Sovos Terms Of Service
Shopify Tax Automated Filing

These Sovos Terms of Service – Shopify Tax Automated Filing (these “Service Terms”) constitute a legal agreement between Sovos and Merchant. As used in these Service Terms, “we, “us”, “our” or “Sovos” means Sovos Compliance, LLC and its Affiliates, where “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with Sovos Compliance, LLC. “Merchant”, “you”, or “your” means the individual (if the business is a sole proprietorship) or the entity (if signing up on behalf of a legal entity) that has qualified for participation in the Services (as defined below). “Shopify” means Shopify Inc. and its applicable affiliates. Each of Sovos and Merchant may be referred to as a “Party” and collectively, the “Parties” for the purpose of these Service Terms.

By activating or using the Services, you are agreeing to be bound by these Service Terms and the Sovos Privacy Policy. We reserve the right to update and change these Service Terms from time to time by posting updates and changes to the Sovos website. You are advised to regularly check these Service Terms for any updates or changes that may impact you. If you do not accept such changes, you must cease using the Services.

1. Definitions.

a. “Credentials” means all data or information necessary for Sovos to log into the online Recipient website to submit each Filing to each applicable Recipient, including without limitation, your username and/or password to the Recipient’s website.

b. “Documents” means all reports, or other documents to be provided to a Recipient.

c. “Filings” means Returns and Documents.

d. “Payment Account” means a Merchant-owned, commercial deposit account at a United States depository institution to be used for making Payments through the Services.

e. “Payments” means taxes, registration fees, license fees, and other charges and payments owed by Merchant to Recipients.

f. “Recipients” means applicable federal, state or local government taxing authorities in the United States.

g. “Return” means a tax form delivered to a Recipient and/or a form used to report on the sales taxes collected and remitted to the Recipient for each of your (i) legal entities; and (ii) individual business locations, where required.

2. Shopify Platform. Merchant and Shopify are parties to an agreement pursuant to which Shopify’s platform (the “Shopify Platform”) hosts Merchant’s online storefront(s) (“Store”) and allows customers to purchase Merchant goods and services through Merchant’s Store.

3. Shopify Tax Automated Filing. Through “Shopify Tax Automated Filing,” available through Shopify Platform, Sovos provides Merchants with the Services (as defined below). Merchant may access and use the Services for internal business purposes only, subject to the limitations set out in these Service Terms and the Shopify Tax Automated Filing Terms of Service. Merchant may not use the Services as a service bureau, or to process data in any way for, or on behalf of, any third party or on a professional or commercial basis. Merchant is responsible for its own sales and use tax calculations on transactions and is not permitted to use the Services to calculate sales and use tax, regardless of whether such functionality is technically available in the Services.

4. Overview of the Services. The “Services” provided by Sovos include Sovos: (i) electronically submitting the Returns generated by Sovos for Merchant to the applicable Recipient on behalf of Merchant; and (ii) facilitating Merchant’s Payments for any Returns submitted by Sovos to the applicable Recipient. This includes Sovos submitting Merchant’s bank account details, routing instructions, and amount due (“Tax Information”), including the acceptance of any direct debit mandates, on Merchant’s behalf, through Merchant’s Credentials to the Recipient’s website to allow the Recipient to charge the Merchant’s Payment Account accordingly. Sovos will perform the Services in accordance with these Service Terms and Sovos’ policies and procedures. Merchant expressly authorizes Sovos to submit Filings and Tax Information on Merchant’s behalf. The Services provided hereunder will be based upon information provided to Sovos by or on behalf of Merchant (including proof of federal, state and local tax identification numbers). Merchant will provide, or authorize Shopify to provide, to Sovos all data, information, and other content necessary for Sovos to perform the Services (“Merchant Data”) prior to the deadline established by Sovos. Merchant acknowledges and agrees that Sovos does not audit, validate, or verify any Merchant Data and that Merchant is solely responsible for the accuracy, completeness, and timeliness of all Merchant Data.

5. Merchant’s Use of the Services. Merchant acknowledges that the Services are designed to aid Merchant in its business and that Merchant maintains direction and control over the use of the Services and the management of its business, including all Payments and Documents prepared, processed, or submitted using the Services. Merchant is solely responsible for determining the appropriateness and suitability of the Services for use in Merchant’s business and for using the Services to meet Merchant’s requirements and in compliance with all requirements under applicable law, including tax regulations based on Merchant’s particular circumstances.

