Client End User License Agreement
Medtax Solutions, Inc.
1. Parties
This Agreement is entered into between:
- Licensor: Medtax Solutions, Inc., a corporation duly organized under the laws of the Republic of the Philippines ("Company", "we", "us", or "our"); and
- Client: The individual, company, or legal entity that has subscribed to or contracted for the use of the Medtax Platform ("Client", "you", or "your").
2. Definitions
In this Agreement, the following terms shall have the meanings set out below:
- "Platform" means the Medtax Solutions software application, tools, portals, and any related systems, interfaces, or components provided to the Client, whether hosted online or installed locally.
- "Services" means all tax, accounting, compliance, advisory, and related services delivered by Medtax Solutions, Inc. through or in connection with the Platform.
- "Client Data" means all data, records, documents, and information submitted by the Client through the Platform, including but not limited to financial records, tax filings, and personal data of the Client's authorized users.
- "Authorized Users" means the Client's employees, contractors, or agents who are permitted by the Client to access the Platform under this Agreement.
- "Confidential Information" means non-public information disclosed by either party that is designated as confidential or reasonably understood to be confidential given its nature.
- "Subscription Term" means the period during which the Client is licensed to use the Platform as specified in the applicable service order or agreement.
3. Grant of License
Subject to the Client's compliance with this Agreement and payment of applicable fees, Medtax Solutions, Inc. grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the Subscription Term solely for the Client's internal business and tax compliance purposes. This license expressly excludes:
- Sublicensing, reselling, leasing, or otherwise granting access to the Platform to any third party;
- Copying, modifying, adapting, translating, or creating derivative works of the Platform or any part thereof;
- Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code of the Platform;
- Using the Platform to build a competing or similar product or service;
- Removing, altering, or obscuring any intellectual property notices embedded in the Platform.
4. Client Obligations
The Client agrees and undertakes to:
- Ensure that all Authorized Users comply with the terms and conditions of this Agreement;
- Provide accurate, complete, and up-to-date information when setting up accounts and using the Platform;
- Maintain the security and confidentiality of all login credentials and promptly notify Medtax Solutions, Inc. of any unauthorized access or security breach;
- Comply with all applicable laws and regulations, including the Data Privacy Act of 2012 (Republic Act No. 10173), the National Internal Revenue Code, and other relevant Philippine laws;
- Obtain all necessary consents from its own employees and personnel whose personal data may be processed through the Platform;
- Not upload, transmit, or store any content that is unlawful, defamatory, infringing, or otherwise objectionable.
5. Fees and Payment
Access to the Platform is subject to subscription fees as agreed upon in the applicable service contract or order form. The Client agrees to pay all applicable fees on the schedule specified. Medtax Solutions, Inc. reserves the right to suspend access to the Platform in the event of non-payment.
6. Intellectual Property
All right, title, and interest in and to the Platform, including all software, algorithms, interfaces, documentation, trademarks, and content, are and shall remain the exclusive property of Medtax Solutions, Inc. Nothing in this Agreement shall be construed as transferring any ownership rights to the Client. The Client is granted only the license rights explicitly stated herein.
Client Data remains the property of the Client. The Client grants Medtax Solutions, Inc. a limited license to process, store, and use Client Data solely to the extent necessary to provide the Services.
7. Data Privacy and Security
Medtax Solutions, Inc. processes Client Data in accordance with the Data Privacy Act of 2012 and its Implementing Rules and Regulations. Medtax Solutions, Inc. implements appropriate technical and organizational measures to protect Client Data against unauthorized access, loss, alteration, or disclosure.
The Client acknowledges that:
- The Client, as data controller, is responsible for ensuring the lawfulness of processing Client Data submitted to the Platform;
- Medtax Solutions, Inc. acts as data processor with respect to personal data included in Client Data;
- Both parties shall cooperate to fulfill their respective obligations under applicable data protection laws.
In the event of a personal data breach affecting Client Data, Medtax Solutions, Inc. shall notify the Client without undue delay and shall take prompt remedial action.
8. Confidentiality
Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party, advertising, and not use for data testing without prior written consent, except as required by law or to the extent necessary to perform obligations under this Agreement. Each party shall use the same degree of care to protect the other's Confidential Information as it uses to protect its own, but in no event less than reasonable care.
9. Acceptable Use Policy
The Client agrees not to use the Platform to:
- Engage in any activity that violates applicable law or regulation, including tax fraud, money laundering, or any other illegal activity;
- Transmit any malicious code, viruses, or disruptive content that could damage the Platform or Medtax Solutions, Inc.'s systems;
- Attempt to gain unauthorized access to any part of the Platform, its backend infrastructure, or other clients' data;
- Interfere with or disrupt the integrity or performance of the Platform;
- Use automated tools or bots to scrape, extract, or process data from the Platform without written consent.
Medtax Solutions, Inc. reserves the right to suspend or terminate access immediately if the Client violates this Acceptable Use Policy.
10. Service Availability and Support
Medtax Solutions, Inc. shall use commercially reasonable efforts to make the Platform available during the Subscription Term. Scheduled maintenance windows, upgrades, or circumstances beyond Medtax Solutions, Inc.'s reasonable control may result in temporary service interruptions. Medtax Solutions, Inc. will endeavor to provide advance notice of planned downtime where practicable.
Technical support shall be provided in accordance with the support terms specified in the applicable service contract.
18. Contact Information
For questions, concerns, or notices regarding this Agreement, please contact:
Medtax Solutions, Inc.contact@medtax.ph