1. Acceptance of Agreement.
) constitutes the entire and only agreement between STS and User, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Web Site, the content, and any products or services provided by or through the Web Site This Agreement may be amended at any time by STS without specific notice to each User. However, any updated terms and conditions will be posted on the Web Site and if at any time User find the terms unacceptable, User should immediately discontinue use of the Web Site.
2. Content offered with Limited License.
The Web Site offers a wide range of sales tax-related content ("Content") including, but not limited to information, documents, forms, comments, advice, opinions, advertisements and job postings, provided by or through STS and a broad range of third party content providers. User is hereby granted a non-exclusive, non-transferable, revocable license to access and use the Web Site and its Content strictly in accordance with this Agreement; to use the Web Site solely for internal, personal, non-commercial purposes (except as expressly allowed by STS); and to print out discrete information from the Web Site solely for internal, personal, non-commercial purposes provided that User complies with all copyright and other policies contained therein. Any permission and/or license granted to User to use this Web Site or its Content shall terminate immediately if User breaches any of the terms contained in this Agreement.
3. Condition of Content - Errors, Corrections and Changes.
STS does not represent or warrant that the Web Site or any of its Content will be free from errors, defects, viruses, or other harmful component, nor does STS have any duty to correct such errors, defects, viruses or other harmful components. STS does not represent or warrant that the Content available on or through the Web Site will be accurate, truthful, suitable, timely or otherwise reliable. STS reserves the right to make changes to, or suspend any of the features, functionality, or Content of the Web Site at any time without notice or liability to Users. In addition, STS may impose limits on certain features or restrict access to parts or all of the Web Site, and STS reserves the right to correct, edit or delete any Content appearing on the Web Site without notice to Users. User agrees and acknowledges that STS is under no obligation to make any of the above-mentioned changes, corrections, edits, or deletions, nor is STS responsible for validating or confirming any Content prior to loading it on to the Web Site.
4. No Professional-Client Relationship or Reliance on Content
User acknowledges and agrees that none of the Content contained on the Web Site (or made available through it), including, but not limited to, advice, comments, or opinions, constitute a professional-client relationship, and STS is not subject to standards or requirements of confidentiality and/or privilege associated therewith. User acknowledges and agrees that Content provided on the Web Site, in any form, from any source, is NOT designed to be utilized as a source of financial, tax, accounting, legal or business advice. By using this Web Site, User agrees that User is seeking ONLY general information, NOT professional advice. User acknowledges and agrees that any use of the Content on the Web Site or any linked Web Site is entirely at User's own risk. User acknowledges that the term"expert" may be used to refer to someone who claims to have certain knowledge, background or experience that may be useful in responding to a question posed by a user. Use of such terms provides no assurance that the person answering a question has any expertise or qualifications to give such advice. Users acknowledge that STS has not and cannot independently verify their qualifications.
THE APPLICABILITY OF TAX INFORMATION CAN VARY SUBSTANTIALLY BY JURISDICTION AND THE USER OR USER ENTITY’S PARTICULAR CIRCUMSTANCES. ACCORDINGLY, USERS ARE URGED TO CONSULT INDEPENDENT AND QUALIFIED PROFESSIONALS BEFORE UTILIZING OR RELYING UPON ANY OF THE INFORMATION ACCESSED IN OR THROUGH THIS WEB SITE.
5. Third Party Content.
Our Web Site Content, also includes content provided by a diverse range of third parties, including, but not limited to, product and service providers, merchants, moderators, experts, sponsors, advertisers, tax authorities, tax and accounting associations, as well as other entities and users ("Third Party Content Providers"). This content may include, but is not limited to, information, documents, forms, comments, advice, opinions, advertisements and job postings, as well as links to other web-sites ("Third Party Content"). User acknowledges and agrees:
(a) STS does not create nor have control over Third Party Content, nor does STS prescreen the qualifications of any Third Party Content Provider or confirm or validate Third Party Content. STS does not make any representations or warranties (express or implied) regarding the accuracy, truthfulness, suitability, timeliness or reliability of any Third Party Content, nor does the inclusion of such content on the Web Site imply any endorsement or recommendation of such Third Party Content or Provider. The indemnification, disclaimer and limitation of liability provisions in this Agreement also apply to the Third Party Content contained in or accessed through the Web Site.
