TaxJar Terms of Service
1. Acceptance of Terms
Thank you for selecting TaxJar services. Subject to this Terms of Service (this “Agreement”), TPS Unlimited, Inc. d/b/a TaxJar (“TaxJar”, “us”, “we”, “our”) gives you certain rights and imposes on you certain responsibilities as more fully described below. By accepting this Agreement or by accessing our Service (as defined below), you indicate that you have read, fully understood and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.
TaxJar shall have the right to change or add to the terms of this Agreement at any time by providing you with thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice in the Service or on www.TaxJar.com (the “Site”). The revised Agreement will become effective thirty (30) days after we post or send you notice of such changes. Any use of the Service by you after that date shall constitute your acceptance of this Agreement as modified. If any change to this Agreement is not acceptable to you, your only remedy is to stop using the Services and send a cancellation email to [email protected].
In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy located at https://www.taxjar.com/privacy-policy/ and the TaxJar SmartCalcs API License Agreement located at https://www.taxjar.com/terms-of-service/. All such terms are incorporated by reference into these Terms of Service.
2. Description of Service
The “Service” includes (a) the Site, (b) TaxJar’s online sales transaction tracking and state sales tax preparation and submission services and related technologies, and (c) all software, data, reports, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this Agreement.
3. Access and Use
Subject to the terms and conditions of this Agreement, you may use the Service solely to track online transactions associated with sales, prepare and submit necessary documents for the purposes of remitting state sales taxes. You are not licensed or permitted under this Agreement to do any of the following: (i) attempt to access any other TaxJar systems, programs or data that are not made available for public use; (ii) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws); (iii) work around any technical limitations in the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble, or otherwise reverse engineer the Services except as otherwise permitted by applicable law, (iv) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party (v) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or the use of the Services by TaxJar’s other licensees or customers, or impose an unreasonable or disproportionately large load on TaxJar’s infrastructure; or (vi) otherwise use or otherwise exploit the Services except as expressly allowed under this Section 3. You shall comply with any codes of conduct, policies or other notices TaxJar provides you or publishes in connection with the Services, and you shall promptly notify TaxJar if you learn of a security breach related to the Services.
TaxJar reserves the right to refuse to make the Services available to you or to provide the Services to you for any reason in its discretion and, in such instances, will not refund any fees for the Services paid by you to TaxJar. You may not use the TaxJar service in a manner that involves:
- distributing any virus, time bomb, malicious software or other harmful or disruptive program or code through the services;
- infringing or violating the rights of any third party, including rights of privacy, copyright laws, or other intellectual property rights;
- behaving in any obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, or hateful manner as determined by TaxJar in its sole discretion; or
- deliberately misleading anyone as to your identity, impersonating another, or falsely identifying the source of any information.
If you are a Tax Advisor, you are responsible for managing your clients’ accounts. Once a Tax Advisor sets up a TaxJar Pro account, you have the option to invite your clients to join TaxJar with a single email address. You will have access to a client manager platform in which you can view, manage, and otherwise use the Service on behalf of your clients. You agree that you are not a contractor, employee, agent, joint venturer or partner of TaxJar for any reason, and you act exclusively on your own behalf and for you and your clients’ benefit, and not on behalf, or for the benefit, of TaxJar. TaxJar does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of accounting services for your clients. You represent and warrant that you have all rights, consents, and licenses necessary to provide accounting services for your clients on the Services, including rights to all client data, information, and other content (“Client Content”), and that neither the use of the Service, nor TaxJar’s use of the Client Content for purposes of delivering the Service will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy. Furthermore, you represent and warrant that you have read the terms of any agreements you have entered with any third parties or clients, and your and your client’s use or participation in the Service offered in will not breach any such agreements. As a Tax Advisor, you are responsible for your own acts and omissions and those of any clients you manage under the Pro Plan. You may not refer clients that TaxJar refers to you for your services to any business that offers features and functionality substantially similar to those offered by TaxJar.
4. Reservation of Rights and Ownership; Your Content
TaxJar reserves all rights not expressly granted to you in this Agreement. The Services is protected by copyright, trade secret and other intellectual property laws. This Agreement does not grant you any rights to trademarks or service marks of TaxJar or any third party.
You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). You own all right, title and interest in and to Your Content. Notwithstanding anything to the contrary, TaxJar shall have the right to collect and analyze data and other information relating to the Services and related systems and technologies (including, without limitation, information concerning Your Content and data derived therefrom), and TaxJar will be free (during and after the Term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other TaxJar offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
TaxJar has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that TaxJar may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all. You understand that the operation of the Service, including Your Content, in certain circumstances, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to TaxJar’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. TaxJar will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in TaxJar’s published policies then in effect.
