AVALARA CERTIFIED IMPLEMENTATION PARTNER PROGRAM
Effective June 3, 2021
This Certified Implementation Partner Program document describes the terms and conditions of Avalara’s Certified Implementation Partner Program and is subject to the Avalara Partnership Agreement between Avalara and Partner. The terms and conditions of this Certified Implementation Partner Program govern Avalara’s offering of the Partner Program described below and Partner’s participation in the Program. Terms not defined in this Certified Implementation Partner Program are defined in the Avalara Partnership Agreement or the General Partner Terms.
1. Definitions. Capitalized terms used in this Certified Implementation Partner Program have the following meanings:
a. “Certification” means that Partner and all Partner employees who are performing Implementation Services meet the Certified Implementation Partner Program certification standards established by Avalara from time to time, including requirements for training and implementation with respect to Avalara Services and related services and maintaining continued knowledge in the applicable technical areas and product specifications.
b. “Certified Implementation Partner” means a Partner who has completed the requirements, as set forth in this Certified Implementation Partner Program, to participate in the Program.
c. “CIP Badge” means a Certified Implementation Partner Program badge that Avalara licenses to Partner for use in accordance with this Program. CIP Badges are Avalara’s Intellectual Property.
d. “End User” means a customer who purchases an Avalara Service and for whom Partner is performing Implementation Services.
e. “Engagement Agreement” means an agreement between Avalara and Partner in which Partner, as a subcontractor to Avalara, agrees to perform Implementation Services for an End User.
2. Implementation Services; Statements of Work. Partner will perform professional implementation services for implementation, integration, testing, and set up of the Avalara Services for End Users (the “Implementation Services”). The Implementation Services will be performed (i) by Partner directly for the End User pursuant to a professional services agreement and statement of work entered into between Partner and the End User (a “Partner SOW”), or (ii) as agreed by Partner and Avalara in an Engagement Agreement, by Partner as a subcontractor to Avalara, pursuant to a professional services agreement and statement of work entered into between Avalara and the End User (each, an “Avalara SOW”), with Partner providing the Implementation Services on Avalara’s behalf.
a. Partner SOW. The terms of the engagement will be negotiated between Partner and the End User. Partner will be solely responsible for billing the End User for the Implementation Services. Only Partner, and not Avalara, will have the right to receive all payments made by End User, and Avalara will not have any obligations (including any payment obligations to Partner) with respect to the Implementation Services.
b. Avalara SOW. The terms of the Avalara SOW will be negotiated solely between Avalara and the End User, including, without limitation, the fees owed for Implementation Services. Partner will perform the Implementation Services specified in the Engagement Agreement and the Avalara SOW, and the End User will be deemed to be solely a customer/client of Avalara for all purposes.
i. Fees and Payment. Avalara will be solely responsible for billing the End User for the Implementation Services, and only Avalara, and not Partner, will have the right to receive all payments made by the End User. If Partner performs Implementation Services pursuant to an Avalara SOW, Partner will receive a fixed percentage of the fees paid to Avalara by the End User (“SOW Payment(s)”) for performing the Implementation Services. The applicable percentage will be set forth in the Engagement Agreement. Avalara will pay SOW Payments on a monthly basis. SOW Payments will be remitted to Partner within 30 days following the last day of the month in which the SOW Payment was received.
a) Offsets and Refunds. Subject to Section 2(b)(i)(c) (Claims) below, Avalara may deduct or offset amounts owed by Partner to Avalara from any SOW Payments. For example, if Avalara pays SOW Payments for an order of Implementation Services but Avalara never receives payment from the End User, or if any amount is paid to Partner in error, Avalara may deduct such paid amounts from subsequent SOW Payments. In the event that a refund is issued to an End User, and a SOW Payment was previously paid to Partner based on the amount that was subsequently refunded, Avalara may offset the amount of the SOW Payment paid on the refunded amount from a future SOW Payment. If the amount owed by Partner under this section exceeds the SOW Payments owed to Partner, Partner will pay Avalara such excess amount owed within 30 calendar days of the date of Avalara’s invoice.
