. 222 </li> 223 <li> 224 <span class="sla-agreement__clause-title">Intellectual Property Ownership</span> – The Software and 225 various trademarks, service marks and trade names (“Intellectual Property”) are the sole and 226 exclusive property of Drake, and may be protected by copyright, trade secret and other intellectual property 227 laws. Any use of Drake’s Intellectual Property without Drake’s express written consent is 228 prohibited. 229 </li> 230 </ol> 231 </li> 232 <li> 233 <span class="sla-agreement__clause-title">Licensee Responsibilities.</span> 234 <ol class="sla-agreement__clauses"> 235 <li> 236 Licensee understands and agrees that all decisions regarding the tax treatment of items reflected on Tax 237 Returns prepared by Licensee using the Software are made solely by Licensee and that use of the Software does 238 not relieve Licensee of responsibility for the preparation, accuracy, content, and review of such Tax Returns. 239 </li> 240 <li> 241 Licensee acknowledges that Licensee does not rely upon Drake for advice regarding the appropriate tax 242 treatment of items reflected on Tax Returns prepared and/or processed using the Software. Licensee will review 243 any computations made by the Software and satisfy Licensee that those computations and reporting are correct. 244 </li> 245 <li> 246 Licensee is responsible for the keying of all information accurately into the Software, including but not 247 limited to direct deposit information as it pertains to taxpayers’ data for receiving refunds. 248 </li> 249 <li> 250 Licensee agrees to abide by and comply with all applicable regulations and laws (including, but not limited 251 to, IRS regulations and publications) which pertain to the commercial preparation and electronic filing of Tax 252 Returns, as well as their disclosure and use. It is a violation of this Agreement AND applicable law for 253 Licensee to falsely indicate to Drake that Licensee has obtained taxpayer’s Internal Revenue Code 254 Section 7216 compliant “Consent to Disclose” or “Consent to Use” Taxpayer Data. Such 255 violation will be grounds for immediate termination of this Agreement. 256 </li> 257 <li> 258 Licensee agrees not to use the Software or any of Drake’s services for any illegal, fraudulent or 259 otherwise improper purpose. This may include, but is not limited to, misrepresenting taxpayer information, 260 falsely representing identities, activities that may circumvent security measures, technical or regulatory 261 requirements or other IRS or State non-compliant activities. If it is determined, in Drake’s sole 262 discretion, Licensee is non-compliant with this Section 4(e), or Licensee has attempted to misrepresent, 263 mislead or otherwise provide false representation(s) as to its compliance with this or any other provision of 264 this Agreement, Licensee shall forfeit all rights to use the Software or services of Drake provided in this 265 Agreement, including but not limited to, any rights to refunds of any monies paid to Drake. 266 </li> 267 <li> 268 Licensee acknowledges and agrees that (i) it is Licensee’s responsibility to implement and maintain 269 appropriate security measures and promptly notify Drake of any compromise that may impact the Software, (ii) 270 if Drake reasonably determines that Licensee has been exposed to a data breach, ransomware attack, or other 271 security event that Drake (A) may immediately, and without notice, restrict, suspend, or terminate the license 272 and/or this Agreement, in whole or in part, and (B) prior to restoring a license and/or Agreement impacted by 273 (A) above, may require Licensee to provide a written attestation, reasonably acceptable to Drake, certifying 274 that the underlying cause has been resolved along with the remedial steps taken, and (C) shall not be liable 275 for any resulting costs, damages, or losses, of any kind, incurred by Licensee flowing from the data breach, 276 ransomware attack, or other security event and/or Drake’s response thereto. 277 </li> 278 <li>Licensee is solely responsible for the backup and retention of all data, including all Taxpayer Data.</li> 279 <li> 280 Licensee agrees to provide Drake a copy of Licensee’s completed E-File Application Summary, or other 281 documentation required by Drake regarding ownership of an EFIN used with the Software by Licensee, prior to 282 using the electronic filing services of Drake. Licensee (i) understands that in order to use the electronic 283 filing services of Drake or the IRS that a valid EFIN must be obtained and maintained as current from the IRS 284 and (ii) represents and warrants that it will maintain a valid EFIN while accessing and using the Software. 285 </li> 286 <li> 287 Licensee shall be responsible for acquiring and maintaining an information technology infrastru
287cture with 288 sufficient capabilities to operate the Software and comply with all provisions of this Agreement. 289 </li> 290 <li> 291 Licensee shall not decompile, reverse assemble, or reverse engineer any Software or other information 292 disclosed to Licensee hereunder. 293 </li> 294 <li>Licensee shall be responsible for complying with all export controls relating to the Software.</li> 295 <li> 296 Licensee shall be responsible to safeguard and prevent unauthorized access to Taxpayer Data. Licensee shall be 297 responsible to secure usernames and passwords that allow access to Taxpayer Data and will promptly notify 298 Drake of any unauthorized use or if such usernames or passwords are lost or stolen. 299 </li> 300 <li> 301 Licensee acknowledges that by using a computer system and the Software to prepare and transmit Tax Returns 302 electronically, Licensee consents to the disclosure of all information relating to its use of the computer 303 system and the Software to generate Tax Returns and to the electronic transmission of Tax Returns to the state 304 and/or federal agency as applicable under existing law. 305 </li> 306 <li> 307 Licensee acknowledges and consents to Drake’s collection through use of the Software of non-Tax Return 308 related data and information, including IP address, device and system identifications, and other information 309 required by Drake for its internal business purposes, fraud prevention, data privacy, and maintaining the 310 security and integrity of the tax system and/or the Software. 311 </li> 312 <li> 313 Each Tax Return prepared using the Software must be prepared, reviewed, and approved by a qualified Tax 314 Preparer prior to filing. 315 </li> 316 </ol> 317 </li> 318 <li> 319 <span class="sla-agreement__clause-title">Bank Products.</span> 320 <ol class="sla-agreement__clauses"> 321 <li> 322 To the extent Licensee offers Bank Products to taxpayers, Licensee shall use an Approved Banking Partner to 323 process all Bank Products for taxpayers served by Licensee Sites and will comply with all terms of 324 <a href="/bank-enrollment-agreement/">Drake’s Bank Products Enrollment Agreement</a> and the Approved 325 Banking Partner’s terms and conditions applicable to Licensee, with such terms incorporated into this 326 Agreement by reference. PLEASE NOTE: TRANSMITTING TAX RETURNS OR OFFERING OR PROCESSING BANK PRODUCTS IN 327 VIOLATION OF THIS SECTION 5 WILL BE CAUSE FOR IMMEDIATE TERMINATION OF THIS AGREEMENT AND MAY REPRESENT A 328 VIOLATION OF SECTION 4(E) FOR NON-IRS OR STATE COMPLIANT ACTIVITY AND CIRCUMVENTING SECURITY MEASURES. Drake 329 reserves the right to charge Licensee additional fees for any Bank Products processed not in compliance with 330 this Agreement. 