Date Updated: February 10, 2023
Thank you for your interest in services from Tax Sale Resources, LLC (“Provider.”) By entry or use of our website or other services you (“Customer”) agree to these Terms and Conditions (this “Agreement.”)
1. SERVICE.
1.1. Use of the Service. Customer may access and use services and features offered by Provider (“Service”) at levels ordered and paid for by Customer.
1.2. Subscriptions and Payments. Certain Services are offered by subscriptions and are renewable annually and/or monthly depending on the options selected by the Customer. Subscriptions will automatically renew unless canceled by the Customer before the date of payment. If a fee is not received for any reason, all Service will be canceled immediately. Reinstatement of canceled service will be made upon proper payment of fee with new cycle start date set as date payment is received. All fees or payments for Service are final and non-refundable. The fee for a returned check is $30.00.
1.3. Service Revisions. Provider may revise Service features and functions at any time.
2. CUSTOMER DATA & PRIVACY.
2.1. Customer Data and Privacy/Security Law. “Customer Data” means all information processed or stored through the Service by Customer or on Customer’s behalf. Customer data does not include payment records, credit cards or other information Customer uses to pay Provider, or other information and records related to Customer’s account, including without limitation identifying information related to Customer staff involved in payment or other management of such account. “Privacy/Security Law” means privacy and security laws governing Provider’s handling of Customer Data (if any).
2.2. Use of Customer Data. Provider shall not: (a) access, process, or otherwise use Customer Data other than as necessary to facilitate the Service; or (b) give Customer Data access to any third party, except Provider’s subcontractors that have a need for such access to facilitate the Service. Further, Provider: (c) shall exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data; and (d) shall comply with all Privacy/Security Laws that are applicable both specifically to Provider and generally to data processors in the jurisdictions in which Provider does business.
2.3. Privacy Policy. Customer acknowledges Provider’s privacy policy at https://www.taxsaleresources.com/company/tax-sale-resources-privacy-policy, and Customer recognizes and agrees that nothing in this Agreement restricts Provider’s right to alter such privacy policy.
2.4. De-Identified Data. Notwithstanding the provisions above of this Article 2, Provider may use, reproduce, sell, publicize, or otherwise exploit De-Identified Data (as defined below) in any way, in its sole discretion, including without limitation aggregated with data from other customers. (“De-Identified Data” refers to Customer Data with the following removed: information that identifies or could reasonably be used to identify an individual person, a household, or Customer.)
2.5. Erasure. Provider may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated, without limiting Provider’s other rights or remedies.
2.6. Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Service, Customer assumes such risks. Provider offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.
2.7. Data Accuracy. Provider shall have no responsibility or liability for the accuracy of data uploaded to the Service by Customer, including without limitation Customer Data and any other data uploaded by Users.
3. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS.
3.1. Acceptable Use Policy. Customer shall comply with the Acceptable Use Policy (“AUP”) described in this section. Customer shall not: (a) provide Service passwords or other log-in information to any third party; (b) share content or non-public Service features with any third party; (c) access the Service in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Service, or to copy any ideas, features, functions or graphics of the Service; (d) make available on any service any information about other data or content available through the Service, except as specifically permitted; (e) affect the system integrity or security of the Services; (f) execute automated queries such as scraping with the purpose of obtaining information from the Services. In the event that Provider suspects any breach of the requirements of this Section, Provider may suspend Customer’s access to the Service without advanced notice, in addition to such other remedies as Provider may have.
3.2. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the Service. Customer shall notify Provider immediately of any known or suspected unauthorized use of the Service or breach of its security and shall use its best efforts to stop said breach.
3.3. Compliance with Laws. In the use of Service, Customer shall comply with all applicable laws, statutes, regulations and rules including without limitation Privacy/Security laws.
3.4. Restrictions. Services provided to the Customer by the Provider may only be used in accordance with all applicable laws, and solely for lawful purposes. Any attempt to violate the security, stability, or integrity of any Provider sites or servers containing said sites is strictly prohibited and grounds for cancellation of Services and legal action.
3.5. Customer Responsibilities. The Customer is solely responsible for the knowledge of and adherence to any and all laws, statutes, rules and regulations pertaining to the Customer's use of any data contained in the service or any other service provided by the Provider. While the Provider and its Service may help Customer in evaluating potential transactions and assisting in their execution, the Customer acknowledges that Provider has no intent to provide financial or other advice. Customer acknowledges that it is solely responsible for the use of Provider’s Service and assistance. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Service; and (c) it is a corporation, the sole proprietorship of an individual, or individual of 18 years or older, or another entity authorized to do business pursuant to applicable law.
3.6. Customer & Service Access. Customer is responsible and liable for: (a) Customers’ use of the Service, including without limitation unauthorized Customer conduct and any Customer conduct that would violate the requirements of this Agreement applicable to Customer; and (b) any use of the Service through Customer’s account, whether authorized or unauthorized.
4. IP & FEEDBACK.
4.1. IP Rights to the Service. Provider retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all graphics, Customer interfaces, logos, and trademarks reproduced through the Service. This Agreement does not grant Customer any intellectual property license or rights in or to the Service or any of its components. Customer recognizes that the Service and its components are protected by copyright and other laws.
4.2. Feedback. Provider has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Customer, Customer’s clients, or other individuals give Provider, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Provider’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer. Feedback will not be considered Customer’s confidential information or its trade secret. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Provider’s products or services.)
5. WARRANTY DISCLAIMERS.
CUSTOMER ACCEPTS THE SERVICE “AS IS'' AND “AS AVAILABLE,” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL PERFORM WITHOUT INTERRUPTION OR ERROR; (c) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE DATA PROVIDED BY THE SERVICE IS ACCURATE OR COMPLETE AND (d) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.
6. INDEMNIFICATION.
Customer agrees to defend, indemnify and hold harmless Provider and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) Customer use and access of the Service, or b) a breach of these Terms.
7. LIMITATION OF LIABILITY.
7.1. Dollar Cap. PROVIDER’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED AMOUNTS PAID BY CUSTOMER DURING THE PRECEDING TWELVE MONTHS.
7.2. Excluded Damages. IN NO EVENT WILL PROVIDER BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
7.3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 7 APPLY TO THE BENEFIT OF PROVIDER’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Customer acknowledges and agrees that Provider has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Article 7 and that such terms form an essential basis of the bargain between the parties. If applicable law limits the application of the provisions of this Article 7, Provider’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Provider’s liability limits and other rights set forth in this Article 7 apply likewise to Provider’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
8. MISCELLANEOUS
8.1. Termination. Either party may terminate this Agreement for the other’s material breach. Upon termination of this Agreement, Customer shall cease all use of the Service. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Articles and Sections 4 (IP & Feedback), 5 (Warranty Disclaimers), 6 (Indemnification), and 7 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
8.2. Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
8.3. Notices. Provider may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to support@taxsaleresources.com, and such notices will be deemed received 72 hours after they are sent.
8.4. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.
8.5. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Provider’s express written consent. Except to the extent forbidden in this Section 8.5, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
8.6. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
8.7. Choice of Law & Jurisdiction: This Agreement and all claims arising out of or related to this Agreement will be governed solely by the internal laws of the State of Montana, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties. or (b) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Missoula County, Montana. This Section governs all claims arising out of or related to this Agreement, including without limitation tort claims.
8.8. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
8.9. Amendment. Provider may amend this Agreement from time to time by posting an amended version at its Website and identifying a new Date Updated at the top of the posted Terms of Service or providing an in application notice of update. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Provider written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Article 8.1, Termination). Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.