Terms of Use
Last updated: August 22, 2019
Acceptance of the Terms of Use
These terms of use are entered into by and between you and TaxRate LLC, a California limited liability company (“Company”, “we”, “our”, or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use” or “Terms”), govern your access to and use of the TaxRate.io software, including the application program interface (API), the admin panel, and any content, functionality, features, and services offered on or through the software (collectively, “TaxRate.io” or “TAXRATE.IO”), as well as the Company website, www.taxrate.io, all subdomains thereof, and social media accounts, pages, and other online platforms we operate related to TaxRate.io (collectively, the “Site”), whether as a guest or a registered user. References herein to “TaxRate.io” or “TAXRATE.IO” shall also mean to include the Site, as the context requires. References herein to “you”, “your”, or “yours” shall refer to you.
PLEASE READ THE TERMS OF USE CAREFULLY BEFORE YOU START TO REGISTER WITH, USE, OR ACCESS TAXRATE.IO. BY REGISTERING WITH, USING, OR ACCESSING TAXRATE.IO, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE, WHICH ALSO INCLUDES THE TERMS OF OUR PRIVACY POLICY, FOUND AT www.taxrate.io/#/terms-of-use, INCORPORATED HEREIN BY REFERENCE; (B) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND OF LEGAL AGE AND CAPACITY TO ENTER INTO A BINDING AGREEMENT, AND IF YOU ARE ENTERING INTO THIS BINDING AGREEMENT ON BEHALF OF AN ENTITY, THAT YOU ARE DULY AUTHORIZED TO BIND THAT ENTITY; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU AND/OR THE ENTITY YOU REPRESENT ARE LEGALLY BOUND BY IT. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE TAXRATE.IO OR THE SITE. REFERENCES HEREIN TO “USE” OR “ACCESS” SHALL INCLUDING DOWNLOADING, INSTALLING, REGISTERING WITH, USING, AND/OR ACCESSING TAXRATE.IO, INCLUDING USING THE CONTENT, FEATURES, FUNCTIONALITY, AND/OR SERVICES OF TAXRATE.IO.
THESE TERMS INCLUDE: (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF TAXRATE.IO AND/OR THE SITE.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. When we do update these Terms, we will also revise the “Last Updated” date at the top of these Terms. All changes are effective immediately when we post them. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction and Arbitration will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on our website at www.taxrate.io.
Your continued use of TaxRate.io following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. We may send you a courtesy email if we have an email address on file for you notifying you of changes to the Terms of Use.
About TaxRate.io
TaxRate.io provides users with an easy and efficient database service for identifying sales tax information via our developer API and Web-based admin panel. Our software provides respective sales tax data based on the geographical location of users and their customers.
Accessing TaxRate.io, Account Security, and End User Activity
To access TaxRate.io and/or some of its content, features, functionality, and/or services, you may be required to register a user account (“Account”), where you may be required to share certain personal or otherwise identifying information, and receive one API key. It is a condition of your use of TaxRate.io that all the information you provide is correct, current, and complete. You agree that all information you provide to register with TaxRate.io or otherwise, including but not limited to through the use of any content, features, functionality, or services on TaxRate.io, is governed by our Terms of Use, including the Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Terms of Use, including the Privacy Policy.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity (or, in the case you are an entity, to such of your employee(s) and/or agent(s) with a need to know such information and who are bound by customary confidentiality obligations). You also acknowledge that your account is solely for you or the entity you represent and agree not to provide any other person with access to TaxRate.io or portions of it using your user name, password or other security information. You are responsible for all actions that occur under your Account, whether authorized by you or unauthorized, and we are not responsible for any unauthorized use of your Account. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared device so that others are not able to view or record your password or other sensitive information.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
You acknowledge and accept that certain content, features, functionality, and/or services of TaxRate.io may be unavailable to you unless you register an Account. You further acknowledge and accept that certain content, features, functionality, and/or services of TaxRate.io may be available subject to payment by you.
We will not be liable if for any reason all or any part of TaxRate.io is unavailable at any time, for any period, or at all. Further, we also reserve the right to suspend, restrict, or otherwise limit users’ access to or use of TaxRate.io at any time, for any period, or at all, in our sole discretion, with or without reason or cause, and without notice. From time to time, we may restrict access to some or all parts of TaxRate.io, to users, including registered users.