The failure of TaxJar to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. You acknowledge that this Agreement is a contract between you and TaxJar, even though it is electronic and is not physically signed by you and TaxJar, and it governs your use of the Services.
TaxJar reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on TaxJar’s website and in other communication with existing or potential TaxJar customers. To decline TaxJar this right you need to email [email protected] stating that you do not wish to be used as a reference.
5. Rights You Grant To Us
By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to TaxJar through the Services, you expressly authorize TaxJar to access and use your account information maintained by identified third parties, on your behalf as your agent. TaxJar may use and store the content in accordance with this Agreement and our privacy policy. You represent that you are entitled to submit it to TaxJar for use for this purpose, without any obligation by TaxJar to pay any fees or be subject to any restrictions or limitations. You hereby authorize and permit TaxJar to use and store information submitted by you to accomplish the foregoing and to configure the Services so that it is compatible with the third party sites for which you submit your information. For purposes of this Agreement and solely access and use the account information as part of the Services, you grant TaxJar a limited power of attorney, and appoint TaxJar as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN TAXJAR IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, TAXJAR IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SITE. You understand and agree that the Services are not sponsored or endorsed by any third parties accessible through the Services. TaxJar is not responsible for any payment processing errors or fees or other Services-related issues, including those issues that may arise from inaccurate account information.
6. Electronic Filing Services
If you choose to file your sales tax application electronically, your information will be converted to and stored in a standardized format, and then transmitted to the appropriate state agency. You are responsible for verifying the status of your tax return application to confirm that it has been received and accepted by the appropriate state agency and, if necessary, for filing it manually. You agree to review your tax return for indications of obvious errors before electronically filing or mailing it. TaxJar may, but is not obligated to, store and maintain information that you provide to TaxJar. TaxJar is not required or obligated to provide you with copies of this information. If you require a copy of your tax return, you must contact the appropriate state agency.
In the case that a state agency requires TaxJar to notify it, in connection with the electronic filing of your tax return, certain personal information, including the Internet Protocol (“IP”) address of the computer from which the application originated and whether the email address of the person electronically filing the return has been collected. By using the TaxJar Service to prepare and submit your tax return, you consent to the disclosure to the appropriate state agency of all information relating to your use of the TaxJar Services.
You are responsible for maintaining sufficient funds in your bank account to pay your sales tax obligation. Should there be insufficient funds to cover the sales tax amount due, TaxJar will cancel your enrollment in AutoFile and will not be responsible for the filing of your sales tax return or remittance of amount owed. Furthermore, TaxJar will charge your credit card on file a service charge of $40 to cover bank fees incurred as a result.
The completion of your tax return may vary due to technical problems with TaxJar’s systems, or where you have not provided all the necessary information requested by TaxJar or required to submit your tax return. For any of these or other reasons, TaxJar may not be able to submit your tax return in a timely manner, or at all.
TaxJar reserves the right to refuse to make the Services available to you or to provide the Services to you for any reason in its discretion and, in such instances, will refund any fees for the Services paid by you to TaxJar. Help and Support. TaxJar may use a variety of methods (e.g., in-product, Internet, e-mail, chat, fax and phone) to provide technical support and customer service in connection with Services. The terms and conditions governing the offering of this support, which may require the payment of an additional fee, are subject to change as announced by TaxJar from time to time.
7. Feedback
TaxJar may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its online products and services (“Feedback”). You hereby grant TaxJar a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner for any purpose.
8. Acknowledgement
You acknowledge that the Services provided by TaxJar merely involve the filing of sales tax returns based solely on information you provide. TaxJar and its personnel and affiliates are not accountants or tax advisors and are not providing any tax advice or guidance.
9. Third Party Services
In connection with the promotion or your use of the Services, the Services may enable linking with, or otherwise make you aware of various third-party services and products (“Third Party Services”). These Third Party Services may include tax return preparation, refund processing, professional tax review and audit defense, among others. If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions governing any Third Party Services. To take advantage of features and capabilities related to linked Third-Party Services, we may ask you to authenticate, register for or log into Third-Party Services through the Service or on the websites of their respective providers. For more information about the implications of activating these Third-Party Services and TaxJar’s use, storage and disclosure of information related to you and your use of Third-Party Services within TaxJar, please see our privacy policy at https://www.taxjar.com/privacy-policy. However, please remember that the manner in which Third-Party Services use, store and disclose your information is governed solely by the policies of such third parties. You agree that the third-party provider, and not TaxJar, is solely responsible for the performance of the Third Party Services.