331 </li> 332 <li> 333 Licensee understands and agrees that fees may be charged by Drake and the Approved Banking Partner for Tax 334 Returns processed with Bank Products. Fees may be withheld for each funded Bank Product, and deducted from the 335 proceeds due to the taxpayer. These fees are subject to change without notice and are more fully described in 336 the <a href="/bank-enrollment-agreement/">Bank Products Enrollment Agreement</a>. Licensee agrees to obtain 337 proper approval from the taxpayer for withholding all applicable fees from the proceeds of the 338 taxpayer’s refund. Licensee understands and agrees that Bank Product availability, related software 339 pricing and fees may vary by state and are subject to change in accordance with regulatory requirements, at 340 Drake’s sole determination. 341 </li> 342 </ol> 343 </li> 344 <li> 345 <span class="sla-agreement__clause-title">Term and Termination.</span> 346 <ol class="sla-agreement__clauses"> 347 <li> 348 <span class="sla-agreement__clause-title">Term.</span> This Agreement begins on the date installed or 349 downloaded and, unless terminated earlier pursuant to any of the Agreement’s express provisions, will 350 continue, for online versions of the Software, for so long as Drake makes the Software available on its 351 website and, for downloaded versions of the Software, for so long as the Licensee has access to and uses the
352 Software (the “Term”). Licensee acknowledges that use of the Software after October 31st of the 353 calendar year following the tax year associated with the license may be subject to limitations in 354 functionality or additional requirements, in Drake’s sole discretion. Licensee further acknowledges and 355 agrees that Drake may, after a period of time and in its sole discretion, retire or discontinue certain 356 functionality within the software such as any web-based connectivity and online services. For the purpose of 357 clarity, following termination, Licensee will not receive technical support or Updates, and the download file 358 will not be available through Drake. 359 </li> 360 <li> 361 <span class="sla-agreement__clause-title">Termination for Cause.</span> Drake may terminate Licensee’s 362 rights under this Agreement immediately and without notice if Licensee fails to comply with any term or 363 condition, including but not limited to, accessing or using the Software outside the United States in 364 violation of the geographic restrictions set forth in this Agreement, use of unauthorized Bank Products or 365 other misuse of the Software, automated technologies or artificial intelligence agents to access or interact 366 with the Software without Drake’s authorization, or permitting unauthorized third parties or automated 367 systems to access or use the Software. If terminated for cause, the license granted pursuant to this Agreement 368 will immediately cease and Licensee shall promptly uninstall the Software from all computer(s) and/or 369 networks, return the Software to Drake and destroy all backup copies. 370 </li> 371 <li> 372 <span class="sla-agreement__clause-title">Other Termination.</span> Drake, in its sole discretion, may 373 terminate this Agreement or suspend or otherwise limit the use of the Software by and including, but not 374 limited to, suspending electronic filing of Tax Returns by Licensee upon (i) breach of any of Licensee’s 375 obligations under this Agreement, including but not limited to the commission or alleged commission of fraud 376 or violation of laws or regulations, which may in Drake’s sole discretion compromise the integrity and 377 reputation of the IRS E-file program and/or Drake; (ii) Licensee or any party affiliated with Licensee 378 becoming the subject(s) of an investigation or legal action by any regulatory authority, or at the direction 379 of any governmental agency, legal authority or court order; and/or (iii) Licensee or any party affiliated with 380 Licensee violating professional conduct, including but not limited to abuse, harassment, and/or profanity to 381 Drake, its employees or contractors. 382 </li> 383 <li> 384 <span class="sla-agreement__clause-title">Suspension.</span> Drake reserves the right to limit or deny 385 Licensee access to the Software and features of the Software, including electronic filing of Tax Returns, 386 accessing Licensee data in the Software, processing of Bank Products or other functionality, if Drake 387 determines in Drake’s sole discretion, that Licensee has violated any provision of this Agreement or 388 transmissions or communications originating from or affiliated in any way with Licensee are potentially 389 fraudulent data or represent fraudulent activity, or may have been affected by malware, denial-of-service 390 attacks, originate from an insufficiently secure environment or similar security or system failures, or are 391 otherwise compromised or could represent data or transmissions which could put at risk Drake’s security, 392 Drake’s participation in the IRS E-File program, Drake’s relationships with third party program 393 providers, or the availability of Drake’s websites, computer systems, web services or the Software. 394 </li> 395 <li> 396 This Agreement applies only to the tax year 2026 version of the Software and DOES NOT constitute an offer or 397 in any way guarantee the availability, now or ever, of any other Drake products or versions to Licensee. 398 </li> 399 <li> 400 <span class="sla-agreement__clause-title">Effect of Termination.</span> Upon expiration or earlier 401 termination of this Agreement, including termination for cause by Drake, the license granted hereunder will 402 also terminate, and, without limiting Licensee’s obligations under the Agreement, Licensee shall cease
403 using, and if applicable, delete all copies, including partial copies, in any and all forms, of the Software 404 and Documentation and upon request certify in writing via email to Drake that such destruction or return of 405 the Software has been accomplished. Additionally, upon such termination Drake may disable Licensee access 406 protocols to the Software and delete all Licensee data, other than information retained according to 407 applicable law (including IRS requirements) or on Drake’s data or server backup or archival processes. 408 No expiration or termination will affect Licensee’s obligation to pay all Fees that may have become due 409 before such expiration or termination or entitle Licensee to any refund. This section and the following 410 sections: Definitions, Conditions, Licensee Responsibilities, Bank Products, Term and Termination, 411 Representations of Licensee, Web Based Applications, Filing Services, Refunds, Taxes and Fees, Privacy Notice 412 and Terms of Service; Compliance with Laws, Indemnification of Drake, Representations and Warranties of Drake 413 and Limitations of Liability, Amendment, Modification and Waiver, Consent to Electronic Communications, 414 Governing Law and Dispute Resolution, Other Products Provided by Drake, Other Third-Party Products and 415 Services Offered by Drake, Notice, and Other Terms survive any termination or expiration of this Agreement. No 416 other provisions of this Agreement survive the expiration or earlier termination of this Agreement. 