Avalara CloudConnect Terms and Conditions
Effective as of February 17, 2017
These Avalara CloudConnect Terms and Conditions (“CC Terms”) govern Customer’s access to and use of Avalara CloudConnect hardware and service. These CC Terms are in addition to and incorporate by reference the Avalara Terms and Conditions available at www.avalara.com/legal/terms (the “Terms”). Any capitalized terms used in these CC Terms and not defined shall have the meaning given in the Terms.
1. The Appliance. Avalara will deliver or cause to be delivered the hardware appliance described in the applicable Sales Order (the “Appliance”). As between Avalara and Customer, title to the Appliance will be retained by Avalara. The Appliance, the software contained on the Appliance, and the software connections between the Appliance and Avalara’s systems are “Avalara Technology”, as defined in the Terms.
2. Limited License. Avalara grants Customer a limited, revocable, non-transferrable, non-sublicensable right and license to (i) the software contained in the Appliance and the set of APIs that connect to Avalara AvaTax (collectively, the “Software”) through the Appliance for Customer’s internal use, solely in object code form; and (ii) the Documentation for the purpose of supporting Customer’s use of the Software or Appliance. Customer will not use, copy, modify, or transfer the Software, in whole or in part, and shall not reverse engineer, disassemble, decompile or translate the Software, or otherwise attempt to derive the source code of the Software or other code or information on the Appliance. As between Avalara and Customer, Avalara retains ownership of all right, title, and interest in and to the Documentation and Software and reserves all rights not expressly granted to Customer.
3. Delivery. Avalara or its suppliers will bear the risk of loss to the Appliance while in transit to the location that Customer has designated in the applicable Sales Order. Customer will bear the risk of loss to the Appliance while deployed or used at Customer’s designated location.
4. Installation. Avalara will provide Documentation with the Appliance. Customer will be responsible for installing and using the Appliance at its designated location(s) in accordance with the Documentation. Customer shall ensure the Appliance is enabled at all times. Customer may deploy and use the Appliance only at designated locations. Customer may not relocate, remove, or transfer the Appliance to any Customer location not set forth in the applicable Sales Order absent Avalara’s prior written authorization.
5. Beta Testing, Evaluation, and Demonstration Software. If Customer acquired an Appliance for trial or evaluation purposes or has been provided Software for demonstration or for beta testing purposes, Customer is permitted to use the Software for beta testing, trial, evaluation or demonstration (i.e. non-production) for a 30-day period, or until Customer accepts and agrees to these Terms, whichever is later. Customer will not disclose the results of any beta testing or evaluation to third parties without Avalara’s prior written consent. Customer will return all Beta Appliances immediately upon receipt of production Appliances. APPLIANCES AND SOFTWARE PROVIDED FOR BETA TESTING, TRIAL, EVALUATION OR DEMONSTRATION PURPOSES ARE PROVIDED “AS IS”, FREE OF CHARGE, AND WITHOUT WARRANTY OF ANY KIND.
6. Return of Appliance. Upon termination or expiration of this Agreement, Customer will return all Appliances to Avalara or its designees within 30 days of the termination date and in the manner specified by Avalara. Subscription charges will continue through the month in which the Appliance is received at Avalara’s or its designee’s location.
7. Representations and Warranties. In addition to the warranty exclusions in the Terms, Avalara’s warranties do not apply to problems that arise from: (i) accident or neglect by Customer or any third party; (ii) installation, operation, or use not in accordance with Avalara’s instructions or the applicable Documentation; (iii) use in an environment, in a manner or for a purpose for which the Software or Appliance was not designed; (iv) modification, alteration, or repair by anyone other than Avalara or its authorized representatives; or (v) Customer’s failure to ensure the Appliance is enabled. Avalara has no obligation whatsoever for any Software or Appliance that is installed or used beyond the licensed use, or that has had its original identification marks altered or removed. In the event of termination of these CC Terms, this Section 6 will survive.