Avalara License Service Terms and Conditions
Last Updated February 17, 2021
These Avalara License Service Terms and Conditions (“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 Terms.
Please read these Terms carefully. These Terms are a legal agreement between Avalara (as defined below) and you (“Customer”) (each, a “Party”). By accessing or using the Services, Customer agrees to be bound by these Terms, including all terms incorporated into the Terms by reference. If Customer does not agree to the Terms, Customer must not access or use the Services.
Avalara periodically updates these Terms, and Customer must regularly review them. Avalara will post the effective date of any updates at the beginning of these Terms. By continuing to use the Services after an update, Customer agrees to the updated terms.
1. Definitions. Unless otherwise defined in these Terms, capitalized terms have the following meaning:
a. Avalara Services
i. “Avalara License Guidance” means the Service where Avalara provides Customer with a report listing the initial Licenses and Registration required, including PDFs of or links to the form applications, for one line of business in one physical business location and provides information to enable Customer to complete the applications.
ii. “Avalara Sales Tax Registration” means the Service where Avalara prepares and files a Registration for one jurisdiction.
iii. “Avalara License Preparation” means the combination of the Avalara Sales Tax Registration Service and the Service where on a one-time basis, Avalara prepares the business License forms using Customer Data for Customer to file the business Licenses needed for one line of business in one physical location.
b. Other Defined Terms
i “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
ii. “Applicable Laws” means all applicable local, state, provincial, federal, and international laws and regulations.
iii. “Avalara” means Avalara, Inc., a Washington corporation with offices located at 255 S. King St, #1800, Seattle, WA 98104.
iv. “Customer Data” means any information, including Personal Information, uploaded, provided, or made accessible to Avalara’s systems by Customer (or by Avalara on behalf of Customer) to use the Services.
v. “Documentation” means Avalara’s user guides, training manuals, and other similar information, as updated or revised by Avalara from time to time, that Avalara provides to Customer at the following location: https://help.avalara.com (or a successor website that Avalara may designate from time to time).
vi. “Intellectual Property” means all trade secrets, inventions, patents and patent applications, trademarks and service marks (whether registered or unregistered and including any goodwill acquired in such marks), trade names, trade dress, copyrights, moral rights, rights in inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
vii. “Licenses” means business licenses or permits.
viii. “Loss” means any liability, loss, settlement payment (including any settlement the Indemnitee agrees to pay, as long as it is in a written settlement approved by Indemnitor in writing), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges resulting from the indemnified third-party claim.
ix. “Order Document” means a sales order or other document used to purchase Services from Avalara.
x. “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under Applicable Law.
xi. “Registration” means either one state or local sales tax registration.
xii. “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.
xiii. “Representatives” means Customer’s directors, officers, employees, consultants, advisors, representatives, or agents.
xiv. “Service Material” means the Avalara content and technology used in connection with providing Services to Customer, including applications, software, graphics, pictures, images, video, music, sound, data and files, trademarks, and patents. Service Material does not include Customer Data or Third-Party Applications.
xv. “Services” 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, and the Service Material provided from such service offerings.
xvi. “Third-Party Applications” means computer software programs and other technology that are provided or made available to Customer by third parties.
2. Services. Customer shall (a) pay the applicable service fees for the Services and (b) use the Services in compliance with any Documentation Avalara makes available to Customer that is applicable to the Services.
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
i. Services. Upon receipt of all necessary Customer Data, Avalara shall prepare and file one Registration and remit registration fees to the applicable jurisdiction. Registration fees for all states and most local jurisdictions are included in the fee for the Service. Avalara will notify Customer if filing and registration fee remittance is not available from Avalara for a 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.
ii. Authorization. By purchasing Avalara Sales Tax Registration, Customer authorizes Avalara to prepare and file where available Customer’s Registrations. Customer also authorizes Avalara to interact with taxing authorities and other third parties on Customer’s behalf in connection with Avalara’s provision of the Services.
c. Avalara License Preparation
i. Services. Upon receipt of all necessary Customer Data, 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. Authorization. By requesting Avalara License Preparation, Customer authorizes Avalara to prepare and file where available Customer’s Business Licenses and Registration. Customer also authorizes Avalara to interact with taxing authorities and other third parties on Customer’s behalf in connection with Avalara’s provision of the Services.
iv. 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.