The term ‘Etsy’ is a trademark of Etsy, Inc. The Services may use the Etsy API but is not endorsed or certified by Etsy, Inc.
10. Third Party Websites
The Services may contain or reference links to websites or other resources on the Internet (including without limitation Third-Party Services) operated by third parties (“Third Party Websites”). These links are provided as a convenience only. Such Third Party Websites are not under the control of TaxJar. TaxJar is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. TaxJar does not review, approve, monitor endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Services is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by TaxJar or its Suppliers (defined below) of any information contained in any Third Party Website. In no event will TaxJar or its Suppliers be responsible for the information contained in such Third Party Website or for your use of or inability to use such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that linked Third Party Websites may contain terms and privacy policies that are different from those of TaxJar and its Suppliers. Neither TaxJar nor its Suppliers are responsible for such provisions, and expressly disclaim any liability for them.
11. Payment & Collection
To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide TaxJar information regarding your credit card or other payment instrument. You represent and warrant to TaxJar that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. In the event you owe TaxJar any amounts related to your licensing of the Services, TaxJar reserves the right to seek collection of any amount unpaid. You hereby authorize TaxJar to bill your payment instrument with any such owed amounts. If you dispute any charges you must let TaxJar know within sixty (60) days after the date that TaxJar bills you. We reserve the right to change TaxJar’s prices. If TaxJar does change prices, TaxJar will provide notice of the change on the Site or in email to you, at TaxJar’s option, at least 14 days before the change is to take effect.
12. Representations and Warranties
You represent and warrant to TaxJar that (i) you have full power and authority to enter into this Agreement; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow TaxJar to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and TaxJar’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s right, nor does Your Content contain any matter that is unlawful; and (iv) you are eighteen (18) years of age or older.
13. User ID and Password Security
You are the only person authorized to use your user ID and password and are responsible for maintaining the confidentiality of your user ID and password. You shall not permit or allow other persons to have access to or use your user ID and password, provided that TaxJar reserves the right to access your account to respond to your requests for technical support. You are responsible for all use of the Services under your user ID. If you have not electronically filed or printed your tax return , you must create a user ID and password in order for you to access your tax return data at a later date.
14. Privacy of Personal Information
Our privacy policy can be reviewed at https://www.taxjar.com/privacy-policy. To contact us with a question, email [email protected].
15. Consent to Disclosure
You consent to allow TaxJar’s intermediate service provider, transmitter or electronic return originator to send the applicable tax return forms to the proper state agency and to receive associated information from the proper state agency.
16. DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED IN THE TAXJAR ACCURACY AND FILING GUARANTEES, THE SERVICES ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAXJAR, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, RETAILERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, QUALITY, TIMELINESS, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THE TAXJAR ACCURACY AND FILING GUARANTEES, TAXJAR DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM TAXJAR OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OF SERVICES, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
17. LIMITATION OF LIABILITY AND DAMAGES
YOU UNDERSTAND THAT TAXJAR MAY NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU PROVIDE, AND IS NOT RESPONSIBLE FOR ANY REJECTION OF YOUR TAX RETURN OR ANY RESULTING TAXES, PENALTIES OR INTEREST USING THE SERVICES. FURTHER, TAXJAR SHALL NOT BE RESPONSIBLE FOR ANY TAXES, PENALTIES AND INTEREST THAT ARE ASSESSED AS THE RESULT OF INCORRECT, INCOMPLETE OR MISLEADING INFORMATION THAT YOU HAVE GIVEN TO TAXJAR IN CONNECTION WITH YOUR PREPARATION OF YOUR TAX RETURN .
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE ENTIRE CUMULATIVE LIABILITY OF TAXJAR AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR LICENSE OR USE OF SERVICES SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES TO TAXJAR IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAXJAR AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, INABILITY TO FILE YOUR TAX RETURN , DELAY IN PREPARING YOUR TAX RETURN , INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO TAXJAR, ANY ACCESS TO, OR USE OF, YOUR PASSWORD AND USER ID BY AN UNAUTHORIZED PERSON, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF TAXJAR OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL TAXJAR BE LIABLE FOR ANY LOSS, COST, LIABLITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES OR THIRD PARTY WEBSITES. IN NO EVENT DOES TAXJAR ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE SERVICES.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TAXJAR AND YOU. TAXJAR WOULD NOT BE ABLE TO HAVE PROVIDED THE SERVICES WITHOUT SUCH LIMITATIONS.
18. Indemnification
You shall defend, indemnify, and hold harmless TaxJar from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this Agreement, any of Your Content, or your other access, contribution to, use or misuse of the Service. TaxJar shall provide notice to you of any such claim, suit or demand. TaxJar reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting TaxJar’s defense of such matter.
