Terms of Use for Track1099 by Avalara

Welcome to Track1099 by Avalara (the "Service"), an online IRS and CRA compliance service designed for businesses. These terms of use (the "Terms") are intended to explain Avalara’s obligations as a service provider and your obligations as a customer. Please read them carefully.

In consideration of use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration page and (b) to maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, Avalara has the right to terminate your account and refuse any and all current or future use of the Service. You agree not to resell or transfer the Service or use of or access to the Service.

You affirm that all of the information entered into the Service for the purposes of submission, including to the Internal Revenue Service, Canadian Revenue Agency, and/or Social Security Administration, is true and accurate, to the best of your knowledge.

These Terms are binding on any use of the Service and apply to you from the time that Avalara provides you with access to the Service.

The Service may evolve over time. These Terms are not intended to answer every question or address every issue raised by the use of the Service. Avalara reserves the right to change these Terms at any time, effective upon the posting of modified terms. It is your obligation to ensure that You have read, understood and agree to the most recent terms.

By registering to use the Service you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person or entity for whom you are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

These Terms were last updated on October 1, 2021.

1. Definitions

"Avalara" means Avalara, Inc., a Washington corporation.

"Confidential Information" includes all information exchanged between the parties to these Terms, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.

"Data" means any data inputted by you or with your authority into the Website.

"Intellectual Property Right" means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"Website" means the internet site at the domain www.track1099.com or any other associated site operated by Avalara.

"Track1099" means Track1099 LLC which is a registered Delaware LLC taxed as a S-corporation.

"Invited Colleague" means any person or entity, other than the User, that uses the Service with the authorization of the User from time to time.

"User" means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

"you" means the User, and where the context permits, an Invited Colleague. "your" has a corresponding meaning.

2. Use of Software

You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that: you can form a binding contract with Avalara; you are not a person who is prohibited from receiving the Services under the laws of the United States, or any other applicable jurisdiction; and you will comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations, including applicable trade regulations.

Avalara grants you the right to access and use the Service via the Website with the particular user roles available to you according to your account type. This right is non-exclusive, non-transferable, and limited by and subject to these Terms. You acknowledge and agree that, subject to any applicable laws:

a. the User determines who is an Invited Colleague and what level of access to the relevant organization and Service that Invited Colleague has;

b. the User is responsible for all Invited Colleagues’ use of the Service;

c. the User controls each Invited Colleague’s access to the relevant organization and Service at all times and can revoke or change an Invited Colleague’s access at any time and for any reason, in which case that person or entity will cease to be an Invited Colleague; and

d. if there is any dispute between a User and an Invited Colleague regarding access to any organization or Service, the User shall decide what access or level of access to the relevant Data or Service that Invited Colleague shall have, if any.

e. You acknowledge and agree that Avalara may terminate your password or account or deny you or your Invited Colleagues access to all or part of the Website without prior notice if you engage in any conduct or activities that Avalara in its sole discretion believes violate these Terms, violate the rights of Avalara, or is otherwise inappropriate for continued access.

3. Use of Third Party Postal Mail Provider

Avalara has contracted with a bonded and insured direct mail vendor (the "Direct Mail Vendor") who is experienced at mailing sensitive documents.

a. The substitute 1099-series Form B, 1095-B, 1095-C, W-2 and 1042-S with instructions will be mailed out weekly through March of any year. To make the weekly mailing, you understand that the forms must be paid for under Print or Mail by 9pm PST on the Sunday evening of the week the forms will be mailed. You understand there is an extra fee with expedited mail during late January and early February.

b. Avalara and the Direct Mail Vendor take reasonable precautions to ensure the security of sensitive information contained on the forms being mailed, including using encryption for file transfer, deleting files at the Direct Mail Vendor once they have been printed, and tracking of the printing and mailing process.

c. You hereby authorize Avalara to transfer all information contained in the 1099-series Form B, 1095-B, 1095-C, W-2,1042-S, and T4A for which you have paid to be transferred to the Direct Mail Vendor who will print and mail the forms to the recipient(s).

d. Avalara will not be held responsible for incorrect recipient addresses as a result of incorrect information being entered by you into the forms. Avalara is not responsible for notifying you if the mailed form is returned by the US Postal Service.

e. You assume responsibility for ensuring the recipient received the mailed form and if not, assume responsibility for transmitting that information to the recipient unless Avalara or the Direct Mail Vendor failed to mail the forms.

f. No refunds are given after Avalara transfers the file containing the information to the Direct Mail Vendor.

