CertCapture Supplemental Terms

Effective as of September 1, 2017

These Avalara CertCapture Supplemental Terms (“CertCapture Terms”) govern Customer’s use of Avalara’s compliance document management Services (“Compliance Document Management Services”), including the CertCapture Service. These CertCapture Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/legal/terms (the “Terms”). Any capitalized terms used in these CertCapture Terms and not defined shall have the meaning given in the Terms.

  1. Definitions.
    • CertCapture Service” means Avalara’s Service for the storage and management of tax exemption certificates.
    • Compliance Document Management Service” means Avalara’s Services for the storage and management of compliance documents: the CertCapture Service, the Excise Capture Service, and the VendorCapture Service.
    • ExciseCapture Service” means Avalara’s Service for the storage and management of excise licenses and IDs.
    • VendorCapture Service” means Avalara’s Service for the storage and management of federal withholding forms.
    • Certificate” means any compliance document image, such as a tax exemption certificate, excise license, or federal withholding form, that is entered, uploaded, or otherwise recorded in a Compliance Document Management Service for use in a single jurisdiction. “Certificate” is further described in Section 2 below.
  2. Certificate Calculations.  Fees for usage of the Compliance Document Management Service are based on the number of Certificates recorded or altered in these Services by Customer. The number of Certificates counted for purposes of calculating usage of the Compliance Document Services will be the maximum number of Certificates stored in the System at any point in time during a Subscription Term. If a single compliance document image is used to satisfy Customer’s compliance obligations in multiple jurisdictions, each of the jurisdictions where the Certificate is used will count as one “Certificate” (for example, one document image used in five states will count as five Certificates for purposes of calculating usage”).
  3. Service Availability. The CertCapture Service has limited planned downtime. Any planned downtime will be scheduled with at least 7 days’ notice and scheduled at a time that is intended to minimize impact to Customers.
  4. Fees and Billing.
    1. Fees. Customer shall pay fees for the Compliance Document Management Services and the other Services set forth in the Order Document signed by the Customer.
    2. Automatic Upgrades and Overages. Customer may choose one of two options if that Customer exceeds the number of Certificates set forth in its Order Document: either payment of a per-Certificate overage charge or automatic upgrade to the next highest subscription tier.  At any time prior to exceeding the purchased number of Certificates, Customer may change the selected option, but the default choice will be the overage option unless the automatic upgrade option has been specified by Customer.  Overage fees will be charged at the rate specified in the Order Document, and in any Renewal Subscription Term, Avalara’s then-current overage rates will apply.
    3. Billing. Avalara will invoice and Customer shall pay (i) any one-time fees for One-Time Managed Services and Professional Services at the beginning of the Initial Subscription Term, and (ii) any annual fees at the beginning of the Initial Subscription Term and each Renewal Subscription Term.
  5. Other Services. Customer may purchase the following services.
    1. Activation. Avalara will provide support to Customer through the initial setup of Customer’s Account.
    2. CertCapture Single Sign-On. “CertCapture Single Sign-On” means the Compliance Document Management Service functionality that permits Customer’s Authorized Users to access the Service using a web-based single sign-on service, eliminating the need for application-specific passwords. CertCapture Single Sign-On integration with the Service uses the SAML 2.0 standard. SAML 2.0 is not compatible with previous versions of the SAML protocol, and SAML 1.0 and 1.1 are not supported.
    3. Customer Data File Exchange. “Customer Data File Exchange” enables secure file upload and import between a client application and the Compliance Document Management Service through a secure FTP site. Avalara charges a separate fee for each application that integrates into Customer Data File Exchange as set forth in the fee schedule below.
    4. Exemption Data File Exchange. “Exemption Data File Exchange” enables secure file extract and download between a client application and the Compliance Document Management Service through a secure FTP site. Avalara charges a separate fee for each application that integrates into Exemption Data File Exchange as set forth in the fee schedule below.
    5. CertCapture REST API for Import. The “CertCapture REST API for Import” allows Customers to automatically import Customer Data using the specifications set forth at http://docs.certcapture6xrest.apiary.io/. Avalara charges a separate fee for each application that integrates into the CertCapture REST API for Import as set forth in the fee schedule below.
    6. CertCapture REST API for Export. The “CertCapture REST API for Export” allows Customers to automatically retrieve exemption data using the specifications set forth at http://docs.certcapture6xrest.apiary.io/. Avalara charges a separate fee for each application that integrates into the CertCapture REST API for Export as set forth in the fee schedule below.
    7. CertCapture for Retail. “CertCapture for Retail” allows Customer to 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. Certificates can be auto validated on completion and stored in CertCapture or submitted into CertCapture’s data entry area for validation. 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.
    8. CertCapture Dedicated Server. With this module, Avalara will provide a dedicated database server for Customer Data.
