Effective March 1, 2022

This 2022 Avalara Partner Pilot Program document describes the terms and conditions of Avalara’s 2022 Avalara Partner Pilot Program (“Pilot Program”) and is subject to the Avalara Partnership Agreement between Avalara and Partner.  The terms and conditions of the Pilot Program govern Avalara’s offering of and Partner’s participation in the Pilot Program.  Terms not defined in the Pilot Program are defined in the Avalara Partnership Agreement or the General Partner Terms.

1. Definitions.  The capitalized terms used herein have the meanings set forth below:

“Commission” means the amounts payable to Partner by Avalara as compensation for a Referred Client’s purchase of Avalara’s Services in accordance with Section 2 below.

“Qualification Target” means the gross invoiced amounts of the first years’ Service Fees for the Services set forth in the Referred Clients’ and Reseller Referred Clients’ first purchase of Services, excluding: (a) charges to a Referred Client for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (b) charges in connection with a change made to a Referred Client’s Avalara subscription plan during its subscription term; (c) postage, fax, insurance, or other administrative charges; and (d) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency.

“Referred Client” means a new customer (other than Partner), that purchases Avalara’s Services as a result of Partner’s qualifying activities under this Program. 

“Reseller Referred Client” means a new customer (other than Partner) that purchases Avalara’s Services through a third party, such as an Avalara reseller or distributor, where the purchase would otherwise qualify for Commission under this Program but for the fact that the purchase was through that third party. For clarity, Partner must be flagged in Avalara’s system in connection with the third-party sales opportunity to qualify.

“Service” means the software or service provided to a Referred Client by Avalara that is eligible for Commission. The Services are set forth in Exhibit A.

“Service Fees” means the fee types that are eligible for Commission.  The Service Fees are set forth in Exhibit A.

2. Pilot Program Requirements and Benefits.

2.1 Qualifications. Partner qualifies for the Pilot Program benefits set forth in this Section 2 (“Pilot Program Benefits”) during Partner’s first calendar year participating in the Pilot Program. In order to qualify for the Pilot Program Benefits in each subsequent calendar year, Partner must achieve the Qualification Target for the prior calendar year. Each calendar year following a year in which Partner met the Qualification Target and for which Partner qualifies and will receive Pilot Program Benefits is a “Qualifying Year.” Each calendar year following a year in which Partner failed to meet the Qualification Target and for which Partner does not qualify to receive Pilot Program Benefits is a “Nonqualifying Year.” Avalara will communicate the Qualification Target in writing by November 30 of each calendar year to apply to the following calendar year. Avalara will notify Partner whether the calendar year is a Qualifying Year by February 15 of that year.

2.2 Failing to Qualify. Partner will not receive the Pilot Program Benefits in a Nonqualifying Year, including payment of Commission under the Pilot Program, but Partner may still qualify for and receive Commission under the Referral Partner Program during the Nonqualifying Year. Partner may continue to participate in the Pilot Program and receive a Qualification Target to requalify. If a Qualifying Year follows a Nonqualifying Year, Partner will receive any remaining residual Pilot Program Benefits from prior Qualifying Years. For example, if the second calendar year is a Nonqualifying Year but the third calendar year is Qualifying Year, Partner will receive Commission for Renewal Net Revenue for second renewals of Year 1 Net Revenue from Partner’s first calendar year in the Pilot Program during the third calendar year.

2.3 Account-Based Marketing. In order to receive account-based marketing under this Section 2.3, Partner must provide a Partner Account list (including account name and account URL) containing the number of Partner Accounts set forth in the Avalara Partnership Agreement. Upon receipt of the list, Avalara will provide at its sole expense an account-based marketing campaign. Avalara will determine marketing messaging and content, provided that statements about Partner and Partner’s services must be approved by Partner in writing prior to use. This may include marketing assets customized to particular Partner Accounts. “Partner Account” means an existing customer who has purchased products or services from or through Partner.

2.4 Commission. Subject to the Terms of the Agreement, Partner will earn Commission when a Referred Client purchases Services from Avalara after being referred to Avalara by Partner (“Referral Commission”).