417 </li> 418 </ol> 419 </li> 420 <li> 421 <span class="sla-agreement__clause-title">Support.</span> All support services are governed by this Agreement 422 and Drake’s Support Services Disclosure, available at 423 <a href="https://www.drakesoftware.com/teamviewer">https://www.drakesoftware.com/teamviewer</a> and incorporated 424 into this Agreement. Drake reserves the right to limit support to the current tax year’s Software, and to 425 current Licensees. 426 </li> 427 <li> 428 <span class="sla-agreement__clause-title">Representations of Licensee.</span> 429 <ol class="sla-agreement__clauses"> 430 <li> 431 Licensee will use the Software solely for the purposes in Section 1(m) in accordance with the terms and 432 conditions of this Agreement. Any other use of the Software is EXPRESSLY PROHIBITED. 433 </li> 434 <li>Licensee will comply with all federal, state and other applicable laws, rules, and regulations.</li> 435 <li> 436 Licensee represents to Drake that the information provided to Drake by Licensee concerning the EFIN, firm 437 name, owner name, Contact, phone number, address, and all other identifying information of Licensee is correct 438 and accurate. Any changes to this information must be provided to Drake in writing within thirty (30) days of 439 changing. 440 </li> 441 <li> 442 Licensee represents to Drake that it has the full right, power, and authority to enter into and perform its 443 obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant 444 under this Agreement. 445 </li> 446 <li> 447 Licensee represents to Drake that it is duly organized, validly existing, and in good standing as a 448 corporation or other entity under the laws of the jurisdiction of its incorporation or other organization. 449 </li> 450 <li> 451 Licensee shall not upload or otherwise transmit any software or other technology which permits unauthorized 452 access or disables, destroys, or otherwise harms the Software or any property of Drake. 453 </li> 454 <li> 455 Licensee shall implement reasonable and appropriate safeguards to protect Taxpayer Data against unauthorized 456 access. Licensee shall be responsible to secure usernames and passwords that allow access to Taxpayer Data. 457 </li> 458 <li> 459 Licensee agrees to comply with all system requirements as posted: for Desktop Application at 460 <a href="https://www.drakesoftware.com/pdf/sysreq2026.pdf">https://www.drakesoftware.com/pdf/sysreq2026.pdf</a 461 >; for Web Based Applications at 462 <a href="http://www.drakesoftware.com/pdf/dtosysreq2026.pdf" 463 >http://www.drakesoftware.com/pdf/dtosysreq2026.pdf</a 464 >. 465 </li> 466 <li> 467 Licensee agrees to notify Drake (in accordance with Section 26 below) within two (2) business days if any one 468 of the foregoing representations is breached or no longer valid or applicable. 469 </li> 470 </ol> 471 </li> 472 <li> 473 <span class="sla-agreement__clause-title">Modifications and Updates to the Software.</span> Drake has the right 474 at any time and for any reason to modify, Update, or discontinue any aspect or feature of the Software, including 475 but not limited to its content, functionality, the equipment needed for its use or its pricing. Any such 476 modifications or Updates shall be subject to the terms of this Agreement and any other applicable Drake terms, 477 conditions or charges. Drake is not responsible for the late filing of your client’s Tax Returns due to such
478 modification, Update, or discontinuation, and you acknowledge that you should file your client’s Tax Returns 479 as early as possible to meet any filing deadlines. 480 <ol class="sla-agreement__clauses"> 481 <li> 482 <span class="sla-agreement__clause-title">Beta Features and Services.</span> 483 <ol class="sla-agreement__clauses"> 484 <li> 485 From time to time, Drake may make available beta, pilot, preview, test, limited release, or pre-release 486 features, services, functionality, or applications, including beta functionality within or related to Web 487 Based Applications such as Drake Tax Online (“Beta Services”). Beta Services are made 488 available for evaluation and testing purposes and may not be generally available to all licensees. Drake 489 may determine eligibility for Beta Services in its sole discretion and may revoke, modify, limit, suspend, 490 or discontinue access to any Beta Services at any time, with or without notice. Beta Services may be 491 incomplete, may contain errors, and may not operate without interruption. 492 </li> 493 <li> 494 Licensee’s access to and use of Beta Services is subject to this Agreement, Drake’s Terms of 495 Service, Drake’s Privacy Notice, and any additional beta terms, notices, eligibility requirements, 496 or instructions presented by Drake. Drake may require Licensee to affirmatively opt in to Beta Services 497 before access is enabled. Unless Drake expressly states otherwise in writing, Beta Services are provided 498 “as is,” without warranties of any kind, and Drake does not guarantee that any Beta Services 499 will be included in, or operate in the same manner as, any generally available version of the Software. 500 Drake has no obligation to provide maintenance, technical support, service levels, corrections, updates, 501 or workarounds for Beta Services unless Drake expressly agrees otherwise in writing. 502 </li> 503 <li> 504 Licensee remains solely responsible for reviewing all Tax Returns, documents, calculations, outputs, 505 communications, and other information prepared, processed, transmitted, or generated through Beta Services 506 before filing, sending, signing, or otherwise relying on them. Licensee is responsible for obtaining and 507 maintaining all notices, consents, authorizations, and approvals required for Licensee’s use of 508 Taxpayer Data or other data with Beta Services, including any required under Internal Revenue Code Section 509 7216 and applicable privacy laws. Licensee is also responsible for maintaining appropriate backups and 510 copies of all Taxpayer Data, documents, and other information used with Beta Services. Drake is not 511 responsible for any loss, corruption, or deletion of data arising from use of Beta Services, except to the 512 extent expressly required by applicable law. 513 </li> 514 <li> 515 Beta Services, related documentation, communications, performance information, screenshots, and other 516 non-public information about Beta Services are Drake confidential information and may not be disclosed, 517 published, or shared with any third party without Drake’s prior written consent. If Licensee or any 518 Authorized User provides comments, suggestions, ideas, enhancement requests, or other feedback regarding 519 Beta Services, Drake may use that feedback to improve its products and/or services without restriction or 520 compensation. 521 </li> 522 </ol> 523 </li> 524 </ol> 525 </li> 526 <li> 527 <span class="sla-agreement__clause-title">Trial Software.</span> If Licensee is using the Trial Software, all 528 provisions of this Agreement will apply, except as modified by this Section. The Trial Software will have certain 529 limitations, including but not limited to the inability to electronically file, produce or process live Tax 530 Returns. It is to be used for evaluation purposes only, and not for commercial purposes. To use the Software for 531 commercial purposes, Licensee must purchase a valid license for the fully functional Software. 532 </li> 533 <li> 534 <span class="sla-agreement__clause-title">Web Based Applications.</span> 535 <ol class="sla-agreement__clauses"> 536 <li> 537 In consideration of and upon receipt of payment of the License Fee by Licensee, which includes User Acce