(b) As with all Web Site Content, all Third Party Content (including forms) is provided for informational purposes only, as a convenience to our Users, and may NOT be appropriate for an individual User’s particular circumstances. As state or local laws may require different or additional provisions to ensure the desired result, User should ALWAYS consult with independent and qualified tax, accounting or legal professionals as appropriate, to determine the appropriate actions and/or documents necessary for User’s particular transactions.
(c) Third Party Content on the Web Site may also include advertisements or promotions for third-party products or services ("Products or Services"). STS does not prescreen the credentials or qualifications of any Third Party Product or Service Provider or confirm, validate, operate, control, or endorse the Products or Services offered by such Third Party Providers, through the Web Site, and STS is not considered a party to any purchase transaction regarding such Products or Services. As with all Web Site Content, STS will not be held responsible, liable, directly or indirectly, for any loss or damage caused or alleged to have been caused in connection with the use of any Products or Services accessed on or through the Web Site. Reliance upon the same shall be at User’s own risk. It is the responsibility of the User to independently investigate and verify the credentials and/or capabilities of any Third Party Content Provider, as well as their Products and Services.
(d) If User decides to leave the Web Site and access any Third Party web sites, User acknowledges and agrees that they do so at their own risk, and are subject to the rules and policies of such Third Party web web sites.
6. General Restrictions and Prohibitions on Use.
User’s license for access and use of the Web Site and any Content or html (or other) computer code (“Code”) contained therein is subject to the following restrictions and prohibitions on use: User may not:
(a) Copy, print (except for the express limited purpose permitted by clause 2 above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Web Site or any Content or Code retrieved therefrom;
(b) Use the Web Site or any Content or Code obtained from the Web Site to develop any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism;
(c) Create compilations or derivative works of any Content or Code from the Web Site;
(d) Use any Content or Code from the Web Site in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of STS or any Third Party;
(f) Make any portion of the Web Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future, unless specifically approved by STS;
(g) Remove, decompile, disassemble or reverse engineer any Web Site software or process, or use any network monitoring or discovery software to determine the Web Site architecture;
(h) Attempt to breach the security of the Web Site or its server in an effort to access any data that is not intended for public access, secretly intercept, harvest or expropriate any system, data or information or attempt any action that may cause an unreasonable or disproportionately large demand on the Web Site.
(i) Use the Web Site for the purpose of gathering information for transmitting or communicating messages which could have a harmful or disruptive impact upon the Web Site or its users, including unauthorized or unsolicited commercial email, email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and unsolicited telephone calls or facsimile transmissions;
(j) Use the Web Site in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations.
7. Access to or Use of Interactive Venues.
The Web Site includes interactive venues including, but not limited to, discussion forums, bulletin boards, job boards, webinars, and audiocasts (“Interactive Venues “) in which Third Parties may post Third Party Content (as detailed in clause 5). User's of the Web Site and any of its Interactive Venues is subject to User's acknowledgement and acceptance of the following:
(a) In order to access Interactive Venues, the Web Site may require User to register. If registration is requested, User agrees to provide STS with accurate, complete registration information including User's real name and current contact information. User agrees and acknowledges that such registration is for User's personal use only and will not be obtained on behalf of any other person or entity. User agrees not to permit any unregistered person to use the Web Site and will not make such registration, including screen name, available to multiple users on a network. User hereby agrees to make all reasonable efforts to prevent such unauthorized use and agrees to notify STS if any authorized use occurs.
(b) Third Party Content (as described in clause 5) is provided for informational purposes only, as a convenience to Users. STS does not create or have control over any Third Party Content posted to or through Interactive Venues, nor does STS prescreen, validate or confirm the Third Party Content or Provider. Additionally, while STS reserves the right to moderate such Interactive Venues, STS is has no legal duty to do so. Therefore, STS does not make any representations or warranties (express or implied) regarding the accuracy, truthfulness, timeliness, suitability or reliability of any content (Third Party Content or other) in the Interactive Venues, nor does the inclusion of any such content on the Web Site or in Interactive Venues imply the endorsement or recommendation of such Third Party Content or the Provider's business.
(c) ALL communications submitted to or through this Web Site, including all Interactive Venues are public communications, and User acknowledges that any information that User submits including information, comments, screen name and/or e-mail address can be viewed by other users of the Web Site. If User discloses any information about themselves or their business activity or business identity through any portion of our Web Site, User does so at their own risk. Users are responsible for User's own communications and whatever content User submits, and User is solely responsible for any message, including its legality, reliability, appropriateness, copyright implications, and any consequences or damages that result from participating in such communications or acting upon any information read or received in or through our Interactive Venues.