You are responsible for (i) making all arrangements necessary for you to have access to TaxRate.io; and (ii) ensuring that all persons who access TaxRate.io through your Account (“End User” or “End Users”) are aware of these Terms of Use and comply with them. You will be responsible for any action taken through your Account by End Users and their compliance with the present Terms. If an End User violates the present Terms and you become aware of such violation, you shall immediately terminate such End User’s access to your Account. Further, we do not provide customer support to End Users unless otherwise agreed, and you shall bear the responsibility of providing such customer support for End Users.
Payment and Fees
Users of TaxRate.io subscribe to a subscription plan, recurring on a monthly basis, and agree to pay the Company such fees (including service fees, charges, and other payments, collectively, “fees”) as will be established by Company through the Site, TaxRate.io, or other communication from the Company to you. Fees subject to payment shall be billed monthly at the beginning of the month for that month; however, we reserve the right at our sole discretion to bill fees more frequently. Fees are subject to change at our sole discretion: (a) effective after 30 days of our notice to you in regards to services that are being used by you at the time of notice, and (b) effective immediately upon notice for new services. Late payments are subject to interest at the rate of 1% per month or, if lower, the highest interest rate permitted by applicable law. All payments payable by you to us hereunder, whether in the form of fees or otherwise, are not subject to counterclaim, setoff, withholding or deduction.
Fees payable by you shall be exclusive of any taxes and duties that are your liability under applicable law. By using TaxRate.io, you hereby agree to cooperate with us in determining whether you are subject to or exempt from any applicable taxes and duties, including providing us with respective documentation to our satisfaction that confirm your exemption from any applicable tax and/or duty for any jurisdiction. Any modification in fees payable by you shall be implemented only upon our satisfactory receipt of such documentation. If fees payable by you are subject to withholding or deduction, then such fees shall be increased to the extent necessary so that the amount actually received by us is equal to the amount that would have been received had the fees payable not been subject to withholding or deduction; further, in such case, you shall provide us with respective documentation to our satisfaction that the withheld or deducted amounts have indeed been paid to the respective tax authority.
Users may decide to upgrade, downgrade, or cancel their subscription plan with a notice of five business days prior to the end of the then-current billing cycle, effective for the next billing cycle. No refunds will be provided for any fees paid or in case the user elects to upgrade, downgrade, or cancel the subscription plan. All payment method information that you provide as a user must be accurate, active, and complete, and must be in a payment method that we support. By accessing and using TaxRate.io, you authorize us charge your account for monies owed by you to the Company in accordance with these Terms. You hereby represent and warrant that your use of such payment method is legal, that you have the right to use such payment method as a way to pay for your use of TaxRate.io. Payments to TaxRate.io may be processed through a third-party vendor, in which case the processing of such payments, refunds, accuracy of payment methods and related matters are governed by the policies of such vendors in addition to these Terms. If upon the termination of these Terms toward you, you owe monies related to your use of TaxRate.io, then you agree to pay such monies, and you agree for us to take all necessary and reasonable steps to that effect.
License Grant
Subject to these Terms, the Company grants you a limited, non-exclusive, non-sublicenseable, and nontransferable license to: (a) download, install, register with, utilize, use, incorporate, and access TaxRate.io for your personal or corporate use, as relevant and as provided hereunder, and for non-commercial or commercial use as expressly authorized by these Terms on a Device (computer, tablet, smartphone, mobile device, or any electronic device owned or otherwise controlled by you, a “Device”) authorized under the license granted by the Company to you, strictly in accordance with these Terms; and (b) access, stream, download, and use on such Device the content, features, functionality, and services made available in or otherwise accessible through TaxRate.io, strictly in accordance with these Terms. You may incorporate TaxRate.io in your activities, whether as a person or entity, to support you in determining the respective tax data applicable for your own transactions, whether commercial or non-commercial in nature. Such use shall be the only permissible non-commercial or commercial use of TaxRate.io provided hereunder. For the avoidance of doubt, you may not use TaxRate.io to provide consulting or support services to third parties or for other purposes unrelated to determining applicable tax data for your own transactions.
