1. Definitions

For the purposes of these Terms, the following capitalized terms shall have the meanings set forth below:

• Account: The user account created by you to access the Services.
• Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• Aggregated De-Identified Data: Data derived from Customer Data that has been anonymized and aggregated such that it cannot identify any specific individual or entity.
• Customer Data: All data, information, content, materials, and inputs provided, uploaded, or transmitted by you or on your behalf in connection with the Services, including transaction data, tax-related information, and personal data.
• Documentation: Any user guides, manuals, or other materials provided by TaxStreem describing the functionality, use, and requirements of the Services.
• Feedback: Any suggestions, ideas, enhancements, or other feedback provided by you regarding the Services.
• Force Majeure Event: Any event beyond a party's reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
• Intellectual Property Rights: All patents, copyrights, trademarks, trade secrets, moral rights, and other intellectual property rights worldwide.
• Order Form: A document executed by the parties (or accepted electronically) specifying the Services to be provided, fees, term, and other applicable terms.
• Services: The automated AI-powered tax compliance solutions provided by TaxStreem, including tax calculation, automated filing with the Federal Inland Revenue Service (FIRS) and other Nigerian tax authorities, reporting, compliance monitoring, and related features, as specified in an Order Form.
• Subscription Term: The initial term and any renewal periods as specified in an Order Form.
• Third-Party Services: Any external services, APIs, websites, or integrations not provided by TaxStreem but accessible through or integrated with the Services.
• You or Your: The individual or Entity accessing or using the Services.

2. Services Provided

Subject to your compliance with these Terms and payment of applicable fees, TaxStreem grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Services solely for your internal business purposes related to tax compliance under Nigerian laws, including value-added tax (VAT), withholding tax (WHT), companies income tax (CIT), personal income tax, and other applicable taxes administered by the Nigeria Revenue Service (NRS) or state revenue authorities.

The Services may include:

• AI-driven tax calculations based on your transaction data.
• Automated preparation and electronic filing of tax returns with Nigerian tax authorities.
• Compliance reporting and analytics.
• Integration with third-party accounting or e-commerce platforms (subject to Section 7).
• Support and maintenance as specified in the Order Form, including standard technical support during business hours in Nigeria (West African Time).

TaxStreem may provide updates, enhancements, or modifications to the Services ("Updates") at its discretion. We will notify you of any material Updates that may affect your use. TaxStreem acts as your agent solely for the purpose of facilitating electronic filings with tax authorities, and you authorize us to transmit your data as necessary for this purpose. You remain solely responsible for verifying the accuracy of all filings, maintaining sufficient funds for tax payments, and complying with all tax obligations under Nigerian law.

The Services are provided on a subscription basis and may be subject to usage limits (e.g., number of transactions processed) as specified in your Order Form. Overages may incur additional fees.

3. User Obligations and Restrictions

You agree to:

• Use the Services in compliance with these Terms, the Documentation, applicable Nigerian laws (including tax laws, data protection laws under the NDPA, and anti-money laundering regulations), and any Order Form.
• Provide accurate, complete, and current information when creating your Account and updating it as necessary.
• Maintain the security and confidentiality of your Account credentials and notify TaxStreem immediately of any unauthorized access or security breach.
• Ensure that all Customer Data you provide is accurate, lawful, and does not infringe any third-party rights.
• Cooperate with TaxStreem in resolving any issues related to the Services.
• Pay all applicable fees and taxes (including withholding taxes under Nigerian law) on time.

You shall not:

• Use the Services for any unlawful purpose, including tax evasion, fraud, or violation of export controls.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Services.
• Copy, modify, adapt, translate, or create derivative works based on the Services.
• Rent, lease, sublicense, sell, or transfer the Services or any rights granted hereunder.
• Introduce viruses, malware, or other harmful code into the Services.
• Interfere with or disrupt the integrity or performance of the Services.
• Use the Services to compete with TaxStreem or develop similar products.
• Remove, alter, or obscure any proprietary notices or labels on the Services.
• Access or use the Services if you are under 18 years of age or otherwise ineligible under Nigerian law.