3. Term and Termination. Services are noncancellable and nonrefundable. If Customer terminates the Service without cause before the Services are completed, Customer shall pay the full cost of the Services set forth in the Order Document. Except for Customer’s breach, if Avalara terminates Customer’s Services, Customer’s sole remedy for such termination will be the refund of the pro-rata amount (if any) of any prepaid amounts for Services that Customer has not yet used at the time of termination. Avalara may immediately terminate or suspend Customer’s use of the Services or Service Material due to Customer’s breach of these Terms, and Customer shall not be entitled to a refund.
5. No Professional Tax Opinion or Legal Advice; No Guarantee. Although Avalara strives to ensure that the Service Material and any other information or data contained in the Services are current and accurate, Avalara is dependent on third parties, including state and local governmental agencies, to timely update and provide information that affects such Service Material. In addition, many regulations rapidly change and require interpretation by qualified tax professionals. Accordingly, Customer acknowledges and agrees that Avalara does not provide legal advice, including professional tax opinions or management advice, and that Customer’s use of the Services does not create any fiduciary obligations on the part of Avalara to Customer. In addition, Customer agrees that it uses and relies upon the Services at Customer’s own risk and Customer acknowledges that Avalara cannot guarantee that any Service Material contained in the Services is accurate or current. Customer bears full responsibility to determine the applicability of the output generated by the Services and to confirm its accuracy. Customer is encouraged to conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice.
6. Service Material; Limited License; Limited Use; Avalara Intellectual Property; Avalara Rights
a. Service Material. Service Material comes from a variety of sources. Some of this Service Material originates from Avalara, but much of the Service Material originates from other sources. For example, the forms for License applications or registrations available through the Services originate from the licensing authority for such License. Avalara does not claim copyright for information provided by governmental agencies, but to the extent a compilation of that information was created by Avalara, Avalara owns the rights to that specific compilation. Avalara is not responsible for and does not endorse any Service Material that does not originate from Avalara and cannot and does not accept any liability with respect to any such Service Material. All Service Material, including Service Material originating from Avalara, is provided to Customer “as is” for Customer’s use in accordance with these Terms only. Neither Avalara nor its suppliers or licensors make any representations or warranties with respect to any Service Material.
b. Limited License. Customer is granted a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services and Service Material solely for Customer’s internal business operations in accordance with these Terms. Customer shall not copy, reproduce, distribute, circulate, publish, broadcast, display, sell, license, modify, create derivative works of or otherwise exploit any of the Service Material in any manner and for any purpose whatsoever without the prior written consent of Avalara, provided that Customer can make a reasonable number of copies of Service Material for use by Customer and its Representatives for Customer’s internal business purposes. Customer is responsible for (a) ensuring its Representatives that receive Service Material comply with these Terms and (b) any breach of these Terms by its Representatives. Customer represents and warrants that neither Customer or its Representatives is a competitor of Avalara. Customer shall not, directly or indirectly, permit any third party to use the Services or Service Material or offer or use the Services for the benefit of any third party. Customer shall not develop, market, license or sell a product or service which appropriates or uses any Service Material.
c. Limited Use. If Customer orders Services that include the right to access and use a License or Registration application, Customer’s right to use that License or Registration application is limited to opening the application, completing the application, saving the application, printing the application, and making a reasonable number of copies of the application as required for filing the applicable License or Registration application and Customer’s internal records in connection with such License or Registration transaction. If Customer is unable to edit, print, and save a License or Registration application for a Service purchased and Avalara is unable to fix the issue, Avalara will edit the License or Registration application for Customer and email Customer a copy of the edited application.
d. Avalara Intellectual Property. Avalara and Avalara’s licensors retain and own all right, title, and interest in the Services, the Service Material, the Documentation, Avalara’s Confidential Information, and all enhancements or improvements to, or derivative works of, the foregoing, including any Intellectual Property rights therein. Nothing in the Agreement transfers or conveys to Customer any ownership interest in Avalara’s Intellectual Property. Certain business names, logos, product and service names, designs, and slogans on Avalara’s website(s) or in the Service Material are trademarks of Avalara or its Affiliates and the other business names, logos, product and services names, designs, and slogans on Avalara’s website(s) and in the Service Material are trademarks of their respective owners. Customer shall not any use such marks without the prior written permission of Avalara or the respective owner.
e. Avalara Rights. Avalara reserves the right, in its sole discretion, to (i) revise the Service Material; (ii) impose rules for and limits on use of, or access to, the Services; (iii) restrict Customer’s access to part, or all, of the Services without notice; or (iv) change, suspend, or discontinue any aspect of the Services. Avalara will not be liable to Customer or to any third party for taking any of these actions. Avalara reserves the right to suspend or terminate Customer’s access to the Services at any time for any reason, including as a result of a violation of these Terms, without notice.
