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Avior - Privacy & Terms

Avior Privacy Policy


Effective Date April 1,2020

Avior, Inc and its group companies (collectively “Avior”, "we", "us", and "ours") is committed to protecting your privacy. This Privacy Policy describes how We processes Service Data in its capacity as a controller (i.e. We decides what Service Data is collected and what it is used for) or processor (i.e. We only processes the data as per the controller's instructions), as the case may be. It also describes your choices regarding use, access and correction of your Service Data.

Whom Does This Policy Apply To?

This Policy applies to (i) entities or individuals, who have subscribed to our Service(s) and have agreed to the Terms (hereinafter referred to as the “Customer”) and (ii) individuals (“Individuals”) from whom We collect data as a controller as specified below.

What Personal Data Does Avior Collect And Why?

Personal Data we collect and process for our own purposes: Collected Data

When customer uploads data to use Our services, We may collect information, which may include Personal Data as set forth below (collectively referred to as “Collected Data”), Avior shall be the controller for the Collected Data, this means that Avior decides what Collected Data is processed and why.
a) Sign-up, Billing and Account information.
When you subscribe and sign-up to any of our Service(s), we may collect your (i) contact information such as name, e-mail address, mailing address, IP address, geographic location, or phone number of the Account admin; (ii) billing information, such as bank account numbers and billing address; (iii) name and e-mail address when Account admin/Agent(s) provide feedback from within the Service(s); and (iv) unique identifiers, such as username, account number or password.

Subject to this Notice and the Terms, we will use such data, including without limitation, to (i) provide you the Service(s); (ii) send you communication from the Service(s); (iii) assess needs of your business to determine or suggest suitable Service(s); (iv) send you requested information about the Service(s); (v) respond to customer service requests, questions and concerns; (vi) administer your Account; and (vii) send you promotional and marketing communications (where you have requested us to do so).
b) Data we process on your behalf: Service Data
We only process Service Data as per our Customer's instructions. For purposes of the Data Protection, we are the processor and not the controller of the Service Data. Service Data, as defined in the Terms, means all electronic data, text, messages or other materials, including Personal Data of Users and End-Users, submitted to the Service(s) by our Customers through Customer’s Account in connection with Customer’s use of the Service(s).

We do not own, control or direct the use of Service Data, and in fact we are largely unaware of what information is being stored on our platform and only access such information as reasonably necessary to provide the Service(s) (including to respond to support requests), as otherwise authorized by Customers or as required by law.

How Does Avior Keep Data Secure?

We use appropriate technical and organizational measures to protect the Service Data that we collect and process. The measures we use are designed to provide a level of security appropriate to the risk of processing your Service Data.

While information security risks are always evolving, so are the controls. The controls, so implemented, are periodically reviewed as part of internal and external audits. If you have questions about the security of your Service Data, please contact us immediately as described in this Privacy Policy.

Amendments

We will update our Privacy Policy from time to time to adhere to the best practices. If required by law, we will make such changes to our Privacy Policy known to you by posting a notice on the website and/or by us posting an updated version of our Privacy Policy on our website with a new effective date stated at the beginning of it. By continuing to access our website and use our services on or after that effective date, you agree to be bound by that new version of our Privacy Policy.

Legal Disclosure

We reserve the right to disclose your data contained in Service Data as required by applicable law, in response to lawful requests by public authorities, including meeting national security or law enforcement requirements and when we believe that disclosure is necessary to protect our rights and/or to comply with a judicial proceeding, court order, or other legal process served on us.

In the event Avior goes through a business transition, such as a merger or acquisition by another company, or sale of all or a portion of its assets, Customer’s Account, Service Data will likely be among the assets transferred. A prominent notice will be displayed on our Websites to intimate you of any such change in ownership or control and Customers will be notified via an e-mail from support@aviordata.com.

Definitions

The capitalized terms used in this Notice but not defined herein shall have the same meaning as defined in the Terms of Service at https://aviordata.com/terms (“Terms”).

Contact

Have questions or concerns about Avior, our Services, and privacy? Contact our Data Protection at privacy@aviordata.com. If they can’t answer your question, you have the right to contact your local data protection supervisory authority.

Avior Terms of Service

Effective Date April 1, 2020

Please read these terms of service and Our Privacy Notice (together, these “Terms”) carefully as they form a contract between You and Us and govern use of and access to the Service(s) by You, Your Affiliates and Users.

These Terms, combined with all attached exhibits, referenced documents and orders (collectively, these “Terms”) shall govern Avior’s provision of a software subscription service and other professional services to Customer.

By accessing or using the Service(s), or authorizing or permitting any User to access or use the Service(s), You agree to be bound by these Terms. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not access or use the Service(s).