4. Your Obligations

1. Payment obligations. You will pay all fees when due. If the User has signed up for the W-9/W-4/W-8 Subscription, an annual automatic credit card charge will appear in accordance with the details set out in the Pricing page. Track1099 will continue invoicing you in accordance with the W-9/W-4/W-8 Subscription Schedule until these Terms are terminated in accordance with Section 8 or the User specifically requests a cancellation. All Track1099 payment notices will be sent to you by email. Payments must be paid in accordance with the W-9/W-4/W-8 Subscription Schedule in order to continue the W-9/W-4/W-8 service.

2. General obligations. You must only use the Service and Website for your own lawful internal business purposes, in accordance with these Terms and any notice sent by Avalara or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to you.

3. Access conditions.

a. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Avalara of any unauthorized use of your passwords or any other breach of security. You must take all actions that Avalara reasonably deems necessary to maintain or enhance the security of Avalara's computing systems and networks and your access to the Services.

b. As a condition of these Terms, when accessing and using the Services, you must: (i) not attempt to undermine the security or integrity of Avalara's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks; (ii) not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website; (iii) not attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Services are hosted; (iv) not transmit, or input into the Website, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets that you do not have the right to use); (v) not enter content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual's privacy, is illegally unfair or deceptive, or creates a safety or health risk to an individual to the public; and (vi) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

4. Usage Limitations. Use of the Service may be subject to limitations. Any such limitations will be advised. Track1099.com is not intended for consumer use.

5. Communication Conditions. As a condition of these Terms, if you use any communication tools available through the Website (such as any forum, chat room or message center), you agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to) offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets that you do not have the right to use).

When you make any communication on the Website, you represent that you are permitted to make such communication. Avalara is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, you must exercise caution when using the communication tools available on the Website. Avalara reserves the right to remove any communication at any time in its sole discretion.

6. Indemnity. You agree to indemnify Avalara and its affiliates against all claims, costs, damage and loss arising from (i) your breach of any of these Terms, (ii) your violation of law, or (iii) or any obligation you may have to Avalara, including (but not limited to) any costs relating to the recovery of any transaction or subscription fees that are due but have not been paid by you.

5. Confidentiality and Privacy

1. Confidentiality:  Unless the relevant party has the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

2. Each party's obligations under this section will survive termination of these Terms.

3. The provisions of Sections 5.1 and 5.2 shall not apply to any information which: (i) is or becomes public knowledge other than by a breach of this clause; (ii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; (iii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or (iv) is independently developed without access to the Confidential Information.

4. Privacy: Avalara maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at www.track1099.com/info/privacy and you will be taken to have accepted that policy when you accept these Terms.

6. Intellectual Property

1. General. Title to, and all Intellectual Property Rights in, the Services, the Website, and the documentation relating to the Services remain the property of Avalara (or its licensors).

Avalara is the copyright owner or licensee of the content and/or information on the Website including but not limited to any screens appearing at the Website. You may not download and/or save a copy of any of the screens except as otherwise provided in these Terms, for any purpose. However, you may print a copy of the information on this Website for your personal use or records. If you make other use of this Website, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to penalties. Avalara does not grant any license or other authorization to any user of its trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by placing them on the Website.

2. Ownership of Data. Title to, and all Intellectual Property Rights in, the Data remain your property. However, your access to the Data is contingent on full payment of the transaction or subscription fees when due. You grant Avalara a license to use, copy, transmit, store, and back-up your information and Data for the purposes of enabling you to access and use the Services and for any other purpose related to provision of services to You.

3. Backup of Data. You must maintain copies of all Data inputted into the Service. Avalara adheres to policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Avalara expressly excludes liability for any loss of Data no matter how caused. You acknowledge that the Service is not intended for permanent storage and agree not to use the Service for general archiving or back-up purposes.