537ss for 538 a single User, and subject to the term and conditions set forth in this Section 11, Drake grants to Licensee a 539 non-exclusive, non-transferable, limited license to use the Web Based Application at such time as it is 540 generally available, solely as permitted by this Agreement and any other applicable terms as described herein. 541 </li> 542 <li> 543 Web Based Applications purchased on a “return” basis (“Subscription License”) ARE NOT 544 subject to the Site restrictions set forth in Section 3(a). 545 </li> 546 <li> 547 Web Based Applications purchased per Site (“Site License”) ARE subject to the Site restrictions 548 set forth in Section 3(a). 549 </li> 550 <li> 551 This Agreement does not grant Licensee access to Drake’s Software, data, or property other than for the 552 purposes of using the applicable Web Based Application. 553 </li> 554 <li> 555 Licensee acknowledges and accepts the terms and conditions of this Agreement by using the Web Based 556 Applications. 557 </li> 558 <li> 559 The License may be renewed at any time once the opportunity to renew is made available by Drake and prior to 560 December 31, 2027 subject to the payment of the then current License Fee (each a “Renewal”). Such 561 Renewal includes User Access for a single user, preparation and filing of 2027 Tax Returns, and preparation 562 and filing of prior year Tax Returns (“Prior Year Access”); provided that Licensee has licensed 563 and paid for such Prior Year Access. Such Prior Year Access will be subject to and governed by the applicable 564 Drake Software License and Non-Disclosure Agreement. For example, if Licensee purchased access to the Web 565 Based Application for tax year 2026 and renews access for tax year 2027, such Renewal shall include access to 566 the Web Based Application for filing tax year 2026 Tax Returns for an additional year; provided that such 567 access for filing tax year 2026 Tax Returns will be governed by this Agreement while the access for tax year 568 2027 will be subject to the 2027 Drake Software License and Non-Disclosure Agreement. However, if Licensee 569 purchases access to the Web Based Application for tax year 2027 but has not purchased access for tax year 570 2026, such access will be limited to tax year 2027. 571 </li> 572 <li> 573 If Licensee does not renew its License as described above, Drake may immediately revoke access to the Web 574 Based Application and shall have no obligation to store or provide access to Licensee’s data, including 575 Taxpayer Data in the Web Based Application (“User Data”). LICENSEE SHOULD ENSURE THAT ALL USER 576 DATA HAS BEEN DOWNLOADED OR RETRIEVED PRIOR TO SUCH EXPIRATION OR TERMINATION. FAILURE TO DO SO MAY RESULT IN 577 A LOSS OF SUCH USER DATA. Notwithstanding the above, Drake may extend the time to retrieve User Data or 578 reactivate the License, at Drake’s sole discretion, upon written request by Licensee. However additional 579 fees may apply. 580 </li> 581 <li> 582 <span class="sla-agreement__clause-title">User Access to the Web Based Applications.</span> Access to the 583 Web Based Application (“User Access”) is subject to payment of an annual user access fee 584 (“User Access Fee”) per User. User Access for a single User is included as part of the License Fee 585 with purchase of the Software;
585 User Access for additional users (“Additional Users”) can be 586 purchased on a per user basis. User Access Fees are charged on an annual basis and are not prorated. User 587 Access Fees for Additional Users are in addition to the License Fee. Unless renewed as set forth in subsection 588 11(f) above, User Access to the Web Based Application will expire on December 31, 2027. User Access may be 589 renewed at any time once the opportunity to renew is made available by Drake and prior to December 31, 2027 590 subject to the payment of the then current User Access Fee (each a “Renewal”). Such Renewal 591 includes User Access for preparation and filing 2027 Tax Returns and applicable Prior Year Access as described 592 in Section 11(f). 593 </li> 594 <li> 595 If Licensee does not renew User Access for its Additional Users, Drake may immediately revoke those Additional 596 Users’ access to the Web Based Application. 597 </li> 598 <li> 599 Drake reserves the right to place additional limitations on the Web Based Applications, including limiting 600 access to the 1040 series, 1120-S series, and 1065 series of forms. 601 </li> 602 <li>
603 Unless licensed or purchased separately, licensing the Web Based Applications does not grant to Licensee the 604 right to use any other Drake products, including the Desktop Applications. 605 </li> 606 <li> 607 Licensee agrees not to provide access to the Web Based Applications to any party other than Authorized Users 608 under Licensee’s Online Account. 609 </li> 610 <li> 611 Licensee must maintain the confidentiality of all user names, IDs and passwords (“User 612 Credentials”) for the Web Based Applications. Only Authorized Users are authorized to use the User 613 Credentials associated with such Authorized User, and no Authorized Users shall permit or allow other people 614 to have access to or use the same. Licensee is responsible for all actions, access and charges incurred under 615 such User Credentials, including any actions taken by any Authorized User. 616 </li> 617 <li> 618 Licensee is responsible for providing, at its expense, all connections and equipment necessary to access the 619 Web Based Applications. 620 </li> 621 <li>The availability of the Web Based Applications may be subject to interruption and delay.</li> 622 </ol> 623 </li> 624 <li> 625 <span class="sla-agreement__clause-title">Upgrade Options.</span> 626 <ol class="sla-agreement__clauses"> 627 <li> 628 Prior to the initial release of the applicable tax year software (typically around the first week of 629 December), Licensee may upgrade by purchasing the new Software application license. 630 </li> 631 <li> 632 If Licensee is using a Desktop Application version of the Software under the Pay Per Return (PPR) option, 633 Licensee’s upgrade options are as set forth in Exhibit A. 634 </li> 635 <li> 636 Drake may make certain product upgrade options available from within Licensee’s Account based on 637 products purchased by Licensee. 638 </li> 639 <li> 640 Drake may change the upgrade options and terms at any time. The upgrade options are not available for the Web 641 Based Application. Changing from any package to a lower-priced package, such as changing from a Drake Tax Pro 642 unlimited package to PPR or a multi-user version to a single-user version, is NOT ALLOWED. 