Avalara Site Terms of Use

Last Updated December 15, 2015

 

Welcome to this Avalara website! Avalara provides this website and the related websites (the “Sites“), including all Content and services on the Sites, as a service to our users. Your use of the Sites is subject to the following conditions (the “Site Terms“).

 

Please read these Site Terms carefully.  These Site Terms are a legal agreement between Avalara, Inc. and its affiliates (collectively, “Avalara”) and you, and the Site Terms govern your use of the Sites. By accessing or using the Sites, you agree to be bound by these Site Terms and all terms incorporated by reference.  If you do not agree to all of these terms, you must not access or use the Sites.

 

We periodically update these Site Terms, so you must regularly review them.  We will post the effective date of any updates at the beginning of these Site Terms.  By continuing to use the Sites after an update, you agree to the terms of the update.

 

  1. Additional Terms. Avalara offers some additional software and services on the Sites under specific terms and conditions (for example, the Avalara Terms of Use available at www.avalara.com/terms) that are applicable to such software and services. Such terms and conditions are referred to herein as the “Additional Terms“, and your use of such software and services is governed by those specific Additional Terms.  In the event that there is any conflict relating to the use of such software or services between these Site Terms and the applicable Additional Terms, the Additional Terms will govern.  If no Additional Terms apply to the services, then these Site Terms, in particular Section 2 below, govern your use of the services.

 

  1. Site Services. Some of the Sites offer paid services for which there are no Additional Terms.  Such services are referred to herein as the “Site Services” and the terms of these Site Terms govern our offering of, and your use of, the Site Services.  By purchasing access to the Site Services, you agree to (a) pay the applicable service fees for such Site Services and (b) use such Site Services in compliance with any documentation provided to you by Avalara that is applicable to the Site Services.  Avalara may terminate your use of the Site Services at any time, for any or no reason, and without prior notice.  In the event that Avalara terminates your access to the Site Services, your sole remedy for such termination will be the refund of the pro-rata amount (if any) of any prepaid amounts for Site Services that you had not yet used at the time of termination.   In the event that we modify these Site Terms, such modification will be effective for your use of the Site Services at the beginning of the next billing period for the applicable Site Services that begins at least 14 days after the date of the updated Site Terms.   If you do not agree to such changed terms, you must contact us to terminate your use of the Site Services prior to the date that the updated Site Terms become effective for you.

 

  1. No Professional Tax Opinion And Advice. You acknowledge Avalara does not provide professional tax opinions or tax management advice specific to the facts and circumstances of your business and that your use of the Site Services of the Content does not create any fiduciary obligations on the part of Avalara to you. Although Avalara strives to ensure that data and information contained in the Services are current and accurate, Avalara is dependent on third parties, including, but not limited to, state and local governmental agencies, to timely update and provide information that affect such data and information. AS SUCH, YOU AGREE THAT YOU USE AND RELY UPON THE CONTENT AND SERVICES AT YOUR OWN RISK AND YOU ACKNOWLEDGE THAT AVALARA CANNOT GUARANTEE THAT ANY DATA AND INFORMATION CONTAINED IN THE SERVICES ARE ACCURATE OR CURRENT. In addition, due to rapidly changing tax rates and regulations that require interpretation by your qualified tax professionals, you bear full responsibility to determine the applicability of the output generated by the Site Services and to confirm its accuracy. You are encouraged to conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice.

 

  1. Rights. You are granted a limited, nonexclusive, nontransferable, revocable license to access and use the Sites solely in accordance with these Site Terms. As a condition of your use, you warrant to Avalara that you will not use the Sites for any unlawful or prohibited purpose.  You shall not use the Sites in a way that could damage, disable, overburden, or otherwise impair them or interfere with any other party’s use.  You shall not obtain or try to obtain any materials or information that we have not intentionally made available to you.  We do not grant you license, express or implied, to any Avalara intellectual property except as specifically authorized by these Site Terms.  Avalara reserves the right, in our sole discretion, to (a) revise the Content available on the Sites; (b) impose rules for and limits on use of, or access to, the Sites; (c) restrict your access to part, or all, of the Sites without notice; or (d) change, suspend, or discontinue any aspect of the Sites.  We will not be liable to you or to any third party for taking any of the actions listed in (a)-(b) above.  We reserve the right to revoke your access at any time for any reason, including as a result of a violation of these Site Terms, without notice.

