VinoCheck | Partner Terms of Service

Introduction

These Tax API Partner Terms and Conditions (the “Agreement”) are entered into by and between VinoCheck Software Inc., a British Columbia corporation (“VinoCheck”), and the entity accepting this Agreement or executing an Order Form that references it (“Partner”). Each may be referred to as a “Party” and together as the “Parties.”

This Agreement governs Partner’s access to and use of VinoCheck’s tax calculation application programming interface, related documentation, credentials, sandbox environment, support, and related services (collectively, the “API Services”).

Any order form, pricing schedule, statement of work, partner signup form, or similar document entered into by the Parties that references this Agreement (each, an “Order Form”) is incorporated into this Agreement. If there is a conflict between this Agreement and an Order Form, the Order Form controls only with respect to the specific subject matter addressed in it.

1. Access and License

1.1 Limited License

Subject to this Agreement and any applicable Order Form, VinoCheck grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to access and use the API Services solely for Partner’s internal business purposes and solely in connection with approved integrations or services offered by Partner to its authorized customers.

1.2 Permitted Use

Partner may use the API Services only:

(a) in accordance with VinoCheck’s documentation and written instructions;

(b) within any rate limits, usage limits, customer limits, territory limits, feature restrictions, or other restrictions communicated by VinoCheck;

(d) in compliance with applicable law.

1.3 Reservation of Rights

The API Services are licensed, not sold. VinoCheck retains all right, title, and interest in and to the API Services, documentation, specifications, response structures, tax logic, software, methods, know-how, and all related intellectual property rights. No rights are granted except as expressly set out in this Agreement.

1.4 Partner Application

Partner is solely responsible for any website, platform, software, workflow, integration, or service through which it accesses or makes use of the API Services (the “Partner Application”), including implementation, customer-facing functionality, business logic, product mapping, user support, and all content or outputs shown by or through the Partner Application.

2. Fees and Payment

2.1 Fees

Partner shall pay the fees set out in the applicable Order Form. Unless otherwise stated, all fees are in U.S. dollars, are non-cancellable, and are non-refundable.

2.2 Taxes on Fees

Fees are exclusive of any applicable sales, use, value-added, withholding, or similar taxes, excluding taxes based on VinoCheck’s net income.

2.3 Late Payment; Suspension

If Partner fails to pay any undisputed amount when due, VinoCheck may suspend access to the API Services upon written notice if such failure remains uncured for fifteen (15) days after notice.

2.4 Pricing Changes

VinoCheck may revise the fees for the API Services upon at least thirty (30) days’ prior written notice to Partner. The revised fees will take effect on the date specified in the notice. If Partner does not agree to the revised fees, Partner may terminate this Agreement by written notice before the revised fees take effect, in which case termination will be effective immediately before the revised fees would otherwise apply.

3. Credentials and Security

3.1 Credentials

VinoCheck may issue API keys, tokens, passwords, secrets, or other access credentials to Partner. Partner shall keep all credentials confidential and secure and is responsible for all use of the API Services through its credentials.

3.2 Security Obligations

Partner shall maintain commercially reasonable administrative, technical, and physical safeguards designed to prevent unauthorized access to or use of the API Services, credentials, and any systems or data used in connection with the API Services.

3.3 Security Incidents

Partner shall notify VinoCheck promptly, and in any event within forty-eight (48) hours, after becoming aware of any actual or suspected unauthorized access to the API Services, loss or compromise of credentials, or security incident that could affect VinoCheck, the API Services, or data submitted to the API Services.

4. Partner Responsibilities

4.1 Submitted Data

Partner is solely responsible for the accuracy, completeness, timeliness, legality, formatting, and classification of all data submitted to the API Services, including shipping addresses, product information, order amounts, discounts, exemptions, customer details, and transaction metadata.

4.2 Integration and Implementation

Partner is solely responsible for integrating the API Services into the Partner Application correctly, including:

(a) requesting calculations at the appropriate point in the transaction flow;

(b) passing complete and accurate inputs;

(d) displaying or using results accurately; and

(e) ensuring that outputs are not altered, misrepresented, or used outside the intended context.

4.3 Customer Relationship

Partner is solely responsible for its own customer relationships, customer agreements, disclosures, invoicing, support, disputes, and operational workflows unless otherwise expressly agreed in writing.

5. Restrictions

Partner shall not, and shall not permit any third party to:

(a) sell, resell, sublicense, lease, distribute, timeshare, or otherwise make the API Services available to any third party except as expressly authorized by VinoCheck in writing;

(b) use the API Services in a service bureau, outsourcing, embedded, or white-labeled offering except as expressly permitted in an Order Form;

(c) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, underlying ideas, tax logic, structure, or non-public elements of the API Services;

(d) copy, modify, create derivative works of, or otherwise misuse the API Services or documentation except as expressly permitted;

(e) use the API Services, outputs, documentation, or response patterns to build, train, improve, benchmark, validate, or support a competing tax engine, compliance product, rate database, or similar service;

(f) circumvent rate limits, access restrictions, authentication controls, or technical limitations;

(g) interfere with or disrupt the integrity, performance, or availability of the API Services;

(h) submit malicious code, exploit code, automated abuse traffic, unlawful content, or materially false data;

(i) use the API Services in any way that violates applicable law or the rights of any third party; or

(j) remove or obscure any proprietary notice or attribution required by VinoCheck.