1. Service(s)

Only after We have confirmed an Order, during the Subscription Term, We agree to provide Customer with the Subscription Services and Support Services as set forth in each Order in accordance with these Terms. Support Services are included as a part of the Subscription Services and will be provided in accordance with the support level agreement.

2. Subscription Service(s)

Pursuant to the terms of this Agreement and the applicable Subscription Order, We shall provide Customer and Users with subscription based access to the Software as follows:

2.1. Service(s) Access

After Our completion of any customization, implementation or configuration services as set forth in an order for Professional Services, commencing on the start date set forth in the applicable Subscription Order (the “Start Date”) and subject to the terms of the Agreement, We grant to Customer and its Users, a limited, non-exclusive, and revocable right to access and use the Subscription Service(s) for Your internal business purposes.

2.2. Users

Customer is responsible for each of its Users’ acts and omissions and remains liable to Us for any User’s (including an authorized third party acting as a User on Customer’s behalf) breach of these Terms.

2.3. New Features

Over the course of the Subscription Term We may introduce new features, functionality, software, or user types, that are only available under a different pricing model or on a version of Software other than the version Customer currently accesses (“New Features”). In the event Customer desires to purchase New Features We reserve the right, in its sole discretion, to update Customer’s account, pricing model, or Software version to facilitate the provision of such New Features.

3. Security of Customer Data

3.1. Data Processing and Protection

We shall process all customer data in accordance with the Privacy Policy, which is hereby incorporated by reference. By entering into this Agreement, Customer agrees to be bound by all of the terms and conditions contained in the Privacy Policy.

3.2. Customer Data

Unless otherwise agreed in writing, You are responsible for the accuracy, truthfulness, consistency, completeness, and any output from the Software, and consents to use of all Customer Data in accordance with these Terms, and We will neither have the responsibility to review, nor any liability as to the accuracy of, any information or content posted by Customer or its Users.

3.3. Security

As a part of the Services We shall maintain appropriate administrative, physical, and technical safeguards for the security, confidentiality and integrity of any data or information inputted, edited, authored, generated, managed, or otherwise submitted by Customer or its Users into Customer’s subscription account (“Customer Data”). Such measures and safeguards include, but shall not be limited to, measures for preventing access, use, modification or disclosure of personal and confidential data by Us or Our employees or agents except (a) for providing Services and prevent or address service or technical problems, (b) to abide by the law or (c) on the basis of Customer's express permit.

4. Fees and Payment

Customer shall pay the fees associated with the applicable Services in an Order (“Fees”) as set forth below.

4.1. Invoicing

Except as otherwise specified in the applicable Order: (a) Customer shall pay all Subscription Fees at the beginning of the Subscription Term on a monthly basis no later than thirty (10) days from invoice date, (b) if Customer has not paid all Fees in full within ten (10) days from invoice date, Avior has the right to suspend provision of Services until full payment are paid by Customer.

4.2. Fee Payment

Except as otherwise specified in an Order We only accepts payment using ACH credit. Prepaid tax services fees are due at the beginning of a month and covers services preformed during that month to prepare taxes or other services for previous month.

4.3. Fee Increases

Except as otherwise specified in an Order We may increase Fees for the Subscription Services not more than once in each twelve (12) month period upon thirty (30) days prior written notice to Customer. Customer will only be responsible for increased Subscription Service Fees for those Subscription Terms subsequent to the Subscription Term in which Customer received such price increase notice.

5. Third Party Penalties and Late Fees 5.1. Penalties

Avior is not responsible for customer penalties, fees, or loss of license imposed by a third party or government jurisdiction.

6. Termination

6.1. Term

These Terms begins on the Effective Date above, and shall continue until all Orders associated with these Terms have expired or have been terminated.

6.2. Subscription Term

Except as otherwise specified in a Subscription Order, the Subscription Services will: (a) begin on the Start Date in each applicable Subscription Order and remain in effect for the period specified therein (the “Subscription Term”). Avior shall automatically renew services unless Customer provided Us with a written notice to cancel Subscription Services.

6.3. Termination

Customer may terminate these Terms or an Order without cause upon thirty (30) days written notice. If customer terminates the Agreement before the expiration of the Subscription Term without cause, Customer will not receive a refund for any prepaid Subscription Services Fees, but Avior will refund any prepaid Fees for Professional Services not completed as of the effective date of termination.

