Terms & Conditions

January 12, 2026

READ THIS CONTRACT CAREFULLY AS IT STATES FULLY OUR AND YOUR RIGHTS AND RESPONSIBILITIES IF YOU USE THIS WEBSITE OR PURCHASE ANY PRODUCTS AND/OR SERVICES FROM IT.

1. Introduction
2. Products And Services We Offer And/Or Sell
3. Websites covered by this Contract
4. Your Responsibilities
5. Member Account; Password and Security
6. Acceptance of this Contract of Use
7. Intellectual Property
8. Void Where Prohibited By Law
9. Indemnity
10. Payment
11. Privacy Policy
12. Warranties and Representations
13. Notice and Documentation of Defect
14. TERM AND TERMINATION
15. CONSTRUCTION OF CONTRACT
16. Termination
17. Force Majeure
18. Arbitration/Dispute Resolution
19. Specific Performance
20. Integration
21. Severability
22. Survival of Contract Terms
23. No Waiver
24. Assignment
25. Headings

1. Introduction

The Contract governs the relationship between Innosoft, Inc., its subsidiaries and affiliates (all of whom are heretofore referred to throughout the Contract as "Innosoft") on the one hand, and on the other hand, a) visitors to the Websites (as defined below), and b) customers who buy the products or services offered on the Websites. No one is permitted to use the Websites or our services without first agreeing to the Contract, which governs such use. Your use of any of the Websites or our services constitutes an acceptance of the Contract and all its terms and conditions.

THE CONTRACT CONTAINS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, RELEASES, A CLASS-ACTION WAIVER, AND THE REQUIREMENT TO ARBITRATE ANY AND ALL CLAIMS THAT MAY ARISE HEREUNDER AGAINST INNOSOFT, AS WELL AS ITS PARENT, SUBSIDIARIES, RELATED PARTIES, THIRD-PARTY SERVICE PROVIDERS AND MARKETING PARTNERS (COLLECTIVELY, “COVERED PARTIES”), WHO ARE EXPRESS THIRD-PARTY BENEFICIARIES OF THE MANDATORY ARBITRATION PROVISION. THE AFOREMENTIONED PROVISIONS ARE AN ESSENTIAL BASIS OF THE CONTRACT. NEW JERSEY STATE RESIDENTS ARE ENCOURAGED TO REVIEW THEIR RIGHTS UNDER THE CONTRACT, AS PROVIDED UNDER THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT WARRANTY AND NOTICE ACT (“TCCWNA”).

Innosoft may, in its sole discretion, change, modify, add or delete parts of the Contract from time to time, and any and all such shall become immediately binding upon their being displayed in this place or otherwise on the appropriate Website; provided, however, that any amendment or modification to the arbitration provisions, prohibition on class action provisions or any other provisions applicable to dispute resolution shall not apply to any disputes incurred prior to the applicable amendment or modification. All such are hereby incorporated by reference herein.

Users of the Websites may print or download the Contract, but may not copy it for use in another context. You may not change or terminate any of the provisions hereof, nor may they be waived, unless such is explicit, in writing and signed by Innosoft. The Contract shall not be construed to permit or authorize you access to any computer or other electronic systems, beyond the minimum necessary for the use of the Websites, and you agree not to access or copy such systems or data therein.

Innosoft may modify, suspend, or discontinue, temporarily or permanently, the Websites (or any part thereof) from time to time, for any or no reason and without notice. The information and materials contained on the Websites are subject to change. Innosoft may change its rates and fees from time to time at its sole discretion. You agree that Innosoft shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Websites or changes made in the information or materials, rates, and fees.

