Statement of Work for Avalara CertCapture Implementation Services

Effective as of August 1, 2017

This Statement of Work (“SOW”) describes the Professional Services provided to Customer by Avalara. This SOW is in addition to and incorporates by reference the Avalara Professional Services Terms and Conditions located at https://www.avalara.com/ps-terms (“Terms”). Any capitalized terms used in this SOW and not defined have the meanings given in the Terms.

  1. Definitions.
    • Account” means an account enabled by Avalara for Customer to access the Services.
    • Authorized User” means any employee, contractor, representative, or other person acting on Customer’s behalf who is authorized by Customer to use the Services and who has been supplied with access to the Services by either Customer or Avalara, at Customer’s written request.
    • CertCapture” means Avalara’s Service for the storage and management of tax exemption certificates.
    • Order Document” means a Sales Order, SOW, or other document used to purchase Services from Avalara.
    • Sales Order” means Avalara’s sales order form that describes the Services, Avalara Professional Services, fees, support plans, expenses and any special terms for using the Services that Customer has ordered.
    • Services” mean the Avalara service offerings to which Customer subscribes, as specified in the applicable Order Document.
  2. CertCapture Single Sign-On Implementation. Customers who have purchased “CertCapture Single Sign-On” can enable their Authorized Users to access the Service using a web-based single sign-on service, eliminating the need for application-specific passwords. CertCapture SSO uses SAML 2.0 technology. Avalara will provide the following:
    1. Technical Requirements. Avalara and Customer will work together to define technical requirements, including Customer’s identity provider, required SAML 2.0 attributes from the identity provider, and rules for user provisioning, role assignment, and sub-entity assignment.
    2. Customer Responsibilities. Customer will provide the following:
      1. User and user role mapping based on Avalara’s template; and
      2. Customer’s identity provider SSL certificate.
      3. Provisioning within Customer’s identity provider.
    3. Avalara Responsibilities. Avalara will set up a test company in the Account, and the Parties will jointly test the CertCapture SSO service. Avalara will make no more than one revision to the SAML mapping during testing. Upon Customer’s approval, Avalara will enable CertCapture SSO in Customer’s Account.
  3. CertCapture Document Automated Upload. For Customers who have purchased “CertCapture Document Conversion,” Avalara will import Customer’s legacy certificates into Customer’s Account.
    1. Customer Obligations. Before Avalara delivers Professional Services under this SOW, Customer will do the following:
      1. Set up Customer’s customers or import them into the Account.
      2. Provide historical certificates to Avalara as individual PDF files.
      3. Provide historical certificate metadata (including jurisdiction, exempt reason, signed date, and expiration date) and sufficient information to map Customer’s customers to the appropriate certificate images.
    2. Avalara Responsibilities. Avalara will import the historical certificates and link them to the matching customer records in CertCapture as a one-time electronic import.
  4. Customer Data File Exchange Implementation. Customers who have purchased “Customer Data File Exchange” can automatically import customer data through an SFTP site. For Customers who have purchased Customer Data File Exchange Implementation, Avalara will provide the following Professional Services:
    1. Avalara will provide Customer with formatting requirements for importing tab delimited files, and the Parties will agree on a final file format. Customer may use up to 10 custom data fields.
    2. Avalara will set up a test company in the Account, and the Parties will jointly test the Data File Exchange service. Avalara will set up a SFTP site to enable Customer to automatically upload new data files daily.
    3. Customer shall upload the file to the SFTP site in the agreed file format and ensure proper formatting.
    4. Avalara will review the upload for accuracy, and Customer will make any necessary corrections. Avalara may provide a second review to verify that any errors have been corrected.
    5. Changes to the Avalara file format and data formatting services are outside the scope of this SOW.
  5. Exemption Data File Exchange Implementation. Customers who have purchased “Exemption Data File Exchange” can automatically export exemption data from Customer’s Account to Customer’s internal system through a flat file made available on Avalara’s SFTP site. Avalara will support Customer in setting up Exemption Data File Exchange as follows:
    1. Exemption data will be made available in standard file format for retrieval from the SFTP site.
    2. Avalara will provide a sample file for Customer to test the integration. Avalara may provide a second sample file to verify that the errors have been corrected.
    3. Customer will develop the logic to read and import the data.
    4. Any enhancement to the standard file format is outside the scope of this SOW.