6. Data Use, Output, Storage, and Logs

6.1 API Responses

Subject to this Agreement, Partner may use API responses solely for its permitted internal business purposes and authorized customer transaction workflows.

6.2 Dependency on Submitted Inputs

Partner acknowledges that API outputs are generated based on the data submitted by or on behalf of Partner. VinoCheck is not responsible for inaccuracies in outputs resulting from incomplete, inaccurate, untimely, improperly formatted, or misclassified input data, or from Partner’s implementation choices or downstream handling of API responses.

6.3 Caching and Storage

Partner may cache or store API responses only to the extent reasonably necessary for transaction processing, reconciliation, audit history, support, or reporting, and only in accordance with any caching, retention, or refresh requirements communicated by VinoCheck. Unless expressly approved in writing, Partner may not maintain a standalone or reusable database of tax rates or tax responses derived from the API Services.

6.4 No Independent Commercialization

Unless expressly authorized in writing, Partner may not compile, aggregate, reuse, publish, commercialize, distribute, or otherwise exploit API outputs, tax logic, tax rate data, response patterns, or derived datasets separate from the Partner Application and the permitted use case.

6.5 Monitoring and Usage Data

VinoCheck may collect and use logs, telemetry, technical metadata, and usage information relating to Partner’s access to and use of the API Services for security, support, billing, analytics, product improvement, abuse prevention, and enforcement of this Agreement.

7. Compliance, Tax Disclaimer, and Allocation of Responsibility

7.1 Software Tool Only

The API Services are provided as a software tool to assist with tax calculation workflows. The API Services, documentation, and any outputs are not legal advice, tax advice, accounting advice, filing advice, or regulatory advice.

7.2 No Collection, Remittance, Reporting, or Filing Responsibility

VinoCheck is not responsible for collecting, remitting, reporting, or filing any taxes, returns, reports, payments, or other governmental submissions for or on behalf of Partner, Partner’s customers, or any third party, unless expressly stated in a signed written agreement.

7.3 No Guarantee of Correctness for Every Use Case

Partner acknowledges that tax outcomes can depend on many factors outside VinoCheck’s control, including the accuracy and completeness of submitted data, product categorization, exemptions, jurisdictional changes, sourcing rules, business facts, customer-specific facts, and Partner’s implementation and workflow decisions. VinoCheck does not guarantee that outputs will be error-free, complete, or appropriate for every transaction, jurisdiction, or use case.

7.4 Review and Use of Outputs

Partner is responsible for deciding how to use API outputs within its systems and workflows. Partner shall not represent to any customer or third party that VinoCheck guarantees tax compliance, assumes tax liability, or provides legal or tax advice.

8. Confidentiality

8.1 Confidential Information

“Confidential Information” means any non-public information disclosed by one Party to the other in connection with this Agreement, including pricing, technical information, documentation, credentials, security information, product plans, and the terms of this Agreement.

8.2 Exclusions

Confidential Information does not include information that the receiving Party can demonstrate:

(a) is or becomes public through no breach of this Agreement;

(b) was already lawfully known without restriction;

(d) is lawfully received from a third party without breach of any obligation.

8.3 Obligations

The receiving Party shall:

(a) use the disclosing Party’s Confidential Information only as necessary to exercise rights or perform obligations under this Agreement;

(b) protect it using at least reasonable care; and

(c) disclose it only to employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

9. Representations and Warranties

9.1 Mutual

Each Party represents and warrants that:

(a) it is duly organized and validly existing;

(b) it has full authority to enter into this Agreement; and

9.2 Partner

Partner further represents and warrants that:

(a) it has all rights, permissions, and consents necessary to submit data to the API Services;

(b) its use of the API Services and the Partner Application will comply with applicable law;

(c) the Partner Application and Partner’s use of the API Services will not infringe or violate any third-party rights; and

(d) it will implement and maintain appropriate safeguards against misuse of the API Services.

9.3 VinoCheck

VinoCheck represents that it has the right to provide the API Services to Partner under this Agreement.

10. Limited Warranty and Disclaimer

10.1 Limited Performance Warranty

VinoCheck warrants that the API Services will operate in substantial conformity with the applicable documentation under normal authorized use.

10.2 Exclusive Remedy

Partner’s exclusive remedy, and VinoCheck’s sole obligation, for breach of Section 10.1 is for VinoCheck to use commercially reasonable efforts to correct the non-conformity.

10.3 Broad Disclaimer

Except as expressly set out in this Agreement, the API Services are provided “as is” and “as available.” To the maximum extent permitted by law, VinoCheck disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, reliability, uninterrupted availability, or suitability for Partner’s particular tax, legal, compliance, accounting, or operational requirements.