19. Miscellaneous
You may not assign this Agreement without the prior written consent of TaxJar, but TaxJar may assign or transfer this Agreement, in whole or in part, without restriction. This Agreement (and any additional terms and conditions with which TaxJar amends or supplements this Agreement), is a complete statement of the agreement between you and TaxJar, and sets forth the entire liability of TaxJar and its Suppliers and your exclusive remedy with respect to the Services and their use. Except as expressly stated in Section 5, you agree that TaxJar is not acting as your agent or fiduciary in connection with your use of the any Services. The Suppliers, agents, employees, distributors, and dealers of TaxJar are not authorized to make to make any additional representations, commitments, or warranties binding on TaxJar. Any waiver of the terms herein by TaxJar must be in a writing signed by an authorized officer of TaxJar and expressly referencing the applicable provisions of this Agreement. TaxJar shall be not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by California law as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in San Diego County, California or federal court for the Southern District of California. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement “including” means “including but not limited to”. This Agreement does not limit any rights that TaxJar may have under trade secret, copyright, patent or other laws.
20. Termination
Subject to earlier termination as provided below, TaxJar may terminate your account and this Agreement at any time by providing notice to the administrative email address associated with your account. Your rights under this Agreement may be terminated by TaxJar upon fifteen (15) days’ notice if you fail to comply with any term or condition of this Agreement or no longer consent to electronic Communications, or upon ten (10) days’ notice upon failure to make the specified payments. Upon such termination, you must immediately cease using the Services. Any termination of this Agreement shall not affect TaxJar’s rights hereunder, including all accrued rights to payment and the terms of Sections 4, 7-8, 11-14, 16-21. TaxJar reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Your Content on the Service (if any) may be permanently deleted by TaxJar upon any termination of your account in its sole discretion. You may terminate your account with TaxJar at any time from within your account settings.
21. U.S. Government Restricted Rights
You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by Company on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
22. Questions
You can contact TaxJar by email at [email protected] if you have a question or concern or complaint about any product or service we sell over the Internet.
TaxJar SmartCalcs API License Agreement
TPS UNLIMITED, INC. D/B/A TAXJAR (“TAXJAR”) MAKES ITS SMARTCALCS APPLICATION PROGRAMMING INTERFACE AND RELATED SOFTWARE AND SERVICES (“API”) AVAILABLE TO YOU PURSUANT TO THE TERMS OF THIS API LICENSE AGREEMENT (“AGREEMENT”). BY INTERACTING IN ANY WAY WITH THE API, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“YOU”) UNCONDITIONALLY CONSENT AND AGREE TO BE BOUND BY AND A PARTY TO THIS AGREEMENT.
1. Grant of License
Subject to Your full compliance with all of the terms and conditions of this Agreement, TaxJar grants You a non-exclusive, revocable, nonsublicensable, nontransferable right to use the API (including the object code of any software made available by TaxJar in connection with the API) to develop, use and make available website(s) and application(s) (“Your Apps”) that interoperate with the products and services offered by TaxJar (“TaxJar Services”) and to access and receive sales tax-related information made available by TaxJar through the API (“Content”). You may not use the API for any other purpose without TaxJar ‘s prior written consent. For clarity, Your access to and use of the TaxJar Services and Content are governed by TaxJar’s Terms of Service, available at https://www.taxjar.com/terms-of-service/.
2. Proprietary Rights
As between You and TaxJar, the API, TaxJar Services, and Content, and all derivatives thereof and all intellectual property rights are and shall at all times remain the sole and exclusive property of TaxJar or its licensors and are protected by applicable intellectual property laws.
3. Restrictions and Obligations
TaxJar expressly reserves the right to limit frequency and/or, up to the limit stated in the TaxJar Services payment plan that You have subscribed to, the number of API requests, in each case, in its sole discretion. Except as expressly authorized under this Agreement or by TaxJar, You may not (A) copy, rent, lease, sell , transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the API or Content; use the API on behalf of any third party; attempt or provide a means to execute any “bulk download” operations, including without limitation by “crawling” the API or Content; cache or otherwise store any Content and/or modify any Content; (B) use the API or any Content in connection with or to promote any products, services or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, spam, pornography or other offensive purposes; (C) use the API or any Content in any manner or for any purpose that violates any applicable law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality; (D) use the API in a manner that adversely impacts the stability of the API; (E) use the API to send fraudulent requests; or (F) use the API to create a product or service that is competitive with any TaxJar Service.