  6. CertCapture REST API for Import Implementation Support. Customers who have purchased “CertCapture REST API” can integrate CertCapture data with Customer’s internal systems to import Customer’s customer data. Avalara will support Customer in setting up access to the CertCapture REST API as follows:
    1. Avalara will provide guidance and best practices related to development using the CertCapture REST API. CertCapture REST API specifications are located at http://docs.certcapture6xrest.apiary.io/.
    2. Customer shall develop and test the CertCapture REST API in accordance with these specifications.
    3. Avalara will support Customer in troubleshooting issues during Customer testing.
    4. Any enhancement to the CertCapture REST API for Import is outside the scope of this SOW.
  7. CertCapture REST API for Export Implementation Support. Customers who have purchased “CertCapture REST API for Export” can integrate CertCapture data with Customer’s internal systems to retrieve exemption status data. Avalara will support Customer in setting up access to the CertCapture REST API for Export as follows:
    1. Avalara will provide guidance and best practices related to development using the CertCapture REST API for Export. CertCapture REST API for Export specifications are located at http://docs.certcapture6xrest.apiary.io/.
    2. Customer shall develop and test the CertCapture REST API for Export in accordance with these specifications.
    3. Avalara will support Customer in troubleshooting issues during Customer testing.
    4. Any enhancement to the CertCapture REST API for Export is outside the scope of this SOW.
  8. CertCapture for Retail Implementation. Customers who have purchased “CertCapture for Retail” can enable their store associates and sales representatives to look up customer tax exemption status and allow their customers to digitally complete new certificates or upload already completed forms to Customer’s Account. CertCapture for Retail also provides access to the CertCapture mobile scan app for digitizing paper exemption certificates and submitting into CertCapture for validation and storage. Avalara will assist with the setup and configuration of CertCapture for Retail in Customer’s Account.
  9. CertCapture for eCommerce Implementation. Customers who have purchased “CertCapture for eCommerce” can enable Customer’s customers meeting tax exempt criteria to digitally create exemption certificates. Avalara will support Customer in setting up CertCapture for eCommerce in their web environment by providing guidance and best practices related to the use of the Service. CertCapture for eCommerce allows Customer’s customers meeting tax exempt criteria to digitally create exemption certificates.
    1. Customer Obligations. In order to implement CertCapture for eCommerce, Customer will do the following:
      1. Define business requirements regarding the collection of exemption certificates and determination of exemption.
      2. Program CertCapture for eCommerce into Customer’s web environment.
      3. Perform end-to-end systems integration testing using data passed to, and created by, CertCapture for eCommerce.
      4. Maintain the implementation as non-Avalara changes made to the installation’s environment.
    2. Avalara Responsibilities. Avalara will support Customer in troubleshooting issues, such as CertCapture for eCommerce not returning the expected result.
  10. Extension of Scope. This SOW applies only to the specific purchases made in the Order Document. Any change in the scope of this SOW or undue delay by Customer in meeting its obligations under this SOW may require an extension in the schedule, an adjustment in the fees and expenses, or an adjustment in the work Avalara is to perform, which will be enumerated in an additional Order Document signed by the Customer.
  11. Professional Fees. Customer will pay all fees specified in the Order Document. Payment obligations are non-cancelable and fees paid are nonrefundable.
  12. Assumptions.
    1. Avalara will begin performing the Professional Services within 30 days of Services Effective Date. The “Services Effective Date” is the date on which Avalara processes Customer’s signed Order Document.
    2. Avalara will use commercially reasonable efforts to provide consistent personnel for the duration of this SOW. However, Avalara may reassign personnel in its sole discretion.
    3. This SOW will expire one year after Services Effective Date. Any service outlined in this SOW and not used by Customer will expire at that time, and no fees will be refunded.
    4. Customer is solely responsible for all Certificate management policy decisions.
    5. If Customer engages a third party to provide services, Customer will be responsible for all third-party contracts, costs, and projects including management of all third-party personnel and delivery issues.
    6. If Customer terminates this SOW without cause before the Professional Services are completed, Customer shall pay the full cost of the Professional Services set forth in the Order Document.
    7. All work will be performed remotely during Avalara business hours; Avalara will not travel to Customer’s premises under this SOW.