2. Products And Services We Offer And/Or Sell

Innosoft offers a number of websites (listed below as "Websites covered by the Contract" and hereinafter referred to as Websites. Innosoft reserves the right to approve and accept or reject your submissions at any time, and for any reason within its sole discretion. The products and services are not intended to be, nor are they available in, jurisdictions (countries, states, or other governmental entities) which may prohibit them. Innosoft provides software designed to permit the customer to input his/her data about the customer's tax situation and use it in accordance with current federal, state, and local governmental laws and regulations to prepare tax returns. No guarantee can be made as to the accuracy or completeness of customer data supplied, nor the currency of laws and regulations. Innosoft uses reasonable practices, as good or better than customary industry practices, to assure the accuracy, completeness, and currency of such laws and regulations, but is not liable for errors in its systems.

3. Websites Covered by this Contract

All websites offered by Innosoft, Inc. are covered by this Contract, (hereinafter referred to as "Websites") including, but not limited to:

rapidtax.com
priortax.com
rapidrefund.net
latetax.com
easytaxusa.com

4. Your Responsibilities

Users of the Websites have substantial obligations with respect to their own data and how they use their own computers and maintain security from their end. In addition, you must provide correct and honest information. You can't pretend to be someone who you are not. You must maintain appropriate security for your password, account number, and other information you file with us or receive from us regarding your account.

You are entirely responsible for obtaining access to the Websites and for paying all expenses involved in obtaining such access. You are also responsible to backup all of your data (including data given or received) regularly and in a reliable manner and have such backups conveniently available.

You agree that the information you provide about yourself is accurate, current and complete. Similarly, information that you provide about your tax situation must be accurate, current and complete in order for your taxes to be prepared properly.

You agree to abide by all applicable local, state and federal laws and regulations.

You alone are responsible for all acts or omissions that occur under your account or password.

If you have any claim that the Websites and Innosoft have not performed properly under the Contract, you agree to give us prompt notice (including a full explanation and documentation of the facts) and a reasonable opportunity to cure the problem.

5. Member Account; Password and Security

Innosoft may supply you with a password and account designation upon completing the Website registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to immediately notify Innosoft of any unauthorized use of your password or account, or any other breach of security of which you are aware, and to ensure that you properly close out of your account at the end of each session. Innosoft assumes no liability for any loss or damage arising from your failure to comply with this section.

6. Acceptance of this Contract of Use

I agree that I have given due consideration to this agreement and that I agree to its terms in full.

7. Intellectual Property

Trademarks:
RapidTax.com™
RapidTax.com™ design mark
RFS Rapid Tax & Financial Services™ word mark
PriorTax ™
Prior Tax™ word mark
PriorTax.com design mark™
LateTax.com™
Late Tax™ word mark

Innosoft, Inc. claims copyright to all material on its Websites and used in creating and operating its Websites that is subject to copyright, including, but not limited to, the "look and feel" of its websites, the underlying software, photographs, designs, drawings, text, graphics, icons of its websites, and their content.

This website, its look and feel, graphics, designs, words, titles, and phrases contained herein constitute trademarks, trade names, trade dress, and copyrights owned by Innosoft, Inc. or its affiliates (hereinafter referred to as "Intellectual Property"). The Intellectual Property is protected under the United States and international law

No license or permission to use is created by their use or accessibility on the Websites other than that which may be necessary to use the Websites and for the effectuation of the sale of services and products offered on the Websites. No use, copying, redistribution, reproduction, or modification of the contents of the Websites or any part thereof is permitted without the prior written approval of Innosoft, Inc. Violations may be subject to action under civil and criminal laws.

8. Void Where Prohibited By Law

Innosoft's products and services are intended to be offered only in those places where it is legal to do so. No offer is intended or made by virtue of this website in places where such offer or sale would be prohibited by law.

9. Indemnity

You agree to indemnify, save and hold harmless Innosoft, its affiliates, subsidiaries and their respective officers, directors, agents, representatives and employees, from and against any and all claims, causes of action, suits or proceedings, judgments, settlements, regulatory proceedings and investigations (whether governmental or non-governmental), liabilities, damages, interest, costs and expenses associated therewith, including, but not limited to reasonable counsel fees (including an allocation for in-house counsel fess) arising out of, relating to, or in connection with, (i) data you submit, post to or transmit through the Websites; or (ii) your violation of any rights of any other person in connection with a Website; or (iii) your violation of the intellectual property rights of Innosoft or third parties, including amounts expended in pursuing rights under this clause against you. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right to employ separate counsel and assume the exclusive defense and control of any matter subject to indemnification by you.

