Terms of Service

Agreement

This Master Subscription Agreement (this "Agreement") is between SteadFile LLC, an Indiana limited liability company ("SteadFile"), and the entity accepting this Agreement ("Customer"). It takes effect when Customer first clicks to accept it or first uses the Service (the "Effective Date"). The person accepting represents they have authority to bind Customer.

1. Definitions

• "Service" — SteadFile's web-based software platform for requesting, collecting, storing, and managing IRS Forms W-9 and W-8 series and related information from Payees, as described in the Documentation.
• "Payee" — a person or entity Customer invites to furnish a Tax Form through the Service.
• "Tax Form" — an IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, or W-8IMY (or successor form) furnished by a Payee through the Service, including the information in it.
• "Payee Data" — information relating to a Payee that is collected, stored, or processed through the Service, including Tax Forms, taxpayer identification numbers, and consent and signing records.
• "Documentation" — SteadFile's then-current user documentation for the Service.
• "DPA" — the SteadFile Data Processing Addendum, which is incorporated into this Agreement.
• "Order" — the online plan selection, order form, or other ordering document identifying Customer's subscription and fees.

2. The Service; What SteadFile Is — and Is Not

2.1 Subscription. Subject to this Agreement and the applicable Order, SteadFile grants Customer a non-exclusive, non-transferable right during the Term for its authorized users to access and use the Service for Customer's internal business purposes.

2.2 Self-help software; no advice. The Service is a self-help software tool. Any form suggestion, field population, validation flag, or suggested withholding disposition the Service produces is generated automatically from information entered by Customer or a Payee, applying logic derived from published IRS forms and instructions. SteadFile does not provide tax, legal, or accounting advice; no professional-client, advisory, or fiduciary relationship is created; and the Service's outputs are not a determination of any person's tax status, treaty eligibility, or correct rate of withholding.

2.3 No guarantee of outcomes. SteadFile does not warrant or guarantee that any Tax Form, suggestion, or output is accurate, complete, valid, or compliant with law, or that use of the Service will satisfy Customer's obligations as a withholding agent or otherwise.

2.4 Changes. SteadFile may improve or modify the Service, provided no change materially degrades its core functionality during a paid Term.

3. Customer Responsibilities and Warranties

3.1 Accounts. Customer is responsible for its users' credentials and for all activity under its accounts, and will enable available security features (including multi-factor authentication) for administrative users.

3.2 Payee contact information. Customer represents and warrants that, for each Payee it invites, the contact information Customer supplies is accurate and current and that each email address belongs to, and is controlled by, the named Payee; Customer will promptly correct any inaccuracy. Customer acknowledges that the Service's signer-verification measures operate on the email address Customer supplies, and SteadFile is entitled to rely on Customer's warranty in this Section.

3.3 Lawful use. Customer will use the Service in compliance with law, will not misuse Payee Data, and will not use the Service to collect information from individuals it is not lawfully entitled to request.

3.4 Customer data accuracy. As between the parties, Customer is responsible for the accuracy of information it (as opposed to a Payee) enters into the Service.

4. Tax Forms; Customer Review and Approval

4.1 Payee certification. Each Tax Form is completed and signed by the Payee under penalties of perjury. As between SteadFile and Customer, the Payee — not SteadFile — is responsible for the truthfulness and accuracy of the information the Payee furnishes.

4.2 Customer review and approval. The Service presents each submitted Tax Form to Customer for review and approval (individually or in bulk). Customer's approval of a Tax Form is Customer's own determination, made for its own withholding, reporting, and documentation purposes. Customer is solely responsible for (a) reviewing Tax Forms and any validation flags the Service surfaces, (b) determining whether it may rely on a Tax Form under applicable law (including any "reason to know" or due-diligence standard applicable to withholding agents), and (c) all decisions about withholding, deposits, information reporting, and filings.

4.3 No reliance. Customer will not rely on the Service or any output of it as a determination of a Payee's status or of the correct rate or amount of withholding, and SteadFile disclaims any such reliance.

4.4 Paper forms. Customer acknowledges Payees may decline to use the Service and may furnish paper forms directly to Customer; Customer is responsible for its handling of forms collected outside the Service.

5. Fees; Payment

5.1 Fees are as stated in the Order and are exclusive of taxes; Customer is responsible for applicable taxes other than SteadFile's income taxes. [Payment terms: due on the schedule in the Order; late amounts may accrue [1.5]% per month; SteadFile may suspend for nonpayment after [10] days' notice.]

6. Term; Suspension; Termination

6.1 Term. This Agreement runs from the Effective Date until all Orders expire or the Agreement is terminated as permitted here.

6.2 Termination for cause. Either party may terminate on written notice if the other materially breaches and fails to cure within 30 days of notice (10 days for payment breaches).

6.3 Suspension. SteadFile may suspend access immediately if reasonably necessary to prevent harm to the Service, Payees, or other customers, or in case of unlawful use, giving notice and restoring access promptly once resolved.

6.4 Effect of termination. Upon termination or expiration: Customer's access ends; SteadFile will make Payee Data and generated Tax Form PDFs available for export for [30] days; thereafter SteadFile will delete or de-identify Payee Data in accordance with the DPA, except records SteadFile retains to comply with law, including tax record-retention obligations and evidentiary records of consents, verifications, and signings, which SteadFile may retain for the retention periods described in the DPA.

