Avalara TrustFile For Accountants
Terms and Conditions
Last Updated May 27, 2016
These Avalara TrustFile For Accountants Terms and Conditions (these “Terms”) constitute a binding agreement between Avalara, Inc. (“Avalara”) and the person or entity who purchases the Service and its agents (“Tax Preparer”) (each, a “Party”) under which Avalara provides Tax Preparer access to Avalara’s TrustFile For Accountants Service (the “Service”). By accessing or using the Service, Tax Preparer agrees to be bound by these Terms and all terms incorporated by reference. If Tax Preparer does not agree to all of these Terms, it must not access or use the Service.
1.TrustFile For Accountants Service.
a. Access to the Service. Avalara grants Tax Preparer a nonexclusive, nontransferable, worldwide right to access and use the Service during the Subscription Periods, solely for the purpose of providing tax return preparations services to its clients (the “Tax Preparer Clients”). Avalara reserves all other rights, including, but not limited to, those specified below. By purchasing access to the Service or otherwise using the Service, Tax Preparer agrees to pay the applicable service fees for the Service and use the Service in compliance with these Terms and any documentation or policies provided by Avalara that are applicable to the Service.
b. Tax Preparer’s Obligation to Review Data and Returns and to Configure the Service. In addition to all other obligations specified in these Terms, Tax Preparer shall carefully review all data input into the Service directly or imported from any other application, service, or site to ensure the accuracy and completeness of that data. Tax Preparer 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 Tax Preparer’s obligation, and Avalara makes no warranty regarding such accuracy and completeness. Tax Preparer shall also ensure that the Service is properly configured at all times for Tax Preparer’s specific circumstances, and it is solely Tax Preparer’s obligation to do so.
c. Rights Reserved by Avalara. Avalara reserves the right, in its sole discretion, to (a) revise the Content available through the Service; (b) impose rules for, limits on use of, or access to, the Service; (c) restrict Tax Preparer’s access to part, or all, of the Service without notice; (d) change, suspend, or discontinue any aspect of the Service; or (e) change pricing for the Service. Avalara will not be liable to Tax Preparer or to any third party, including but not limited to Tax Preparer Clients, for taking any of the actions listed in (a)-(e) above. Avalara may terminate Tax Preparer’s use of the Service at any time, for any or no reason, and without prior notice. In the event that Avalara terminates Tax Preparer’s access to the Service for any reason other than Tax Preparer’s breach of these Terms, Tax Preparer’s sole remedy for such termination will be the refund of the pro-rata amount (if any) of any prepaid amounts for Service that Tax Preparer had not yet used at the time of termination. In the event that Avalara modifies these Terms, such modification will be effective for Tax Preparer’s use of the Service at the beginning of the next Subscription Period that begins at least 14 days after the date of the updated Terms. If Tax Preparer does not agree to such changed terms, Tax Preparer must contact Avalara to terminate use of the Service prior to the date that the updated Terms become effective for Tax Preparer.
2.Fees for use of the Service consist of two elements, the periodic subscription fee and the Filing Credits.
a. Periodic Subscription Fee. If Tax Preparer’s purchase of the Service includes a subscription fee, Tax Preparer will subscribe to the Service for a recurring subscription period (the “Subscription Period”). All subscriptions automatically renew for additional Subscription Periods of the same duration on the end of each subscription period unless Tax Preparer notifies Avalara that it wishes to terminate the Service prior to that date. Upon the renewal of the Subscription Period, Avalara will automatically charge Tax Preparer’s preferred payment method (e.g., credit card). If such payment is not processed for any reason, Avalara may suspend access to the Service until payment is made. Tax Preparer shall not access the Service except during a paid-up Subscription Period.
b. Filing Credits. In addition to the Subscription Fee described above, if any, Tax Preparer may purchase Filing Credits that can be used to file a return through the Service. Each Filing Credit can be used to file one return either through an electronic filing or through the Service’s concierge filing service. Once purchased, Filing Credits are non-refundable and non-transferable and may only be used to file returns for the account for which they were purchased. If not used, Filing Credits will expire 12 months after the last purchase of Filing Credits.
3.Avalara does not grant Tax Preparer any license, express or implied, to any Avalara intellectual property except as specifically authorized by these Terms. All material on the Service, 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 its third party content suppliers and is protected by United States and international copyright and trademark laws. Tax Preparer shall use the Content solely for the uses specifically authorized on the Service and Tax Preparer will make no other use of it without Avalara’s express written permission. Except as specifically authorized, Tax Preparer 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. Tax Preparer 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. If Tax Preparer provides Avalara with any suggested improvements to the Service, then Tax Preparer also grants Avalara a nonexclusive, perpetual, irrevocable, royalty free, worldwide license, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of such suggested improvements. Notwithstanding the foregoing, nothing in this Section 3 (Content) grants Avalara a license to use any Inventions covered by a registered patent owned by Tax Preparer.
