Vertex Cloud Indirect Tax Intelligence Preview Terms

Vertex Inc. - Vertex Cloud Indirect Tax Intelligence

These Vertex Cloud Indirect Tax Intelligence Free Trial Terms (“ITI Free Trial Terms”) supplement the Vertex agreement that governs your use of the Vertex indirect tax calculation engine (the “Agreement”). These ITI Free Trial Terms describe the terms under which Vertex offers you and Vertex’s other tax calculation engine customers access to and use of Vertex Cloud Indirect Tax Intelligence Free Trial (“ITI Free Trial”). If you are not a party to the Agreement but accept these ITI Free Trial Terms to obtain access to ITI Free Trial on behalf of an entity that is a party to the Agreement, you represent that you have the authority to bind such entity to these ITI Free Trial Terms. If you do not have such authority, or if you do not agree to these ITI Free Trial Terms, do not accept these terms.

If you accept these ITI Free Trial Terms, Vertex will contact you using the contact information you provide in the ITI Free Trial request form. Vertex will gather additional information from you relating to your use of Vertex’s tax calculation engine. Based on this additional information, Vertex will determine whether you qualify for access to ITI Free Trial. Not all users will qualify, and configuration changes may be required for some qualified users to connect the Vertex tax calculation engine to ITI Free Trial.

Access to ITI Free Trial will be available at no additional charge to qualified tax calculation engine customers for a duration of three months. Vertex reserves the right to extend or limit the duration of the ITI Free Trial based in its sole discretion. Vertex may change which ITI Free Trial features or capabilities are available for no-charge access and may discontinue no-charge access in whole or in part at any time. Vertex does not make any guarantees regarding the reliability or availability of ITI Free Trial and will not be liable to you or any third party for damages or losses related to ITI Free Trial being unavailable.

The scope of your permitted ITI Free Trial access and use equals and does not exceed the scope of your rights to use the Vertex tax calculation engine. You will use ITI Free Trial in accordance with any applicable documentation published by Vertex. Using ITI Free Trial involves extracting data from the Vertex tax calculation engine and importing it into ITI Free Trial via secure connection over the internet. Data imported into ITI Free Trial will be processed by Vertex on the Vertex Cloud platform. You consent to such extraction and import, and authorize such processing, to the extent necessary to enable your use of ITI Free Trial. To maintain the security of your data, Vertex will comply with its security obligations detailed in the Vertex Security Exhibit, located at https://www.vertexinc.com/sites/default/files/2021-05/Vertex-Security-Exhibit.pdf. You acknowledge, however, that although controls applicable to ITI Free Trial are modeled on controls present in other Vertex Cloud services that are in-scope for Vertex’s SOC audit and reporting program, ITI Free Trial currently is outside the scope of that program. Vertex reserves the right without notice to you to prevent transmission to or from ITI Free Trial of any suspicious data or malicious code that could jeopardize the confidentiality, integrity, or availability of tax calculation data processed by ITI Free Trial, the Vertex Cloud platform, or any other secured data or networks.

ITI Free Trial may generate results that are based on interpretations of domestic and foreign federal, state, and local laws and regulations. You are solely responsible for determining your desired results from ITI Free Trial and for evaluating all data and results generated by ITI Free Trial. Vertex’s provision of ITI Free Trial does not constitute legal or tax advice.

By using ITI Free Trial to process your tax calculation data, you grant Vertex a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right and license to compile and use data reflecting your use of ITI Free Trial, and aggregate with other data and use in aggregated form your tax calculation data and results generated from your use of ITI Free Trial, solely for Vertex’s internal research and development purposes. Vertex will use such compiled and aggregated data solely in accordance with applicable law and subject to Vertex’s confidentiality obligations set forth in the Agreement.

WARRANTY DISCLAIMERS. ITI FREE TRIAL IS PROVIDED AT NO CHARGE ON AN “AS IS” AND “AS AVAILABLE” BASIS. ITI FREE TRIAL IS NOT GUARANTEED TO BE UNINTERRUPTED OR ERROR FREE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, VERTEX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION ON LIABILITY. VERTEX WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE ITI FREE TRIAL TERMS AND/OR WHETHER DIRECT OR INDIRECT: (i) LOSS OF DATA, (ii) LOSS OF INCOME OR OPPORTUNITY, (iii) LOST PROFITS, AND (iv) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT VERTEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, VERTEX LIABILITY HEREUNDER IS LIMITED TO $100.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.