643 </li> 644 </ol> 645 </li> 646 <li> 647 <span class="sla-agreement__clause-title">Filing Services.</span> 648 <ol class="sla-agreement__clauses"> 649 <li> 650 All use of the Service is subject to reasonable and customary use by a Practice. Drake may review or monitor 651 Licensee’s usage of the Software to determine compliance with license limitations. Following such a 652 review, Drake reserves the right, in its sole discretion, to limit or deny Licensee access to the Software and 653 features of the Software or to terminate the Licensee’s rights under this Agreement. 654 </li> 655 <li> 656 When using the Software, Licensee may choose to file Tax Returns electronically or by printing and manually 657 filing the Tax Returns. If Licensee has not purchased a version of the Software that includes unlimited return 658 filing, filing Tax Returns is subject to a separate pay-per-return (“PPR”) charge in advance of 659 preparing and either electronically filing or printing and manually filing a Tax Return in the form of a 660 return unit (“Return Unit”). Return Units may be purchased, either on an individual basis or in 661 bulk, throughout the tax season. Return Units will be active once Licensee downloads the Software, and 662 available for e-file after e-filing capabilities are released in January 2027. Unused Return Units shall 663 expire on December 31, 2029. Notwithstanding any indication in the Software to the contrary, purchased but 664 unused Return Units have no monetary value, before or after their expiration. 665 </li> 666 <li> 667 When filing returns electronically, Licensee’s taxpayer clients’ Tax Returns will be forwarded to 668 Drake’s electronic filing center, where it will be converted to and stored in a standardized format and 669 then transmitted to the applicable federal or state taxing authority. Drake does not guarantee that the taxing 670 authority will accept Tax Returns due to circumstances beyond Drake’s control (including but not limited 671 to incorrect taxpayer or Licensee information, malfunction of the taxing authority’s system, etc.). 672 Licensee is responsible for verifying the status of all Tax Returns to confirm that they have been received 673 and accepted by the applicable taxing authority and, if necessary, for printing and filing the returns 674 manually. The IRS requires Drake to notify it in connection with the electronic filing of Licensee’s 675 taxpayer clients’ Tax Returns of the internet protocol address of the computer from which the return 676 originated and whether the email address of the person electronically filing the return has been collected and 677 other fraud elements, as required by the IRS and/or State agency. By using the Software to prepare and submit 678 Tax Returns, Licensee consents to the disclosure to the IRS and any other tax or revenue authority of all 679 information pertaining to Licensee’s use of the Software. 680 </li> 681 </ol> 682 </li> 683 <li> 684 <span class="sla-agreement__clause-title">Refunds.</span> Please see the Drake Refund Policy at 685 <a href="https://www.drakesoftware.com/refundpolicy.pdf">https://www.drakesoftware.com/refundpolicy.pdf</a>. 686 </li> 687 <li> 688 <span class="sla-agreement__clause-title">Taxes and Fees.</span> 689 <ol class="sla-agreement__clauses"> 690 <li>
691 Licensee agrees to pay the License Fee prior to receiving, installing or commercially using the Software, 692 unless other payment arrangements are made, and agreed to in writing by Drake. 693 </li> 694 <li> 695 To the fullest extent permitted by applicable law, Licensee grants to Drake an irrevocable right to, at any 696 time and without notice, offset, recoup, or apply any amounts owed by Drake (or its affiliates) to Licensee, 697 including any fees or amounts otherwise remittable to Licensee, against any amounts owed by Licensee to Drake 698 (or its affiliates), including but not limited to License Fees, taxes, or any other amounts, whether arising 699 under this Agreement or any other agreement or relationship between the parties, and regardless of the nature 700 or source of such amounts. 701 </li> 702 <li> 703 All sales, use and other taxes are the responsibility of Licensee, and Licensee agrees that Drake may, at its 704 sole discretion, charge and collect applicable taxes and fees as part of the purchase. 705 </li> 706 <li> 707 Applicable taxes are calculated on a product basis and are subject to variables determined by Drake, including 708 Licensee’s shipping address and Licensee potentially providing a tax-exempt certificate to Drake. 709 </li> 710 </ol> 711 </li> 712 <li> 713 <span class="sla-agreement__clause-title">Privacy Notice and Terms of Service; Compliance with Laws.</span> 714 <ol class="sla-agreement__clauses"> 715 <li> 716 Drake’s collection and use of Licensee’s data is governed by Drake’s Privacy Notice. By 717 using the Software, Licensee agrees to the terms and conditions of Drake’s Privacy Notice and Terms of 718 Service, which are available on its website(s) and are subject to change. All notice of changes to 719 Drake’s Privacy Notice and Terms of Service will be provided by posting revisions on the applicable 720 Drake website. Continued use of the Software after a posted revision to the Privacy Notice or Terms of Service 721 constitutes your acknowledgement and acceptance of the revised notice or terms. Drake may disclose 722 Licensee’s data to tax authorities and third-party service providers in connection with the services it 723 provides to Licensee, subject to applicable laws and regulations, including Internal Revenue Code Section 724 7216. In addition, Drake may disclose Licensee’s data to tax authorities and third parties for purposes 725 related to detecting or reporting suspicious or fraudulent Tax Returns and/or fraudulent activity. Licensee 726 understands that any suspected illegal or fraudulent activity will be reported to the appropriate governmental 727 or law enforcement authorities. Licensee acknowledges that Drake retains the right to take whatever steps 728 necessary, as determined in Drake’s sole discretion, to comply with applicable laws and regulations, 729 including those relating to data security and privacy. 730 </li> 731 <li> 732 <span class="sla-agreement__clause-title" 733 >California Consumer Privacy Act / California Privacy Rights Act:</span 734 > 735 To the extent that the California Consumer Privacy Act and California Privacy Rights Act, as amended (Cal. 736 Civ. Code §§ 1798.100 et seq.) (“CCPA”) is applicable to Licensee, the parties agree 737 that Drake qualifies as a “Business,” that data is shared with “Service Providers” for 738 a “Business purpose” (as defined under Cal. Civ. Code §§ 1798.140), which is to deliver 739 the Software and related services and products to Licensee, and that such sharing of data is done so in 740 compliance with the CCPA. To the extent that the CCPA is applicable to Licensee’s taxpayer clients and 741 Licensee qualifies as a “Business” under the CCPA, the parties agree that Drake is a 742 “Service Provider.” Licensee represents, warrants and covenants that all “Personal 743 Information” (as defined under the CCPA or applicable data privacy laws) of Licensee’s taxpayer 744 clients provided to Drake or otherwise made available to Drake through the Software and related services and 745 products is done so in compliance with applicable laws, and that Licensee has provided all notices and 746 consents, and otherwise has all necessary and appropriate authorization for Drake to use such “Personal 747 Information” to provide Licensee the Software and related services and products in accordance with this 748 Agreement. To learn more about privacy rights available to California consumers, please refer to Drake’s 749 Privacy Notice. 750 </li> 751 <li> 752 Depending on the state in which you or your clients reside, the laws in such state may provide additional 753 rights regarding our collection and use of personal information. Both Licensee and Drake will c
