Sales Tax Powered by AvaTax Middleware Terms
Last Updated - July 7th, 2025
These Service-Specific Supplemental Terms govern Customer's use of the AvaTax for HubSpot / Sales Tax Powered by AvaTax Middleware. These Terms are in addition to the Terms and Conditions.
1.1. License Grant. Taxiom grants Customer a term subscription, SaaS, non-exclusive, non-transferable and revocable right to access and use the Middleware for connecting Customer's HubSpot software to their AvaTax software.
1.2. Use. Customer will have a limited right to Use the Middleware solely for internal business purposes. Each HubSpot account needs its own license.
1.3. License Type. The type of license granted is a per unique HubSpot Account license.
1.4. Additional Restrictions. Customer will not disassemble, decompile, or reverse engineer the Application or Confidential Information.
1.5. Authorized Users. "Authorized Users" consist of anyone the Customer gives HubSpot access to. Customer is fully liable for the acts and omissions of all Authorized Users.
2.1. Fees. Customer shall pay Service Provider the fees indicated on the Quote. Late or missed payments could result in Customer's access being revoked.
2.2. Taxes. The fees do not include sales tax and sales tax, if applicable, will be shown on the Quote as a separate line item.
2.3. Refunds. All fees are non-refundable. No refunds will be issued for any reason, including but not limited to early termination, unused services, or dissatisfaction with the Service.
3.1. Reservation of Rights. Customer has no ownership interest in the Software or materials provided by Service Provider. Owner (Taxiom, LLC) will own all right, title, and interest in such Software and materials.
"Confidential Information" includes all information marked and disclosed by either party, before or after the Quote Term Start Date, and generally not publicly known.
5.1. No Malicious Code. To the knowledge of Owner, the Application does not contain any malicious code.
5.2. Disclaimer of Warranties. SOFTWARE, HARDWARE, SERVICES are provided "as is" and without warranty of any kind. SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.
Service Provider will have no liability for any claim of infringement based on Software modified by parties other than Service Provider, or Customer's use outside the permitted scope of these Terms.
Customer agrees to defend, indemnify, and hold Service Provider and Owner harmless from any damages arising from Customer's breach of obligations, gross negligence, or use of the Application in violation of these Terms.
Important: Customer also agrees to indemnify and hold Service Provider harmless from any issues with sales tax calculation or filings. It is up to Customer to verify the calculations/filings as accurate. Taxiom built the connection between HubSpot and Avalara, but cannot make guarantees on the service/performance of either.
IN NO EVENT WILL SERVICE PROVIDER AND OWNER BE LIABLE FOR DAMAGES EXCEEDING THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES. IN NO EVENT WILL SERVICE PROVIDER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES.
The term of these Terms will continue until the termination of the Service, by either Customer or Service Provider. Service Provider may terminate if Customer fails to make payments within 15 days of the due date or fails to perform any material obligation.
Customer agrees to comply with all applicable laws, regulations, and ordinances relating to these Terms. Customer will be liable for any violation of obligations by its Authorized Users.
10.11. Governing Law. These Terms are governed by the laws of the state of Texas, and both parties agree to submit to the exclusive jurisdiction of the courts in Dallas, TX.