License Restrictions
You shall not: (a) copy TaxRate.io, except as expressly permitted by this license; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of TaxRate.io; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of TaxRate.io or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from TaxRate.io, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available TaxRate.io, or any content, features, or functionality of TaxRate.io, to any third party for any reason, including by making TaxRate.io available on a network where it is capable of being accessed by more than one device at any time, except as expressly authorized by these Terms; or (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting TaxRate.io.
Reservation of Rights
You acknowledge and agree that TaxRate.io is provided under license, and not sold, to you. You do not acquire any ownership interest in TaxRate.io under these Terms, or any other rights thereto other than to use TaxRate.io in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. The Company and its licensors and vendors reserve and shall retain their entire right, title, and interest in and to TaxRate.io, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.
Collection and Use of Your Information
All information we collect through or in connection with TaxRate.io and the Site is subject to our Privacy Policy, available at www.taxrate.io/#/privacy-policy and incorporated herein by reference. By downloading, installing, registering with, using, accessing and providing information to or through TaxRate.io and the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Updates
We may from time to time in our sole discretion develop and provide updates for TaxRate.io and/or otherwise make changes to all or parts of TaxRate.io and/or the Site, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain content, features, functionality, and services. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular content, features, functionality, or service. Based on your Device settings, when your Device is connected to the internet either: (a) TaxRate.io will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates.
We may or may not backup any or all content, features, functionality, services, or aspects of TaxRate.io, including your settings; however, we take no responsibility for any such material that is lost, damaged, or deleted, and you hereby acknowledge and agree that we are in no way liable for any damage that this action or omission may cause you.
Further, we reserve the right to in any way modify, amend, or withdraw the content, features, functionality, status, settings, condition, and/or other customized or personal features of TaxRate.io for a user or users at any time, for any period, or at all, in our sole discretion, with or without reason or cause, and without notice.
You shall promptly download and install all Updates and acknowledge and agree that TaxRate.io or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of TaxRate.io and be subject to all terms and conditions of these Terms.
Intellectual Property Rights
TaxRate.io, the Site, and its and their entire contents, features, functionality, and services (including but not limited to any and all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, user accounts, Accounts, titles, computer code, themes, objects, avatars, avatar names, stories, dialogue, catch phrases, locations, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, any related documentation, “applets” incorporated into TaxRate.io and/or the Site, and the client and server software) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
You agree that you have no rights or title in or to any content that appears in TaxRate.io and/or the Site, including any attributes associated with your access and use of TaxRate.io or stored on TaxRate.io’s server. As provided above, all such content, features, and functionality shall be owned by the Company, its licensors, or other providers of such material.
You agree to fully and exclusively assign to us upon creation, with full and exclusive ownership rights, any intellectual property or other tangible or intangible rights, interest, or title that you have or may have toward such content, including any suggestions or feedback you share with us in regards to TaxRate.io and/or the Site. You further agree to waive any and all causes of action against us that you may have in regards to any right, interest, or title that cannot be assigned to us in accordance with these Terms of Use.
These Terms of Use permit you to access and use TaxRate.io and the Site only for your personal or corporate use, as relevant, and only for non-commercial or commercial use as expressly authorized under these Terms. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on TaxRate.io, except as follows: (i) your Device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; and (ii) you may store files that are automatically cached by your Device for display enhancement purposes.
You must not: (i) modify copies of any materials from TaxRate.io; (ii) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; and (iii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of TaxRate.io or any services or materials available through TaxRate.io, except as expressly authorized by these Terms.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of TaxRate.io in breach of these Terms, your right to use TaxRate.io may be ceased immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to TaxRate.io or any content on TaxRate.io is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of TaxRate.io not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
Trademarks
The Company name, the names and application icons of TaxRate.io, the Company and TaxRate.io logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on TaxRate.io are the trademarks of their respective owners.
Prohibited Uses
You may use TaxRate.io and the Site only for lawful purposes and in accordance with these Terms. You agree not to use TaxRate.io or the Site: (i) in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (ii) for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (iii) to send, knowingly receive, upload, download, use or re-use any material which does not comply with applicable federal, state, local and/or international laws and regulations; (iv) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation; (v) to impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); or (vi) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of TaxRate.io or the Site, or which, as determined by us, may harm the Company or users of TaxRate.io or the Site or expose them to liability.