 

  1. All material on the Sites, including information, data, software, photographs, graphs, videos, text, graphics, music, sounds, compilations, and any other content (collectively, the “Content“) is the property of Avalara or our third party content suppliers and is protected by United States and international copyright laws.  You shall use the Content solely for the uses specifically authorized on the Sites and you will make no other use of it without Avalara’s express written permission.  Except as specifically authorized, you shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit the Content.  The Content is not for resale. You shall not delete or alter any proprietary rights or attribution notices in the Content.   Avalara does not claim copyright for information provided by governmental agencies, but to the extent a compilation of that information was created by Avalara, Avalara owns the rights to that specific compilation.

 

  1. Trademarks. The names, logos, graphics, brands, and icons on the Sites are Avalara’s trademarks or trade dress in the United States and other countries.  Our trademarks and trade dress shall only be used in connection with our products and services.  You are granted a limited, nonexclusive, nontransferable, revocable license to use our trademarks and trade dress solely in strict accordance with these Site Terms.  You shall not use our trademarks or trade dress in connection with any products or services that are not Avalara’s in a way that is likely to cause confusion among consumers or that disparages or discredits Avalara.  Any other trademarks on the Sites are the property of their respective owners, and may or may not be affiliated with Avalara.

 

  1. Avalara’s Privacy Policy is available at https://www.avalara.com/privacy-policy.  You agree to be bound by the terms of the Privacy Policy and any changes to it and agree that Avalara may use and maintain your data in accordance with that Policy.

 

  1. Communications. When you visit the Sites or send electronic messages to us, you are communicating with us electronically. Avalara may be required by law to send you communications about the Sites or third party products or services and will do so in accordance with its Privacy Policy.  By registering for an account, sending us an electronic message, or otherwise communicating with us, you have agreed to communicate with us electronically, which may include receiving emails from Avalara or its partners. You may withdraw your consent at any time by sending an opt-out or unsubscribe notice.

 

  1. Account Password and Security. If any part of the Sites requires you to open an account, you must complete the registration process by providing current, complete, and accurate information as prompted by the applicable registration form. You also may be asked to choose a password and a username. You are solely responsible for maintaining the confidentiality of your password, username, and other account information. Furthermore, you are solely responsible for all activities that occur under your account and will be held liable for losses or damages incurred by Avalara or another party due to someone else using your account or password. You agree to notify Avalara immediately of any unauthorized use of your account or any other breach of security. Avalara will not be liable for any loss or damages that you may incur as a result of someone else using your password or account. You shall not use anyone else’s account at any time without the permission of the account holder.

 

  1. No Unlawful or Prohibited Use. You shall not use the Sites for any purpose that is unlawful or prohibited by these Site Terms. This prohibition includes, but is not limited to, using the Sites in a manner that could damage, disable, overburden, or impair any Avalara server, or the networks connected to any Avalara server, or interfere with any other party’s use and enjoyment of any of the Sites. You shall not attempt to gain unauthorized access to the Sites, other accounts, computer systems, or networks connected to Avalara through hacking, password mining, or any other means. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Sites. You shall not use the Sites to, nor permit any third party to:  (a) promote your offerings or services (commercial or otherwise); (b) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others or publish, post, upload, or distribute any information that would result in the same; (c) download, upload, or otherwise make available materials, software, or information that is not legally yours and without permission of the intellectual property rights owner or (d) impersonate someone else or falsely represent your identity or qualification, or to breach another’s privacy.