10. Payment

We accept American Express, Diners Club, Discover, JCB, MasterCard, Visa, and Visa Check Cards. If you are receiving a tax refund, we also accept payment from your tax refund, but only for returns that are eligible for electronic filing to the IRS. This payment from tax refund option is a bank product offered by Santa Barbara Tax Products Group, using the banking services of Santa Barbara Tax Products Group..

We do not currently accept international wire transfers, PayPal, or Smart Cards. Additionally, the option to pay directly from your bank account is currently unavailable. We are unable to apply manufacturer's coupons, food stamps, or any other payment method not listed above.

11. Privacy Policy

The Privacy Policy of Innosoft is incorporated herein by reference. Click here to view the Privacy Policy that is part of the Contract.

12. Warranties and Representations

Warranties and Representations Generally:
THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, SERVICES, SOFTWARE, OR EQUIPMENT PROVIDED UNDER THIS AGREEMENT. The only warranties given under this Agreement are those specifically labeled as such by express language in writing.

ALL PRODUCTS AND SERVICES OFFERED ON THE WEBSITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH NO WARRANTIES WHATSOEVER. OTHER THAN AS PROVIDED IN THIS CLAUSE, INNOSOFT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE OF THE WEBSITES OR THE PRODUCTS OFFERED OR SERVICES PERFORMED, AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY AND/OR LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER, INCLUDING THIRD PARTY CLAIMS.

Warranties and Representations Specifics:
In further elucidation of, but not in limitation of, the general disclaimers of warranty and representations contained in the Contract, we offer the following:

A) Innosoft is not responsible for breaches of your privacy or the confidentiality of your information that are caused by you.

B) Innosoft makes no guarantees, representations, or warranties as to your access to or continuity of use of Innosoft Websites, or the availability of the Websites at their respective addresses at all times. There may be interruptions of service for many different reasons.

C) Innosoft does not provide legal or tax advice. Innosoft provides you with access to materials which enable you to form your own judgments as to how to handle your own tax filings. Any information provided by Innosoft on its website or which may be sent to you (including, but not limited to newsletters, electronic mail or via telephone), are provided for informational and educational purposes only and are not intended to provide legal, investment, tax or accounting advice and should not be relied upon in that regard. For complicated tax situations, Innosoft suggests that you seek professional advice from lawyers or accountants.

D) In view of technical difficulties which may arise in the maintenance of a website and the information provided and data stored and utilized therein, Innosoft will use its reasonable efforts to include up-to-date and accurate information in this site, but all PRODUCTS AND SERVICES OFFERED ON THE WEBSITES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO WARRANTIES WHATSOEVER. Innosoft is not responsible for technical difficulties, regardless of their origin, including but not limited to the deletion, mis-delivery, or untimely delivery of any data, or failure to store any data, user communications, or personalization settings, or the timeliness, sequence, quality, accuracy, content, completeness, legality, reliability, operability or availability of information or material contained on the Websites. OR Innosoft does not warrant that its Software, Documentation, Third Party Software, or Third Party Documentation and/or equipment will be free from minor bugs or errors, or that such will run uninterrupted. However, Innosoft shall use reasonable efforts during the Warranty Period to correct any bugs or errors that may occur in the Innosoft Software or Third Party Software when used in accordance with the specifications and any other applicable documentation, therefore.