Additionally, you agree not to: (s) use TaxRate.io in any manner that could disable, overburden, damage, or impair TaxRate.io or interfere with any other party's use of TaxRate.io, including their ability to engage in real time activities through TaxRate.io; (t) use any robot, spider or other automatic device, process or means to access TaxRate.io for any purpose, including monitoring or copying any of the material on TaxRate.io; (u) use any manual process to monitor or copy any of the material on TaxRate.io or for any other unauthorized purpose without our prior written consent; (v) use any device, software or routine that interferes with the proper working of TaxRate.io; (w) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (x) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of TaxRate.io, the server on which TaxRate.io is stored, or any server, computer, Device, or database connected to TaxRate.io; (y) attack TaxRate.io via a denial-of-service attack or a distributed denial-of-service attack; or (z) otherwise attempt to interfere with the proper working of TaxRate.io.
User Contributions
TaxRate.io and/or the Site may certain features that allow users to post, submit, publish, display or transmit to other users, other persons, or for themselves, or to us (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through TaxRate.io or the Site. All User Contributions must in their entirety comply with all applicable federal, state, local and/or international laws and regulations.
We may or may not backup User Contributions, and we cannot guarantee that the User Contributions will not be lost, damaged, or deleted. You hereby acknowledge and agree that we are in no way liable for any damage that this action or omission may cause you.
We may or may not backup the status, condition, content, and/or other customized or personal features of TaxRate.io, including your Account and the status, condition, content, and/or other customized or personal features thereof, and we cannot guarantee that the same will not be lost, damaged, or deleted. You hereby acknowledge and agree that we are in no way liable for any damage that this action or omission may cause you.
Monitoring and Enforcement; Suspension and Termination
We have the right to: (i) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of TaxRate.io; and (ii) terminate, remove, or suspend your access, including your Account, to all or part of TaxRate.io for any or no reason, including without limitation, any violation of these Terms. You acknowledge that our exercising of these rights may cause harm or damages to you, and you hereby acknowledge and agree that the Company shall not be liable for any such harm or damages.
If you breach any of the terms of these Terms, all licenses granted by us, including permission to use TaxRate.io, will terminate automatically. Additionally, we may suspend, disable, or delete your Account, your access to or use of TaxRate.io, or any part of the foregoing with or without notice, for any or no reason. If we delete your Account for any suspected breach of these Terms by you, you are prohibited from re-registering on TaxRate.io under a different name. You hereby acknowledge and agree that the Company shall not be liable for any harm or damages such actions or omissions may cause. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by the Company or you. Termination will not limit any of our other rights or remedies at law or in equity.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through TaxRate.io and/or the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND VENDORS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Suspension or termination of your access to TaxRate.io as provided hereunder shall be without prejudice to your obligation to pay any outstanding monies, including fees, payable by you to us. Further, in case of termination, you shall immediately return to us or destroy, at our sole discretion, any confidential proprietary, and/or sensitive information, documents, content, or other items of the Company. Any accrued rights and indemnities as well as any contractual provisions hereof that are intended to survive termination of these Terms shall survive the termination of these Terms. For the avoidance of doubt and without limiting the generality of the foregoing, clauses on Payment and Fees; Reservation of Rights; Intellectual Property Rights; Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law and Jurisdiction; Arbitration, Dispute Resolution, and Class Action Waiver; and Limitation on Time to File Claims shall survive termination.
Copyright Policy
We respect the intellectual property rights of others and expect our users to do the same. Content found to be infringing on the intellectual property rights of others will be removed in accordance Digital Millenium Copyright Act of 1998. If you believe copyright is being unlawfully infringed upon by a user(s) on or through TaxRate.io and/or the Site, and if you have the authority to act (e.g., you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright), then please report the alleged copyright infringements taking place on or through TaxRate.io and/or the Site by completing the following notice in accordance with 17 U.S.C. § 512(c) and delivering it to our Designated Copyright Agent. Upon receipt of the notice as described below, we will take whatever action we deem appropriate in our sole discretion, including removal of the infringing material from TaxRate.io and/or the Site. The notification must include the following information: (i) identify the copyrighted work(s) that you claim has been infringed; (ii) identify the infringing material which you request us to removed; (iii) provide your mailing address, telephone number, and e-mail address; (iv) include a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; (v) include a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner; and (vi) provide your full legal name and your physical or electronic signature.