4. Fees
To the extent Your use of the API is made available for any fee, such fees are specified in the payment plan that You have subscribed to, as outlined at https://www.taxjar.com/pricing/, and You agree to pay all such fees as provided in and subject to the terms of TaxJar’s Terms of Service, available at https://www.taxjar.com/terms-of-service. TaxJar reserves the right to change TaxJar’s prices. If TaxJar does change prices, TaxJar will provide notice of the change on the Site or in email to You, at TaxJar’s option, at least fourteen (14) days before the change is to take effect.
5. Warranty Disclaimer
THE API AND CONTENT ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAXJAR, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, RETAILERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE API AND CONTENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, QUALITY, TIMELINESS, AND NON-INFRINGEMENT. TAXJAR DOES NOT WARRANT THAT API OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE API OR CONTENT, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM TAXJAR OR THROUGH THE API SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
6. Modifications to this Agreement
TaxJar reserves the right to modify this Agreement from time to time. If TaxJar does this, TaxJar will post the changes to this Agreement on this page and will indicate at the top of this page the date this Agreement was last revised. We will also notify You, either through the TaxJar Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than thirty (30) days after they are posted, except that changes addressing new functions of the API or other TaxJar Services or changes made for legal reasons will be effective immediately. Your continued use of the API after the date any such changes become effective constitutes Your acceptance of the new Agreement.
7. Support
This Agreement does not entitle You to any support for the API, unless You make separate arrangements with TaxJar and pay all associated fees. Any such support provided by TaxJar shall be subject to the terms of this Agreement as modified by the associated support agreement.
8. Liability Limitation
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE ENTIRE CUMULATIVE LIABILITY OF TAXJAR AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR LICENSE OR USE OF THE API OR CONTENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO TAXJAR FOR THE API AND/OR CONTENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAXJAR AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, INABILITY TO FILE YOUR TAX RETURN , DELAY IN PREPARING YOUR TAX RETURN , INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO TAXJAR, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF TAXJAR OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT DOES TAXJAR ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE API OR CONTENT.
9. Indemnity
You shall defend, indemnify, and hold harmless TaxJar from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from Your breach of this Agreement, any of Your Apps, or Your other access, contribution to, use or misuse of the API or Content. TaxJar shall provide notice to You of any such claim, suit or demand. TaxJar reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, You agree to cooperate with any reasonable requests assisting TaxJar’s defense of such matter.
10. Term and Termination
Subject to earlier termination as provided below, TaxJar may terminate Your account and this Agreement at any time by providing thirty (30) days prior notice to the administrative email address associated with Your account. Your rights under this Agreement may be terminated by TaxJar upon fifteen (15) days’ notice if You fail to comply with any term or condition of this Agreement, or upon ten (10) days’ notice upon failure to make the specified payments. Upon such termination, You must immediately cease using and destroy all copies of the API and Content (including any derivatives thereof) in Your possession or control. Any termination of this Agreement shall not affect TaxJar’s rights hereunder, including all accrued rights to payment and the terms of Sections 2-13. TaxJar reserves the right to modify or discontinue, temporarily or permanently, the API and Content (or any part thereof). You may terminate Your account with TaxJar at any time from within Your account settings.
11. Government Use
If You are part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the API is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The API is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the API by the Government shall be governed solely by the terms of this Agreement.
12. Export Controls
You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and You shall not export, or allow the export or re-export of the API in violation of any such restrictions, laws or regulations. By using the API, You agree to the foregoing and represent and warrant that You are not located in, under the control of, or a national or resident of any restricted country.
13. Miscellaneous
You may not assign this Agreement without the prior written consent of TaxJar, but TaxJar may assign or transfer this Agreement, in whole or in part, without restriction. This Agreement (and any additional terms and conditions with which TaxJar amends or supplements this Agreement), together with the TaxJar Terms of Service, is a complete statement of the agreement between You and TaxJar with regards to the subject matter hereof, and sets forth the entire liability of TaxJar and its Suppliers and Your exclusive remedy with respect to the API and Content and their use. You agree that TaxJar is not acting as Your agent or fiduciary in connection with Your use of the API or Content. The Suppliers, agents, employees, distributors, and dealers of TaxJar are not authorized to make to make any additional representations, commitments, or warranties binding on TaxJar. Any waiver of the terms herein by TaxJar must be in a writing signed by an authorized officer of TaxJar and expressly referencing the applicable provisions of this Agreement. TaxJar shall be not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by California law as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in San Diego County, California or federal court for the Southern District of California. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement “including” means “including but not limited to”. This Agreement does not limit any rights that TaxJar may have under trade secret, copyright, patent or other laws.