2.4.1 Commission Eligibility.

2.4.1.1 General Eligibility. To be eligible to earn any Commission under this Program, the following conditions must be met:

a. The Referred Client’s purchase must not have been ordered through a third party (such as an Avalara reseller or distributor);

b. Avalara must have received full payment of all applicable fees from the Referred Client.

c. The Referred Client’s right to a refund must have expired (typically, the right to refund expires after 60 days).

d. Partner must have provided all tax documentation that Avalara needs to make payments to Partner, including Partner’s W-9. 

2.4.1.2 Referral Commission.  To be eligible to earn Referral Commission, the following conditions must be met:

a. Partner must have submitted the Referred Client’s contact information to Avalara through the Partner Portal, directly to the Avalara marketing and sales teams, or through other means specifically defined by Avalara;

b. At the time Partner submits the Referred Client’s contact information to Avalara, the Referred Client must not be currently entered into Avalara’s lead and customer management system as an active opportunity or be an existing Avalara customer;

c. The Referred Client must purchase Services from Avalara within six months of the initial referral by Partner, determined by the effective date of the Order Document;

d. Any submission of a Referred Client’s contact information must be made in good faith based on Partner’s actual contacts with the Referred Client; and

e. If two or more Avalara partners submit the same Referred Client to Avalara within a six-month period, the first partner to submit the Referred Client will earn the Commission unless (i) the referral by the first partner is “closed” in Avalara’s systems due to inability to complete a sale, and (ii) the eventual sale is the direct result of the subsequent referral that occurs after the opportunity is “closed.”

2.4.2  Calculation

2.4.2.1 Commission is calculated by multiplying the applicable percentage set forth in Exhibit A in place at the time of Referred Client's or Reseller Referred Client's first purchase of Services and Year 1 Net Revenue or Renewal Net Revenue.  “Year 1 Net Revenue” means the gross invoiced amount of the first year’s Service Fees for the Services set forth in Referred Client’s first purchase of Services (“Year 1 Purchase”).  “Renewal Net Revenue” is the revenue arising from the Referred Client’s first three renewals of the Year 1 Purchase at the original purchase price. Year 1 Net Revenue and Renewal Net Revenue exclude: (a) credited charges, refunds, charge backs, and invoice adjustments; (b) charges to a Referred Client for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (c) charges in connection with a change made to a Referred Client’s Avalara subscription plan during its subscription term; (d) postage, fax, insurance, or other administrative charges; and (e) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency. Renewal Net Revenue includes qualifying purchases in 2022 by Referred Clients under the Referral Partner Agreement prior to Effective Date provided Partner is a signed participant in the Referral Partner Program at the time of purchase.

2.4.2.2 If Partner receives Commission under this Agreement, Partner will not be eligible to receive Commission under any other Avalara partner program for the same order of Services.

2.4.2.3 Partners participating in this Pilot Program will receive Commission on Renewal Net Revenue arising from Referred Client purchases in the first calendar year Partner participates in the Pilot Program. Partners who are active participants in Avalara’s Referral Partner Program prior to the Effective Date will also receive Commission on Renewal Net Revenue arising from Referred Client purchases occurring between January 1, 2022, and Effective Date provided they are eligible for Referral Commission as defined in the Referral Partner Program.

2.5 Certification Training. For Partners participating in the Avalara Certified Implementation Program set forth at https://www.avalara.com/cip-program, program fees are waived.

3. Marketing.

3.1. Partner Business Plan.  Each Party will assign a marketing manager and sales manager to the Pilot Program. The Parties will collaborate to establish a detailed marketing and sales plan (“Partner Business Plan”) to promote the Service within 90 calendar days after the Effective Date and will review and revise the Partner Business Plan on an annual basis thereafter.  As part of the Partner Business Plan, Avalara and Partner will participate in regular reviews of the business and the marketing activities in the Partner Business Plan.  