    9. CertCapture for eCommerce. “CertCapture for eCommerce” integrates with an existing digital storefront or order management software to create new exemption certificates with online validation. Certificates can be automatically validated on completion and stored in CertCapture or submitted into CertCapture’s data entry area for validation.
    10. Avalara Compliance Document Network. For the purpose of facilitating easier and more accurate sharing of compliance documents between sellers, buyers, and other participants in Avalara’s compliance document management system (“Network Participants”), Avalara may create a directory listing for Customer that includes Customer’s identifying information (for example, name, address, and business category) to be shared with other Network Participants.  If Customer wishes to opt out of participating in the Avalara compliance document network, Customer may do so by emailing legal@avalara.com.
    11. Recurring Managed Services. Customer may purchase a CertCapture subscription that includes Recurring Managed Services for up to 15% of the Certificate tier. “Recurring Managed Services” means Avalara’s certificate validation service and customer contact campaign service offered in connection with the Compliance Document Management Service. The specific obligations and requirements for the Recurring Managed Services are set forth in Section 6 below.
    12. One-Time Managed Services. For Customers who have purchased “One-Time Managed Services,” Avalara will manage new and expired Certificates on Customer’s behalf, as set forth in the Fee Schedule in Section 7. Delivery of One-Time Managed Services is governed by the electronic SOW located at https://www.avalara.com/legal/mgd-svcs.
    13. CertCapture Professional Services. Delivery of implementation services for any of the Services described in this Section 6 and set forth in the Fee Schedule in Section 7 (the “Professional Services”) is governed by the electronic SOW located at https://www.avalara.com/legal/cc-prof-svcs.
  6. Recurring Managed Services Description. For Customers who have purchased Recurring Managed Services, Avalara will provide the following services after Customer’s CertCapture Service Account is fully implemented.
    1. The Services. Recurring Managed Services include (i) “CertCapture Validation,” where Avalara reviews Certificates for required information; and (ii) “CertCapture Campaigns,” where Avalara solicits updated Certificates from Customer’s customers.
      1. Customer Obligations. Customer will upload the requisite Customer Data into Customer’s Account.
      2. CertCapture Subscription. Customer’s yearly subscription fee includes CertCapture Validation and CertCapture Campaigns for up to 15% of the Certificate tier purchased. For example, if Customer subscribed to 2,500 Certificates, Avalara will perform up to 375 validations and will send up to 375 letters every year. Two letters to the same customer counts as two letters under the subscription. Customer may separately purchase One-Time Managed Services in excess of 15% of the Certificate tier.
    2. Certificate Validation Services. Avalara will review the Certificates up to the number set forth in Section 1(b), map them to Customer’s customer account numbers, enter the states of exemption, enter the starting dates of exemption, and any other required data.
      1. Avalara will receive legacy certificate, convert hard copies to PDF files, and upload the PDF files in Customer’s Account. Images will not be visible in Customer’s Account until validated.
      2. Customer will identify Customer’s customer account numbers associated with the Certificates on the Certificates.
      3. Avalara will review the Certificates and assess contents for inclusion of Customer’s customer name, Customer name, exemption reason, tax identification number (Avalara verifies that a tax identification number has been included on the Certificate but does not verify the format or accuracy of this number), signature, and signature date.
      4. Avalara will make standard reports available so that Customer can review the validations that have been performed and their results.
      5. Multijurisdictional Certificates. Multijurisdictional Certificates will be separated by jurisdiction into unique Certificates and assigned individual Certificate identification numbers to ensure proper treatment for each jurisdiction (e.g., jurisdictions may have different expiration rules, reporting rules, and so forth). Avalara will validate multijurisdictional Certificates for each jurisdiction. Each jurisdiction counts as a unique validation. Customer can opt to limit validation of multijurisdictional Certificates to those jurisdictions contained in its nexus table or Customer data.
      6. Disclaimer. Customer understands and agrees that Certificate Validation Services do not guarantee the validity of Certificates.
    3. CertCapture Campaigns. Avalara will conduct a campaign to Customer’s customers to request Certificates using Avalara form letters. The campaign may consist of U.S. Mail or email.
      1. Campaign Building. Avalara will produce a campaign target list and cover letter. Customer must approve both the target list and the cover letter before Avalara can launch the campaign.
      2. Campaign Fulfillment. Avalara will prepare and send letters via U.S. Mail, including printing envelopes and contents, stuffing envelopes, and applying postage. For email campaigns, Avalara will prepare and send emails. Avalara may provide subsequent rounds of communications to Customer’s customers who do not return Certificates up to 15% of the Certificate tier purchased.
      3. Post Campaign Support. Avalara will provide phone and email support to answer questions from the campaign population. Any questions that are specific to the customer’s account with Customer will be redirected to Customer.
      4. Disclaimer. Customer understands and agrees that the Campaign Services do not guarantee a response rate to the campaign nor that the Certificates generated by the campaign will be valid.