753omply with 754 privacy laws of the relevant state or states and will provide each other with commercially reasonably 755 requested assistance to enable the requestor to comply with and fulfill its own obligations thereunder. 756 </li> 757 </ol> 758 </li> 759 <li> 760 <span class="sla-agreement__clause-title">Indemnification of Drake.</span> Licensee hereby agrees to indemnify, 761 defend, and hold Drake harmless from and against any and all liabilities, losses, costs, expenses, damages, and 762 deficiencies, including, without limitation, court costs and reasonable attorney fees, which directly or 763 indirectly arise out of, result from or relate to (i) the operations of Licensee, any and all accounts payable of 764 Licensee, and any and all taxes levied or incurred, whether payable to a federal, state, local or other 765 governmental authority; (ii) any breach by Licensee of any of its representations, warranties, or covenants 766 contained in this Agreement; (iii) all claims, actions or legal proceedings by a third party relating to the 767 Agreement or Licensee’s use of the Software or the results thereof, including proceedings related to 768 collection and enforcement; (iv) any Taxpayer Data or other data provided by Licensee to Drake or any harmful 769 software transmitted by Licensee or on behalf of Licensee; and (v) unauthorized access to Taxpayer Data or other 770 confidential data attributable to the acts or inaction or omissions of Licensee. The obligations set forth in this 771 Section 17 shall survive the termination or expiration of this Agreement. 772 </li> 773 <li> 774 <span class="sla-agreement__clause-title">Indemnification of Licensee.</span> 775 <ol class="sla-agreement__clauses"> 776 <li> 777 Drake hereby agrees to indemnify and hold Licensee harmless from and against any and all liabilities, losses, 778 costs, expenses, and damages during the term of this Agreement, including, without limitation, court costs and 779 reasonable attorney fees, that arise out of, result from or relate to all third-party claims, actions or legal 780 proceedings that Drake’s intellectual property or Software infringes or misappropriates such third 781 party’s intellectual property rights. Licensee agrees to notify Drake of such claims in writing within 782 thirty (30) days of becoming aware of said claim. 783 </li> 784 <li> 785 If such a claim is made or appears possible, Licensee agrees to permit Drake, at Drake’s expense, to (i) 786 modify or replace the Software, or component or part thereof, to make it non-infringing, or (ii) obtain the 787 right for Licensee to continue use. If neither of these alternatives are commercially reasonable, Drake may 788 terminate this Agreement, in its entirety or with respect to the affected component or part, effective 789 immediately on written notice to Licensee. For Desktop Applications, upon Licensee’s de-installation and 790 return of all copies of the Software to Drake, Drake shall refund or credit to Licensee any License Fee paid 791 in respect of the Software that Licensee cannot reasonably use as intended under this Agreement. For Web Based 792 Applications, Drake shall, notify Licensee, and, if feasible and permissible, Licensee shall have thirty (30) 793 days to retrieve its User Data from the Web Based Application before Drake terminates access to the Web Based 794 Application. Once Drake terminates access, Drake shall refund or credit to Licensee any License Fee and User 795 Access Fee paid in respect of the Software that Licensee cannot reasonably use as intended under this 796 Agreement. 797 </li> 798 </ol> 799 </li> 800 <li> 801 <span class="sla-agreement__clause-title" 802 >Representations and Warranties of Drake and Limitation of Liability.</span 803 > 804 <ol class="sla-agreement__clauses"> 805 <li> 806 Drake represents and warrants that through October 15, 2027 (the “Warranty Period”), it has the 807 authority and right to grant Licensee use of the Software as described in this Agreement. During the Warranty 808 Period, Licensee shall promptly notify Drake in writing of any claimed program error or deficiency in the
809 Software that prohibits or significantly impairs Licensee’s use of the Software as described in this 810 Agreement (a “Critical Deficiency”), and provide information sufficient to permit Drake to 811 investigate and validate the claimed Critical Deficiency. If a Critical Deficiency exists which breaches the 812 warranty set forth in this Section 19(a), Drake shall, in its sole discretion and within ninety (90) days: (i) 813 correct the Critical Deficiency; or (ii) with Drake’s prior written authorization and for Desktop 814 Applications, upon Licensee’s de-installation of the Software and return of all copies of the Software 815 to Drake, or for Web Based Applications, after Licensee’s access is terminated, refund or credit to 816 Licensee any License Fee (and User Access Fee, as applicable) paid in respect to the Software that Licensee 817 cannot reasonably use as intended under this Agreement, whereupon this Agreement shall terminate. Drake will 818 exercise due care in conforming the Software to the requirements of the federal and state authorities; 819 however, Licensee acknowledges that commercial preparation of Tax Returns, electronic filing of Tax Returns, 820 processing of Bank Products, and related processing and/or preparation and reporting is subject to change and 821 is of such complexity that the Software may have defects. 822 </li> 823 <li> 824 EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 19(A), THE SOFTWARE IS PROVIDED “AS IS” 825 WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. DRAKE, ITS AFFILIATES, AND THEIR LICENSORS, THIRD PARTY 826 SERVICE PROVIDERS, DISTRIBUTORS, DEALERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS (COLLECTIVELY, 827 “REPRESENTATIVES”) SPECIFICALLY DISCLAIM ANY AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED 828 TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IRRESPECTIVE OF ANY 829 COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE, ALL SUCH WARRANTIES BEING EXPRESSLY EXCLUDED. 