6.4. Effect of Termination

Upon expiration or termination of all Subscription Orders, Customer’s rights granted under these Terms shall terminate and Customer and its Users shall no longer have access to the Services. 7. Confidentiality

7.1. Confidential Information

In connection with these Terms, each of the parties may disclose to the other party information that relates to the disclosing party’s or disclosing party’s customers’ business operations, financial condition, customers, products, services, or technical knowledge (“Confidential Information”). Unless otherwise specifically agreed in writing, each party agrees that: (a) all information communicated to it by the other in connection with the Agreement and identified as confidential, (b) any information exchanged between the parties in connection with Customer’s purchase of any additional Services, and (c) all information communicated to it that reasonably should have been understood by the receiving party, because of confidentiality, descriptions or similar legends, the circumstances of disclosure or the nature of the information itself, to be confidential to the disclosing party, will be Confidential Information and will be deemed to have been received in confidence and will be used only for purposes of these Terms. Our Confidential Information includes the Software, Services, Fees, the terms of the Agreement, development plans, and any security specifications, reports or assessments related to the Software or Us. Customer Confidential Information includes Customer Data.

7.2. Unauthorized Access

Each party will: (a) notify the other party promptly of any material unauthorized possession, use, or knowledge of the other party’s Confidential Information by any person that may become known to such party, (b) promptly furnish to the other party details of the unauthorized possession, use, or knowledge, or attempt thereof, and use reasonable efforts to assist the other party in investigating or preventing the recurrence of any unauthorized possession, use, or knowledge, or attempt thereof, of Confidential Information, (c) use reasonable efforts to cooperate with the other party in any litigation and investigation against third parties deemed necessary by the other party to protect its proprietary rights, and (d) promptly use reasonable efforts to prevent a recurrence of any such unauthorized possession, use, or knowledge of Confidential Information.

8. Ownership

8.1. Our Ownership

We retain all ownership of and title to, and all intellectual property rights in, the Software, Services, and all software, equipment, processes, facilities, and materials utilized by or on behalf of Us to provide the same, including all patents, trademarks, copyrights, trade secrets, and other property or intellectual property rights. Customer acknowledges and agrees that We shall own all right, title and interest in and to any modifications, derivative works, changes, expansions or improvements to the Software, and Services, without any other or subordinate right whatsoever being held by Customer. Customer shall acquire no rights therein other than those limited rights specifically conferred by these Terms. Customer may not create derivative works based upon the Software, or Services in whole or in part, or develop or request third parties to develop or modify any software based on ideas, processes, or materials incorporated therein. All rights related to the Software, or Services that are not expressly granted to Customer under the Agreement are reserved by Us. Except if expressly permitted by Us in writing these Terms does not grant the Customer any right to use Our trademarks or any other Avior brand elements.

8.2. Customer Ownership

Except for a license granted to Us to use Customer Data solely for the purpose of performing the Services, We acquire no right, title, or interest from Customer or its Users to Customer Data, including any intellectual property rights therein. Subject to these Terms, Customer, its Users and each of its Affiliates hereby grant Us a limited, royalty-free, fully-paid up, non-exclusive and non-transferable license to process Customer Data solely as necessary to provide the Services for Customer’s and such Affiliates’ benefit as provided in these Terms for so long as Customer or any User uploads or stores such Customer Data in the Software.

9. Warranty Disclaimers

9.1. Customer Acknowledgements

Customer accepts responsibility for selection of the Services to achieve Customer’s intended results. Customer is solely responsible for obtaining all necessary rights and consents to enter Customer Data into the Software and hereby warrants that providing Customer Data to Us under these Terms will not violate or infringe the rights of any third party.

9.2. Warranty Disclaimer

WITH THE EXCEPTION OF WHAT SPECIFICALLY SET FORTH IN THESE TERMS, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS.” AVIOR, ITS LICENSORS, AND SERVICE PROVIDERS DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND AVIOR EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES. We do not warrant that the Software or Subscription Services: (a) will be uninterrupted or error free or (b) will operate in combination with other software unless such software is expressly approved or recommended by Us. Customer acknowledges and agrees that We and Our licensors are not responsible for: (i) the accuracy or integrity of any Customer Data, (ii) delivery of services or connectivity provided by third parties to Customer and its Users, or (iii) any loss or corruption of Customer Data that occurs as a result of transmitting or receiving Customer Data or viruses due to Customer’s, or its Users’, connection and access to the internet.

10.Intellectual Property Rights

10.1.Ownership of IPR

All rights, title and interest in and to all Our patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights in or related to the Service(s) shall belong to and remain exclusively with Us. We are the owner or the licensee of all Intellectual Property Rights in Our Websites, and the content or material published on it. You must not use any part of the content on Our Websites for commercial purposes without obtaining a license to do so from Us or Our licensors. Further, We claim no intellectual property rights over the content You upload or provide to the Service(s).