6. Representations, Warranties, and Covenants. By using the Services, Merchant represents, warrants and covenants that: (i) the representative of the business executing these Service Terms is at least 18 years of age; (ii) Merchant has the legal power to enter into and perform the obligations under these Tax Filing Terms, and to the extent Merchant is a legal entity, the person accepting these Service Terms on behalf of Merchant has been duly authorized to do so; (iii) the Merchant Data provided to Sovos is true, complete and correct; (iv) the individual(s) Merchant designates as the authorized signatory for purposes of any Returns submitted through the Services have been duly authorized to do so; (v) the Payment Account Merchant designates for purposes of Payments belongs to Merchant and Merchant has been duly authorized to use this account for such purposes; (vi) Merchant’s use of the Services is not in violation of any obligation imposed on Merchant; (vii) Merchant will not use Shopify Tax Automated Filing for any fraudulent, unlawful or abusive purpose; and (viii) all Merchant Data provided to Sovos is accurate and current.

7. Payment Account. Merchant is responsible for setting up and maintaining a Payment Account. Merchant will ensure that sufficient funds are maintained in the Payment Account to pay all taxes and other charges or payments owed to Recipients on or before all applicable tax filing deadlines. Merchant will provide Sovos with all data, information and credentials regarding Merchant’s Payment Account required by a Recipient. Merchant hereby appoints Sovos as its agent for purposes of providing and submitting Merchant Payment Account information to Recipients and authorizes Sovos to do so in accordance with these Service Terms. Sovos is not required to confirm that Merchant’s Payment Account contains sufficient funds to make any Payment and Sovos shall not be responsible in the event that such Payment Account does not contain sufficient funds to make a Payment.

8. Credentials. Merchant will submit all Credentials to Sovos prior to the applicable deadline through the Shopify Platform. Sovos will assume all provided Credentials are valid and is not required to confirm the accuracy or validity of any Credentials. Merchant hereby represents that it has the authority to provide the Credentials to Sovos and Merchant expressly appoints Sovos as its agent with limited power of attorney to access the Recipient website on Merchant’s behalf, and to accept any direct debit mandates, on Merchant’s behalf, through Merchant’s Credentials to the Recipient’s website to allow the Recipient to charge the Merchant’s Payment Account. Sovos will not be responsible for any failure by Merchant to submit any valid Credentials to Sovos prior to any applicable deadline.

9. Review Periods; Skip Requests. Merchant shall have the opportunity to review any Payments or Filings generated by the Services for a designated period of time prior to the applicable Recipient deadline (such period, the “Review Period”). Typically, a Review Period begins at its earliest at 9:00 AM Eastern Standard Time on the third (3rd) day of the calendar month and concludes at its latest at 2:59 AM Eastern Standard Time on the ninth (9th) day of the calendar month. Merchant acknowledges and agrees that it shall verify the accuracy and completeness of the Payment or Filing during each Review Period, and that at the end of each Review Period, unless a Skip Request is placed, such Payment or Filing will be automatically submitted to the applicable Recipient. Merchant may, through the Shopify Platform, submit a request to Sovos to skip the submission of both a Payment and Filing prior to the deadline for that Payment or Filing (a “Skip Request”). For purposes of clarity, Merchant may not place a Skip Request for either a Payment or Filing, it must be for both. Sovos will not be required to accept or honor any Skip Request unless submitted as required by Sovos prior to the applicable deadline. Following receipt of a Skip Request, Sovos will have no further responsibility for submitting the Filing and Tax Information for the Payment that are subject to the Skip Request and Merchant will be solely and entirely responsible for submission of the Filing and Payment. Unless Merchant submits a valid Skip Request for a Payment and Filing to Sovos in accordance with these Service Terms, Merchant acknowledges and agrees that Sovos may submit the Filing and Tax Information for Payment to the applicable Recipient. Merchant will have until the end of the Review Period to update inputs used to generate a Payment and Filing (such changes, “Input Changes”), and such updated Payment and Filing will be automatically submitted thereafter unless Merchant has placed a Skip Request on such updated Payment and Filing prior to the end of the Review Period. Once the Review Period ends, Merchant will no longer be able to update a Payment or Filing, except for certain administrative settings preventing Sovos from submitting a Payment and Filing on Merchant’s behalf, including but not limited to login credentials, filing frequencies and one-time passcode (OTP) setup (such changes, “Administrative Changes”). Notwithstanding the foregoing, Merchant acknowledges that any Administrative Changes made after the Review Period ends may result in the delayed submission of your Payment and Filing and Merchant remains solely responsible for any penalties, interest or other consequences that result from such delayed submission. In such cases, Merchant has the option to place a Skip Request on that Payment and Filing and self-file to ensure timely submission.

