TTR Site Terms of Use

Last Updated March 7,2022

Welcome to TTR's website. TTR provides this website and the related websites, including all Content (as defined in Section 5) and services (the "Sites"), as a service to our users. Your use of the Sites is subject to the following terms and conditions (the "Site Terms").

Please read these Site Terms carefully. These Site Terms are a legal agreement between Transaction Tax Resources, Inc. (TTR) and its affiliate, Avalara, Inc. (collectively, "TTR") and you. 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 additional terms incorporated by reference in these Site Terms. 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 or Site Services after an update, you agree to the terms of the update.

1. Service Terms. TTR offers some additional software and services on the Sites under specific terms and conditions (for example, the TTR Service Terms and Conditions available at https://www.ttrus.com/terms-of-service). Those terms and conditions are referred to in these Site Terms as the "Service Terms," and your use of such software and services is governed by the applicable Service Terms. If there is any conflict between these Site Terms and the applicable Service Terms relating to the use of those software or services, the Service Terms will govern. If no Service Terms apply to the software or services, then these Site Terms, in particular Section 2 below, and the applicable order document govern your use of the software or services.

2. Site Services. Some of the Sites offer paid services and Content for which there are no Service Terms or outside the scope of the Service Terms. Such services and Content are the "Site Services" and these Site Terms govern our offering and your use of the Site Services. By accessing the Site Services, you agree to (a) pay service fees for the Site Services, if applicable, and (b) use the Site Services in compliance with any documentation we provide to you that is applicable to the Site Services. TTR may terminate your use of the Site Services at any time, for any or no reason, and without prior notice. If TTR terminates your access to the Site Services for any reason other than your breach of these Site Terms, then as your sole remedy for such termination, TTR will refund a pro rata amount of any unused, prepaid fees for the Site Services.

3. No Professional Tax Opinion or Legal Advice. You acknowledge and agree that TTR does not provide legal advice, including legal or professional tax opinions or management advice. Although TTR strives to ensure that data and information contained in the Site Services are current, TTR is dependent on third parties, such as 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 SITE SERVICES AT YOUR OWN RISK AND YOU ACKNOWLEDGE THAT TTR CANNOT GUARANTEE THAT ANY DATA AND INFORMATION CONTAINED IN THE SITE SERVICES IS 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 any Content and any output generated by the Site Services and to confirm its accuracy. You are responsible for your own tax policies and tax reporting positions, and for conducting your own due diligence. You are encouraged to conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice.

4. Rights. You are granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Sites solely in accordance with these Site Terms. As a condition of your use, you warrant to TTR 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 TTR intellectual property except as specifically authorized by these Site Terms. TTR reserves the right, in our sole discretion and without notice, to (a) revise the Content available on the Sites; (b) impose rules for and limits on use of, or access to, the Sites; (c) revoke your access to part, or all, of the Sites; 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)-(d) above.

5. Content. 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 TTR 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 TTR'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. TTR does not claim copyright for information provided by governmental agencies, but to the extent a compilation of that information was created by TTR, TTR owns the rights to that specific compilation.

6. Trademarks. The names, logos, graphics, brands, and icons on the Sites (other than those belonging to third parties) are TTR's trademarks or trade dress in the United States and other countries. All third-party trademarks on the Sites are the property of their respective owners, who may or may not be affiliated with TTR.

7. Privacy. Personal Information submitted through the Sites is governed by Avalara's Privacy Policy, 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 TTR may use and maintain your data in accordance with the Privacy Policy, except as otherwise provided in these Site Terms.

8. Communications. When you visit the Sites or send electronic messages to us, you are communicating with us electronically. When TTR sends you communications about the Sites or third-party products or services, we will do so in accordance with the 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 TTR or its partners. You may withdraw your consent at any time by sending us an opt-out or unsubscribe notice, clicking on the "unsubscribe" link in an email, or otherwise manage your communications preferences here.

9. 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 TTR or another party due to someone else using your account or password. You agree to notify TTR immediately of any unauthorized use of your account or any other breach of security. TTR 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.

10. No Unlawful or Prohibited Use. You shall not use the Sites for any purpose that is unlawful or prohibited by these Site Terms. You shall not use the Sites in a manner that could damage, disable, overburden, or impair any TTR server, or the networks connected to any TTR 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 TTR's systems 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, falsely represent your identity or qualification, or breach another's privacy.

TTR has no obligation to monitor the Sites. However, you acknowledge and agree that TTR has the right to monitor the Sites 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 TTR's business operations, or (iv) to protect TTR, its users, or its customers.

11. Notice and Takedown. If you believe that your copyrightable material has been infringed by a third party using the Sites, please send a notice to TTR'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; and (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. TTR's Copyright Agent for notice of claims of copyright infringement on its Sites can be reached as follows:

Avalara, Inc.
Attn: Legal Department
255 S. King St. Ste. 1800, Seattle, WA 98104
legal@avalara.com
(877) 272-8939

In appropriate circumstances, TTR will disable or terminate the accounts of users who are copyright infringers.

12. Disclaimer of Warranties and Limitation of Liability. THE SITES 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, TTR DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TTR SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT ANY GOVERNMENTAL INFORMATION (INCLUDING INFORMATION REGARDING TAX RATES OR THE APPLICABILITY OF CERTAIN TAXES) ARE ACCURATE, CURRENT, OR APPLICABLE TO YOU OR YOUR BUSINESS. TTR'S TOTAL LIABILITY ARISING OUT OF THE SITES, WHETHER ON BREACH OF CONTRACT, BREACH OF WARRANTY, 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 TTR SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.

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

14. 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 or these Site Terms, both you and TTR agree to personal jurisdiction in, and exclusive venue of, the state and federal courts located in King County, Washington.