b) Taxes. Each party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. If withholding of any tax is required under applicable law in respect of any payment by Avalara to Partner hereunder, Avalara will: (A) withhold the appropriate amount from such payment, and (B) remit such amount to the relevant authorities in accordance with applicable laws.
c) Claims. Any claim for any unpaid, underpaid, or overpaid SOW Payments made by either party must be submitted to the other party in writing within three months after the end of the calendar year in which the event giving rise to the claim occurred. Following the expiration of that three-month period, each party agrees to waive any and all rights to assert a claim for such unpaid, underpaid, or overpaid SOW Payments.
ii. Warranty. If an End User submits a warranty claim related to Implementation Services within the warranty period applicable to such End User, Partner will use commercially reasonable efforts to reperform the Implementation Services in a manner that conforms to the warranty. If Partner is unable to remedy the defect, Partner will not be reimbursed by Avalara for Implementation Services.
3. Certification. Partner will acquire and maintain Certification. Partner must satisfy the following requirements to achieve and maintain Certification:
a. Training. Partner’s employees will complete the following training (collectively, CIP Training and Ongoing Training are “Training”):
i. Certified Implementation Partner (CIP) Training. Partner’s employees must complete CIP training, as established by Avalara from time to time. Such employees must pass an exam administered by Avalara at the completion of CIP training (collectively, the initial partner implementation training and passage of the exam is the “CIP Training”). Partner is not eligible to be considered as a Certified Implementation Partner until at least two employees have completed CIP Training. At least two employees must complete CIP Training within six months of the Effective Date.
ii. Ongoing Training. Partner’s employees who complete CIP Training shall also complete annual continuing education classes, as determined by Avalara from time to time, and successfully pass corresponding exams, if applicable (“Ongoing Training”).
iii. Employee Requirements. At least two employees who have completed CIP Training (or who are making a good faith effort to promptly complete CIP Training as determined by Avalara in its sole discretion) must be employed by Partner at all times during the Term of this Agreement. Partner shall promptly notify Avalara if any Partner employees who have completed CIP Training are no longer employed by Partner. Each employee must complete two implementations every twelve months beginning upon such employee’s CIP Training completion.
b. Fees. Partner shall pay all Certified Implementation Partner Program fees as set forth in Exhibit A. Partner will pay invoices net-30 days from receipt.
c. Acceptance. Avalara shall provide written notice to Partner upon Partner’s completion of all Certification requirements and acceptance into the Certified Implementation Partner Program.
4. Partner Services Program Benefits; License. Following Certification, Partner will be listed on Avalara’s Certified Implementation Partner page. Furthermore, Avalara grants to Partner, during the Term, a worldwide, royalty-free, non-exclusive, non- sublicensable, non-transferable, revocable license to use the CIP Badges for which Partner is eligible, solely for promotion of Partner’s participation in the Certified Implementation Partner Program and subject to the terms of this Certified Implementation Partner Program. Partner shall use the CIP Badges in compliance with all guidelines Avalara provides.
5. Suspension. If Partner fails to fulfill its obligations under this Certified Implementation Partner Program, Avalara may suspend Partner’s participation in the Certified Implementation Partner Program. Avalara shall deliver to Partner a written notice identifying Partner’s deficiencies, and Partner shall have 30 days in which to cure (if capable of cure) such deficiencies. For example, Avalara may suspend Partner’s participation in the Certified Implementation Partner Program if: (i) Partner fails to complete Training or maintain the requisite number of Certified employees; (ii) Partner’s employees fail to complete the required implementations (as set forth in Section 3(a)(iii) (Employee Requirements)); (iii) Partner fails to pay required fees; (iv) Partner misuses the CIP Badges; or (v) Avalara has reasonable concerns about Partner’s Implementation Services. If Avalara suspends Partner’s participation in the Certified Implementation Partner Program, Avalara may: (i) direct Partner to immediately cease use of Avalara’s Intellectual Property; (ii) remove Partner from Avalara’s Certified Implementation Partner page; (iii) prohibit Partner from performing Implementation Services; and (iv) inform End Users of Partner’s suspension. If Partner does not cure the deficiencies within the 30-day period, Avalara reserves the right to immediately terminate this Certified Implementation Partner Program, subject to Section 9(d) (Effects of Termination) of this Certified Implementation Partner Program and Section 5(c) (Effects of Termination) of the General Partner Terms.