TaxRate LLC’s Copyright Agent to receive such notifications is:
3467 Ocean View Blvd., Ste A, Glendale, CA 91208
info@taxrate.io
Pursuant to 17 U.S.C. §512(f), the complaining party is subject to liability for any costs, attorney’s fees, and damages incurred by us in connection with the notification if the notification contains any misrepresentation of material fact.
Reliance on Information Posted
The information presented on or through TaxRate.io and/or the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor or user of TaxRate.io and/or the Site, or by anyone who may be informed of any of its contents.
Third-Party Materials and Links
TaxRate.io and/or the Site may display, include, incorporate, or make available third-party content (including data, information, applications, and other products, services, and/or materials provided by other users and third parties, including federal, state, and local governmental agencies) or provide links (each, a “Link”) to third-party websites, sites, resources, or services, including through third-party advertising as well as links contained in advertisements, including banner advertisements and sponsored links, as well as links to websites or applications (collectively, including Links, the “Third-Party Materials”). You acknowledge and agree that the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. All statements and/or opinions expressed in Third-Party Materials, other than the content provided by the Company, are solely the responsibility of the person or entity providing the same. The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. We have no control over the contents of Third-Party Materials and Links, sites, or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the Third-Party Materials and Links linked to TaxRate.io and/or the Site, you do so entirely at your own risk and subject to the terms and conditions of use for such Third-Party Materials and Links. Third-Party Materials, Links, and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
Geographic Restrictions
The owner of TaxRate.io is based in the State of California in the United States. We provide TaxRate.io for access and use only by persons located in the United States. We make no claims that TaxRate.io or any of its content, features, functionality, or services is accessible or appropriate outside of the United States, and you acknowledge that you may not be able to access all or some of TaxRate.io outside of the United States. Access to TaxRate.io may not be legal by certain persons or in certain countries. If you access TaxRate.io from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
DISCLAIMER OF WARRANTIES
You understand that we cannot and do not guarantee or warrant that TaxRate.io and any material, content, functionality, feature, or service thereof will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE, DEVICE PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF TAXRATE.IO OR ANY SERVICES OR ITEMS OBTAINED THROUGH TAXRATE.IO OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY LINKS, APPLICATION OR WEBSITE (EACH, A “PAGE”) LINKED TO IT.
YOUR USE OF TAXRATE.IO, ITS CONTENT, FEATURES, FUNCTIONALITY, AND ANY SERVICES OR ITEMS OBTAINED THROUGH E IS AT YOUR OWN RISK. TAXRATE.IO, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH TAXRATE.IO ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OWNERS, SHAREHOLDERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, VENDORS, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS, AND ASSIGNS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO TAXRATE.IO, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE COMPLETENESS, SECURITY, TIMELINESS, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF TAXRATE.IO, ITS CONTENT, FEATURES, FUNCTIONALITY, AND SERVICES AND ITEMS OBTAINED THROUGH TAXRATE.IO (INCLUDING, WITHOUT LIMITATION, THE SALES TAX DATA PROVIDED THROUGH TAXRATE.IO), OR THAT THE SAME ARE COMPLETE, SECURE, TIMELY, RELIABLE, OF PROPER QUALITY, ACCURATE, WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, DEVICES, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE VIRUS- OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, OR THAT TAXRATE.IO OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, ERRORS, OR OTHER HARMFUL COMPONENTS OR THAT TAXRATE.IO OR ANY SERVICES OR ITEMS OBTAINED THROUGH TAXRATE.IO WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. FURTHER, THE COMPANY DOES NOT WARRANT ANY HARM TO YOUR COMPUTER SYSTEM AND/OR DEVICE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF TAXRATE.IO, ITS CONTENT, FEATURES, FUNCTIONALITY, AND SERVICES AND ITEMS OBTAINED THROUGH TAXRATE.IO, OR THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY CONTENT OR OTHER COMMUNICATIONS MAINTAINED BY THE COMPANY. FURTHER, THE COMPANY DOES NOT WARRANT THE QUALITY, SAFETY, SUITABILITY, RELIABILITY, OR AVAILABILITY OF ANY CONTENT, PRODUCTS, GOODS, AND/OR SERVICES OBTAINED BY YOU FROM THIRD PARTIES (INCLUDING FEDERAL, STATE, AND LOCAL GOVERNMENTAL AGENCIES) THROUGH TAXRATE.IO. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND/OR USE OF TAXRATE.IO, AND ANY THIRD PARTY (INCLUDING INCLUDING FEDERAL, STATE, AND LOCAL GOVERNMENTAL AGENCY) CONTENT, PRODUCTS, GOODS, AND/OR SERVICES, REMAINS SOLELY WITH YOU.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OWNERS, SHAREHOLDERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, VENDORS, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, TAXRATE.IO, ANY SITES LINKED TO TAXRATE.IO, ANY CONTENT ON TAXRATE.IO OR SUCH OTHER SITES OR SUCH OTHER PAGES OR ANY SERVICES OR ITEMS OBTAINED THROUGH TAXRATE.IO OR SUCH OTHER SITES OR SUCH OTHER PAGES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, PROPERTY DAMAGE, FINES, INTERESTS, CITATIONS, AND PENALTIES OF ANY NATURE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, ARISING FROM OR RELATED TO: (I) THESE TERMS; (II) THE USE OR INABILITY TO USE TAXRATE.IO; (III) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON TAXRATE.IO, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (IV) ANY CONTENT OBTAINED FROM TAXRATE.IO, INCLUDING USER CONTRIBUTIONS; (V) THE UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT, INCLUDING USER CONTRIBUTIONS; OR (VI) ANY CONTENT, PRODUCTS, GOODS AND/OR SERVICES YOU RECEIVE FROM THIRD PARTIES (INCLUDING FEDERAL, STATE, AND LOCAL GOVERNMENTAL AGENCIES); IN EACH CASE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY IN CASE OF ANY GRIEVANCE, ACTION, OR COMPLAINT IN REGARDS TO TAXRATE.IO OR BREACH BY US OF THESE TERMS IS TO DISCONTINUE YOUR USE OF TAXRATE.IO. NOTWITHSTANDING ANYTHING CONTRARY IN THESE TERMS, OUR (AND OUR AFFILIATES’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (UNDER ANY LEGAL THEORY, CAUSE, OR GROUND, WHETHER IN CONTRACT, TORT, OR OTHERWISE), WILL AT ALL TIMES BE LIMITED TO THE AGGREGATE AMOUNT THE COMPANY HAS ACTUALLY RECEIVED FROM YOU DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GIVES RIGHT TO YOUR DAMAGE, OR FIFTY US DOLLARS ($50), WHICHEVER IS GREATER; NOTWITHSTANDING THE FOREGOING, THE COMPANY MAY, AT ITS OPTION, INSTEAD DECIDE TO RE-PERFORM THE SERVICES WHICH ARE PERFORMED THROUGH TAXRATE.IO. THIS LIMIT SHALL REMAIN IN EFFECT EVEN IF THERE IS MORE THAN ONE CLAIM.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES INCURRED DUE TO THE SALES TAX DATA PROVIDED THROUGH TAXRATE.IO NOT BEING COMPLETE, ACCURATE, TIMELY, RELIABLE, OR AVAILABLE.
THE LIMITATIONS OF THIS SECTION SHALL APPLY WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
BY USING OR ACCESSING TAXRATE.IO, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
By agreeing to these Terms and using TaxRate.io, you agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and vendors, and its and their respective officers, directors, shareholders, partners, owners, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including attorneys’ fees and costs) arising out of or relating to: (i) your violation of these Terms of Use or your use of or access to TaxRate.io, including, but not limited to, your User Contributions, any use of TaxRate.io’s or the Site’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from TaxRate.io; (ii) your violation or breach of any term of these Terms or any applicable law or regulation; (iii) your violation of any rights of any third party; (iv) any claim that your User Contributions caused damage to a third party; and (v) your negligence or willful misconduct.
In case of any claim subject to indemnification hereunder, we will give you prompt notice of such claim; however, failing to give you such prompt notice shall not be deemed a waiver of our right to indemnification hereunder. Indemnification by you as provided hereunder may be achieved through, at our discretion: (a) engaging counsel of your choosing, subject to our prior written consent, or (b) reimbursing the reasonable costs of counsel engaged by us. Any settlement of the claim shall not be entered into and shall not be effective unless confirmed through our prior written consent. We reserve the right to assume the defense of the claim at any time.