10. Pricing. Merchant shall be responsible for fees as set forth in the Shopify Tax Automated Filing Terms of Service.

11. Merchant Responsibility.

a. Merchant bears full responsibility for confirming the accuracy and applicability of (a) any inputs to the Services, including those generated by Shopify Tax; and (b) any output generated by the Services. Merchant is solely responsible for confirming the applicability of each Filing and shall review all Filings prior to submission by Sovos to the applicable Recipient and validate that each Filing and all Merchant Data, contained therein is accurate, complete, timely, and being made in compliance with all applicable laws. Merchant will make any corrections or other changes to each Filing or any Merchant Data prior to all applicable deadlines. Merchant is further responsible for verifying the status of each Filing to confirm that it has been received and accepted by the relevant Recipient. Merchant is solely responsible for maintaining adequate documentation to substantiate the accuracy and completeness of its Filings.

b. Merchant hereby acknowledges and agrees that Sovos is entitled to rely on any Merchant Data, information, actions, directions, approvals, or authorizations to transmit Returns, Payments, Filings or Tax Information as accurate and complete, submitted through Merchant’s access ID or login credentials as if such were made by or received from Merchant. The obligation of Sovos to provide the Services is contingent upon Merchant providing valid Credentials and accurate bank account information via the method of delivery required, within the deadline established to satisfy Merchant’s tax filing payment obligations in their entirety. Merchant remains responsible for any liabilities, penalties, or interest imposed on Merchant in connection with Merchant’s payment of or failure to pay taxes, whether resulting from Merchant’s use of the Services or otherwise.

c. Sovos will not be responsible for any failure or delay in submitting any Payment or Filing if Merchant fails to comply with the provisions contained in these Service Terms, including without limitation, failure to have sufficient funds in the Payment Account, or failure to provide valid Credentials prior to the deadlines.

12. Prohibited Activities. Merchant shall not, and shall not permit, enable or encourage any person to: (a) sell, transfer, sublicense, publish or otherwise distribute or disseminate the Services, in whole or in part; (b) modify, decode, reverse engineer, decompile, or disassemble the Services, in whole or in part; (c) access or use the Services or Service Data (as defined below), in whole or in part, except as expressly provided in these Service Terms; (d) use the Services or Service Data in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services; or (e) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Services, or Service Data; or (f) access or use the Services or Service Data in a manner that violates any laws or regulations. Sovos reserves the right to terminate Merchant’s use of the Services for engaging in any of these prohibited activities.

13. No Tax or Legal Advice; No Guarantee. Sovos does not provide tax or legal advice. Sovos does not guarantee the availability, accuracy, completeness, reliability or timeliness of any data or information displayed in connection with the Services, including any tax rules, rates, or Filings.

14. Transfer of Personal Information. Merchant represents and warrants that before providing personal information to Sovos or its agents, Merchant will comply with any laws applicable to the transfer and disclosure of personal information, including providing notices to, or obtaining permission from, necessary third parties to allow sharing of their personal information. No personal information will be intentionally disseminated by Sovos to any third parties, except: (a) as consented to by Merchant; (b) as required by applicable law or requested by any court or law enforcement authority; or (c) as necessary for Sovos to provide the Services.

15. Transfer of Personal Information Concerning Canadian or European Data Subjects. If Merchant provides personal data to Sovos from data subjects in Canada or the European Union (“EU”), then Merchant hereby: (a) acknowledges that in connection with the Services, Sovos or its subcontractors may transfer, access, store, and process personal data outside of the EU and Canada in countries (such as the United States) that under EU laws may not ensure an adequate level of data protection (the “Data Transfer”); and (b) if legally required, consents to such Data Transfer. Merchant shall ensure that it complies with all applicable EU and Canadian laws that apply to Merchant as the data controller of such personal data in connection with the Data Transfer.  Sovos will take, and will ensure that its subcontractors take, reasonable measures to protect the security of such personal data transferred by Merchant.

