Terms of Service

Thank you for selecting BreezyFile's services. This Terms of Service agreement ("Agreement") governs your access to and use of the services provided by BreezyFile ("BreezyFile," "we," "us," or "our"). By accepting this Agreement or accessing our Service (as defined below), you agree that you have read, fully understood, and are bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement. If you do not have such authority or do not agree with this Agreement, you must not accept this Agreement and may not use the Services.

BreezyFile reserves the right to change or add to the terms of this Agreement at any time by providing you with thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on our website (the "Site"). The revised Agreement will become effective thirty (30) days after we provide such notice. Continued use of the Service by you after the effective date constitutes your acceptance of the modified Agreement. If any change to this Agreement is unacceptable to you, your sole remedy is to stop using the Services and notify us of your intent to cancel via email at support@breezyfile.com.

Description of Service

The "Service" includes (a) the Site, (b) BreezyFile's sales tax automation services, including the preparation and submission of sales tax returns and related technologies, and (c) all software, data, reports, and content made available through any of the foregoing (collectively referred to as the "Content"). Any new features added to or augmenting the Service are also subject to this Agreement.

BreezyFile relies on the data provided through your Shopify account for preparing and filing your sales tax returns. You are responsible for ensuring that your product categories, taxability settings, and any other relevant data in Shopify are accurate and up-to-date.

Access and Use

Subject to the terms and conditions of this Agreement, you may use the Service solely to automate your sales tax filing obligations. You agree not to:

Attempt to access any BreezyFile systems, programs, or data that are not made available for public use.
Use the Service in any unlawful manner or in violation of any applicable laws.
Decompile, disassemble, or reverse engineer any part of the Service.
Sublicense, resell, rent, lease, transfer, assign, or otherwise commercially exploit the Service.
Perform any actions that would interfere with the proper functioning of the Service or impose an unreasonable load on BreezyFile's infrastructure.

BreezyFile reserves the right to refuse to make the Services available to you or to terminate your access for any reason at its discretion. You may not use the BreezyFile service in any manner that could harm the Service or impair anyone else's use of it.

Your Responsibilities

You are responsible for all data, information, and materials that you provide or transmit using the Service ("Your Content"). You represent that you have all necessary rights to Your Content and that Your Content does not infringe on the rights of any third party. BreezyFile may use Your Content to provide the Service to you, including to improve and enhance the Service. BreezyFile is not responsible for any unauthorized access to or use of Your Content.

BreezyFile provides sales tax filing services only and does not calculate tax rates or amounts. We rely on your store enabling Shopify's tax calculation features to ensure accurate tax collection at the point of sale. BreezyFile is not responsible for incorrect tax calculations or data inaccuracies in your Shopify account.

a. It is the client's responsibility to monitor nexus thresholds and ensure compliance with state requirements. Shopify may notify you when nexus thresholds are crossed in new states. You are responsible for informing BreezyFile to initiate filings in those states. BreezyFile is not liable for compliance issues resulting from unreported nexus threshold changes. If you reach out to us, we will be happy to provide insight into whether or not we believe you've crossed nexus and if it would make sense to register, but ultimately the decision is up to you. We can also register you in those states for a one time fee of $100.

b. You are responsible for maintaining sufficient funds in your bank account to pay your sales tax obligation. Should there be insufficient funds to cover the sales tax amount due, BreezyFile will cancel your enrollment in our filing service. If a payment fails, we will not automatically resubmit payments, but we will resubmit the payment for a $50 fee.

c. You are responsible for ensuring that your use of the Service complies with all applicable laws and regulations, including the payment of any taxes owed as a result of your transactions.

Privacy and Security

BreezyFile is committed to protecting your privacy. Our privacy policy, which can be reviewed on our website, governs our collection, use, and disclosure of your personal information. By using the Service, you consent to our use of your information in accordance with the privacy policy. BreezyFile does not sell or share tax data with third parties unless required by law.

You are responsible for maintaining the confidentiality of your account information, including your username and password, and for all activities that occur under your account. You agree to notify BreezyFile immediately of any unauthorized use of your account.