7. Confidential Information
a. Confidential Information. “Confidential Information” means all information designated by a Party or a Party’s Affiliate as confidential, or given the circumstances, would reasonably be understood by the Party receiving the confidential information, (the “Recipient”) to be confidential, regardless of the form of disclosure. Confidential Information includes, with respect to Avalara, the Service Material, Avalara Intellectual Property, and the Documentation, and with respect to Customer, all Customer Data and Customer’s Personal Information, and with respect to both the Parties, all non-public information relating to business plans, customers and customer lists, data, designs (whether actual, contemplated, experimental, or planned), financial information, forecasts, know-how, methods, market analysis, pricing, products (whether actual, contemplated, experimental, or planned), prerelease offerings, research and development, security policies and processes, source and object code, and strategies of the Party disclosing the confidential information (the “Discloser”).
b. Exclusions. Confidential Information does not include information that the Recipient can establish: (i) (except with respect to Personal Information) is or becomes generally known to the public without the Recipient’s breach of any obligation owed to the Discloser; (ii) has been rightfully received by the Recipient from a third party without confidentiality restrictions; (iii) is known to the Recipient without any restriction as to use or disclosure prior to first receipt by the Recipient from the Discloser; or (iv) has been independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
c. Disclosures Required by Law. If any Applicable Laws or judicial or administrative order requires the Recipient to disclose any of the Discloser’s Confidential Information then, if legally permitted, the Recipient shall promptly notify the Discloser in writing prior to making any such disclosure, in order to facilitate the Discloser’s efforts to protect its Confidential Information. Following such notification, the Recipient shall cooperate with the Discloser, at the Discloser’s reasonable expense, in seeking and obtaining protection for the Discloser’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Discloser, the Recipient is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the Recipient may disclose only that portion of the Confidential Information that is legally required to be disclosed and the Recipient shall exercise its best efforts to preserve the confidentiality of the remaining Confidential Information.
d. Restrictions on Use and Disclosure. Subject to the permitted disclosures set forth in Section 7(c) (Disclosures Required by Law), the Recipient shall hold Confidential Information in strict confidence and shall not disclose or authorize the disclosure of Confidential Information to third parties except as otherwise permitted by an agreement in writing, signed by both parties. The Recipient may disclose Confidential Information to a Representative or service provider on the condition that the Recipient: (i) ensures that such Representative or service provider is bound by a written agreement or other legally binding obligation of confidentiality and restricted use at least as protective as these Terms and (ii) is fully responsible for such Representative’s or service provider’s disclosure and use of the Confidential Information and its compliance with the obligations of the Recipient under this Section 7(d) (Restrictions on Use and Disclosure). The Recipient shall protect Confidential Information of the Discloser from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature and shall not reverse engineer, decompile, or disassemble any such Confidential Information.
8. Data Privacy.
b. Aggregate Data. Avalara may create, generate, and use Aggregate Data for any lawful purpose. “Aggregate Data” means de-identified and anonymized sets of data derived from the data of multiple Avalara customers (including Customer Data) for the purpose of expressing that information in summary form (for example, price index numbers are aggregated, in contrast to the price of a single commodity). Aggregate Data does not include any Personal Information relating to Customer, Customer’s clients, Authorized Users, or customers, or other information that could reasonably identify a natural person or Customer.