16. Security and Security Breaches. Merchant shall maintain appropriate technical and organizational security procedures for the transmission of data. Merchant shall notify Shopify and Sovos immediately of any suspected security breach regarding Merchant’s transmission of data to Sovos.  Merchant shall not: (a) breach, or attempt to breach, the security of the Services or any network, servers, data, computers or other hardware relating to or used in connection with the Services, or any third party that is hosting or interfacing with any part of the Services; or (b) use or distribute through the Services any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the Services or the operations or assets of any third party. Merchant will comply with the user authentication requirements for use of the Services. Merchant will only permit authorized users to access and use the Services, subject to the obligations and restrictions set out in Shopify Tax Automated Filing Terms of Service.  Sovos has no obligation to verify the identity of any person who gains access to the Services by means of an access ID or login credentials. Sovos may rely on the instructions and actions of such a person as being those authorized by Merchant. Merchant is solely responsible for monitoring its authorized users’ access to and use of the Services. Any failure by any authorized user to comply with these Service Terms shall be deemed to be a material breach by Merchant, and Sovos shall not be liable for any damages incurred by Merchant or any third party resulting from such breach. Merchant must immediately take all necessary steps, including providing notice to Shopify and Sovos, to effectuate the termination of an access ID for any authorized user if there is any compromise in the security of that access ID or if unauthorized use is suspected or has occurred.

17. Service Data. Other than the Merchant Data provided by Merchant, all data, information, and other content made available to Merchant through the Services (“Service Data”) are owned or licensed by Sovos, Shopify and/or Sovos’ third-party service providers, as applicable. Subject to and conditioned on compliance with the terms and conditions of these Service Terms, Merchant may access and use the Service Data solely for Merchant’s own business purposes in connection with Merchant’s use of the Services. Sovos uses commercially reasonable efforts to maintain and verify that the Services and Service Data are accurate and current with respect to the information provided, but Sovos cannot verify the accuracy of, and will not be responsible for any errors or omissions in, any Service Data.

18. Intellectual Property. Sovos retains all right, title and interest, including, without limitation, all intellectual property rights in and to the Services, and any additions, improvements, updates, and modifications thereto, excluding for the avoidance of doubt, any Shopify intellectual property that may be used in the Services. For the duration of these Service Terms and subject to the relevant provisions set out herein, Sovos grants Merchant a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the Services (the “License”). Neither the License nor any other provision hereof shall grant any rights in the Services or other intellectual property rights except the limited License of use set out above.

19. DISCLAIMER OF WARRANTIES. SOVOS PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE BASIS. SOVOS EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES RELATED TO THE SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY THAT SERVICES ARE FREE OF ERRORS, OR THAT ALL ERRORS WILL BE CORRECTED, AND ANY WARRANTIES WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE DATA, CALCULATIONS, OR TAX FILINGS MADE BY SOVOS, THAT SOVOS IS PROVIDING TAX OR LEGAL ADVICE IN ANY MANNER IN CONNECTION WITH THE SERVICES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES THAT MAY ARISE BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. SOVOS EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO CONFIRM OR VERIFY THE FOLLOWING: (A) THE ACCURACY, TIMELINESS OR COMPLETENESS OF ANY GENERATED OR SUBMITTED PAYMENT OR FILING; AND (B) WHETHER THE FILINGS GENERATED OR SUBMITTED USING THE SERVICES SATISFY MERCHANT’S TAX OBLIGATIONS UNDER APPLICABLE LAWS.

20. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SOVOS SHALL HAVE NO LIABILITY TO MERCHANT ARISING FROM OR RELATING TO THESE SERVICE TERMS, ANY POWERS OF ATTORNEY, OR THE SERVICES PROVIDED, REGARDLESS OF THE FORM OF ACTION, FOR ANY AND ALL DAMAGES, DIRECT OR INDIRECT, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, INACCURATE DATA, LOSS OF DATA, OTHER TANGIBLE OR INTANGIBLE LOSSES OF ANY KIND, OR ANY PENALTIES OR INTEREST DUE TO TAXING AUTHORITIES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SOVOS’ ENTIRE LIABILITY TO MERCHANT ARISING IN CONNECTION WITH THE SERVICES EXCEED SIX MONTHS OF FEES PAID BY MERCHANT TO SHOPIFY FOR SHOPIFY TAX AUTOMATED FILING.

