Qualia 1099 TIN Validation Terms

The following Qualia 1099 TIN Validation Terms (these “Terms”) apply when Customer enables, uses, and/or accesses Qualia’s 1099 tax identification number (TIN) matching and reporting feature (the “Feature”). These Terms supplement the Master Agreement between Customer and Qualia Labs, Inc. and are incorporated by reference (the “Agreement”), which governs where these Terms are silent. Customer acknowledges and agrees that the Feature is a Trial Service, as defined by the Agreement. If Customer does not agree to these Terms, Customer must not enable, use, and/or access the Feature.

By Customer enabling, using, and/or accessing the Feature, Customer acknowledges and agrees to the following:

1. Customer shall use its own IRS e-Services account under the Internal Revenue Service’s TIN Matching Program (the “Program”) and is solely responsible for obtaining and maintaining such account and Program enrollment, including without limitation all associated registrations, users, and credentials, as well as for its compliance with all applicable Program terms and requirements.

2. Customer represents and warrants it has secured all necessary consents, permissions, rights, and authorizations from each payee (whether an individual or an entity) allowing Customer (a) to collect and use payee's full name and TIN (“Taxpayer Information”) for tax reporting purposes, and (b) disclose such Taxpayer Information to Qualia for purposes contemplated herein. Customer further represents and warrants that any Authorized User enabling, using, and/or accessing the Feature has authority to act on behalf of Customer.

3. Customer authorizes and directs Qualia to submit or otherwise disclose Taxpayer Information to the Program and the Internal Revenue Service (IRS) on Customer's behalf, under Customer’s own Program account, and to return Program results to Customer. Accordingly, any account credentials or access Customer provides or connects to enable this functionality may be used by Qualia in order to provide the Feature to Customer.

4. Customer may submit Taxpayer Information to the Feature and use the Program results provided by the Feature solely for its own tax information reporting and backup-withholding compliance purposes.

5. The Feature returns only an indication of whether submitted Taxpayer Information matches IRS records. Results are provided to Customer “as is” and “as available” without warranty of any kind. Qualia does not verify any person's identity, does not provide tax, legal, or compliance advice, and is not responsible or liable for the results or output of the Feature and/or the Program or for Customer's information returns. Customer remains solely responsible for the accuracy and completeness of its tax filings and submitted Taxpayer Information, and for any penalties resulting therefrom, and shall indemnify, defend, hold Qualia and its officers, directors, employees, agents, successors and assigns, harmless from and against any Losses that arise from or relate to its tax filings and Taxpayer Information.

6. The Feature depends on the continued availability of the Program and may be suspended or modified if IRS (or other applicable vendor) access or Program (or applicable vendor) terms change. The Feature is additionally dependent on Customer’s continued enrollment in, and access to, the Program; Qualia is not responsible for Customer’s inability or failure to use the Feature due to lapsed, suspended, or misconfigured Program accounts, credentials, or authorizations.

7. Qualia may modify these Terms from time to time by posting the updated terms within the Services or Qualia’s website or by providing other reasonable notice. Customer's continued use of the Feature after the effective date of any such modification constitutes Customer’s acceptance of the modified Terms. If Customer does not agree to the modified Terms, its sole remedy is to immediately cease using the Feature.