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.