830 WITHOUT LIMITING THE FOREGOING, DRAKE, ITS AFFILIATES, AND THEIR REPRESENTATIVES MAKE NO WARRANTY OF ANY KIND 831 THAT THE SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR OTHER 832 PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK 833 WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE DEFECT OR ERROR FREE OR THAT SOFTWARE DEFECTS WILL BE 834 CORRECTED. NO REPRESENTATIVE OF DRAKE IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS ANY OF THE 835 WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT. 836 </li> 837 <li> 838 UNDER NO CIRCUMSTANCES WILL THE ENTIRE LIABILITY OF DRAKE, ITS AFFILIATES, AND THEIR REPRESENTATIVES EXCEED 839 THE AMOUNT PAID BY LICENSEE FOR USE OF THE SOFTWARE SUBJECT TO THIS AGREEMENT. IN NO EVENT SHALL ANY AMOUNTS 840 PAID TO DRAKE FOR THIRD PARTY PRODUCTS OR SERVICES, INCLUDING BANK PRODUCTS, BE INCLUDED IN THE AMOUNT PAID 841 FOR THE SOFTWARE FOR PURPOSES OF THIS SECTION. THE REMEDIES SET FORTH HEREIN ARE LICENSEE’S SOLE AND 842 EXCLUSIVE REMEDIES FOR BREACH OF THIS AGREEMENT OR ANY WARRANTIES CONTAINED IN THIS AGREEMENT. DRAKE, ITS 843 AFFILIATES, AND THEIR REPRESENTATIVES SHALL HAVE NO OTHER LIABILITY OR RESPONSIBILITY TO LICENSEE FOR DAMAGES 844 OF ANY KIND, INCLUDING SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RESULTING 845 FROM THE USE OF THE SOFTWARE OR ANY PROGRAMS, SERVICES OR MATERIALS MADE AVAILABLE HEREUNDER OR THE USE OR 846 MODIFICATION THEREOF OR UNAUTHORIZED ACCESS TO TAXPAYER DATA, ALL OF WHICH LICENSEE HEREBY WAIVES. 847 </li> 848 </ol> 849 </li> 850 <li> 851 <span class="sla-agreement__clause-title">Insurance.</span> While accessing and/or using the Software, Licensee 852 shall maintain policies of the types and with the coverage amounts that it deems commercially reasonable for 853 Licensee’s operations. Such policies shall include Drake as an additional insured. 854 </li> 855 <li> 856 <span class="sla-agreement__clause-title">Amendment, Modification and Waiver.</span> This Agreement may be 857 modified, amended or supplemented by Drake at any time, without prior written notice or consent of Licensee, other 858 than Drake posting the updated Agreement. Drake reserves the right to change, modify or update this Agreement by 859 posting the revised agreement on the Drake website, located at 860 <a href="https://www.drakesoftware.com/PDF/license2026.pdf">https://www.drakesoftware.com/PDF/license2026.pdf</a>. 861 Your access or continued use of the Software after an updated or modification of this Agreement by Drake 862 constitutes your acceptance of this Agreement as updated, modified, or supplemented. 863 </li> 864 <li> 865 <span class="sla-agreement__clause-title">Consent to Electronic Communications.</span> 866 <ol class="sla-agreement__clauses"> 867 <li> 868 By using the Software, Licensee consents to receive electronic communications from Drake (e.g., SMS or text
869 messaging, telephone, via email, via Notification Center or by otherwise posting notices on Drake’s 870 website). These communications may include notices about Licensee’s account (e.g., authentication, 871 payment authorizations, password changes and other transactional information) or legal notices (e.g., 872 agreements, renewals, statements, and disclosures) and are part of Licensee’s relationship with Drake. 873 Licensee agrees that any notices, agreements, disclosures, or other transactional communications that Drake 874 sends to Licensee electronically, will satisfy any legal communication requirements, including, but not 875 limited to, that such communications be in writing. From time to time, Drake may provide you the option to opt 876 in to receiving marketing and promotional messages from Drake. Such messaging programs are subject to the 877 terms and disclosures presented when you sign up for the program. 878 </li> 879 <li> 880 Licensee can cancel the promotional SMS service at any time. Just text “STOP” to Drake. After 881 Licensee sends the SMS message “STOP” to Drake, Drake will send Licensee an SMS message to confirm 882 that Licensee has been unsubscribed and Licensee will no longer receive marketing SMS messages from Drake. If 883 Licensee wants to join again, Licensee should sign up as Licensee did the first time, and Drake will start 884 sending promotional SMS messages to Licensee again. 885 </li> 886 <li> 887 If Licensee is experiencing issues with the messaging program, Licensee can contact us directly at 888 <a href="mailto:[email protected]">[email protected]</a> or (800) 890-9500. 889 </li> 890 <li> 891 Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for 892 any messages sent to Licensee from Drake and to Drake from Licensee. If Licensee has any questions about 893 Licensee’s text plan or data plan, it is best to contact Licensee’s wireless provider. 894 </li> 895 </ol> 896 </li> 897 <li> 898 <span class="sla-agreement__clause-title">Governing Law and Dispute Resolution.</span> This Agreement has been 899 entered into and shall be governed, construed, and interpreted pursuant to and in accordance with the laws of the 900 State of North Carolina, without regard to conflicts of law principles. Any actions that are not subject to 901 mandatory arbitration or disputes over the arbitrability of any matter shall be brought in either the state court 902 for the county of Macon, or federal court in the Western District, North Carolina. 903 <p> 904 Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance or 905 interpretation thereof, other than a claim by Drake for injunctive or other equitable relief, shall be resolved 906 through binding arbitration before a single neutral arbitrator that is mutually acceptable to the parties in 907 accordance with then existing Commercial Arbitration Rules of the American Arbitration Association. Arbitrators 908 shall be persons experienced in software related issues. Such arbitration shall take place in the City of 909 Franklin, County of Macon, State of North Carolina. Any judgment on the arbitration award may be entered in any 910 court having jurisdiction over the subject matter of the controversy. 911 </p> 912 <p> 913 NOTWITHSTANDING THE ABOVE, EACH OF LICENSEE AND DRAKE HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY 914 JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. 915 </p> 916 </li> 917 <li> 918 <span class="sla-agreement__clause-title">Other Products Provided by Drake.</span> Licensee understands that 919 Drake may provide to Licensee other products and services other than the Software, including but not limited to 920 online filing through www.1040.com, online databases (OLDB), account management website (EOM), Drake user forum, 921 electronic communication interfaces, mobile apps, software-as-a-service (SaaS) products such as Drake Portals, 922 Drake Workflows and bundles SaaS offerings (“SaaS Products”), 7216 sample letters and similar tax 923 resources, conversion software, accounting and payroll software, payment acceptance solutions, and remission of 924 transmittal fees paid to Drake on behalf of Licensee and remitted by Drake to Licensee (“Other 925 Products”). Drake makes no guarantee as to delivery time, functionality, security, reliability or 926 availability of such Other Products. Such Other Products may require payment of additional fees, including 927 subscription fees and are not included with the Software unless expressly stated in the applicable invoice. Access 928 to and use of such Other Products may be subject to additional terms and conditions. Licensee agrees to hold Drake 929 harmless for any failure in providing or delivering these Other products, and Drake shall have no liability or 930 responsibility to Licensee for damages of any kind, including special, indirect or consequential damages, arising 931 out of or resulting from your use and access to such Other Products provided to Licensee by Drake, unless 932 specifically stated in the terms and conditions that govern such Other Products. Use of the forum and editorial 933 control of content is at Drake’s discretion. All Drake website content is monitored by Drake, including but 934 not limited to the Drake forums, Facebook, or other sites, and Drake reserves the right to edit, delete, or 935 withdraw access to support and social media websites at its sole discretion. Access to any online service is 936 subject to Drake’s Terms of Service located on the applicable Drake website and any additional terms and 937 conditions applicable to such online services. 