11.Indemnification

11.1.Indemnification by Us

We will (a) defend Customer from and against any claim by a third party alleging that the Software, when used as authorized under these Terms, directly infringes such third party’s patents, copyrights, or trademarks, and (b) in relation to such claim, Avior indemnify and hold harmless Customer from any damages and costs finally awarded or agreed to in settlement by Avior (including reasonable attorneys’ fees).

11.2.Indemnification by Customer

Customer, on behalf of itself and its agents, will indemnify and hold harmless Us and Our Affiliates, and their officers, directors, employees, agents, consultants and contractors (a “Avior Indemnity”) from and against any claim, lawsuit or cause of action (including attorney fees and costs) brought by a third party against Our Indemnity to the extent that it is (a) based on a claim regarding the access to the Software or Services in violation of these Terms, an Order or the Documentation; (b) based on a breach of any express warranty contained in these Terms; or (c) in violation of any third party intellectual property right or confidential information. Except to the extent that Customer fails to defend Us as required herein, Customer shall have the right to control the defense of all such claims, lawsuits, and other proceedings. Except to the extent that Customer fails to defend Us as required herein, We shall not settle any such claim, lawsuit, or proceeding without Customer's prior approval, and Customer shall have no liability for any such unapproved settlement so made.

12. Limitation of Liability

12.1.Avior Ownership

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR (A) SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES IN CONNECTION WITH THE SOFTWARE, SOLUTION, SERVICES, OR THE PERFORMANCE OR NONPERFORMANCE OF SERVICES OR ANY ORDER, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, or (B) ANY LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF CUSTOMER’S MISUSE OF, OR INABILITY TO USE, THE SOFTWARE IN ACCORDANCE WITH THE DOCUMENTATION, OR THE PERFORMANCE OR NONPERFORMANCE OF THE SOFTWARE OR SERVICES. OUR MAXIMUM LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE FEES PAID BY CUSTOMER UNDER THE APPLICABLE ORDER TO WHICH THE CLAIM RELATES DURING THE ONE (1) MONTH PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED.

13. Miscellaneous

13.1. Relationship of the Parties

The parties agree they are independent parties. Neither party shall be considered to be a partner, joint venture, employer, or employee of the other under the Agreement. The Agreement creates no agency in either party, and neither party has any authority whatsoever to bind the other party in any transaction or make any representations on behalf of the other party.

13.2.Assignment

Neither party may assign these Terms, or any of its interest herein, without the prior written consent of the other party, which consent may not be unreasonably withheld or delayed; provided, however, that no such prior approval shall be required for an assignment in connection with a sale of all or substantially all of a party’s business related to the subject matter of these Terms or any merger, sale of a controlling interest, or other change of control of such party. In the event of assignment as mentioned in the previous sentence, the assigning party shall provide written notice as soon as is reasonably practicable. These Terms apply to and binds the permitted successors and assigns of the parties.

13.3.Governing Law

These Terms shall be construed in accordance with the laws of the United States and the State of Texas. The parties agree that all actions or proceedings arising in connection with these Terms shall be tried and litigated exclusively in the state or federal (if permitted by law and a party elects to file an action in federal court) courts located in Dallas County, Texas. This choice of venue is intended by the parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, these Terms in any jurisdiction other than that specified in this Section. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section. Any action of any kind brought by you and arising out of or in any way connected with these Terms must be commenced within one (1) year of the date upon which the cause of action accrued.

13.4.Force Majeure

Neither party will be in default or otherwise liable for any delay in or failure of its performance under these Terms if such delay or failure arises by any reason beyond its reasonable control, including any act of God or the common enemy or earthquakes, floods, fires, epidemics, riots, or failures or delays in transportation or communications (each, a “Force Majeure Event”). The parties will promptly inform and consult with each other as to any of the above causes which in their judgment may or could be the cause of a delay in the performance of these Terms.

13.5.Injunctive Relief

Each party acknowledges and agrees that a breach or threatened breach by either party of any of its obligations under Section 3 will cause immediate and irreparable harm to the non- breaching party for which monetary damages may not constitute an adequate remedy. Accordingly, the breaching party acknowledges and agrees that the non-breaching party shall be entitled to injunctive relief for the breaching party’s obligations herein, without the non- breaching party having to prove actual damages and without the posting of bond or other security. Such remedy shall not be deemed to be the exclusive remedy for the breaching party’s breach of these Terms, but shall be in addition to all other remedies available to the non- breaching party at law or in equity.

