Avalara MTD Filer Terms and Conditions
Last Updated November 1, 2018
These Avalara MTD Filer Terms and Conditions (these “Terms”) constitute a binding agreement between Avalara Europe Limited, a private limited company, and its Affiliates (“Avalara”) and the person or entity who installs the MTD Filer and its agents (“Customer”) (each, a “Party”) under which Avalara provides Customer access to Avalara’s MTD Filer. By installing or using the MTD Filer, Customer agrees to be bound by these Terms and all terms incorporated by reference. If Customer does not agree to all of these Terms, it must not install or use the MTD Filer.
a. “Avalara Technology” means the technology and intellectual property used in providing the MTD Filer, including computer software programs, websites, networks, and equipment, and any content.
b. “Customer Data” means any information uploaded to Avalara’s systems by Customers or provided by Customer in connection with its use of the MTD Filer, including any Personal Data and the resulting Customer unique output that is generated by the MTD Filer when processing the uploaded information.
c. “MTD Filer” means the Avalara Technology, delivered via a Microsoft Excel add-in, for preparing and filing VAT returns.
d. “Personal Data” means any information of an individual person that can be used to identify that person and that is protected by law.
e. “Return(s)” means a VAT return or other filing prepared with the assistance of MTD Filer.
f. “Tax Professionals” means tax preparers who are authorized by clients to prepare Returns on their clients’ behalf for a fee.
2. License Grant, Restrictions, Rights Reserved
a. License Grant. Subject to these Terms, Avalara grants Customer a limited, non-assignable, nontransferable, nonexclusive, worldwide, object code license to install and use the MTD Filer solely for Customer’s internal business operations. “Internal business operations” include the preparation and filing of Returns. Avalara reserves all other rights, including, but not limited to, those specified below.
b. License Restrictions
i. Avalara does not grant Customer a license, express or implied, to any Avalara intellectual property except as specifically authorized by these Terms.
ii. Customer shall only use the MTD Filer as set forth in these Terms, and not for the benefit of any third party unless expressly permitted by these Terms. Customer shall not (a) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from the MTD Filer; (b) reproduce, modify, create, or prepare derivative works of the MTD Filer; (c) distribute or display the MTD Filer; (d) share, sell, rent, lease, sublicense, or otherwise distribute access to MTD Filer, or use MTD Filer to operate any timesharing, service bureau, or similar business; (e) alter, destroy or otherwise remove any proprietary notices within the MTD Filer; or (f) disclose the results of any benchmark tests to any third parties without Avalara’s prior written consent.
c. Rights Reserved by Avalara. Avalara reserves the right, in its sole discretion, to (i) revise the MTD Filer; (ii) impose rules for, limits on use of, or access to, the MTD Filer; (iii) restrict Customer’s access to part, or all, of the MTD Filer without notice; or (iv) change, suspend, or discontinue any aspect of the MTD Filer. Avalara will not be liable to Customer or to any third party for taking any of the actions listed in (i)-(iv) above. Avalara may terminate Customer’s use of the MTD Filer at any time, for any or no reason, and without prior notice. The MTD Filer is the property of Avalara or its third-party content suppliers and is protected by United States and international copyright and trademark laws. 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.
3. Customer’s Obligations
a. Review Data and Returns and Properly Configure the MTD Filer. In addition to all other obligations specified in these Terms, Customer shall carefully review all data input into the MTD Filer directly or imported from any other application, service, or site to ensure the accuracy and completeness of that data. Customer shall also carefully review all Returns prior to filing to ensure the accuracy and completeness of that data. Ensuring that all such data is accurate and complete is solely Customer’s obligation, and Avalara makes no warranty regarding such accuracy and completeness. Customer shall also ensure that the MTD Filer is properly configured at all times for Customer’s specific circumstances, and it is solely Customer’s obligation to do so. Avalara does not audit, validate or verify Customer Data.
b. Account Password and Security. The MTD Filer requires Customer to open an account with Avalara, and Customer must complete the registration process by providing current, complete, and accurate information as prompted by the applicable registration form. In addition to entering relevant account information, Customer will be asked to choose a username and password. Customer is solely responsible for maintaining the confidentiality of the password, username, and other account information. Furthermore, Customer is solely responsible for all activities that occur under its account, whether authorized or not. Avalara will not be liable for any loss or damages that Customer may incur as a result of the use by any party, authorized or otherwise, of Customer’s password or account. Customer shall notify Avalara immediately of any unauthorized use of the account or any other breach of security.
