Avalara MatrixMaster Supplemental Terms

Effective as of December 11, 2017

These Avalara MatrixMaster Supplemental Terms (“MatrixMaster Terms”) govern Customer’s use of the MatrixMaster Service and Additional Services (as defined below). These MatrixMaster Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these MatrixMaster Terms and not defined have the meanings given in the Terms.

  1. Definitions.
    1. MatrixMaster Service” means the Service for determining whether individual products are subject to sales and use tax, and any other determinations set forth in an Order Document in the jurisdictions identified in an Order Document. The Service Output of the MatrixMaster Service is delivered in a .csv file or other commercially reasonable format.
    2. Additional Services” means the Services Avalara offers under these MatrixMaster Terms in addition to the MatrixMaster Service, including Avalara Tax Categories, AvaTax Mapping, Bottle Deposit, E911, SNAP Flagging, Sales Tax Holiday Flagging, and Tax Rates Service.
    3. Avalara Tax Categories” means the Service for providing Avalara proprietary categories for products to Customer. The Service Output generated by the Avalara Tax Categories Service is delivered on a one-time, as-is basis only and will not be updated by Avalara. If Customer requests additional UPCs be mapped to proprietary categories, Avalara provides the Service Output for these additional UPCs only and does not review or update any Avalara Tax Categories Service Output previously delivered to Customer.
    4. AvaTax Mapping” means the Service for mapping UPCs to Avalara AvaTax codes. The Service Output of the AvaTax Mapping Service is a file containing the mapping in a format that can be uploaded to AvaTax. The Service Output generated by the AvaTax Mapping Service is delivered on a one-time, as-is basis only and will not be updated by Avalara. If Customer requests additional UPCs be mapped to AvaTax codes, Avalara provides the Service Output for these additional UPCs only and does not review or update any AvaTax Mapping Service Output previously delivered to Customer.
    5. Bottle Deposit” means the Service for determining the deposit amount associated with eligible beverages in accordance with the applicable state(s)’s bottle deposit program.
    6. Customer Data” has the meaning given in the Terms but does not include the Service Output.
    7. E911 Service” means the Service for identifying products subject to state E911 programs and providing the applicable fees or tax rates.
    8. Sales Tax Holiday Flagging” means the Service for determining product eligibility for sales tax holidays.
    9. Service Output” means the resulting output generated by a Service provided under these MatrixMaster Terms. The Service Output is delivered in the format set forth herein for the applicable Service or in another commercially reasonable format.
    10. SNAP Flagging” means the Service for determining product eligibility for the U.S. Department of Agriculture Food and Nutrition Services Supplemental Nutrition Assistance Program (SNAP).
    11. Store Location” means a store location with respect to which the Tax Rates Service is provided. For purposes of these MatrixMaster Terms, each unique mailing address constitutes one Store Location and each Store Location is identified by its name and mailing address.
    12. Tax Rates Service” means the Service for determining tax rates and exemptions for tangible personal property (TPP) and food for home consumption (other than prepared meals that are subject to a meals tax) for particular Store Locations. The tax rates output generated by the Tax Rates Service will be based on the most recent list of Store Locations provided by Customer and will be provided in a .csv file or other commercially reasonable format.
  2. The Trial Period set forth in the Terms does not apply to the MatrixMaster Service or Additional Services.
  3. Services.
    1. Customer Responsibilities.
      1. Customer shall submit the Customer Data in a .csv format or other format agreed to by the parties within 30 days after the Effective Date and, for Ongoing Review (as defined below), on the frequency specified in an Order Document.
      2. Customer shall provide Avalara with all requisite information to perform the Service and shall designate a single contact person to assist Avalara in identifying products, UPCs (and, if applicable, Store Locations). Determinations that cannot be made by Avalara without further clarification from Customer will not be included in the Service Output unless Customer provides the requested information and/or documentation.
      3. Customer shall not use the Services or the Service Output for the benefit of any third party and shall not (i) reproduce, modify, create, or prepare derivative works of the Service Output; (ii) distribute, display, share, sell, rent, lease, or otherwise provide access to the Service Output; (iii) use the Services or the Service Output to operate any timesharing, service bureau, or similar business; or (iv) alter, destroy or otherwise remove any proprietary notices within the Service Output.
    2. Avalara’s Responsibilities.
      1. Initial Review. If Customer purchases “Initial Review,” Avalara will provide the Service and the Service Output on a one-time basis.
      2. Ongoing Review. If Customer purchases “Ongoing Review,” Avalara will provide the Initial Review and update the Service Output according to the schedule set forth in an Order Document. Avalara will provide updates in response to changes from applicable jurisdictions or Store Locations (as the case may be), except as provided above with respect to AvaTax Mapping and Avalara Tax Categories. Together, the Initial Review and the Ongoing Review are the “Review.”
      3. Audit Support. If the Service Output is the subject of an audit by a taxing jurisdiction related to the Services, Avalara will provide information to Customer to substantiate the Service Output. Avalara will not provide audit defense services.
  4. Term and Termination. If Customer has purchased the Ongoing Review, the Initial Subscription Term begins on the Effective Date, ends after 15 calendar months, and will automatically renew for additional 12-month Renewal Subscription Terms. If Customer purchases only the Initial Review, the Initial Subscription Term begins on the Effective Date, ends upon delivery of the Service Output, and will not automatically renew.
  5. Fees and Billing. Fees for the Services are set forth in the Order Document.
    1. Annual Billing. Fees for the Initial Subscription Term are due upon execution of the Agreement. Avalara will invoice and Customer shall pay any annual fees at the beginning of the Initial Subscription Term and each Renewal Subscription Term, unless otherwise provided in an Order Document.
    2. Fees. Fees for usage of the MatrixMaster Service are based on the number of UPCs submitted by Customer and the number of jurisdictions included in the Review, subject to update by Avalara in a Subscription Term. Fees for Additional Services are as set forth in the Order Document.
    3. Overages. If Customer exceeds the number of UPCs set forth in the Order Document (or, in the case of the Tax Rates Service, the number of Store Locations set forth in the Order Document), Avalara will charge an overage fee. During the Initial Subscription Term, overage fees will be charged at the applicable rate and frequency specified in the Order Document. In any Renewal Subscription Term, Avalara’s then-current overage rates will apply.
    4. Additional Jurisdictions. If Customer adds jurisdictions during the Term, Avalara will charge a one-time set up fee and will increase the annual subscription fee accordingly. Additional jurisdictions will be charged at the applicable rate and frequency identified in the Order Document. Avalara shall have at least four weeks to add a new jurisdiction to the Ongoing Review.
  6. Proprietary Rights. Except for the Customer Data, Avalara retains and owns all right, title and interest in the MatrixMaster Service, the Additional Services, and all Service Output. Avalara hereby grants to Customer a non-exclusive, non-transferable (except as provided in Section 14(i) of the Terms), non-sublicensable, worldwide license to use the Service Output during the Term solely for Customer’s internal use, subject to the terms of the Agreement.