You warrant that you have all necessary rights, consents, and authorizations to provide Customer Data, including any personal data, and that such provision complies with the NDPA and other data protection laws.

4. Fees and Payment Terms

Fees for the Services ("Fees") are as specified in your Order Form and may be based on subscription tiers, usage volumes, or other metrics. All Fees are quoted in Nigerian Naira (NGN) unless otherwise specified and are exclusive of applicable taxes, duties, or levies (e.g., VAT at the prevailing rate under the Nigeria Tax Act, 2025).

You agree to pay Fees in advance via the payment method specified in your Order Form (e.g., bank transfer, credit card, or electronic payment platforms authorized in Nigeria). Invoices will be issued monthly or as agreed, and payment is due within 30 days of the invoice date. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by Nigerian law, whichever is lower.

Fees are non-refundable, except in cases of termination for our material breach as provided in Section 11. We may adjust Fees upon renewal of the Subscription Term with 30 days' prior notice. You are responsible for all taxes on the Fees, excluding taxes on our net income. If you dispute any invoice, you must notify us in writing within 60 days of receipt; otherwise, the invoice is deemed accepted.

In the event of non-payment exceeding 60 days, we may suspend your access to the Services until payment is received, without liability.

5. Intellectual Property Rights

TaxStreem retains all right, title, and interest in and to the Services, including all software, algorithms, AI models, Documentation, Updates, and any related Intellectual Property Rights. No rights are granted to you except as expressly set forth herein.

You retain ownership of your Customer Data. By providing Customer Data, you grant TaxStreem a worldwide, royalty-free, non-exclusive license to access, use, store, process, copy, modify, distribute, and disclose Customer Data as necessary to provide, maintain, and improve the Services, comply with legal obligations, and generate Aggregated De-Identified Data.

TaxStreem may use Aggregated De-Identified Data for any purpose, including benchmarking, research, and marketing, provided it does not identify you or any individual.

If you provide Feedback, you grant TaxStreem a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such Feedback without compensation or attribution.

6. Data Privacy and Security

Your privacy is important to us. Our collection, use, storage, and disclosure of personal data are governed by our Privacy Policy and comply with the NDPA, as administered by the Nigeria Data Protection Commission (NDPC). We implement reasonable technical, administrative, and physical safeguards to protect Customer Data from unauthorized access, loss, or disclosure, consistent with industry standards and Nigerian regulations.

You consent to the transfer, processing, and storage of Customer Data in secure data centers, which may be located outside Nigeria, subject to adequate data protection measures under the NDPA.

In the event of a data breach, we will notify you and relevant authorities as required by law. You are responsible for obtaining all necessary consents for processing personal data in Customer Data and for your own data security practices.

TaxStreem may disclose Customer Data to comply with Nigerian court orders, FIRS requests, or other legal requirements. Upon termination, we may retain copies of tax filings as required by law and delete other Customer Data after 90 days.

7. Third-Party Integrations

The Services may integrate with Third-Party Services (e.g., accounting software like QuickBooks or e-commerce platforms like Shopify). You are responsible for complying with the terms of such Third-Party Services and warrant that you have the right to connect them to our Services. TaxStreem does not endorse, warrant, or control Third-Party Services and is not liable for any issues arising from their use, including data accuracy, availability, or security.

If a Third-Party Service ceases to be available or changes its terms, it may affect the Services, and we may modify or discontinue affected features without liability.

8. Warranties and Disclaimers

TaxStreem warrants that: (i) the Services will substantially conform to the Documentation during the Subscription Term; and (ii) we will use commercially reasonable efforts to ensure the Services are free from viruses or harmful code.

Except as expressly set forth above, the Services are provided "as is" and "as available" without any warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or uninterrupted use. TaxStreem does not provide tax, legal, or accounting advice; the Services are not a substitute for professional advice. You are solely responsible for your tax compliance, including the accuracy of Customer Data and any penalties imposed by Nigerian tax authorities.