E ) INNOSOFT DISCLAIMS ANY WARRANTIES FOR THE SECURITY, ACCURACY, SEQUENCE, RELIABILITY, TIMELINESS, COMPLETENESS, OPERABILITY, OR AVAILABILITY OF INFORMATION AND PERFORMANCE OF THE PRODUCTS AND SERVICES OR MATERIAL OFFERED ON THE WEBSITES.

F) INNOSOFT AND ITS DATA PROVIDERS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE WEBSITE, AS WELL AS FOR ANY INFORMATION RECEIVED THROUGH THE WEBSITE OR THROUGH ANY LINKS PROVIDED ON A WEBSITE.

G) Innosoft shall not have any liability for: a) any claim of patent, trademark, or copyright infringement, or unfair competition, misappropriation, or theft or mis-use of trade secrets based upon the interconnection or use of the Websites or based upon the use in any manner for which the goods or services or part thereof was not designed; b) accident, abuse, modification, improper or inadequate use or maintenance by you; c) your failure to use updated services, including error corrections and updates, provided by Innosoft.

H) No representation or warranty is made by Innosoft that the software and/or technology associated with the Websites and the products and/or services offered by Innosoft is/are free of infection or viruses, worms, Trojan Horses, or other code or defects that manifest contaminating or destructive properties.

Remedies and damages
LIABILITY LIMITS THE TOTAL MONIES PAID UNDER THE CONTRACT ARE NOT ADEQUATE TO COVER THE RISKS OF LIABILITY THAT HAVE ACCRUED TO INNOSOFT HEREUNDER. THEREFORE, INNOSOFT SHALL NOT BE LIABLE FOR ANY:

(I) DAMAGES (REGARDLESS OF THEIR NATURE), INCLUDING, BUT NOT LIMITED TO: (A) SPECIAL, INDIRECT, INCIDENTAL, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO INNOSOFT's PERFORMANCE OR NON PERFORMANCE OF THE CONTRACT; AND/OR (B) DAMAGES ARISING FROM ANY LOST OPPORTUNITIES, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, LOSS OF REFUNDS OR THE INCURRING OF ADDITIONAL TAXES, DAMAGE TO EQUIPMENT, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, AND CLAIMS AGAINST YOU BY ANY THIRD PARTY, EVEN IF INNOSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

(II) PERSONAL INJURY OR PROPERTY DAMAGE, UNLESS CAUSED BY INNOSOFT’S KNOWING AND DELIBERATE WRONGDOING, OR GROSS NEGLIGENCE, WHETHER OR NOT DENOMINATED TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY;

(III) DAMAGES (REGARDLESS OF THEIR NATURE) CAUSED BY YOUR NEGLIGENCE OR FAILURE TO FULFILL YOUR OBLIGATIONS UNDER THE CONTRACT;

(IV) DAMAGES THAT ARISE OUT OF OR IN CONNECTION WITH THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY REGISTRATION DATA, ACCOUNT AND/OR OTHER PERSONALLY IDENTIFIABLE OR NON-PERSONALLY IDENTIFIABLE INFORMATION THAT WAS COLLECTED BY AND/OR THROUGH THE WEBSITES, OR OTHER INNOSOFT OFFERINGS INCLUDING, WITHOUT LIMITATION, SEARCH TERMS ENTERED ON THE WEBSITES, WEBSITE REFERRERS, DEVICE TYPES (DESKTOP, MOBILE, TABLET, ETC.), BROWSER TYPES, WEBSITE PAGES VISITED, TIME SPENT ON EACH WEBSITES PAGE, NAVIGATION PATH THROUGH THE WEBSITES, AND/OR ANY ACTION TAKEN ON THE WEBSITES, INCLUDING CLICKS, DOWNLOADS, PURCHASES, FORM SUBMISSIONS AND ADD TO CART/ABANDONED CART ACTIONS; AND/OR

(V) DAMAGES THAT ARISE OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITES OR THE PRODUCTS OFFERED OR SERVICES PERFORMED OR FOR ANY DELAY OR FAILURE BY INNOSOFT TO PERFORM ITS OBLIGATIONS UNDER THE CONTRACT.