4. Third-party applications and your Data. If you enable third-party applications for use in conjunction with the Services, you acknowledge that Avalara may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Avalara shall not be responsible for any disclosure, modification or deletion of your Data resulting from any such access by third-party application providers.

5. Other websites.

Clicking on certain links within the Website might take you to other websites for which Avalara assumes no responsibility of any kind for the content, availability or otherwise. The content presented at this Website may vary depending upon your browser limitations.

You acknowledge and agree that Avalara and any of its Website co-branding providers have no responsibility for the accuracy or availability of information provided by linked sites. Links to external web sites do not constitute an endorsement by Avalara or its Website co-branding providers or the sponsors of such sites or the content, products, advertising or other materials presented on such sites.

Information in the many web pages that are linked to Avalara’s Website comes from a variety of sources. Much of it comes from unofficial or unaffiliated organizations and individuals, both internal and external to Avalara. Avalara does not author, edit, or monitor these unofficial pages or links. You acknowledge and agree that Avalara and its Website co-branding providers shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such external sites or resources.

7. Warranties and Acknowledgements

1. Authority. You warrant that where you have registered to use the Service on behalf of another person, you have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Terms, without limiting your own personal obligations under these Terms. You agree you do not conduct business for any unlawful purpose.

2. Acknowledgement. You acknowledge that you are authorized to use the Services and the Website and to access the information and Data that you input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to you through your use of the Website and the Services (whether that information and Data is your own or that of anyone else).

3. Avalara has no responsibility to any person other than you and nothing in these Terms confers, or purports to confer, a benefit on any person other than you. If you use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that: (i) you are responsible for ensuring that you have the right to do so; (ii) you are responsible for authorizing any person who is given access to information or Data, and you agree that Avalara has no obligation to provide any person access to such information or Data without your authorization and may refer any requests for information to you to address; and (iii) you will indemnify Avalara against any claims or loss relating to (i) Avalara's refusal to provide any person access to your information or Data in accordance with these Terms, (ii) Avalara’s making available information or Data to any person with your authorization.

4. The provision of, access to, and use of, the Services is on an "as is" basis and at your own risk.

5. Avalara does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Avalara is not in any way responsible for any such interference or prevention of your access or use of the Services.

6. Avalara is not your accountant or tax advisor and use of the Services does not constitute the receipt of accounting or tax advice. If you have any accounting or tax questions, please contact an accountant or tax professional.

7. It is your sole responsibility to determine that the Services meet the needs of your business and are suitable for the purposes for which they are used.

8. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is your responsibility to check that storage of and access to your Data via the Website will comply with laws applicable to you (including any laws requiring you to retain records).

9. If you wish to make purchases through the Website, you may be asked to supply certain information, including credit card or other payment mechanism information. You agree not to hold Avalara liable for any loss or damage of any sort incurred as a result of any such dealings with the credit card service provider through the Website. You agree that all information you provide through the Website for purposes of making purchases will be accurate, complete and current. You agree to pay all charges incurred by users of your account and credit card or other payment mechanism at the prices in effect when such charges are incurred. You also will be responsible for paying any applicable taxes relating to purchases through the Website.

10. You agree that nothing in our communications with you (including, but not limited to, the Website, any emails, web site content, attachments, enclosures or other accompanying materials) relating to any federal tax transaction or matter are or will be considered to be "covered opinions" as described in IRS Circular 230.

11. No warranties. Avalara gives no warranty about the Services. Without limiting the foregoing, Avalara does not warrant that the Services will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

Avalara takes commercially reasonable and appropriate measures, including encryption, to ensure that your personal information is disclosed only to those specified by you. However, the internet is an open system and we cannot and do not guarantee that the personal information you have entered will not be intercepted by others and decrypted.

12. Consumer guarantees. You warrant and represent that you are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

8. Limitation of Liability

1. To the maximum extent permitted by law, Avalara excludes all liability and responsibility to you (or any other person) for indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.

