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, 2020.
Avalara CloudConnect Terms and Conditions
Last updated January 1, 2020
These Avalara CloudConnect Terms and Conditions (“CC Terms”) govern Customer’s access to and use of Avalara’s CloudConnect hardware and services. These CC Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions available at www.avalara.com/terms (the “Terms”). Any capitalized terms used in these CC Terms and not defined shall have the meaning given in the Terms.
- The Appliance. Avalara will deliver or cause to be delivered the hardware appliance described in the applicable Sales Order (the “Appliance”). As between Avalara and Customer, title to the Appliance will be retained by Avalara. The Appliance, the software contained on the Appliance, and the software connections between the Appliance and Avalara’s systems are Avalara Technology.
- Use; Limited License. During the Term, Avalara grants Customer a limited, revocable, non-transferrable, non-sublicensable right and license to use (a) the Appliance as provided in Section 4 of these CC Terms, (b) the software contained in the Appliance and the set of APIs that connect to Avalara AvaTax (collectively, the “Software”) through the Appliance, solely in object code form, for Customer’s internal use; and (c) the Documentation for the purpose of supporting Customer’s use of the Software or Appliance. Customer shall not (i) copy, reproduce, modify, prepare derivative works of, or transfer the Software, in whole or in part; (ii) reverse engineer, disassemble, decompile, or translate the Software or otherwise attempt to derive the source code of the Software or other code or information on the Appliance; or (iii) alter or remove the Appliance’s identification marks. As between Avalara and Customer, Avalara retains ownership of all right, title, and interest in and to the Appliance, Documentation and Software and reserves all rights not expressly granted to Customer.
- Delivery. Avalara or its suppliers will bear the risk of loss to the Appliance while in transit to the location that Customer has designated in the applicable Sales Order (each, the “Designated Location”). Customer will bear the risk of loss to the Appliance after the Appliance arrives at the Designated Location.
- Installation. Avalara will provide Documentation with the Appliance. Customer will be responsible for installing and using the Appliance at the Designated Location in accordance with the Documentation. Customer shall ensure the Appliance is enabled at all times. Customer may deploy and use the Appliance only at the Designated Location. Customer may not relocate, remove, or transfer the Appliance to any other Customer location absent Avalara’s prior written authorization.
- Beta Testing, Evaluation, and Demonstration. If Avalara provided Customer with an Appliance for trial, testing, or evaluation purposes (“Beta Appliance”) or Software for demonstration or beta testing purposes, Customer is permitted to use the Beta Appliance and the Software for beta testing, trial, evaluation, or demonstration (i.e., non-production) purposes for a 30-day period from the date of receipt, or until Customer accepts and agrees to these Terms, whichever is later. After Customer’s acceptance and agreement to these Terms, Avalara will provide Customer with production Appliances as set forth in the Order Document. Customer will not disclose the results of any beta testing or evaluation to third parties without Avalara’s prior written consent. Customer will return all beta/trial appliances immediately upon receipt of production Appliances. APPLIANCES AND SOFTWARE PROVIDED FOR BETA TESTING, TRIAL, EVALUATION, OR DEMONSTRATION PURPOSES ARE PROVIDED “AS IS,” FREE OF CHARGE, AND WITHOUT WARRANTY OF ANY KIND.
- Return of Appliance. Upon termination or expiration of the Agreement for CloudConnect, Customer will return all Appliances to Avalara or its designees within 30 days of the termination date, in the manner specified by Avalara. Subscription charges will continue through the month in which the Appliance is received at Avalara’s or its designee’s location. Customer or its suppliers will bear the risk of loss to the Appliance while in transit to Avalara’s or its designee’s location.
- Exclusions. In addition to the warranty exclusions in the Terms, Avalara’s warranties do not apply to problems that arise from: (i) accident or neglect by Customer or any third party; (ii) installation, operation, or use not in accordance with the Agreement, Avalara’s instructions, or the applicable Documentation; (iii) use in an environment, in a manner, or for a purpose for which the Software or Appliance was not designed; (iv) modification, alteration, or repair by anyone other than Avalara or its authorized representatives; or (v) Customer’s failure to ensure the Appliance is enabled. Avalara has no obligation whatsoever for any Software or Appliance that is installed or used beyond the licensed use or that has had its original identification marks altered or removed. In the event of termination of these CC Terms, this Section 7 will survive.