Avalara License Service Supplemental Terms and Conditions
Last Updated February 15, 2022
These Avalara License Service Supplemental Terms and Conditions (“ALS Terms”) govern Customer’s use of Avalara License Guidance, Avalara Sales Tax Registration, and Avalara License Preparation, and the purchase and use of any other Avalara services that refer to these ALS Terms. These ALS 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 ALS Terms and not defined have the meanings given in the Terms.
“Licenses” means business licenses or permits.
“Registration” means either one state or local sales tax registration.
“Regulated Business” means (i) a regulated business that requires additional registration steps such as food service, healthcare, or transportation, (ii) an international entity not incorporated in a US state, or (iii) an entity needing Simplified Sales Tax (“SST”) registrations.
“ALS Service” mean the Avalara License Guidance, Avalara Sales Tax Registration, and Avalara License Preparation service offerings to which Customer subscribes, as specified in the applicable Order Document.
2. ALS Services. The below list provides descriptions of ALS Services offered under these ALS Terms and additional terms specific to each ALS Service.
a. Avalara License Guidance
i. Services. Avalara will prepare a report of the federal, state, county, or local Licenses and Registration needed for one line of business in one physical location.
ii. Customer Responsibilities. Customer is solely responsible for accurately completing and submitting to the relevant jurisdiction all License and Registration forms provided by Avalara, paying fees associated with those Licenses and Registration, and communicating with the relevant jurisdiction.
b. Avalara Sales Tax Registration. Avalara shall prepare and file one Registration and remit registration fees to the applicable jurisdiction. Registration fees for states only are included in the fee for the ALS Service. Avalara will notify Customer if filing and registration fee remittance is not available from Avalara for a Registration (for example, for a local Registration), in which case, Avalara will provide the Registration application to Customer, and Customer shall file the Registration application and remit Registration fees directly to the applicable jurisdiction.
c. Avalara License Preparation
i. Services. Avalara shall (a) subject to Section 2(b), provide one Registration; and (b) prepare the signature-ready forms for the federal, state, county, and local Licenses needed for one line of business in one physical location.
ii. Customer Responsibilities. Customer is solely responsible for reviewing and filing the License applications, remitting associated license fees, and communicating with the applicable jurisdictions.
iii. Exclusions. Avalara License Preparation supports compliance with the license requirements for non-regulated businesses only. For Regulated Businesses, Customer may be required to complete its order through a telephone call with an Avalara sales representative or via other means separate from the online ordering process and pay an additional fee.
d. Avalara License Filing
i. Services. Avalara shall (a) subject to Section 2(b), provide one Registration; and (b) prepare and file the forms for the federal, state, county, and local Licenses needed for one line of business in one physical location. Avalara will collect License and Registration fees from Customer and remit to the applicable jurisdiction on Customer’s behalf. Avalara will provide support with the jurisdiction for the License and Registration application process.
ii. Customer Responsibilities. Customer is solely responsible for ensuring the Customer Data provided to Avalara is correct. Customer is solely responsible for timely and fully funding the License and Registration fees as requested by Avalara or described in the Documentation.
iii. Exclusions. If Customer fails to timely or fully fund the License and Registration fees: (1) Avalara has no obligation to prepare or file the Licenses and Registrations; (2) Avalara will have no liability of any kind to Customer which arises as a result of not completing any filing; and (3) Customer will not be entitled to and Avalara will not refund any fees paid by Customer for Services not completed pursuant to this Section 2(d)(iii).
e. Authorization. By purchasing the ALS Services described in this Section 2, Customer authorizes Avalara to prepare and file, where applicable, the Customer’s Licenses and Registrations. Customer also authorizes Avalara to interact with relevant jurisdictions and other third parties on Customer’s behalf in connection with Avalara’s provision of the ALS Services.
3. Term and Termination. ALS Services are one-time purchases. Any provisions in the Terms related to an ongoing subscriptions or automatic renewals are inapplicable to these ALS Terms. ALS Services expire 12 months from date of purchase without refund if not complete due to Customer delay.
4. Customer Obligations. In addition to Customer’s other obligations, Customer shall (i) timely provide Avalara with Customer Data needed for Avalara to perform the ALS Services; and (ii) ensure its License and Registration fees are paid promptly to the applicable jurisdiction except where otherwise provided.
5. Inapplicable Provisions of the Terms.
a. Trial Period. Any trial period described in the Terms does not apply to Avalara License Services.
b. Uptime Statistics. Avalara may elect not to provide uptime statistics.
c. Customer Affiliates. Unless otherwise agreed to in writing, Customer’s Affiliates are not permitted to use the ALS Services.
6. Compliance with NACHA Operating Rules. Customer’s responsibilities described in the Agreement and Customer’s access to and use of Services may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
a. To the extent that Customer’s operations are governed by the NACHA Operation Rules, Customer specifically agrees to the following NACHA requirements:
i. Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules; and
ii. Customer will comply with the laws of the United States in providing such funding.
b. In addition to any other applicable termination rights, Avalara may terminate this agreement for Customer’s non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
c. Avalara has the right to audit Customer’s access to and use of the Services, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.