 

Avalara has no obligation to monitor the Sites. However, you acknowledge and agree that Avalara has the right to monitor the Sites from time to time and to collect and/or disclose any information as necessary or appropriate to (i) satisfy any law, regulation, or other governmental request, (ii) to operate the Sites properly, (iii) to optimize the Sites and/or Avalara’s business operations, or (iv) to protect Avalara, its users, or its customers.

 

  1. Communication Forums. The Sites may contain e-mail services, community forums, or other social features to exchange information with other users of the Sites (collectively, “Communication Forums”). If you use the Communication Forums, you must act respectfully in your interactions with others, and you shall not use the Communication Forums for any prohibited activities. Do not disclose any content or information that you do not wish to make public.   Please note that certain Communication Forums may be operated by third party service providers, and the specific terms and conditions of those third party service providers may govern your use of the Communication Forums.

 

  1. Notice and Takedown. If you believe that your copyrightable material has been infringed by a third party using the Site, please send a notice to Avalara’s copyright agent, including the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed upon; (3) a description of where the material that you claim is infringing is located on the Sites; (4) your address, telephone number, and e-mail address; (5) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Avalara’s Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows: by written notice to Avalara, Inc.,
Attention: Legal, 1100 2nd Avenue, Suite 300, Seattle, WA 98101, or by e-mail to legal@avalara.com.

 

  1. User Generated Content. By sharing, submitting or uploading any of your data, feedback, suggestion, comments, or ideas (“User Data”) in any way, you grant Avalara a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, prepare derivative works of, display, and perform your User Data in any legal manner for our sole benefit, including in future modifications of the Sites, other products or services, and in advertising and marketing materials. You acknowledge and agree that you are solely responsible for all the User Data that you make available through Avalara. Accordingly, you represent and warrant that: (a) you have all rights, licenses, consents, and releases necessary to grant Avalara the required rights to disseminate any User Data, (b) neither your User Data nor your posting, uploading, publication, submission, or transmittal of this User Data or Avalara’s use of your User Data will infringe, misappropriate or violate a third party’s’ patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights or rights of publicity or privacy or result in the violation of any applicable law or regulation.

 

  1. Disclaimer of Warranties and Limitation of Liability. THE SITES AND THE CONTENT ARE MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, AVALARA DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. AVALARA SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT ANY GOVERNMENTAL INFORMATION (INCLUDING, BUT NOT LIMITED TO, INFORMATION REGARDING TAX RATES OR THE APPLICABILITY OF CERTAIN TAXES) ARE ACCURATE, CURRENT, OR APPLICABLE TO YOU OR YOUR BUSINESS.  THE REMEDIES DESCRIBED IN THIS SECTION ARE YOUR ONLY REMEDIES FOR ANY BREACH OF WARRANTY OR ANY OTHER CLAIM.  AVALARA’S TOTAL LIABILITY ARISING OUT OF THE SITES, WHETHER ON WARRANTIES, CLAIM OF NEGLIGENCE, OR OTHERWISE, SHALL NOT IN ANY CASE EXCEED THE COST PAID BY YOU TO ACCESS THE SITES OR $50, WHICHEVER IS LESS, AND AVALARA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.

 

  1. Links to Third Party Sites. Certain links on the Sites may take you to third-party websites. Avalara provides these links only as a convenience to you and the use by Avalara of such links does not imply any warrant or endorsement of the third party, its products, services or its site.

 

  1. Applicable Law, Jurisdiction, Venue. The laws of the State of Washington will govern these Site Terms and your use of the Sites, without regard to any conflict of laws provisions that would result in the application of the laws of any other forum. In the event of any dispute relating to or arising out of the Sites, the Content, or these Site Terms, both you and Avalara agree to personal jurisdiction in, and exclusive venue of, the state and federal courts located in King County, Washington.