Export Regulation
TaxRate.io may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release TaxRate.io to, or make TaxRate.io accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making TaxRate.io available outside the US, including to any of your End Users.
US Government Rights
TaxRate.io is commercial computer software and includes commercial items, computer software documentation, and technical data, as such terms are defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to TaxRate.io as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
Governing Law and Jurisdiction
All matters relating to TaxRate.io and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction). You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
Arbitration, Dispute Resolution, and Class Action Waiver
Binding Arbitration. Any dispute or claim arising in any way from your use of TaxRate.io, except for disputes relating to the infringement of our intellectual property rights or the access or use of TaxRate.io in violation of these Terms, will be resolved by binding arbitration, rather than in court, but you may assert claims in small claims court if your claims qualify.
No Judge or Jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would.
Arbitrator and Rules. The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings shall be governed by the AAA Commercial Arbitration Rules (and, where relevant, Consumer Due Process Protocol and Supplementary Procedures for Resolution of Consumer Related Disputes). These rules can be found on the AAA website at www.adr.org.
Starting an Arbitration. To begin an arbitration proceeding, you must send us a notice of dispute, in writing, setting forth your name, address and contact information, the facts of the dispute and relief requested. You must send your notice of legal dispute to us at the following address: info@taxrate.io. The Company will send any notice of dispute to you at the contact information we have for you.
Format of Proceedings. The arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions.
Fees. If you initiate arbitration as a individual consumer, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules; unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, the Company will pay all other AAA and arbitrator’s fees and expenses.
Individual Basis and Waiver of Trial by Jury. To the fullest extent permitted by applicable law, you and the Company each agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, you acknowledge and agree that any controversy that may arise under these Terms is likely to involve complicated and difficult issues and, therefore, you and we irrevocably and unconditionally waive any right you or we may have to a trial by jury in respect of any legal action arising out of or relating to these Terms. As a result, PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS.
Enforcement. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods shall have no applicability.
Invalidity. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and the Company each agree to the exclusive jurisdiction of the Federal and State courts located in the County of Los Angeles, State of California, and you and the Company each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.
Opting Out. If you do not want to arbitrate disputes with the Company and you are an individual, you may opt out of this arbitration agreement by sending an email to info@taxrate.io within thirty (30) days of the first of the date you access or use TaxRate.io.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR TAXRATE.IO MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired.
Entire Agreement
The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and TaxRate LLC with respect to the application TaxRate.io and its website, www.taxrate.io, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to TaxRate.io and its website. Your use of and access to the Company’s pages on social media platforms may also be subject to the respective terms of use and privacy policy of such platforms.
Injunctive Relief
You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
Notices
We may give notice to you by means of a general notice on TaxRate.io, electronic mail, or by written communication sent by first class mail or pre-paid post. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to us (such notice shall be deemed given when received by us) at any time by sending an email to info@taxrate.io. Please specify the reason for the email in the subject line so it can be forwarded to the proper department.
Miscellaneous
These Terms will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company, which may be withheld at the Company’s sole and absolute discretion. Any attempt by you to assign these Terms without the written consent of the Company shall be null and void. Nothing contained in these Terms will be deemed to constitute either party as the agent, employee or representative of the other party or both parties as joint venturers or partners for any purpose, and neither party is authorized to bind the other party to any liability or obligation or to represent that such party has any such authority. We reserve the right to develop, consult on, support others on, offer, or otherwise provide the same or similar services, products, functions, or other features for persons or entities that may be competing or seen to be competing with you or the services, products, functions, or other features that you offer, develop, consult on, support other on, or otherwise provide. These Terms are not intended to and shall not be construed to give any third party any interest or right (including, without limitation, any third party beneficiary rights) with respect to or in connection with any agreement or provision contained herein or contemplated hereby. The headings and captions contained herein will not be considered to be part of the Terms but are for convenience only.
Your Comments and Concerns
TaxRate.io is operated by TaxRate LLC, a California limited liability company with an address at 3467 Ocean View Blvd., Ste A, Glendale, CA 91208. All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set forth therein. All other feedback, comments, requests for technical support and other communications relating to TaxRate.io should be directed to: info@taxrate.io.
