BUSINESS PARTNER AGREEMENT

This Business Partner Agreement is between Avalara, Inc., a Washington corporation (“Avalara”) and the counterparty who has agreed to the terms of this Business Partner Agreement (“Partner”). This Business Partner Agreement, together with the General Terms and Conditions for Avalara’s Partner Programs (located at http://partners.avalara.com/partnergeneralterms) (the “General Partner Terms” and, together with this Business Partner Agreement, the “Agreement”), governs Avalara’s offering of the Program, as described below, and Partner’s participation in the Program. To the extent that the terms and conditions in this Business Partner Agreement conflict with the General Partner Terms, the terms and conditions in this Business Partner Agreement will govern. Terms not defined in this Business Partner Agreement are defined in the General Partner Terms.

By clicking “I accept” on the enrollment page for this Business Partner Agreement, Partner agrees to the terms of the Agreement, and applies to participate in the Program. The Agreement will become effective upon Avalara’s acceptance of Partner’s application to participate (the “Effective Date”). Avalara reserves the right to reject any application, with the result that the Agreement will not become effective.

1. Marketing. Partner agrees to use commercially reasonable efforts to promptly and fully complete and adhere to Avalara’s marketing requirements as specified in Avalara’s Marketing Guidelines currently found at http://partners.avalara.com/partnermarketingguidelines, as may be updated from time to time. Partner will use commercially reasonable efforts to promptly and fully complete and adhere to the following:

1.1. Within 30 days of the Effective Date and on an annual basis thereafter, Partner agrees to establish with Avalara a detailed marketing and sales plan (“Partner Business Plan” or “PBP”) to promote Partner’s Solution and Avalara’s Services, if applicable,

1.2. Pro-actively participate in regular reviews of the business and the marketing activities agreed to as part of the Partner Business Plan.

2. Leads. Partner will submit all Leads generated through the promotion and marketing activities to Avalara through the Partner Portal and/or other means as defined by Avalara in its sole discretion. Partner and Avalara will use commercially reasonable efforts to qualify Leads as potential Avalara customers and convert Leads into Referred Clients that purchase the Services.

3. Training. Avalara will make training available to Partner, in Avalara’s sole discretion and at a time and date mutually agreed upon by the parties, regarding the use, operation, and support of the Services. Partner will use commercially reasonable efforts to ensure that Partner’s marketing and sales staff undergo any applicable training available within 30 business days of the Effective Date.

4. Links and Images.

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

4.2. Upon request, Partner shall remove any Image from Partner’s website and replace it with a new Image provided by Avalara. Avalara may add codes (“Business Partner Codes”) to the Images to identify Partner as the origin of a referred party. You agree to not modify the Business Partner Codes at any time, as doing so will not allow proper reporting of traffic sent through such Images. Partner agrees that each Link connecting users of Partner’s website to Our Site will in no way alter the look, feel or functionality of Our Site.

4.3. Partner may use the material made available to Partner by Avalara for Partner’s participation in the Program, as described herein. If Partner wish to create, publish, distribute, or permit any other material that makes reference to Avalara, Partner must first obtain Avalara’s express written consent, which may be granted or withheld in Avalara’s sole discretion.

5. Term. The term of this Agreement will begin upon the Effective Date and will end when terminated by either party (the “Term”). Either Partner or Avalara may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, Partner will immediately cease use of, and remove from Partner’s website, all links to Our Site, Avalara Marks and any marketing materials that Avalara provided to Partner. Upon termination, all licenses granted hereunder shall terminate.