11. Indemnification

11.1 By Partner

Partner shall defend, indemnify, and hold harmless VinoCheck and its affiliates, officers, directors, employees, and agents from and against any third-party claim, demand, action, proceeding, damage, liability, judgment, settlement, penalty, fine, assessment, cost, or reasonable legal fee arising out of or related to:

(a) Partner’s breach of this Agreement;

(b) the Partner Application;

(d) Partner’s implementation, display, use, or misuse of API outputs;

(e) Partner’s tax collection, remittance, reporting, or filing activities or failures;

(f) Partner’s violation of applicable law; or

(g) any representation or promise made by Partner regarding the API Services that was not expressly authorized by VinoCheck in writing.

11.2 By VinoCheck

VinoCheck shall defend Partner against any third-party claim that the API Services, as provided by VinoCheck and used by Partner in accordance with this Agreement, infringe such third party’s intellectual property rights, and VinoCheck shall pay damages finally awarded or approved in settlement, provided Partner promptly notifies VinoCheck and gives VinoCheck sole control over the defense and settlement.

11.3 Exclusions

VinoCheck shall have no obligation under Section 11.2 to the extent a claim arises from:

(a) Partner data;

(b) modifications not made by VinoCheck;

(d) use outside the documentation or permitted scope; or

(e) continued use after notice of an allegedly infringing issue and offer of a workaround, replacement, or termination right.

12. Limitation of Liability

12.1 Excluded Damages

To the maximum extent permitted by law, VinoCheck shall not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, or for any loss of profits, loss of revenue, loss of business, loss of goodwill, loss of data, business interruption, or cost of substitute services.

Without limiting the foregoing, VinoCheck shall not be liable for any penalties, interest, assessments, audit costs, refund obligations, customer claims, third-party claims, chargebacks, reputational harm, or other downstream losses arising out of or relating to tax calculations, tax outputs, use of tax outputs, or any tax collection, remittance, reporting, or filing activity.

12.2 Liability Cap

To the maximum extent permitted by law, VinoCheck’s aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid or payable by Partner to VinoCheck under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

12.3 Time Limit for Claims

No claim or cause of action arising out of or related to this Agreement may be brought by Partner more than twelve (12) months after the date on which the events giving rise to the claim first occurred.

12.4 Exceptions

The limitations in this Section do not apply to:

(a) Partner’s payment obligations;

(b) Partner’s breach of Section 5;

(d) either Party’s indemnification obligations; or

(e) fraud, willful misconduct, or liability that cannot be limited by law.

13. Term and Termination

13.1 Term

This Agreement begins on the Effective Date and continues on a month-to-month basis until terminated in accordance with this Agreement.

13.2 Termination for Convenience

Either Party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to the other Party.

13.3 Termination for Cause; Suspension

Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving notice. VinoCheck may suspend or terminate access to the API Services immediately upon notice if VinoCheck reasonably believes that Partner’s use:
(a) creates a security risk;
(b) violates Section 5;
(c) threatens the integrity, performance, or availability of the API Services;
(d) is fraudulent, abusive, unlawful, or misleading; or
(e) could expose VinoCheck to legal or regulatory risk.

13.4 Effect of Termination

Upon expiration or termination:

(a) Partner’s right to access and use the API Services ends immediately;

(b) Partner shall cease all use of credentials, documentation, and API Services;

(c) each Party shall, upon request, return or destroy the other Party’s Confidential Information, except for copies retained for legal compliance or routine backup; and

(d) all accrued rights and payment obligations survive.

14. Audit, Verification, and Records

Partner shall maintain reasonable records sufficient to verify compliance with this Agreement, including records related to usage, implementation scope, customer scope, caching practices, and billing. Upon reasonable notice, VinoCheck may request information reasonably necessary to verify Partner’s compliance with this Agreement. Partner shall cooperate in good faith with reasonable compliance inquiries.

15. Publicity

Partner shall not use VinoCheck’s name, trademarks, logos, or brand assets without prior written consent. Any approved use shall comply with VinoCheck’s brand guidelines and may be revoked by VinoCheck at any time upon notice.

16. Miscellaneous

16.1 Independent Contractors

The Parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, franchise, fiduciary, or employment relationship.

16.2 Assignment

Partner may not assign this Agreement without VinoCheck’s prior written consent. VinoCheck may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.

16.3 Notices

Notices under this Agreement must be in writing and delivered to the addresses or email addresses designated by the Parties in the applicable Order Form or otherwise in writing.

16.4 Updates

VinoCheck may update these Partner Terms and Conditions from time to time by posting a revised version at this webpage. Any updates will become effective upon posting or on the later effective date stated in the updated version. Partner’s continued access to or use of the API Services after that date constitutes acceptance of the updated Partner Terms and Conditions.

16.5 Governing Law

This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

16.6 Venue

The Parties submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia, for any dispute arising out of or related to this Agreement.

16.7 Entire Agreement

This Agreement, together with any Order Form, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements relating to that subject matter.

16.8 Survival

Sections that by their nature should survive termination will survive, including Sections 5, 6, 7, 8, 11, 12, 13.4, 14, and 16.