Avalara TrustFile Terms and Conditions
Last Updated November 15, 2017
These Avalara TrustFile Terms and Conditions (these “Terms”), together with any applicable Order Document(s) (“Agreement”), constitute a binding agreement between Avalara, Inc. (“Avalara”) and the person or entity who purchases the Service and its agents (“Customer”) (each, a “Party”) under which Avalara provides Customer access to Avalara’s TrustFile Service. By accessing or using the Service or by executing an Order Document that references these Terms, 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 access or use the Service.
“Order Document” means a sales order, other document, or online order process used to purchase Services from Avalara.
“Return” means a tax return or other filing prepared with the assistance of TrustFile.
“Tax Professionals” means tax preparers who are authorized by clients to prepare Returns on their clients’ behalf for a fee.
“TrustFile” or “Service” means the Avalara service for preparing and filing sales and use tax returns.
2. TrustFile Service.
a. Access to the Service. Avalara grants Customer a nonexclusive, nontransferable, worldwide right to access and use the Service during the Subscription Periods, solely for Customer’s internal business operations. “Internal business operations” include the preparation and filing of Returns by Tax Professionals for their clients. Avalara reserves all other rights, including, but not limited to, those specified below. By purchasing access to or otherwise using the Service, Customer agrees to pay the applicable service fees and to use the Service in compliance with these Terms and any documentation or policies provided by Avalara that are applicable to the Service.
b. Customer’s Obligation to Review Data and Returns and to Configure the Service. In addition to all other obligations specified in these Terms, Customer 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. 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 Services is properly configured at all times for Customer’s specific circumstances, and it is solely Customer’s obligation to do so.
c. Rights Reserved by Avalara. Avalara reserves the right, in its sole discretion, to (a) revise the Avalara Technology and the Service; (b) impose rules for, limits on use of, or access to, the Service; (c) restrict Customer’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 Customer or to any third party for taking any of the actions listed in (a)-(e) above. Avalara may terminate Customer’s use of the Service at any time, for any or no reason, and without prior notice. In the event that Avalara terminates Customer’s access to the Service for any reason other than Customer’s breach of these Terms, Customer’s sole remedy for such termination will be the refund of the pro-rata amount (if any) of any prepaid amounts for Service that Customer had not yet used at the time of termination. In the event that Avalara modifies these Terms, such modification will be effective for Customer’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 Customer does not agree to such changed terms, Customer must contact Avalara to terminate subscription to the Service prior to the date that the updated Terms become effective for Customer.
3. Fees. Customer shall pay all fees specified in the Order Document. Fees for use of the TrustFile service consist of two elements, the periodic subscription fee (“Subscription Fee”) and fees for filing Returns.
a. Payment. Avalara shall charge Customer’s preferred payment method on file (e.g., credit card or ACH draw) for fees that are due. If a payment is not processed for any reason, Avalara may suspend access to the Service until payment is made. Customer shall not access the Service except during a paid-up Subscription Period.
b. Annual Subscription Fees and Automatic Renewal. The effective period of a TrustFile subscription is 12 months (the “Subscription Period”). All subscriptions automatically renew for additional Subscription Periods at the end of each Subscription Period (each a “Renewal Subscription Period”) unless Customer notifies Avalara that it wishes to terminate the Service prior to the end of that Subscription Period. At the beginning of a Subscription Period, Avalara will automatically charge Customer’s preferred payment method for the Subscription Fee.
c. Filing Credits. Until January 31, 2018, in addition to the Subscription Fee described above, Customer may purchase “Filing Credits” that can be used to file a Return through the TrustFile Service. Each Filing Credit can be used to file one Return through the TrustFile 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.
d. Usage Fees. Beginning February 1, 2018, during a paid-up Subscription Period, Customer may file Returns through the TrustFile service. Avalara shall charge Customer’s preferred payment method for the Returns filed in each month through TrustFile for the fees set forth in the Order Document.
e. Annual Increases. TrustFile fees are subject to annual increases at the level of then- current standard pricing, which will become effective beginning upon the first day of each Renewal Subscription Period. Avalara will notify Customer of any increase at least 30 days prior to Customer’s Renewal Subscription Period. Such notice may be in the form of an invoice or any other form of notice commonly used by Avalara to communicate with Customer. If Customer objects to the increase, then Customer may elect to not renew its order of Services.
f. Unused Filing Credits. Avalara will apply any unused Filing Credits prior to billing those Customers for usage fees under Section 3(c).
4. Restrictions. Avalara does not grant Customer license, express or implied, to any Avalara intellectual property except as specifically authorized by these Terms. All the technology and intellectual property used in providing the Service, including computer software programs, websites, networks, and equipment, and any content (collectively, the “Avalara Technology”) 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. Customer shall only use the Avalara Technology and services as set forth in an Order Document or these Terms, and not for the benefit of any third party unless expressly permitted by these Terms. Customer shall not (i) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Avalara Technology; (ii) reproduce, modify, create, or prepare derivative works of any of the Avalara Technology; (iii) distribute or display any of the Avalara Technology; (iv) share, sell, rent, lease, or otherwise distribute access to TrustFile, or use TrustFile to operate any timesharing, service bureau, or similar business; (v) alter, destroy or otherwise remove any proprietary notices within the Avalara Technology; or (vi) disclose the results of any benchmark tests to any third parties without Avalara’s prior written consent.
7. Account Password and Security. The Service requires Customer to open an account with the Service, 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 password and a username. 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.
8. No Unlawful or Prohibited Use. Customer 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. Customer 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. Customer shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. Customer shall not use the Service to, nor permit any third party to: (a) promote Customer’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 Customer’s and without permission of the intellectual property rights owner or (d) impersonate someone else or falsely represent Customer’s identity or qualification, or to breach another’s privacy.
9. 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 Service 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 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, Customer agrees that it uses and relies upon the 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 professionals, Customer bears full responsibility to determine the applicability of the output generated by the Service 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.
10. Disclaimer of Warranties and Limitation of Liability. The Service 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 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 customer 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 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.
11. Links to Third Party Sites or Services. Certain links on the Service 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.
12. Trial Period. For the initial Subscription Period only, Customer may create a TrustFile account and use the account for up to 30 days before providing payment. The trial period ends on the earlier of Customer providing a method of payment or 30 days from account activation date.
13. 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 Avalara Technology, or these Terms, both Customer and Avalara agree to personal jurisdiction in, and exclusive venue of, the state and federal courts located in King County, Washington.