INNOSOFT'S LIABILITY TO YOU FOR DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE NO MORE THAN THE TOTAL MONIES ACTUALLY PAID BY YOU TO INNOSOFT UNDER THE CONTRACT, OR ONE THOUSAND DOLLARS ($1,000.00), WHICHEVER IS GREATER.

CLAIMS MUST BE MADE WITHIN EIGHTEEN MONTHS FROM THE DATE OF PAYMENT OR FROM THE EARLIEST TIME YOU KNOW OR SHOULD HAVE KNOWN A PROBLEM MAY EXIST.

13. Notice and Documentation of Defect

Innosoft strives to deliver the highest quality service that we can. You agree you will work with us if you are dissatisfied in any way. BEFORE YOU DO ANYTHING ELSE, PLEASE CONTACT US! GIVE US NOTICE! TELL US WHAT THE PROBLEM IS! Give us a chance to fix it! Innosoft will attempt to resolve the problem. If you give us a reasonable chance to fix it and you are still not satisfied, then you may assert your remedies under the Contract.

You shall provide Innosoft with written notice, promptly after you learn of any problem as to which you claim Innosoft has, together with such details as are available to you, to enable Innosoft to understand the issue.

Any notice under this Contract shall be given to Innosoft in two ways as to each notice required:
1. By e-mail to the following e-mail address and
2. By U. S. Post Office Certified or Registered mail, return receipt requested to

Innosoft, Inc.
9595 Six Pines Drive Suite 8210,
The Woodlands, 77380

14. TERM AND TERMINATION

The Contract is in force indefinitely but subject to change by Innosoft at any time.

Innosoft may, within its sole discretion, refuse service to anyone at any time, and/or bar them from the website, or may cancel existing access to the Websites.

Termination or expiration of the Contract shall not relieve either party of its obligations under the Contract arising out of paragraphs 1, 3, 4, 5, and 8.

15. CONSTRUCTION OF CONTRACT

The rights and obligations of the Contract govern the legal relationship among the parties and take precedence over any statements that may be contained in the Websites or in any communications from Innosoft unless those communications are from an officer specifically authorized to make changes to the Contract.

16. Termination

Upon your breach of any of the terms herein Innosoft may, within its sole discretion, suspend or terminate any of your accounts, prohibit your present and/or future access to or use of its websites or any part thereof. Termination occurs when we finish providing our services to you. You can terminate at any time. In the event that you wish to terminate these terms of use, you agree to notify us of such termination by sending notice according to clause above (Item # 13).

17. Force Majeure

Innosoft shall not be liable for disruption, failure, or delay in the performance (such excuse shall operate to the extent by which performance is prevented thereby) of the Contract arising from any of the following: act of God, storms, floods, fires, explosions, or other catastrophes; act of war (declared or undeclared), riot or revolution, act of a public enemy, terrorism, civil insurrection; strikes, lockouts, labor unrest, or sabotage disputes); government action (foreign or domestic), including but not limited to laws, regulations, rules, ordinances, orders, embargoes and which unavoidably and directly prevent performance hereunder; act or failure to act of the other party hereto, or its subcontractors; epidemic or quarantine; any other cause beyond the reasonable control of Innosoft.

