Please note that these updated Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after January 1, 2023.

Compliance Document Management Supplemental Terms

Last updated January 1, 2023.

These Compliance Document Management Supplemental Terms (“CDM Terms, formerly known as the CertCapture Supplemental Terms) govern Customer’s use of certain of Avalara’s Compliance Document Management Services, including ECM, ECMS (formerly a TTR offering), and CertCapture. These CDM Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/legal/terms (the “Terms”). Any capitalized term used in these CDM Terms and not defined shall have the meaning given in the Terms.

1. Definitions.

Certificate” means any compliance document image, such as a tax exemption certificate, excise license, or federal withholding form, that is entered, uploaded, or otherwise recorded in a Compliance Document Management Service for use in a single jurisdiction. If a single compliance document image is used for multiple jurisdictions, each of the jurisdictions where it is used will count as one Certificate.

ECMS Assisted Support” means the Service for support of ECMS (formerly a TTR offering). 

CertCapture” means the Service for the storage and management of tax exemption certificates.

Compliance Document Management Service” means a Service for the storage and management of compliance documents, including CertCapture, ECM, ECMS, ExciseCapture, and VendorCapture.

Customer Exemption Management” means the feature of ECM Essentials and the optional feature of ECM Pro, ECM Premium, and ECMS for the storage and management of customer tax exemption Certificates.

ECM” means ECM Essentials, ECM Pro, and ECM Premium.

ECM Essentials,” “ECM Pro,” and “ECM Premium” mean the Exemption Certificate Management Essentials, Exemption Certificate Management Pro, and Exemption Certificate Management Premium (formerly Exemption Certificate Management Enterprise) Services, respectively, for the storage and management of tax exemption certificates.

ECMS” means the Exemption Certificate Management System Service (formerly a TTR offering).

ECMS Managed Services means, as applicable, the one-time (ECMS MS Enterprise – Certificate Validations) or recurring (ECMS Recurring MS Enterprise) Compliance Document Management Service for certification collection, validation, and data entry (formerly TTR offerings).

ExciseCapture” means the Service for the storage and management of excise licenses and IDs.

VendorCapture” means the Service for the storage and management of federal withholding forms.

Vendor Exemption Management” means the feature of CertCapture and the optional feature of ECM Pro, ECM Premium, and ECMS for the storage and management of vendor tax exemption Certificates.

2. Certificate Calculations. Compliance Document Management Services have usage tiers based on the intended number of Certificates recorded by Customer. The number of Certificates counted for purposes of calculating usage of the Compliance Document Management Services will be the maximum number of Certificates stored at any point in time during each Subscription Term.  Except with respect to CertCapture, if Customer’s Service includes both Customer Exemption Management and Vendor Exemption Management, Certificate counts for each feature will be separate.

3. Automatic Upgrades and Overages. Customer may not exceed the highest usage tier available on ECM Essentials.  For all usage tiers of all Compliance Document Management Services except the highest tier ECM Essentials, Customer may choose one of two options if that Customer exceeds the usage tier for Certificates set forth in its Order Document: either payment of a per-Certificate overage charge or automatic upgrade to the next subscription tier. At any time prior to exceeding the number of Certificates in Customer’s purchased subscription tier, Customer may change the selected option, but the default choice will be the overage option unless the automatic upgrade option has been specified by Customer. Overage fees for the Initial Subscription Term will be charged at the rate specified in the Order Document, and in any Renewal Subscription Term, Avalara’s then-current overage rates will apply.

4. Other Services. Customer may purchase the following add-on Services.

a. CertCapture Single Sign-On. “CertCapture Single Sign-On” permits Customer’s Authorized Users to access certain Compliance Document Management Services using a web-based single sign-on service, eliminating the need for application-specific passwords. CertCapture Single Sign-On integration with the Service uses the SAML 2.0 standard. SAML 2.0 is not compatible with previous versions of the SAML protocol, and SAML 1.0 and 1.1 are not supported.

b. Customer Data File Exchange. “Customer Data File Exchange” enables secure file upload and import between a client application and certain Compliance Document Management Services through a secure FTP site. Avalara charges a separate fee for each application that integrates into Customer Data File Exchange.

c. Exemption Data File Exchange. “Exemption Data File Exchange” enables secure file extraction and download between a client application and certain Compliance Document Management Services through a secure FTP site. Avalara charges a separate fee for each application that integrates into Exemption Data File Exchange.

d. CertCapture for Retail. “CertCapture for Retail” allows Customers to enable their store associates and sales representatives to look up customer tax exemption status and allow their customers to digitally complete new certificates or upload already completed forms. Certificates can be automatically validated on completion and stored in CertCapture or submitted into CertCapture’s data entry area for validation. CertCapture for Retail also provides access to the CertCapture mobile scan app for digitizing paper exemption certificates and submitting to CertCapture for validation and storage.

e. CertCapture Dedicated Server. With this module, Avalara provides a dedicated database server for CertCapture Customer Data.

f. CertCapture for eCommerce. “CertCapture for eCommerce” integrates with an existing digital storefront or order management software to create new exemption certificates with online validation. Certificates can be automatically validated on completion and stored in CertCapture or submitted into CertCapture’s data entry area for validation.

g. CertCapture / ECM Validation

i. Upload. Avalara will receive legacy certificates, convert hard copies to PDF files, and upload the PDF files into Customer’s Account. Images will not be visible in Customer’s Account until validated.

ii. Identification Number. Customer has the option of including the corresponding customer identification number on the certificate image or in the certificate file name to support the mapping process.