13.6.Entire Agreement

These Terms supersede all previous discussions, negotiations, understandings, and agreements between the parties with respect to its subject matter, including any non-disclosure agreements and/or obligations which will be expressly superseded in their entirety by these Terms. No oral statements or material not specifically incorporated herein will be of any force and effect. No changes in or additions to these Terms and Conditions will be recognized unless incorporated herein by amendment and signed by duly authorized representatives of both parties. The application of Customer’s terms and conditions in any purchase order are hereby expressly excluded and objected to by Us. If there is any inconsistency between these Terms and the terms of any Orders or other documents referenced in these Terms or an Order, these Terms shall have priority and then the express terms of an Order.

13.7.Waiver

The waiver by either party of a breach or violation of any provision of these Terms will not operate as, or be construed to be, a waiver of any subsequent breach of the same or any other provision hereof.

13.8.Unenforceability

In the event any provision of these Terms is held to be unenforceable for any reason, the unenforceability thereof will not affect the remainder of the Terms. With respect to any unenforceable provision, the applicable arbitrator or court shall deem the provision modified to the extent necessary, in such adjudicator’s opinion, to render such term or provision enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties set forth herein.

14. Definitions

When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings:

1. Affiliate: means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

2. Privacy Policy: means Our privacy notice at https://aviordata.com/privacy as updated from time to time.

3. Software: means Our cloud-based software programs and applications which are made up of Our proprietary software as more adequately described in the applicable Subscription Order and Documentation.

4. Professional Services: means professional services such as platform configuration, user training provided pursuant to an Order for Professional Services.

5. Service(s): mean and include TobTax, FueTax, AlcTax, SutTax or any new services that We may introduce as a Service to which You may subscribe to and any updates, modifications or improvements to the Service(s), including individually and collectively, Software, the API and any Documentation. You may subscribe to one or more of the Service(s). They may be subject to separate and distinct Service Plans.

6. Subscription Order: means an order for Subscription Services setting forth the Cloud products and services.

7. Subscription Services: means cloud-based Software provided by Us and Customer’s access to such cloud-based Software as set forth in these Terms and in a Subscription Order.

8. Support Services: means the maintenance and support services included with an Order for Subscription Services as further set forth at https://www.aviordata.com/support.

9. Third Party Software: means software and services authored by a third party, including, the Amazon Web Services.

10. User: means those individuals granted access to the Software by the Customer’s administrator. Users may include Customer (or its Affiliate) employees, consultants, contractors, agents, and approved third parties with which Customer transacts business. User or Customer may also be referred to as “You”.

11. Us: means Avior Inc., a Texas corporation, or any of its successors or assignees. In these Terms, Us may also be referred to as “We”, and “Our”.

12. Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service(s) provided or made available by Us to Customer or Customer’s Users through the Service(s) or otherwise.

13. API: means the application programming interfaces developed, enabled by or licensed to Us that permits a User to access certain functionality provided by the Service(s).

14. TobTax: means the tobacco tax service/support on the cloud which helps businesses prepare tobacco taxes. Its Website is https://www.aviordata.com/tobtax.

15. FueTax: means the motor fuel tax service/support on the cloud which helps businesses prepare motor fuel taxes. Its Website is https://www.aviordata.com/fuetax.

16. AlcTax: means the alcohol tax service/support on the cloud which helps businesses prepare alcoholic beverages taxes. Its Website is https://www.aviordata.com/alctax.

17. SutTax: means the sales & use tax service/support on the cloud which helps businesses prepare sales & use taxes. Its Website is https://www.aviordata.com/tobtax.

18. Subscription Term: means the period during which You have agreed to subscribe to the Service(s).

14. Supplemental Terms

The Supplemental Terms below may contain terms that are specific to one or more Service(s). For avoidance of doubt, in the event of a conflict or inconsistency between the rest of the Terms and these Supplemental Terms, these Supplemental Terms shall prevail.

1. For use of apps, integrations; modification of existing features & new feature release

Customer acknowledges that (i) when You install any of the Apps or enable integrations or (ii) where (a) a feature is modified or (b) a new feature is released within the Service(s), You may be shown additional terms governing their usage. Customer continued usage of such Apps or integrations or such features may be relied upon by Us as Customer acceptance of such additional terms.

2. For use of tax preparation

If you use our Services(s), Tax Preparation, you agree that the prepaid fees at the first of the month or term is for preparing previous month taxes. Customer further agree that we will not be liable for any claims, costs, losses, expenses or damages imposed by tax authorities.

3. For use of tax electronic filing

If you use our Services(s), Tax Filing, Customer are responsible for any late filing or penalties fees. You further agree that we will not be liable for any claims, costs, losses, expenses or damages imposed by tax authorities.