OtterTax API Agreement
Thank you for using the OtterTax API.
Please read the following API Agreement carefully before using the OtterTax API. By clicking the "accept" button on the registration page or otherwise accessing or using any part of the OtterTax API, you expressly acknowledge and agree that you are entering into a legal agreement with OtterTax and that you understand and have agreed to be legally bound by the terms and conditions of this Agreement.
If you do not agree to be bound by this Agreement, you may not access or use any part of the OtterTax API.
Right to Accept this Agreement
You may not use the OtterTax API and may not accept this Agreement if
- You are not of legal age to form a binding contract with OtterTax; or
- You are prohibited from using the API under the applicable laws of the United States or other countries, including the country in which you are resident or from which you use the API.
Entity Level Acceptance
If you are using the API on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Agreement and by accepting this Agreement, you are doing so on behalf of that entity (and all references to "you" in the Agreement refer to that entity).
Words whose initial letter is capitalized have their meanings defined below. These words have the same meaning regardless of whether they appear in the singular or plural.
- Application means a computer program or application written by you to access and use the OtterTax API.
- Agreement means this agreement between you and OtterTax.
- IRS means the US Internal Revenue Service.
- OtterTax means OtterTax, Inc., with offices at 23-11 21st Avenue, #3F, Astoria, NY 11105, United States. The words we, our, and us all mean OtterTax when used in this Agreement.
- OtterTax API or API means the service offered by OtterTax as described in the section titled "API Description."
- Personal Information means any information that identifies or can be used to identify, contact, or locate the person to whom that information pertains.. Examples include, but are not limited to, names, addresses, phone numbers, email addresses, and social security numbers.
- Recipient means a person or organization who receives a completed Tax Statement.
- Restricted Function means a function of the OtterTax API for which OtterTax charges a fee.
- SSA means the US Social Security Administration.
- Tax Authority means a US government agency responsible for collecting tax information, such as the IRS or the SSA.
- Tax Statement means any statement which a Tax Authority requires to be issued to a Recipient. Examples include, but are not limited to, IRS form 1099-NEC and SSA form W-2.
The OtterTax API allows you to perform various operations on data used for US federal Tax Statements. These operations include, but are not limited to, data validation; submission of data to the appropriate US Tax Authority; and the transformation of data into the Portable Document Format (PDF).
The operations you perform using the API may be for your own company or for your customers.
You must write an Application to access and use the API. You are solely responsible for developing and maintaining your Application, and OtterTax has no liability or obligation with respect to your Application.
No Guarantee of Availability
OtterTax has designed the OtterTax API to be highly reliable. However, we do not make any guarantee with respect to the uptime, responsiveness, or availability of the API. We are not responsible for temporary interruptions in service due to maintenance, changes to the OtterTax API, or failures of the API. We are also not responsible for extended interruptions due to failures beyond our control, including but not limited to the failure of operating systems, networks, computer viruses, or forces of nature.
Changes to the OtterTax API
OtterTax may modify the API at any time and at its sole discretion, provided that we provide you at least ninety days prior written notice of any such modifications that may materially impact your Application. OtterTax agrees to maintain the deprecated version of the API for a period of ninety days from the date the API modifications go into effect.
You are solely responsible for the costs of any changes to your Application which are required for its continued compatibility with the OtterTax API.
OtterTax is not required to provide any modification notices for bug fixes or similar error corrections to the API.
IF ANY MODIFICATION TO THE API IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AS DESCRIBED ELSEWHERE IN THIS AGREEMENT. YOUR USE OF THE OTTERTAX API AFTER THE EFFECTIVE DATE OF ANY MODIFICATIONS WILL CONSTITUTE YOUR ACCEPTANCE OF THOSE MODIFICATIONS.
You must provide a credit card to access certain Restricted Functions of the API. When providing your credit card information, you represent and warrant that the information is complete and accurate and that you are authorized to use the card. You authorize OtterTax (or our third-party payment processor) to charge your credit card for the total amount of the calculated fees (including any applicable taxes and other charges) whenever you access any of the Restricted Functions. If your credit card cannot be verified, is invalid, or is otherwise not acceptable, your access to the Restricted Functions may be disabled and your access to the API may be suspended or canceled.
The Restricted Functions and their associated fees are described on the pricing page of the OtterTax website and are subject to change at any time without notice and at the sole discretion of OtterTax. Changes to fees for Restricted Functions are not retroactive. If fees change, OtterTax does not charge an additional fee for Tax Statements which have already been processed using any of the Restricted Functions.
Subject to the terms and conditions of this Agreement, OtterTax grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, non- assignable license to:
- Access and use the features of the OtterTax API to create and maintain Tax Statements; and
- Use, display, and distribute Tax Statements created using the OtterTax API for yourself and for your customers.
Your Tax Compliance Obligations
IRS and SSA Compliance
You are fully responsible for ensuring your compliance with all applicable Tax Authority rules and regulations you accept full responsibility for your failure to comply with any Tax Authority rules and regulations that apply to you.
Filing and Distribution Deadlines
OtterTax exercises its best efforts in order to meet the deadlines issued by the appropriate Tax Authority, but we make no representation and do not warrant that data will be submitted to Tax Authorities on time or that Tax Statements will be provided to Recipients on time. You are solely responsible for meeting all deadlines and you accept full responsibility for any penalties which result from failing to meet any deadline.
You are responsible for providing complete and accurate data to OtterTax, and you accept full responsibility for any penalties which result from providing inaccurate or incomplete information to a Tax Authority or to a Recipient.
When using the OtterTax API, you may not (or allow those acting on your behalf to):
- Sublicense the API for use by a third party.
- Create an Application that functions substantially the same as the API and offer it for use by third parties.