3.2. Leads. Provided Partner has the right to share Leads, Partner will submit all Leads generated through co-funded or co-sponsored promotion and marketing activities to Avalara through the Partner Portal or other reasonable means as determined by Avalara in its sole discretion.  If Avalara changes the required means of submission, Avalara will provide Partner 30 days’ advance notice. Avalara and Partner will use commercially reasonable efforts to qualify Leads as potential Avalara customers and convert Leads into Referred Clients that purchase Services.  Nothing herein requires Partner to share Leads that it receives from sources other than co-funded or co-sponsored promotion and marketing activities.

3.3. Training. The Parties will collaborate to establish a training program whereby each Party will train the other regarding the use, operation, and support of such Party’s services. Each Party will use commercially reasonable efforts to ensure that its marketing and sales staff undergo any applicable training available within 60 business days of the Effective Date.

3.4. Links and Images.

3.4.1. Avalara shall make available to Partner a variety of graphic and textual images that serve to identify Partner as a member of this Program (“Avalara Images”) and that may be used in hypertext links from Partner’s website to Avalara’s website (“Avalara Links”) and for marketing the Services. Partner may, subject to the terms and conditions herein, display Avalara Links as often and in as many areas on Partner’s website as Partner desires; however, the Avalara Links must land on the page on Avalara’s website designated by Avalara. Partner shall not use Avalara Images or Avalara Links to direct traffic to any other web site or page. Partner shall cooperate fully with Avalara in establishing and maintaining Avalara Links. Partner shall only display Avalara Images provided to Partner by Avalara.  Avalara may change or remove Avalara Images from time to time in its sole discretion, and Partner shall promptly update its website and any affected Avalara Links.

3.4.2. Partner shall make available to Avalara a variety of graphic and textual images that serve to identify Avalara as its partner (“Partner Images”) and that will establish hypertext links from Avalara’s website to Partner’s website (“Partner Links”) and for Avalara to use in marketing Partner’s services. Avalara may, subject to the terms and conditions herein, display Partner Links as often and in as many areas on Avalara’s website as Avalara desires; however, Partner Links must land on the page on Partner’s website designated by Partner. Avalara shall not use Partner Images or Partner Links to direct traffic to any other web site or page. Avalara shall cooperate fully with Partner in establishing and maintaining Partner Links.   Avalara shall only display Partner Images provided to Avalara by Partner.  Partner may change or remove Partner Images from time to time in its sole discretion, and Avalara shall promptly update its website and any affected Partner Links.

3.4.3. Each Party may add codes (“Business Partner Codes”) to its own graphic and textual images and links to identify the other Party as the originator of any Lead or Partner-Lead on the condition that Business Partner Codes do not, in any way, alter the look, feel, or functionality of the other Party’s website(s). Neither Party shall modify the Business Partner Codes added by the other Party

3.4.4. If a Party wishes to create, publish, distribute, or permit any other material that makes reference to the other Party, such Party must first obtain the other Party’s express written consent, which may be granted or withheld in the other Party’s sole discretion. 

4. Fees and Payment.

4.1. Payment.

4.1.1 Avalara will pay Commission payments (“Payment(s)”) on Year 1 Net Revenue within 30 days from the end of the calendar month in which Avalara invoiced the Referred Client. For example, if Avalara invoices a Referred Client for a commissionable sale in May, Avalara will pay Partner Commission on Year 1 Net Revenue based on such invoice by June 30th.

4.1.2 Payments on Renewal Net Revenue will be made monthly and  will be remitted to Partner within 30 days following the last day of the month in which the Commission was earned. Payments on Renewal Net Revenue will only include amounts for funds actually collected by Avalara from End Users whose right to a refund has expired (typically, the right to refund expires after 60 days).

4.1.3 Avalara will track commissionable sales to Referred Clients and make those reports available to Partner. The form, content, and frequency of the reports may vary from time to time in Avalara’s sole discretion.