iii. Review.  Avalara will review the Certificates and assess contents for inclusion of Customer’s customer name, Customer name, exemption reason, tax identification number (Avalara verifies that a tax identification number has been included on the Certificate but does not verify the format or accuracy of this number), signature, and signature date.

iv. Reports. Avalara will make standard reports available so that Customer can review the validations that have been performed and their results.

v. Multijurisdictional Certificates. Multijurisdictional Certificates will be separated by jurisdiction into unique Certificates and assigned individual Certificate identification numbers to ensure proper treatment for each jurisdiction (e.g., jurisdictions may have different expiration rules, reporting rules, and so forth). Avalara will validate multijurisdictional Certificates for each jurisdiction. Each jurisdiction counts as a unique validation. Customer can opt to limit validation of multijurisdictional Certificates to those jurisdictions contained in its nexus table or Customer data.

vi. Disclaimer. Customer understands and agrees that Certificate Validation Services do not guarantee the validity of Certificates.

h. CertCapture / ECM Campaigns. Avalara will conduct one of the campaigns described below to request updated Certificates from Customer’s customers using Avalara forms.

i. CertCapture / ECM Mail. Avalara will conduct a campaign to Customer’s customers to request updated Certificates by preparing and sending the number of letters set forth in the Order Document. The letters will be sent by U.S. Mail. This Service includes printing envelopes and contents, stuffing envelopes, and applying postage. Avalara may provide subsequent rounds of letters to those who do not return Certificates up to the total number of letters set forth in the Order Document.

ii. CertCapture / ECM Email. Avalara will prepare and send up to the number of emails set forth in the Order Document. Avalara may send subsequent rounds of emails to those who do not return Certificates up to the total number of emails set forth in the Order Document.

iii. Disclaimer. Customer understands and agrees that CertCapture / ECM Campaigns do not guarantee a response rate to the campaign nor that the Certificates generated by the campaign will be valid.

i. CertCapture / ECM Tax ID Verification. Avalara will verify state tax identification numbers for those states that make this information available on their websites up to the number set forth in the Order Document.

j. CertCapture / ECM Recurring Managed Services. For CertCapture and ECM, Customer may purchase Managed Services for up to 15% of the number of Certificates in their purchased subscription tier. “Managed Services” means Avalara’s certificate validation service and customer contact campaign service each as more fully described in Sections 4(g) and 4(h) above.

5. Avalara Compliance Document Network. For the purpose of facilitating easier and more accurate sharing of compliance documents between sellers, buyers, and other participants in Avalara’s compliance document management system (“Network Participants”), Avalara may create a directory listing for Customer that includes Customer’s identifying information (for example, name, address, and business category) to be shared with other Network Participants. If Customer wishes to opt out of participating in the Avalara compliance document network, Customer may do so by emailing legal@avalara.com.

6. Trial Use. Avalara may elect to provide Customer with access to certain Compliance Document Management Services for a limited time without charge.  Customer acknowledges Avalara may remove Customer's access to such Services at any time without notice. 

7. ECMS Uptime Statistics.  With respect to ECMS, ECMS Managed Services, and ECMS Assisted Support (each formerly a TTR offering): Avalara may elect not to provide uptime statistics.

8. ECMS Managed Services.  If Customer purchases ECMS Managed Services (formerly a TTR offering): 

a. Certificate Validation. Avalara will perform the quantity of validations of Certificates listed on the Order Document.  If a Certificate is rejected, a subsequent reexamination counts as an additional validation.                                                                       

i. Avalara will receive legacy certificates and upload the files into Customer’s Account. Images will not be visible in Customer’s Account until validated.

ii. Customer has the option of including the corresponding customer identification number on the certificate image or in the certificate file name to support the mapping process. 

iii. Avalara will review the Certificates and assess contents for inclusion of Customer’s customer name, Customer name, exemption reason, tax identification number (Avalara verifies that a tax identification number has been included on the Certificate but does not verify the format or accuracy of this number), signature, and signature date.

iv. Avalara will make standard reports available so that Customer can review the validations that have been performed and their results.

v. Disclaimer. Customer understands and agrees that Certificate Validation Services do not guarantee the validity of Certificates.

b. Campaigns

i. Avalara will prepare and send emails to request updated Certificates to up to the number of Customer’s customers 2.5 times the number of validations purchased. Avalara may send subsequent rounds of emails to those who do not return Certificates up to the total number of emails set forth in the Order Document. If Avalara follows up via postal mail, Avalara may charge Customer for necessary Expenses, which need not be preapproved by Customer.

ii. Disclaimer. Customer understands and agrees that campaigns do not guarantee a response rate to the campaign nor that the Certificates generated by the campaign will be valid.

c. Tax ID Verification. Avalara will verify state tax identification numbers for those states that make this information available on their websites up to the number set forth in the Order Document.

9. ECMS Assisted Support.  

a. Support. Customer shall have access to an Avalara ECMS expert during Avalara’s regular business hours for up to ten thirty-minute calls per Subscription Term.  As requested by Customer, the ECMS expert may provide website training, consult on industry best practices, consult on software configuration options, and provide certain other assistance as needed.  Customer acknowledges Avalara will not provide tax advice as part of this support package.

b. ECMS Training. Avalara will provide up to two sessions of user training per Subscription Term on the use and maintenance of ECMS at a mutually agreed time.

10. Transition to ECM.  Customer acknowledges and accepts that Avalara may deprecate ECMS during the Subscription Term. In such case, Customer will be migrated to the appropriate ECM Service that contains substantially equivalent core functionality for the remainder of the Subscription Term. Customer agrees that migration may require Customer to make resources available to enable the migration, including to revise Customer-specific functionality that was previously custom developed for or by Customer. Avalara shall not be responsible for Services unused due to Customer not making such resources available.