(d) STS's Interactive Venues encourage an open and productive dialogue which allows an exchange of opinions and knowledge relevant to the topic of sales tax. For that reason, STS prefers to not put undue restrictions or censorship on topics or discussions. In order to ensure that a positive and educational environment is maintained, STS expects honesty, courtesy and professionalism from any Users who access these features. Please note that STS is under no obligation to monitor its Interactive Venues and assumes no responsibility or liability arising from any Content or interaction therefrom.
(e) The job or employment-related Interactive Venues are offered as a service to Users in order to simply facilitate contact between sales tax employers and employees. Therefore, STS will only request and post very limited details regarding both jobs and candidates. It is the responsibility of all Users (whether potential employer or employee) to request and obtain complete details regarding a job opening or potential job candidate and to carefully research and validate all information. Users acknowledge and agree that STS is NOT an employment agency, is not involved in any employment transaction, and does not receive any compensation for such transactions. STS makes no warranties, representations or guarantees relating to job or employment-related Interactive Venues and STS has no control over the accuracy, truthfulness, quality, safety or legality of the candidates or the positions offered. Additionally, STS has no control over a candidate’s ability to perform satisfactorily or an employer’s ability to offer or maintain employment to a candidate. STS is not responsible for any employment decision made for any reason by any User whether employer or employee. While it is STS’s intent that staffing firms and/or legitimate employers access and view the candidate profiles, STS does not guarantee that other parties will not gain access to User information and is not responsible for the use of any information submitted to the Web Site, under any circumstances. Users may delete postings in the job forum portion of an Interactive Venue at any time.
8. Restrictions and Prohibitions on Use for Interactive Venues
. Users of all Interactive Venues agree to adhere to the terms and conditions provided above in Clauses 6 and 7, and also agree to the following specific restrictions and prohibitions:
User may not:
(a) Post, store or transmit any Content or comment that is unlawful, threatening, harassing, abusive, defamatory, obscene, inflammatory, pornographic, profane or otherwise objectionable, as determined by STS.
(b) Knowingly post false, incomplete, inaccurate, misleading or off-topic information or information or content that intentionally disrupts the flow of an established dialogue or post information of any kind that is not pertinent to the topic of sales tax.
(c) Post material that is copyrighted, unless the User is the primary owner of such material, or has obtained written permission from the owner of such material to post such material in accordance with this Agreement, or post any materials that infringe upon the intellectual property, privacy or trade secrets of others.
(d) Post or conduct or forward surveys, contests, chain letters or pyramid schemes, or post or conduct or forward unauthorized or unsolicited advertisements or business solicitations using any of the names or e-mail addresses contained within the Web Site.
(e) Post, upload or attach files that may contain viruses, worms, corrupted files, or any similar software or computer codes or routines that may damage, overload or otherwise have a negative impact upon the operation of the Web Site or the Content contained therein.
(f) Post employment opportunities that are inaccurate, misleading, unverifiable, illegal or currently unavailable or to allow any job posting to remain posted for more than 48 hours after the position has been filled, or to post the same position multiple times to the Web Site.
(g) Post incomplete or inaccurate biographical information, or information which is not User’s own, or impersonate another individual by assuming, posting or otherwise using their name, screen name or e-mail address on the Web Site.
(h) Use any personally identifiable information about candidates for purposes other than consideration of the candidates for potential employment
9. Copyright and Use of Information.
User acknowledges and agrees that STS owns the rights to the Web Site and all Content included in the Web Site including information, graphics, and Code and other matters related to the Web Site is protected under applicable copyright, trademark and other proprietary rights. Additionally the “look and feel” or trade dress of the Web Site including color combinations, navigational design, data presentation and layouts is owned by STS and similarly protected. The posting of information or materials on the Web Site does not constitute a waiver of any right in such information and materials. In order to use the Web Site, User also acknowledges the following:
(a) User may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way content available through the Service, including code and software for commercial purposes, without prior written permission from STS and except as allowed by Clause 2. Such permission will be granted on a case by case basis at STS’s sole discretion. User may provide links to the Web Site, provided that: (i) User does not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Web Site, (ii) User’s own web site does not contain illegal or pornographic content, and (iii) User agrees to discontinue providing links to the Web Site immediately upon request by STS.
