Compliance Document Management Supplemental Terms

Last updated September 13, 2021.

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 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.

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, ExciseCapture, and VendorCapture.

Customer Exemption Management” means the feature of ECM Essentials, ECM Standard, and ECM Enterprise for the storage and management of customer tax exemption Certificates.

ECM” means ECM Essentials, ECM Standard, and ECM Enterprise.

ECM Essentials,” “ECM Standard,” and “ECM Enterprise” each mean the applicable Exemption Certificate Management Service for the storage and management of tax exemption certificates.

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, ECM Standard, and ECM Enterprise for the storage and management of vendor tax exemption Certificates.

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.

2. Certificate Calculations. Compliance Document Management Services have tiered pricing based on the number of Certificates recorded or altered 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.

3. Service Availability. The Compliance Document Management Services have limited planned downtime. Any planned downtime will be scheduled with at least 7 days’ notice and scheduled at a time that is intended to minimize impact to Customers.

4. Automatic Upgrades and Overages. If Customer exceeds the highest usage tier available on ECM Essentials, Customer will be automatically upgraded to the next higher tier on ECM Standard (per-Certificate overage charges in such case are not available). Customer will be invoiced the difference plus any applicable upgrade fees.  In all other instances, 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.

5. 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. Recurring Managed Services. Customer may purchase a subscription for Recurring Managed Services for up to 15% of the number of Certificates in their purchased subscription tier. “Recurring Managed Services” means Avalara’s certificate validation service and customer contact campaign service offered in connection with certain Compliance Document Management Services. The specific obligations and requirements for the Recurring Managed Services are set forth in Sections 17 (Avalara CertCapture Validation) and 18 (CertCapture Campaigns) of the Avalara Statement of Work for Professional Services located at https://www.avalara.com/legal/professional-services-esow. Notwithstanding anything therein to the contrary, Recurring Managed Services are subject to the Terms.

6. 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.