Payment and Fees

To use the Service, you will be required to select a payment plan and provide payment information. You agree to pay all applicable fees for the Service in accordance with the payment terms provided at the time of purchase. BreezyFile reserves the right to change its fees and will provide notice of such changes at least thirty (30) days before they take effect.

Limitation of Liability

YOU UNDERSTAND THAT BREEZYFILE MAY NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU PROVIDE, AND IS NOT RESPONSIBLE FOR ANY REJECTION OF YOUR TAX RETURN OR ANY RESULTING TAXES, PENALTIES, OR INTEREST ARISING FROM THE USE OF THE SERVICES. FURTHER, BREEZYFILE SHALL NOT BE RESPONSIBLE FOR ANY TAXES, PENALTIES, AND INTEREST THAT ARE ASSESSED AS A RESULT OF INCORRECT, INCOMPLETE, OR MISLEADING INFORMATION THAT YOU HAVE GIVEN TO BREEZYFILE IN CONNECTION WITH YOUR PREPARATION OF YOUR TAX RETURN. THIS INCLUDES BUT IS NOT LIMITED TO:

Transactions that shouldn't belong, such as test data or duplicate orders.
Transactions that have improperly categorized products or improperly categorized exemptions.
Underreporting due to missing data.

We are only as good as the data that is in Shopify.

In the event of a sales tax audit, BreezyFile will provide documentation of the returns filed through our service, including data received from your Shopify account, and the methodology used for filings. BreezyFile does not represent or guarantee specific outcomes in audits and is not liable for additional taxes, penalties, or interest resulting from the audit.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE ENTIRE CUMULATIVE LIABILITY OF BREEZYFILE AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES TO BREEZYFILE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM, OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BREEZYFILE AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY, OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, INABILITY TO FILE YOUR TAX RETURN, DELAY IN PREPARING YOUR TAX RETURN, INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO BREEZYFILE, ANY ACCESS TO, OR USE OF, YOUR PASSWORD AND USER ID BY AN UNAUTHORIZED PERSON, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF BREEZYFILE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL BREEZYFILE BE LIABLE FOR ANY LOSS, COST, LIABILITY, OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD-PARTY SERVICES OR THIRD-PARTY WEBSITES. IN NO EVENT DOES BREEZYFILE ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE SERVICES.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BREEZYFILE AND YOU. BREEZYFILE WOULD NOT BE ABLE TO PROVIDE THE SERVICES WITHOUT SUCH LIMITATIONS.

Indemnification

You agree to defend, indemnify, and hold harmless BreezyFile and its affiliates from any claims, actions, or demands arising out of your use of the Service or your breach of this Agreement. For example, if you upload data that infringes on someone else's intellectual property and BreezyFile is sued as a result, you agree to cover our legal costs.

Termination

BreezyFile may terminate this Agreement or your use of the Service at any time, with or without notice, for any reason. Upon termination, your right to use the Service will immediately cease.

Dispute Resolution

While this Agreement is governed by the laws of the State of Delaware, and any disputes shall be resolved in the state or federal courts located in Delaware, we at BreezyFile believe in working together to resolve any issues amicably. If a dispute arises, we encourage you to reach out to us directly at support@breezyfile.com. We are committed to working collaboratively to find a resolution that is fair and beneficial to both parties before resorting to legal action.

However, if a resolution cannot be reached through good-faith discussions, disputes may be subject to binding arbitration. Unless otherwise agreed by the parties, arbitration will take place remotely or at a location mutually convenient to both parties, and will be conducted in accordance with the rules of the American Arbitration Association (AAA). Each party will bear its own costs related to the arbitration, and the arbitrator's decision will be final and binding.

By agreeing to this clause, you acknowledge our preference for finding an amicable solution first, while retaining the option to resolve disputes through arbitration if necessary.

Miscellaneous

This Agreement constitutes the entire agreement between you and BreezyFile regarding the Service and supersedes any prior agreements between you and BreezyFile. BreezyFile's failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Force Majeure

BreezyFile shall not be held liable for delays or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, cyberattacks, strikes, lockouts, or governmental actions.

For any questions or concerns about this Agreement, please contact BreezyFile at support@breezyfile.com.