4.2. Offsets and Refunds. Subject to Section 4.4 (Claims) below, Avalara may deduct or offset amounts owed by Partner to Avalara from any Payments.  For example, if any amount is paid to Partner in error, Avalara may deduct such erroneously paid amount from subsequent Payments.  If a Referred Client does not pay the invoiced amounts or a refund is issued to a Referred Client, and a Commission was previously paid to Partner based on the amount that was invoiced, Avalara may offset the amount of the Commission paid on the unpaid Referred Client invoice or refunded amount from a future Payment.  If the amount owed by Partner under this section exceeds the Payments owed to Partner, Partner will pay Avalara such excess amount owed within 30 calendar days of the date of Avalara’s invoice. 

4.3. Taxes. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. If withholding of any tax is required under applicable law in respect of any payment by Avalara to Partner hereunder, Avalara will: (a) withhold the appropriate amount from such payment, and (b) remit such amount to the relevant authorities in accordance with applicable laws.

4.4. Claims. Any claim for any unpaid, underpaid, or overpaid Commission made by either Party must be submitted to the other Party in writing within 12 months after the event giving rise to the claim. Following the expiration of that 12-month period, each Party agrees to waive any and all rights to assert a claim for such unpaid, underpaid, or overpaid Commission.

5. Term. The initial term of the Agreement will begin on the Effective Date and will continue for one year, to the first anniversary of the Effective Date (the “Initial Term”).  At the end of the then-current Initial Term or Renewal Term, the Agreement will automatically renew for an additional one-year period (a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party. The Initial Term and each Renewal Term are collectively referred to as the “Term”.

6. Modification.  Except as may otherwise be provided in the Agreement, Avalara may modify this 2022 Avalara Partner Pilot Agreement, including, for example, Exhibit A attached hereto.  If Avalara modifies this 2022 Avalara Partner Pilot Agreement, it will provide written notice to Partner of those modifications at least 30 days prior to the effectiveness of the modifications.

7. Termination.

7.1. For Convenience.  Either Party may terminate this 2022 Avalara Partner Pilot Agreement at any time, with or without cause, by giving the other party written notice of termination.  Partner is eligible to earn Referral Commissions only for orders that are placed by Referred Clients during the Term, and Commissions earned through the date of termination will remain payable only if the orders are not canceled or returned. Avalara may withhold Partner’s final payment for a reasonable time to ensure that the correct amount is paid. If Avalara terminates Partner’s participation in the Pilot Program under this Section 7.1 without providing Partner the opportunity to participate in a successor program that accounts for Referral Commissions related to Renewal Net Revenue, Avalara will pay Partner eligible Referral Commissions related to Renewal Net Revenue arising from Year 1 Purchases that close prior to termination date; if Partner refuses to participate in such successor program, Avalara has no further payment obligation.

7.2. Material Breach. Either Party may immediately terminate this 2022 Avalara Partner Pilot Agreement for cause by giving written notice of termination to the other if the other Party breaches any of its material obligations under this 2022 Avalara Partner Pilot Agreement and does not cure the breach within 30 calendar days after the non-breaching Party gives written notice to the breaching Party. 

7.3. Effect of Termination or Expiration. Except as otherwise provided in the Agreement, upon termination or expiration of this 2022 Avalara Partner Pilot Agreement:

7.3.1. All rights and licenses granted under this 2022 Avalara Partner Pilot Agreement will immediately cease;

7.3.2. Each Party will immediately stop using and either destroy or delete any Confidential Information provided by the other Party under this 2022 Avalara Partner Pilot Agreement, other than Confidential Information in automatic computer backups or that must be retained for regulatory, legal, or audit purposes or for compliance with its document retention policies, provided that any retained Confidential Information will be subject to the confidentiality provisions of the General Partner Terms for as long as it is retained; and

7.3.3. Those provisions of the Agreement that by their nature should survive termination or expiration will survive, including, but not limited to, ownership provisions, confidentiality, disclaimers, indemnities, and limitations of liability.

The Commission Rates to calculate Commissions arising from Year 1 Net Revenue is 40% and from Renewal Net Revenue is 10%. For Services marked with (**), the Commission Rate to calculate Commissions arising from both Year 1 Net Revenue and Renewal Net Revenue is 10%.