Statement of Work for CertCapture One-Time Managed 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.
    • CertCapture” means Avalara’s Service for the storage and management of tax exemption certificates.
    • 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 the CertCapture Service for use in a single jurisdiction.
    • 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. Managed Services. For Customers who have purchased the “Managed Services,” Avalara will manage new and expired Certificates on Customer’s behalf in accordance with the Order Document. Managed Services may include (i) “CertCapture Validation,” where Avalara reviews Certificates for required information; and (ii) “CertCapture Campaigns,” where Avalara solicits updated Certificates from Customer’s customers, and may include the additional Services described below.
    1. Customer Obligations. In order to purchase Managed Services, Customer must first purchase CertCapture and complete implementation. Customer will upload Customer’s requisite customer data into Customer’s Account. Managed Services does not include CertCapture subscription implementation services.
    2. CertCapture Validation Services. Avalara will review the number of Certificates set forth in the Order Document, map them to Customer’s customer account numbers, enter the states of exemption, enter the starting dates of exemption, and any other required data. Overage fees will be charged at the rate specified in the Order Document.
      1. CertCapture Validation. Customers who have purchased CertCapture Validation will receive the following Managed Services:
        • 1) Avalara will receive legacy certificates, convert hard copies to PDF files, and upload the PDF files into 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 and add these numbers to 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.
      2. CertCapture Validation for CertExpress. Customers who have purchased “CertCapture Validation for CertExpress” can enable their customers to submit Certificates for CertCapture Validation through Avalara’s website for Certificate submission. Customers will receive the services set forth in paragraphs (i)(3) and (i)(4) above.
      3. CertCapture Tax ID Verification. For Customers who have purchased “CertCapture Tax ID Verification,” Avalara will verify state tax identification numbers for those states that make this information available on their websites up to the number set forth in the Order Document. For all states, Avalara will check the format of the tax identification number to ensure it is accepted by the state.
      4. Disclaimer. Customer understands and agrees that the Certificate Validation Services do not guarantee that Certificates will be accepted as valid by a tax authority.
    3. CertCapture Campaigns. For Customers who have purchased CertCapture Campaigns, Avalara will conduct a campaign to Customer’s customers to request Certificates. Avalara will provide Customer with form outbound letters for Customer’s review. Customer may request reasonable revisions to the forms.
      1. Campaign Building. For all CertCapture Campaigns, Avalara will produce a campaign target list and cover letter, and will insert partially pre-filled document templates. Customer must approve target list and mailing contents before Avalara can launch the campaign.
      2. CertCapture Postal Campaign. For Customers who have purchased “CertCapture Postal Campaign,” Avalara will prepare and send the number of letters set forth in the Order Document. The letters will be sent by U.S. Mail. This Service includes printing envelopes and contents, stuffing envelopes, and applying postage. Avalara may provide subsequent rounds of letters to those who do not return Certificates up to the total number of letters set forth in the Order Document.
      3. CertCapture Email Campaign. For Customers who have purchased “CertCapture Email Campaign,” Avalara will prepare and send up to the number of emails set forth in the Order Document. Avalara may send subsequent rounds of emails to those who do not return Certificates up to the total number of emails set forth in the Order Document.
      4. CertCapture Fax Campaign. For Customers who have purchased “CertCapture Fax Campaign,” Avalara will prepare and send up to the number of faxes set forth in the Order Document. Avalara may send subsequent rounds of faxes to those who do not return Certificates up to the total number of faxes set forth in the Order Document.
      5. Post CertCapture Campaign Support. For all CertCapture Campaigns, 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.
      6. Disclaimer. Customer understands and agrees that the campaign Services do not guarantee Customer’s customers will respond to the campaign nor that the Certificates gathered through the campaign will be valid.
  3. 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.
  4. Professional Fees. Customer will pay all fees specified in the Order Document. Payment obligations are non-cancelable and fees paid are nonrefundable.
  5. Assumptions.
    1. Avalara will begin performing the Managed 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 the Services Effective Date. Any service outlined in this SOW and not used by Customer will expire at that time without refund.
    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 Managed Services are completed, Customer will pay the full cost of the Managed 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.