We do not guarantee that the Services will meet your specific requirements, be error-free, or that all defects will be corrected. Downtime may occur due to maintenance, updates, or Force Majeure Events.

9. Limitations of Liability

To the maximum extent permitted by Nigerian law, in no event shall TaxStreem, its Affiliates, directors, employees, agents, or suppliers be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, revenue, data, goodwill, business opportunities, or tax penalties, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.

TaxStreem's aggregate liability arising out of or related to these Terms or the Services shall not exceed the fees paid by you to TaxStreem in the twelve (12) months preceding the event giving rise to the claim.

These limitations apply notwithstanding any failure of essential purpose of any limited remedy. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under Nigerian law.

10. Indemnification

You agree to defend, indemnify, and hold harmless TaxStreem, its Affiliates, officers, directors, employees, agents, and suppliers from and against any claims, actions, demands, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising from or related to: (i) your breach of these Terms; (ii) your use or misuse of the Services; (iii) Customer Data, including any infringement of third-party rights or violation of laws; (iv) your tax obligations or filings; or (v) your integration with Third-Party Services.

We will provide prompt notice of any such claim and allow you to control the defense, provided you cooperate with us and do not settle any claim without our prior written consent if it admits liability on our part or requires us to take action.

TaxStreem shall indemnify you against claims that the Services infringe third-party Intellectual Property Rights, subject to similar conditions.

11. Term and Termination

This Agreement commences on the date you first access the Services or execute an Order Form and continues until all Subscription Terms expire or are terminated.

Subscription Terms auto-renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least 30 days prior to expiration.

Either party may terminate this Agreement or any Order Form: (i) for material breach by the other party, upon 30 days' written notice if the breach is not cured within such period; or (ii) immediately if the other party becomes insolvent, enters bankruptcy, or ceases operations.

We may suspend or terminate your access immediately for non-payment exceeding 60 days, violation of restrictions, or if required by law or to prevent harm to the Services.

Upon termination: (i) all licenses granted to you cease; (ii) you must pay all outstanding Fees; (iii) we may delete your Customer Data after 90 days, except as required by law; and (iv) sections that by their nature survive (e.g., payment obligations, IP rights, limitations of liability, indemnification, governing law) shall continue in effect.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles.

Any dispute arising out of or in connection with these Terms or the Services shall be resolved through good faith negotiations. If unresolved within 30 days, the dispute shall be submitted to binding arbitration under the rules of the Lagos Court of Arbitration (LCA), conducted in Lagos, Nigeria, by a single arbitrator. The arbitration award shall be final and binding.

Notwithstanding the above, either party may seek injunctive or equitable relief in the courts of Lagos State, Nigeria, to protect Intellectual Property Rights or prevent irreparable harm. You agree to the exclusive jurisdiction of the courts in Lagos, Nigeria, for any non-arbitrable matters.

The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs.

13. Miscellaneous

• Entire Agreement: These Terms, together with any Order Forms and incorporated policies, constitute the entire agreement between the parties and supersede all prior understandings. In case of conflict, the Order Form prevails over these Terms.
• Assignment: You may not assign these Terms without our prior written consent, except in connection with a merger or acquisition. We may assign these Terms without your consent.
• Force Majeure: Neither party shall be liable for delays or failures caused by a Force Majeure Event, provided reasonable efforts are made to mitigate.
• Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in effect.
• Waiver: No waiver of any breach shall constitute a waiver of any other breach.
• Notices: Notices shall be in writing and delivered via email (to the address provided in your Account) or registered mail. Electronic notices are effective upon sending.
• No Agency: Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.
• Export Controls: You agree to comply with Nigerian export control laws and not use the Services in prohibited jurisdictions.
• Government Use: If you are a government entity, these Terms apply without modification.
• Marketing: We may use your name and logo for marketing purposes, unless you object in writing.
• Contact: For questions, contact us at sales@taxstreem.com