c. No Unlawful or Prohibited Use. Customer shall not use the MTD Filer for any purpose that is unlawful or prohibited by these Terms. This prohibition includes, but is not limited to, using the MTD Filer 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 Avalara’s services. Customer shall not attempt to gain unauthorized access to the MTD Filer, other accounts, computer systems, or networks connected to Avalara through hacking, password mining, or any other means. Customer shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the MTD Filer. Customer shall not use the MTD Filer to, nor permit any third party to: (i) promote Customer’s offerings or services (commercial or otherwise); (ii) 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; (iii) download, upload, or otherwise make available materials, software, or information that is not legally Customer’s and without permission of the intellectual property rights owner or (iv) impersonate someone else or falsely represent Customer’s identity or qualification, or to breach another’s privacy.
6. No Professional Tax Opinion and Advice. Customer acknowledges that Avalara does not provide professional tax opinions or tax management advice specific to the facts and circumstances of Customer’s business and that Customer’s use of the MTD Filer does not create any fiduciary obligations on the part of Avalara to Customer. Although Avalara strives to ensure that data and information contained in the MTD Filer is current and accurate, Avalara is dependent on third parties, including, but not limited to, local governmental agencies, to timely update and provide information that affect such data and information. As such, Customer agrees that it uses and relies upon the MTD Filer at its own risk and acknowledges that Avalara cannot guarantee that any data and information contained in the MTD Filer is accurate or current. In addition, due to rapidly changing tax rates and regulations that require interpretation by qualified tax professionals, Customer bears full responsibility to determine the applicability of the output generated by the MTD Filer and to confirm its accuracy. Customer shall conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice.
7. Software Updates. Avalara may, from time to time, release versions of the MTD Filer that may include updates, modifications or newer versions (“Updates”). These Updates may include bug fixes, security patches, maintenance releases or function or feature modifications or enhancements. The determination of when to release an Update will be made by Avalara in its sole discretion and Customer agrees that Avalara may apply such Updates at any time without advanced notice.
8. Disclaimer of Warranties and Limitation of Liability. The MTD Filer is made available to Customer 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 (a) any governmental information (including, but not limited to, information regarding tax rates or the applicability of certain taxes), or (b) any information imported from any other application, site, or service is accurate, current, or applicable to Customer or its business. The remedies described in this section are Customer’s only remedies for any breach of THESE TERMS or any other claim. Avalara’s total liability arising out of these terms or the MTD Filer, whether on contract, TORT, or otherwise, WHETHER FORSEEN OR UNFORESEEN, shall not in any case exceed the cost paid by customer to access the MTD Filer during twelve-month period preceding the events giving rise to the claim or $300, whichever is less, and Avalara shall not be liable to Customer or any third party for any incidental, consequential, or special damages, including damages for loss of data, goodwill, use of money, stoppage of work, or any other claim.
9. Links to Third Party Sites or Services. Certain links on the MTD Filer may take Customer to third-party websites or services. Avalara provides these links only as a convenience and the use by Avalara of such links does not imply any warrant or endorsement of the third party, its products, services, or its sites.
a. Term and Expiration. The term will begin on the date Customer installs the MTD Filer and shall terminate one year after Customer files its first VAT Return using the MTD Filer (“Term”). Upon expiration of the Term, the MTD Filer shall cease to operate and will no longer provide reporting to the relevant authorities.
b. Termination for Breach. Avalara may terminate these Terms by notice to Customer if Customer materially breaches its obligations under these Terms and, if the breach is capable of cure, fails to cure such breach within 30 days’ notice of breach. Upon termination for breach, Avalara shall turn off Customer’s access to the MTD Filer and Customer shall uninstall the MTD Filer.
11. Updates to These Terms. Avalara may modify these Terms after providing Customer with thirty days prior written notice. If Customer does not wish to accept such modifications, Customer must uninstall the MTD Filer. Continued use of the MTD Filer, after the notice period, will be deemed acceptance to any updated terms.
12. Applicable Law, Jurisdiction, Venue. The Terms will be governed by laws and interpreted in accordance with the internal laws of England and Wales. Any disputes, actions, claims, or causes of action arising out of, or in connection with these Terms or the MTD Filer will be subject to the exclusive jurisdiction and venue of the Courts of England and Wales.