21. INDEMNIFICATION. Merchant agrees to indemnify, defend and hold harmless Sovos, its affiliates, and its and their respective employees, agents, suppliers, partners, officers, directors, independent contractors and service providers (each, a “Sovos Entity”), from and against all claims, suits, demands, losses, liabilities, damages, penalties, costs, actions and proceedings, including reasonable attorneys’ fees (collectively, “Claims”), to the extent that such Claim is based upon or arises out of: (i) Merchant’s breach of these Service Terms or the documents incorporated by reference; (ii) Merchant’s violation of any law or the rights of a third party; (iii) any unauthorized use of the Services, or any of Merchant’s actions or omissions relating to the Services; (iv) any liability we incur that results from Merchant’s use of the Services; or (v) any data uploaded by Merchant or on your behalf in connection with the Services.

22. Term and Termination.

a. These Service Terms are effective upon the date Merchant agrees to them (by electronically indicated acceptance of the Shopify Tax Automated Filing Terms of Service) and continue so long as Merchant uses the Services or until terminated by Merchant or by Sovos.

b. Merchant may terminate these Service Terms by disabling or turning off Shopify Tax Automated Filing by following the instructions in your Shopify account. Sovos may suspend or terminate your access to the Services or these Service Terms for any reason, without notice and at any time, including (i) if we suspect that Merchant has failed to comply with any of the provisions in these Service Terms; or (ii) upon request of Shopify. Termination of these Service Terms shall entitle Sovos to cause Shopify to terminate the Shopify Tax Automated Filing Terms of Service.

c. Sovos reserves the right to suspend or terminate Merchant’s access to the Services upon any actual, threatened, or suspected breach of these Service Terms or the Shopify Tax Filing Terms of Service or applicable law or upon any other conduct deemed by Sovos to be inappropriate or detrimental to the

d. Upon termination of the Services or these Service Terms, we will immediately discontinue Merchant’s access to the Services. Termination does not relieve Merchant of its obligations as defined in these Service Terms. The following sections of these Service Terms shall survive termination: Sections 1, 6, 11(a), 12, 13, 16, 19, 20, 21, 22, 26, 27.

e. Upon termination of the Services or these Service Terms, Merchant agrees: (i) to immediately cease Merchant’s use of the Services; (ii) that the license granted under these Service Terms shall end; and (iii) that we will not be liable to Merchant for any compensation, reimbursement, damages or otherwise in connection with your use of the Services, or any termination or suspension of the Services.

23. Modification of the Services. Sovos reserves the right to refuse to prepare a Return for any reason in its sole discretion. Sovos further reserves the right, from time to time to update, change, or revise the Services. All such updates, changes or revisions will be effective when made available in the Services and will be deemed part of the Services, for all purposes under this Agreement.

24. No Partnership. These Service Terms do not create a partnership, joint venture, agency, or fiduciary relationship between you and Sovos. You are responsible for seeking the assistance of a qualified legal, tax, or accounting professional, conducting your own due diligence and any tax policies and tax reporting positions taken.

25. Force Majeure. If Sovos is unable to perform any of its obligations because of any event beyond its reasonable control and foreseeability, including, without limitation, an act of God, war, utility or telecommunication failures (a “Force Majeure Event”), the obligations of Sovos under these Service Terms prevented by such Force Majeure Event will be suspended for the duration of the Force Majeure Event, provided that Sovos exercises reasonable efforts to resume performance of such obligations as soon as possible despite such Force Majeure Event. Both parties will use reasonable efforts to mitigate the effect of a Force Majeure Event.

26. Governing Law. These Services Terms shall be governed by and interpreted in accordance with the laws of the State of Georgia, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Georgia with respect to any dispute or claim arising out of or in connection with these Service Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Service Terms and is hereby expressly excluded.

27. Miscellaneous.

a. The failure of Sovos to exercise or enforce any right or provision of these Service Terms shall not constitute a waiver of such right or provision. If a court finds any portion of these Service Terms to be unenforceable or invalid, that portion of the Service Terms will be enforced to the fullest extent permitted by applicable law and the remainder of the Service Terms will remain valid and enforceable.

b. Merchant may not assign these Service Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without our prior written approval and any such attempted assignment shall be void. We reserve the right to freely assign these Service Terms and the rights and obligations hereunder, to any third party without notice or consent. Subject to the foregoing, these Service Terms shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

c. These Service Terms, including the documents it incorporates or otherwise references, constitutes the entire agreement between Merchant and Sovos regarding Merchant’s use of the Services and supersede any prior agreements regarding the Services between Merchant and Sovos.