938 </li> 939 <li> 940 <span class="sla-agreement__clause-title">Other Third-Party Products and Services Offered by Drake.</span> 941 Licensee understands that Drake may offer, market, suggest or provide to Licensee other third-party products and 942 services, including but not limited to cloud-based hosting services, online research, Bank Products, W-2 import 943 services, GruntWorx tax workflow automation tools, investment and financial services, tax due electronic payments, 944 audit protection services, merchant card processing tools, retirement and estate planning services, forms, checks 945 and envelope supplies, and other services. Drake makes no guarantee or representation as to the delivery time, 946 functionality, security, reliability or availability of such products and services. Licensee agrees to hold Drake 947 harmless for any failure in providing or delivering these products and services, and Drake shall have no liability 948 or responsibility to Licensee for damages of any kind, including direct, indirect, special or consequential 949 damages, arising out of or resulting from such other products or services offered, suggested or provided to 950 Licensee by Drake. 951 </li> 952 <li> 953 <span class="sla-agreement__clause-title">Notice.</span> All notices, requests, consents, claims, demands,
954 waivers, and other communications hereunder (each, a “Notice”) must be in writing (which includes 955 email) and addressed to Drake Software at the following address: 956 <p> 957 Attn: Legal Department<br /> 958 Drake Software, LLC<br /> 959 111 Technology Drive<br /> 960 Franklin, NC 28734<br /><a href="mailto:[email protected]">[email protected]</a> 961 </p> 962 <p> 963 Notices will be considered as properly received by Drake: (i) when delivered, if delivered in person; (ii) one 964 business day after dispatch, if dispatched by an overnight delivery service that provides signed acknowledgment 965 of receipt; (iii) three business days after deposit in the United States mail, if sent by certified or 966 registered first class mail, postage prepaid, return receipt requested; or (iv) as of the date on the email 967 header for email. Licensee may change its address by providing written notice to Drake. 968 </p> 969 </li> 970 <li> 971 <span class="sla-agreement__clause-title">Other Terms.</span> 972 <ol class="sla-agreement__clauses"> 973 <li> 974 Supported systems are available in the Documentation for each Software product, and are subject to change. All 975 web-based products require internet access. 976 </li> 977 <li> 978 In no event shall Drake be liable or responsible to Licensee for any failure or delay in performing any term 979 of this Agreement when such failure or delay is caused by circumstances beyond its reasonable control. 980 </li> 981 <li> 982 The relationship between the parties is that of independent parties. Nothing contained in this Agreement shall 983 be construed as creating any agency, partnership, joint venture, employment, or fiduciary relationship between 984 the parties, and neither party shall have the right to contract for or bind the other in any manner 985 whatsoever. 986 </li> 987 <li> 988 Drake may assign this Agreement without prior notice to Licensee. Licensee shall not assign or otherwise 989 transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this 990 Agreement without Drake’s prior written consent. Any purported assignment, delegation, or transfer in 991 violation of this Section 27(d) is void. This Agreement is binding upon and inures to the benefit of the 992 parties hereto and their respective permitted successors and assigns. 993 </li> 994 <li> 995 If any provision of this Agreement is invalid, illegal, or unenforceable, such invalidity, illegality, or 996 unenforceability shall not affect any other term or provision. 997 </li> 998 <li> 999 Drake’s operations are based in the United States. Drake makes no representation that the Software, or 1000 content or information available via the Software, is appropriate or available for use outside of the United 1001 States, and access to it from jurisdictions where the content is illegal is prohibited. The Software may be 1002 subject to US export control laws, including the US Export Administration Act and its associated regulations. 1003 Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the 1004 Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release 1005 is prohibited by law, rule, or regulation. 1006 </li> 1007 <li> 1008 This Agreement, together with Drake’s Terms of Service and Privacy Notice and any other documents 1009 incorporated in this Agreement, or those documents, by reference, constitutes the sole and entire agreement of 1010 the parties and supersedes all understandings, representations, and warranties, both written and oral, with 1011 respect to the subject matter hereof. 1012 </li> 1013 </ol> 1014 </li> 1015 </ol> 1016 <h2>Exhibit A — Options to Upgrade from PPR</h2> 1017 <p> 1018 If Licensee is using the Software under the PPR option and desires to upgrade, Licensee agrees to pay the License 1019 Fee specified by Drake for the initial PPR Software license, which may include a stated number and type of Tax 1020 Returns, and for each ADDITIONAL Tax Return activated by Licensee. Licensee may upgrade to Drake Tax 1040 or Drake 1021 Tax Pro at any time by paying, in addition to the initial PPR License Fee already paid, the maximum retail License 1022 Fee for the requested Desktop Application - Drake Tax 1040 or Drake Tax Pro, less amounts previously paid for 1023 ADDITIONAL Tax Returns activated. Licensee will be prompted to upgrade to Drake Tax Pro Multi-User through the 1024 Software when Licensee’s total amount spent solely on activating ADDITIONAL Tax Returns equals or surpasses 1025 the maximum retail License Fee for Drake Tax Pro Multi-User. 1026 </p> 1027</div> 1028`,e="/software-license-agreement/",p={path:e,cssPaths:["/assets/css/software-license-agreement/style.css"],seo:{title:"Drake Software License & Non-Disclosure Agreement",description:"Read the Drake Software License and Non-Disclosure Agreement, including license terms, user responsibilities, restrictions, warranties, and policies.",canonicalPath:e,noIndex:!1,noFollow:!1,openGraphType:"website"}},b=s({__name:"index",setup(f){const t=p,n=h(()=>({id:"local-software-license-agreement",path:t.path,title:t.seo.title,html:u,cssPaths:t.cssPaths,sections:[],seo:t.seo}));
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