(b) The Web Site may include the copyrighted work of third parties, including sample and actual forms or documents (collectively, "Documents"). All Documents are provided to Users on a non-exclusive license basis only for User's personal one-time use for non-commercial purposes, without any right to re-license, sublicense, distribute, assign or transfer such license.
(d) STS, as well as our licensees, distributors, agents, representatives and other authorized users shall be entitled to exploit and disclose all Submissions, whether solicited or unsolicited, and we shall not be liable to you or to any person claiming through you for any exploitation or disclosure of any Submission.
(e) STS respects the intellectual property of others, and expects its Users to do the same. If a User believes that any of STS's Content has been presented in a way that might constitute copyright or trademark infringement, Users are requested to notify STS immediately at firstname.lastname@example.org
10. Trade and Service Marks.
"Sales Tax Support", "SalesTaxSupport.com" as well as any other related service or feature names, design emblems or slogans are registered or unregistered trade or service marks of STS. Unauthorized use of any trade or service marks or Content or Code of the Web Site, for any purpose without prior written permission of STS, may violate copyright and trademark and other laws. User acknowledges that other product and company names mentioned on the Web Site may be trademarks of third parties, and User shall not use such trademarks without first contacting STS and requesting a license from such third parties, which may or may not be available.
User agrees to indemnify, defend and hold STS and its partners, agents, officers, directors, employees, subcontractors, successors, assigns, Third Party Content Providers, attorneys, advertisers, product and service providers, and affiliates (collectively "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to User's violation of this Agreement or use of the Web Site.
ANY AND ALL CONTENT FROM OR THROUGH THE WEB SITE (INCLUDING ANY DOCUMENTS AND THIRD PARTY CONTENT) IS PROVIDED "AS-IS", "AS AVAILABLE"," WITH "ALL FAULTS", AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, VIRUSES, OR OTHER LIMITATIONS. STS AND ITS AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR USER’S USE OF ANY INFORMATION OR SERVICE, EXCEPT AS PROVIDED IN CLAUSE 14. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, STS AND ITS AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM STS THROUGH THE WEB SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
14. Limitation of Liability.
STS and any Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from any errors in or omissions from the Web Site or any Content, opinions, services or products obtainable there from, the unavailability or interruption of the Web Site or any features thereof, User’s use of the Web Site, the Content contained on the Web Site, or any other delay or failure in performance.
THE AGGREGATE LIABILITY OF STS AND ANY AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE WEB SITE AND/OR THE CONTENT, DOCUMENTS, PRODUCTS OR SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH USER MAY HAVE AGAINST STS AND ANY AFFILIATED PARTY.
Because some jurisdictions do not allow for the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to User. If this limitation of liability or the exclusion of warranty set forth above is held inapplicable or unenforceable for any reason, then the company’s maximum liability for any type of damages shall be limited to $100. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to User.
15. Legal Compliance.
User agrees to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding User’s use of the Web Site and the Content and Code provided therein. User may not access, download, or export information contained on this Web Site in violation of any U.S. export law or regulation, or in violation of any applicable laws or regulations. If User accesses the Web Site from outside the USA, User does so at User’s own risk and is responsible for compliance with the laws of User's jurisdiction.
This Agreement shall be treated as though it were executed and performed in Portland, Oregon, USA, where the Web Site is hosted and managed, and shall be governed by and construed in accordance with US federal law or the laws of the State of Oregon, as applicable (without regard to conflict of law principles). User agrees therefore, that any legal action or proceeding relating to User’s access or use of the Web Site shall be convened in a state or federal court in Portland, Oregon, USA, and hereby waives any objection to such jurisdiction. Any cause of action by User with respect to the Web Site (and/or any Content, Documents, Products or Services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Clauses 12-14. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and User’s information may be automatically assigned by STS, in its sole discretion, to a third party in the event of an acquisition, sale or merger. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Web Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. STS’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of STS’s right to enforce such provision. STS’s rights under this Agreement shall survive any termination of this Agreement.
Any legal controversy, legal claim or dispute arising out of or relating to this Agreement or our services, which cannot be resolved amicably, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, Web Site operations, intellectual property, and our services, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Portland, Oregon, USA and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either User or STS may seek any interim or preliminary relief from a court of competent jurisdiction in Portland, Oregon, USA necessary to protect the rights or property of User or STS pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through AAA. (STS TOU fv 07070861)