EXTRACTOR SUPPLEMENTAL TERMS
Effective as of December 1, 2020
These Extractor Supplemental Terms (“Extractor Terms”) govern Customer’s use of Extractors identified below. These Extractor Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Extractor Terms and not defined shall have the meaning given in the Terms.
1. At Customer’s request, Avalara performs tax compliance Services for Customer and utilizes Extractors to automate the import of transaction data required to perform such Services.
2. In order to offer the Extractors, certain e-commerce marketplaces identified in these Extractor Terms (“Marketplaces”) require Avalara to accept developer terms (“Developer Terms”) that contain provisions that conflict with the Terms. For example, a Marketplace (i) may claim it owns the transaction data imported at Customer’s behest via the Extractor (e.g. transaction data such as price, ship to/ship from, and date of sale) (“Transaction Data”), while Avalara’s Terms expressly state that such data is owned by Customer, and (ii) can request deletion of Transaction Data while Avalara’s Terms provide that only Customer can make such a request. As a result, Avalara requires Customer to accept these additional Extractor Terms to the extent applicable to Customer’s use of Extractors identified herein.
1. Amazon Marketplace. If Customer uses an Extractor to export Transaction Data from Amazon to Avalara’s Service, the provisions set forth in this Section 1 (Amazon Marketplace) apply to such use.
a. Ownership and Deletion of Customer Data. Customer acknowledges and agrees that the Developer Terms may provide that Amazon (i) owns the Transaction Data, (ii) can mandate deletion of Transaction Data, and (iii) can control use, access to, disclosure, and retention of Transaction Data. If Avalara receives a request from Amazon to delete Transaction Data, Avalara may, in its sole discretion, promptly contact Customer and direct them to Amazon. Notwithstanding the foregoing, if Avalara permanently destroys or overwrites Transaction Data, Customer releases Avalara from any claims or liability relating to that Transaction Data, including, without limitation, any accuracy guarantee, warranty, or indemnification.
b. Access to Amazon Extractor and Transaction Data. Customer acknowledges and agrees that (i) Amazon can unilaterally suspend or deprecate the Extractor without notice and without cause, and Customer’s use of the Extractor may be immediately suspended or terminated as a result, and (ii) Customer’s access to Transaction Data may be limited due to (x) such termination or suspension or (y) data storage requirements imposed by Amazon. In each case, Avalara may be unable to provide Services to Customer and Avalara has no liability to Customer as a result. If Avalara cannot obtain data through the Extractor, it is Customer’s responsibility to deliver to Avalara the data required to provide the Services in the format specified by Avalara (for example, via csv file).
c. Limited Customer Data; Guarantees. To perform the Services, Avalara may elect, in its sole discretion, to not import street addresses via the Extractor and import zip codes only or to anonymize street addresses at any time after importation. Customer acknowledges and agrees that this reduces the accuracy of the Services, and if Avalara makes either or both of these elections, any warranties and guarantees set forth in the Terms do not apply to Customer’s use of the Services.
d. Indemnification. Customer shall indemnify and defend Avalara and its Affiliates and their respective directors, officers, and employees against Losses incurred as a result of any claim or action brought against Avalara by Amazon or any other third party arising out of Customer’s use of the Extractor or any unauthorized access, use, failure to delete, or disclosure of any Transaction Data.
a. Modification. Notwithstanding anything to the contrary in the Terms, Avalara may modify these Extractor Terms without providing a Modification Notice to Customer if modifications are required to address modifications to Developer Terms made by Marketplaces.