2. If you suffer loss or damage as a result of Avalara's negligence or failure to comply with these Terms, any claim by you against Avalara arising from Avalara's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the transaction or subscription fees paid by you in the previous 12 months.

3. If you are not satisfied with the Service, your sole and exclusive remedy is to terminate these Terms in accordance with Section 9.

9. Term and Termination

1. Trial policy. When you first sign up for access to the Services you can evaluate the Services under the associated trial usage conditions, with no obligation to continue to use the Services. If you choose to continue using the Services thereafter, you will be charged when you first add your payment details into the Services, as set out in more detail on the Pricing page. If you choose not to continue using the Services, you may delete your credit card on the Account page.

2. No-fault W-9/W-4/W-8 subscription termination. These Terms will continue for the period covered by the W-9/W-4/W-8 subscription fee paid or payable under Section 4.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided you continue to pay the prescribed subscription fee in accordance with the W-9/W-4/W-8 subscription fee schedule, unless either party terminates these Terms by giving at least one week’s advance email notice. If you elect to terminate these Terms by providing one week’s advance email notice, you shall be liable to pay all relevant subscription fees up to and including the day of termination of these Terms. Notwithstanding any termination, Data is kept in accordance with Avalara’s document retention policies.

3. 1099/W-2/1095-B/1095-C/94x termination and data storage. For 1099/W-2/1095-B/1095-C/94x and other forms, these Terms will terminate when Avalara or you deactivate your account. Notwithstanding any termination, Data is kept in accordance with Avalara’s document retention policies.

4. Breach. If you: (a) breach any of these Terms and do not remedy the breach within 7 days after receiving notice of the breach (if the breach is capable of being remedied); (b) breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of Sections 4.1, 4.2, 4.3 or 4.4 or any payment of transaction or subscription fees that are not paid in full; or (c) you or your business become insolvent or your business goes into liquidation or has a receiver or manager appointed of any of its assets or if you become insolvent, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction, Avalara may take any or all of the following actions, at its sole discretion (w) terminate these Terms and your use of the Services and the Website; (x) suspend for any definite or indefinite period of time, your use of the Services and the Website; (y) suspend or terminate access to all or any Data; or (z) take either of the actions in sub-clauses (w), (x) and (y) of this Section 9(4) in respect of any or all other persons whom you have authorized to have access to your information or Data.

For the avoidance of doubt, if payment of any fees due in relation to any of your subscriptions or transactions is not made in accordance with the requirements set out on the Pricing page, Avalara may suspend or terminate your use of the Service, the authority for all or any of your associated organizations to use the Service, or your rights of access to all or any Data.

5. Accrued Rights. Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of these Terms you will (1) remain liable for any accrued charges and amounts which become due for payment before or after termination; and (2) immediately cease to use the Services and the Website.

6. Expiry or Termination. Sections 4.1, 4.6, 5, 6, 7, 8, and 9 survive the expiry or termination of these Terms.

10. Support Team

1. Technical Problems: In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting Avalara. If you still need technical help, please check the support provided online by Avalara on the Website or email us at support@track1099.com.

2. Service availability. While Avalara intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place, or for other reasons.

If for any reason Avalara has to interrupt the Services for longer periods than Avalara would normally expect, Avalara will use reasonable endeavors to publish in advance details of such activity on the Website.

11. General

1. Entire agreement. These Terms, together with the Track1099 by Avalara Privacy Statement, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and Avalara relating to the Services and the other matters dealt with in these Terms.

2. Waiver. If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

3. Delays. Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

4. No Assignment. You may not assign or transfer any rights to any other person without Avalara's prior written consent.

5. Governing law and jurisdiction. The laws of the State of New York govern this Agreement. For any claims or causes of action arising out of the Agreement, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in New York County, New York.

6. Severability. If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms will be binding on the parties.

7. Notices. Any notice given under these Terms by either party to the other must be in writing (including by email). Notices to Avalara must be sent to support@track1099.com with a copy to legal@avalara.com. Notices to you will be sent to the email address which you provided when setting up your access to the Service.

8. Rights of Third Parties. A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

Track1099 is not intended for consumer use (i.e., use for personal, family or household purposes).

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