7. Data Protection

7.1 The parties will comply with the DPA, which allocates data-protection roles (Customer as controller/business; SteadFile as processor/service provider for Payee Data processed on Customer's behalf, and as an independent controller only for the limited purposes stated there) and incorporates the international transfer mechanisms described in it.

7.2 SteadFile will maintain the administrative, technical, and organizational safeguards described in the DPA.

8. Intellectual Property

8.1 SteadFile owns the Service, Documentation, and all related IP. Customer owns Payee Data and its own data. Customer grants SteadFile the rights to host and process Payee Data to provide the Service and as permitted by the DPA.

8.2 Usage data. SteadFile may use de-identified, aggregated usage data to operate and improve the Service; it will not disclose such data in a form that identifies Customer or any Payee.

8.3 Feedback. Customer feedback may be used without restriction or obligation.

9. Confidentiality

Each party will protect the other's non-public information with at least reasonable care, use it only to perform under this Agreement, and not disclose it except to personnel and contractors under confidentiality obligations, or as required by law with notice where lawful. Payee Data is Customer's Confidential Information (in addition to DPA protections).

10. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." STEADFILE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, STEADFILE DOES NOT WARRANT THAT ANY TAX FORM OR OUTPUT IS VALID, ACCURATE, OR SUFFICIENT FOR CUSTOMER'S COMPLIANCE WITH ANY TAX LAW.

11. Indemnification

11.1 By Customer. Customer will defend and indemnify SteadFile against third-party claims (including claims by Payees and claims, assessments, or penalties asserted by tax authorities) to the extent arising from: (a) Customer's use of the Service or Tax Forms, including its withholding, reporting, deposit, and filing decisions and its approval or use of any Tax Form; (b) Customer data or Payee contact information supplied in breach of Section 3.2; (c) Customer's breach of this Agreement or violation of law.

11.2 By SteadFile. SteadFile will defend and indemnify Customer against third-party claims that the Service, as provided by SteadFile and used as permitted, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, with customary exclusions (combinations, modifications, non-current versions) and remedies (procure rights, modify, or terminate and refund prepaid unused fees).

11.3 Process. Prompt notice, control of defense by the indemnifying party, reasonable cooperation; no settlement imposing obligations on the indemnified party without consent.

12. Limitation of Liability

12.1 Excluded damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL. WITHOUT LIMITING THE FOREGOING, STEADFILE IS NOT LIABLE FOR ANY TAXES, WITHHOLDING OR BACKUP-WITHHOLDING AMOUNTS, PENALTIES, INTEREST, ADDITIONS TO TAX, OR LOSSES ARISING FROM UNDER-WITHHOLDING OR OVER-WITHHOLDING, HOWEVER ARISING, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

12.2 Cap. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.

12.3 Exceptions. The cap in 12.2 does not limit (a) Customer's payment obligations, (b) Customer's indemnification obligations under Section 11.1, or (c) either party's liability for fraud or willful misconduct.

13. Insurance

During the Term, SteadFile will maintain commercially reasonable insurance for its business, including technology errors & omissions and cyber liability coverage, in amounts consistent with the coverage it has bound from time to time. [Certificates available on request.]

14. Dispute Resolution; Governing Law

14.1 Governing law. Indiana law governs, excluding conflict-of-law rules.

14.2 Arbitration. Any dispute arising out of or relating to this Agreement or the Service will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and, where applicable, its Mass Arbitration Supplementary Rules, by a single arbitrator, seated in Indianapolis, Indiana, in English. Judgment may be entered in any court of competent jurisdiction.

14.3 Individual basis; class waiver. Disputes will be arbitrated only on an individual basis. Neither party may participate as plaintiff or class member in any class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate claims or preside over any representative proceeding.

14.4 Carve-outs. Either party may (a) bring an individual claim in small-claims court, and (b) seek temporary injunctive relief in court to protect IP or Confidential Information pending arbitration. Nothing here waives any right to seek public injunctive relief where that right cannot lawfully be waived.

14.5 Severability of waiver. If the class waiver is held unenforceable as to a claim, that claim (and only that claim) proceeds in court, and the rest remain in arbitration.

15. No Third-Party Beneficiaries

This Agreement is for the benefit of SteadFile and Customer only. No Payee or other person is a third-party beneficiary of this Agreement or of any obligation of SteadFile in it. Payees' use of the Service is governed solely by the Payee Terms of Use.

16. General

Assignment only with consent, except to an affiliate or in a merger/asset sale (notice required). Force majeure for events beyond reasonable control. Notices to the addresses in the Order (email suffices; legal notices also to notices@steadfile.com). This Agreement + Orders + DPA are the entire agreement and supersede prior discussions; if terms conflict, the DPA controls for data protection, then this Agreement, then Orders (except where an Order expressly amends). SteadFile may update this Agreement prospectively with at least 30 days' notice for material changes; continued use after the effective date is acceptance; if Customer objects, it may terminate and receive a pro-rata refund of prepaid unused fees. Severability. Sections intended to survive (2.2–2.3, 4, 6.4, 8–15, this 16) survive termination. Publicity: neither party will use the other's name or logo publicly without consent, except SteadFile may identify Customer as a customer unless Customer opts out in writing.