c. Protection of Customer Data, Personal Information, and Confidential Information. Each Party is responsible for complying with Applicable Laws applicable to it, including applicable data protection legal requirements, for the purposes of these Terms. Avalara shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access to, or publication of Customer Data, Confidential Information, or Personal Information. Avalara shall implement processes and maintain procedures designed to comply with Applicable Laws and shall facilitate Customer’s compliance with its obligations for data security and response to individual data subject requests with respect to Personal Information in Avalara’s possession or control, to the extent that Customer is required to comply with the following: (i) the U.K. Data Protection Act 2018 and the United Kingdom General Data Protection Act ("UK GDPR"); (ii) the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (“GDPR”) and any applicable laws enacted by an EU member state implementing the requirements of GDPR; (iii) the Australian Privacy Act 1988 and National Privacy Principles; (iv) the Canadian Personal Information Protection and Electronic Documents Act; (v) the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. and implementing regulations (“CCPA”); (vi) any other existing or newly enacted Applicable Laws regarding privacy; and (vii) any amendments and successors to the foregoing. These Terms and the Documentation are Customer’s instructions for processing Customer Data, and Avalara shall not process Customer Data for any other purpose. Avalara may use subcontractors to facilitate its obligations under these Terms, and Avalara shall be responsible for the acts and omissions of such subcontractors relating to these Terms as though they were those of Avalara. Avalara shall use commercially reasonable measures to ensure that such subcontractors implement and comply with reasonable security measures in handling any Customer Data, Personal Information, or Customer’s Confidential Information.
b. CCPA Service Provider. If Avalara processes Customer Data on behalf of Customer for the provision of the Services, the Parties acknowledge and agree that Avalara is a “Service Provider” as defined in the CCPA, and Customer Data may include personal information, as that term is defined by the CCPA (“CCPA Personal Information”). Avalara does not sell CCPA Personal Information. When Avalara processes CCPA Personal Information for or on behalf of Customer, Avalara collects, retains, uses, and discloses such CCPA Personal Information solely for the permitted purposes described in these Terms, and for no other commercial purpose. Avalara certifies that it understands and will comply with the restrictions set forth in this Section 9 (CCPA Service Provider).
c. Data Processing Addendum. To the extent that Avalara processes any Customer Personal Data (as defined in the Avalara Data Processing Addendum, which is incorporated by this reference and is located at https://www.avalara.com/GDPR-DPA (the “DPA”)) and (i) the Customer Personal Data relates to individuals in the EEA or United Kingdom or (ii) the Customer is established in the EEA or United Kingdom, the Customer agrees that Avalara does so as a processor only and the parties agree to comply with the DPA.
9. Disclaimer of Warranties; Limitation of Liability. The Services and the Service Material are made available to Customer on an "as is" and "as available" basis, unless otherwise specified in these terms. To the fullest extent permissible by applicable law, Avalara disclaims all warranties express or implied, including the implied warranties of merchantability, noninfringement, and fitness for a particular purpose. Avalara specifically disclaims any representations or warranties that any governmental information (including, but not limited to, information regarding license requirements) is accurate, current, or applicable to Customer or Customer’s business. Avalara and its Affiliates cannot and do not accept any liability for delays, errors or omissions in the information provided by licensing authorities or other governmental or third-party information providers or their filing or recording systems. Avalara and its Affiliates expressly disclaim all liability for penalties, fees, or interest arising out of or relating to the preparation or filing, or failure or delay in filing, of any tax or license document. The remedies described in this section are Customer’s only remedies for any breach of warranty, covenant, or any other claim. Avalara's total liability arising out of the Services, whether on warranties, claim of negligence, or otherwise, shall not in any case exceed the Service fees for the Service giving rise to the claim, and Avalara shall not be liable to Customer or any third party for any incidental, consequential, or special damages.
11. Links to Third Party Sites. Certain links in the Services may take you to third-party websites. Avalara provides these links only as a convenience to Customer and the use by Avalara of such links does not imply any warranty or endorsement of the third party, its products, services, or its website.
12. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any party except Customer and Avalara.
13. Applicable Law, Jurisdiction, Venue. The laws of the State of New York will govern these Terms and Customer’s use of the Services, and Service Material without regard to any conflict of laws provisions that would result in the application of the laws of any other forum. In the event of any dispute relating to or arising out of the Services, Service Material, or these Terms, both Customer and Avalara agree to personal jurisdiction in, and exclusive venue of, the state and federal courts located in New York, New York.
14. Compliance with NACHA Operating Rules. Customer’s responsibilities described in these Terms 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 these Terms.