- Perform an action with the intent of introducing to OtterTax or the OtterTax API any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
- Interfere with or disrupt the API or the servers or networks providing the API.
- Reverse engineer or attempt to extract the source code from the API.
- Circumvent, disable or otherwise interfere with security-related or technical features or protocols of the OtterTax API, such as features that restrict or monitor your Application or those that secure Personal Information or any other information of a confidential nature.
- Use the OtterTax API to infringe, misappropriate, or violate any third party's intellectual property rights, moral rights, privacy or other personal right, or any applicable law or regulation.
- Access the API in any way other than that described in the documentation.
- Write an Application that imposes an unreasonable or disproportionately large load on the servers, network, bandwidth, or other infrastructure which supports the OtterTax API. You agree that OtterTax may reasonably limit the rate at which your Application makes calls to the API.
You agree to employ security measures in accordance with industry practices and to comply with all applicable laws and regulations related to data security and privacy.
Developer credentials (such as passwords, keys, and client IDs) are intended to be used only by you and your Application. You agree to keep your credentials confidential and make reasonable efforts to prevent and discourage others from using your credentials.
You agree to maintain the confidentiality of Tax Statements and related Personal Information and not to disclose Tax Statement data or Personal Information to anyone who is not authorized to receive it. You agree to comply with all applicable privacy laws and regulations including those applying to Personal Information. You agree to use commercially reasonable efforts to protect user information collected by your Application from unauthorized access or use and to promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.
You agree to notify OtterTax of any breach of security of your facility, systems or site where the API or any confidential information has been accessed by an unauthorized person or for purposes other than those permitted under this Agreement. You agree to provide such notice as soon as practicable, but in no event less than two business days of detecting a security breach. You can provide us with notice via the telephone or email using the contact information listed on our website.
You may stop using the API at any time with and without notice. If you want to terminate this Agreement, you must provide OtterTax with prior written notice and upon termination, stop using the API. OtterTax reserves the right to terminate the Agreement with for any reason and at any time without liability or other obligation to you.
If this Agreement is terminated, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to section 10 (Warranites), section 11 (Limitation of Liability), section 12 (Indemnification), and paragraph 14.9 (Governing Law).
EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, NEITHER OTTERTAX NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE API. FOR EXAMPLE, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE SPECIFIC FUNCTIONS OF THE API OR ITS RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE API "AS IS" AND "AS AVAILABLE".
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.
Limitation of Liability
WHEN PERMITTED BY LAW, OTTERTAX, AND OTTERTAX'S SUPPLIERS AND DISTRIBUTORS, DISCLAIM ALL RESPONSIBILITY FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF OTTERTAX, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THIS AGREEMENT, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE API DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
IN ALL CASES, OTTERTAX, AND ITS SUPPLIERS AND DISTRIBUTORS, DISCLAIM ALL LIABILITY FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
OtterTax assumes no liability whatsoever for your Application or any use you make of the OtterTax API. Unless prohibited by applicable law, you agree to indemnify and hold harmless OtterTax and its affiliates and employees from any and all claims, suits, losses, fines, expenses, damages, liabilities, costs and fees (including reasonable attorneys' fees) relating to any allegation or third-party legal proceeding arising from or related to your Application or your use of the API.
Modifications to this Agreement
We may modify this Agreement or any portion of this Agreement to, for example, reflect changes to the law or changes to our API. You should look at this Agreement regularly. We post notices of modifications to this Agreement on our website. Changes do not apply retroactively and become effective no sooner than 30 days after they are posted. But changes addressing new functions of the API or changes made for legal reasons become effective immediately. If you do not agree to the modified Agreement, you should discontinue your use of the API. Your continued use of the API constitutes your acceptance of the modified Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT IF YOU ACCESS OR USE ANY PART OF THE OTTERTAX API AFTER THE DATE ON WHICH AN UPDATED VERSION OF THIS AGREEMENT BECOMES EFFECTIVE, SUCH ACCESS OR USE CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES AND THE UPDATED AGREEMENT. IF ANY CHANGE IS UNACCEPTABLE TO YOU, YOUR SOLE REMEDY IS TO TERMINATE THIS AGREEMENT AS DESCRIBED ELSEWHERE IN THIS AGREEMENT.
This Agreement is non-exclusive. You acknowledge that OtterTax may develop products or services that may compete with your Application.
No Professional Services
OtterTax does not give professional advice and is not in the business of providing legal, financial, accounting, tax, or other professional services or advice. Consult the services of a competent professional if you need this type of assistance.
Open Source Software
The OtterTax API may include third party software components that are subject to open source licenses, and to the extent of any conflict between this Agreement and any open source software licenses, the open source license controls.
No Other Relationship
You and OtterTax remain independent entities and this Agreement does not create any employment relationship or any agency, partnership, or joint venture between you and OtterTax.
Failure to Enforce
If you do not comply with the terms of this Agreement and OtterTax does not take action right away, that does not mean that OtterTax is giving up any rights that it may have, such as taking action in the future.
If it turns out that a particular provision of this Agreement is not enforceable, this will not affect any other provision of this Agreement.
This Agreement supersedes all prior discussions and written and oral agreements and constitutes the sole and entire agreement between you and OtterTax with respect to the OtterTax API.
This Agreement may be amended only by written agreement by both you and OtterTax.
The laws of the State of New York, without regard to its conflicts of law principles, apply to any disputes arising out of or related to this Agreement.
ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS LOCATED IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, AND YOU AND OTTERTAX CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
If you have any concern or dispute about the API, you agree to contact OtterTax and try to resolve your concern or dispute informally before taking more formal action, legal or otherwise.
Headings in this Agreement are for convenience only and have no legal meaning or relevance when interpreting any provision of this Agreement.
For information about how to contact OtterTax, please visit the contact page on our website, ottertax.com.