18. Dispute Resolution Provisions: Arbitration and Class Action Prohibition

The Contract shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles) and any proceeding arising in connection with the Contract may only be brought under the statutes and common law of the State of New York. The parties (and Covered Parties) hereby agree to arbitrate all claims that may arise under the Contract. Without limiting the foregoing, should a dispute arise between you and either Innosoft or any Covered Party concerning the Websites, the content contained therein, the products featured therein the acts and/or omissions of Innosoft, the terms and conditions of the Contract or the breach of same by any party hereto: (a) each party agrees to submit their dispute for resolution by arbitration before JAMS, in accordance with the then current General Arbitration Rules & Procedures of JAMS; provided, however, that Innosoft reserves the right to require that any and all user claims be combined and conducted under the JAMS Mass Arbitration Procedures and Guidelines where there are seventy-five (75) or more arbitration demands pending against Innosoft that are similar to the demand for arbitration submitted by you; and (b) you agree to first commence a formal dispute proceeding by completing and submitting an Initial Dispute Notice which can be found here. The applicable Covered Party(ies) named in the arbitration proceeding (collectively, the “Named Parties”) may choose to provide you with a final written settlement offer after receiving your Initial Dispute Notice (“Final Settlement Offer”). If the applicable Named Party(ies) provide(s) you with a Final Settlement Offer and you do not accept it, or such Named Party(ies) cannot otherwise satisfactorily resolve your dispute and you wish to proceed, you must: (i) provide Innosoft with proof that you accessed a Website and provided consent to the Contract; and, thereafter (ii) submit your dispute for resolution by arbitration before JAMS, in your county of residence, by filing a separate Demand for Arbitration, which is available here. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone or based only on submissions. If the arbitrator awards you relief that is greater than the applicable Final Settlement Offer, then the applicable Named Party(ies) will pay all filing, administration and arbitrator fees associated with the arbitration and, if you retained an attorney to represent you in connection with the arbitration, the applicable Named Party(ies) will reimburse any reasonable attorneys’ fees that your attorney accrued for investigating, preparing and pursuing the claim in arbitration. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Although the Named Parties may have a right to an award of attorneys’ fees and expenses if they prevail in arbitration, the Named Parties will not seek such an award from you unless the arbitrator determines that your claim was frivolous. To the extent permitted by law, and other than where Innosoft requires same as set forth above, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Innosoft, any Covered Party(ies), and/or their respective employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney’s fees and court costs that Innosoft and/or the applicable Named Party(ies) incur(s) in seeking such relief. This provision prohibiting you from bringing, joining or participating in class action lawsuits: (A) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (B) is an independent agreement. You may opt-out of these dispute resolution provisions by providing written notice of your decision within thirty (30) days of the date that you first access a Website.

19. Specific Performance

It is understood and agreed that money damages may not be a sufficient remedy for the breach of the Contract and that therefore, Innosoft shall be entitled, in addition to any other available remedy or relief, to specific performance and injunctive or other equitable relief as a remedy for any such breach, and you further agree to waive any requirement for the security or posting of any bond in connection with such remedy.

20. Integration

The Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces any previous oral or written arrangements or understandings relating thereto. Only an officer of Innosoft is authorized to execute a writing to modify the Contract on behalf of Innosoft.

21. Severability

If any provision of the Contract is determined to be illegal or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of the Contract shall not render invalid the remainder of the Contract. Any such modification or deletion shall apply only within the jurisdiction of a court imposing the same.

The parties hereto intend that the Contract shall operate to the fullest extent possible under the law, but that in the event any part hereof is deemed illegal or unenforceable, the parties intend and hereby agree that the Contract should be interpreted to retain as much as possible of its provisions in accordance with its intent as expressed herein.

22. Survival of Contract Terms

The rights and obligations of the parties hereto, set forth herein, shall where applicable, survive and continue after expiration or termination hereof and shall bind the parties hereto and their successors and assigns.

23. No Waiver

No single or repeated waiver of any default by Innosoft for any period of time shall be construed as a continuing waiver, and Innosoft shall retain its rights hereunder, including the right to terminate. The failure of Innosoft to require strict performance of any provision of the Contract or any right hereof shall not be construed as a waiver of any such provision or right.

24. Assignment

Neither the rights, duties or obligations of the Contract may be assigned, transferred or delegated by you, without the prior written consent of Innosoft and any such attempted assignment, transfer or delegation shall be null and void. Innosoft may assign the Contract without your consent.

25. Miscellaneous Headings

The headings contained herein are for convenience only and shall have no legal or interpretive effect.