6.Account Password and Security. The Service requires Tax Preparer to open an account with the Service, and Tax Preparer 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, Tax Preparer will be asked to choose a password and a username. Tax Preparer is solely responsible for maintaining the confidentiality of the password, username, and other account information. Furthermore, Tax Preparer 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 Tax Preparer or any of the Tax Preparer Clients may incur as a result of the use by any party, authorized or otherwise, of Tax Preparer’s password or account. Tax Preparer shall notify Avalara immediately of any unauthorized use of the account or any other breach of security.
7.No Unlawful or Prohibited Use. Tax Preparer shall not use the Service for any purpose that is unlawful or prohibited by these Terms. This prohibition includes, but is not limited to, using the Service 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 Service. Tax Preparer shall not attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to Avalara through hacking, password mining, or any other means. Tax Preparer shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. Tax Preparer shall not use the Service to, nor permit any third party to: (a) promote Tax Preparer’s 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 Tax Preparer’s and without permission of the intellectual property rights owner or (d) impersonate someone else or falsely represent Tax Preparer’s identity or qualification, or to breach another’s privacy.
8.No Professional Tax Opinion and Advice. Tax Preparer acknowledges that Avalara does not provide professional tax opinions or tax management advice specific to the facts and circumstances of Tax Preparer’s business or any of the Tax Preparer Clients’ businesses and that Tax Preparer’s use of the Service or the Content does not create any fiduciary obligations on the part of Avalara to Tax Preparer or any of the Tax Preparer Clients. Although Avalara strives to ensure that data and information contained in the Service 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, TAX PREPARER AGREES THAT IT USES AND RELIES UPON THE CONTENT AND SERVICE AT ITS OWN RISK AND ACKNOWLEDGES THAT AVALARA CANNOT GUARANTEE THAT ANY DATA AND INFORMATION CONTAINED IN THE SERVICE IS ACCURATE OR CURRENT. In addition, due to rapidly changing tax rates and regulations that require interpretation by qualified Tax Preparers, Tax Preparer bears full responsibility to determine the applicability of the output generated by the Service and to confirm its accuracy. To the extent that any jurisdiction with authority over Tax Preparer requires any licensing or other qualifications to provide tax preparation services, Tax Preparer warrants that it has obtained, and will maintain, such required licensing or other qualifications.
9.Disclaimer of Warranties and Limitation of Liability. THE SERVICE AND THE CONTENT ARE MADE AVAILABLE TO TAX PREPARER 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 TAX PREPARER OR ITS CLIENTS OR BUSINESS. THE REMEDIES DESCRIBED IN THIS SECTION ARE TAX PREPARER’S ONLY REMEDIES FOR ANY BREACH OF WARRANTY OR ANY OTHER CLAIM. AVALARA’S TOTAL LIABILITY ARISING OUT OF THE SERVICE, WHETHER ON WARRANTIES, CLAIM OF NEGLIGENCE, OR OTHERWISE, SHALL NOT IN ANY CASE EXCEED THE COST PAID BY TAX PREPARER TO ACCESS THE SERVICE DURING TWELVE-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE CLAIM OR $300, WHICHEVER IS LESS, AND AVALARA SHALL NOT BE LIABLE TO TAX PREPARER OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.
10.Tax Preparer shall indemnify and defend Avalara and its affiliates from and against any and all damages, losses, liabilities, judgments, awards, costs, and expenses of any nature whatsoever, including reasonable attorneys’ fees and court costs, arising out of or related to any claims, actions, or proceedings brought against Avalara or any of its affiliates by any of the Tax Preparer Clients.
11.Links to Third Party Sites or Services. Certain links on the Service may take Tax Preparer 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.
12.Applicable Law, Jurisdiction, Venue. The laws of the State of Washington will govern these Terms and use of the Service, 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 Service, the Content, or these Terms, both Tax Preparer and Avalara agree to personal jurisdiction in, and exclusive venue of, the state and federal courts located in King County, Washington.
13.Entire Agreement. To the extent that Tax Preparer has entered into agreements with Avalara in connection with products or services other than the Service, the terms of those agreements are not incorporated into these Terms. To the extent that any other agreement between Avalara and Tax Preparer addresses Tax Preparer’s use of the TrustFile for Accountants Service, these Terms are in addition to, but do not supersede the terms of such agreement.