6. No Exclusivity. Partner acknowledges and agrees that Avalara will engage with other Certified Implementation Partners and will provide CIP Badges and other Certified Implementation Partner Program benefits to such Partners. Avalara has no obligation to use Partner for Implementation Services, and customers who purchase Services from Avalara are not required to engage Partner and may use implementation services provided by Avalara or other Certified Implementation Partners.
7. Service Representations. Partner shall limit its representations regarding Avalara’s Services to those contained in this Certified Implementation Partner Program or to those expressly set forth in Avalara’s Documentation. Partner shall not make any other representations, and Partner shall make no warranties, with respect to Avalara’s Services. Accordingly, Partner will defend, indemnify, and hold Avalara harmless from and against any damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or in connection with any third-party claim, action, proceeding or investigation (“Claim”) made by End Users based on representations and warranties made by Partner that exceed the scope set forth in this Certified Implementation Partner Program or the Documentation.
8. Suggestions. If Partner provides Avalara with any suggested improvements to the Certified Implementation Partner Program or Avalara’s products or services, then Partner grants Avalara a non-exclusive, worldwide, irrevocable, perpetual, fully paid up, and royalty-free license to, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of, such suggested improvements.
9. Term and Termination.
a. Term. The initial term of this Agreement begins on the Effective Date and will continue for a period of 12 months (the “Initial Term”), unless earlier terminated in accordance with this Section 9. Upon expiration of the Initial Term, this Agreement will automatically renew for successive 12-month periods (each, a “Renewal Term”), unless earlier terminated in accordance with this Section 9. The Initial Term and each Renewal Term are collectively referred to in this Program as the “Term.”
b. Termination for Convenience. Either party may terminate this Agreement for any reason by providing the other party with 30 days’ prior written notice of termination.
c. Termination for Breach. Either party may immediately terminate this Agreement by written notice to the other: (a) if the other party materially breaches any of its obligations under this Agreement, and, if the breach is capable of cure, fails to cure the breach within 30 days of receipt of notice of breach; or (b) upon the party ceasing to operate in the ordinary course, making an assignment for benefit of creditors or similar disposition of its assets, or becoming the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.
d. Effects of Termination. Upon termination of this Agreement, in order to minimize impact to End Users, Partner and Avalara will work together in good faith until the Implementation Services are complete or transitioned to Avalara or another Avalara partner. For clarity, the provisions of Section 5(c) (Effects of Termination) of the General Partner Terms also apply upon termination of this Agreement.
10. Indemnification. In addition to the indemnification obligations set forth in the Agreement, Partner will defend and indemnify Avalara, its Affiliates, and their respective employees, officers, directors, agents, and shareholders from and against any Losses arising out of or in connection with any Claim based on or arising out of Partner's Implementation Services.
11. Modification. Avalara may modify this Certified Implementation Partner Program. If Avalara modifies this Program, it will provide written notice to Partner of those modifications at least 30 days prior to the effective date of the modifications. If Partner does not wish to accept such modifications, then Partner may terminate its participation in the Certified Implementation Partner Program and this Agreement, subject to Section 9(d) (Effects of Termination), by written notice to Avalara. If Partner does not terminate its participation in the Program as specified in this Section 11 (Modification), then Partner will be bound by the modified terms beginning upon the effective date set forth in the modification notice.
Exhibit A: Fees
|Item||Amount (per employee)|
|One-Time Employee Enrollment Fee||$500|