Avalara Statement of Work for Professional Services

This Statement of Work (“SOW”) describes the Professional Services provided to Customer by Avalara. This SOW is in addition to and incorporates by reference the Avalara Professional Terms and Conditions located atwww.avalara.com/ps-terms(“Terms”). Any capitalized terms used in this SOW and not defined have the meanings given in the Terms.

I. The Services.

  1. Nexus Services. Avalara offers nexus analysis services on a one-time, quarterly, and annual basis (“Standard Nexus Study,” “Quarterly Nexus Monitoring Service,” and “Annual Nexus Monitoring Service” respectively, and collectively the “Nexus Services”).

  2. a. The Services. For Customers who have purchased a Nexus Monitoring Service, Avalara will work with Customer or Customer’s designated representatives to gather information to conduct a review and analysis of Customer’s nexus status for the number of states set forth in the sales order. Avalara will provide access to Avalara’s online survey requesting specific information about Customer’s activities, business operations, relationships with third parties and other business activities within each of Customer’s selected states over the past twelve months. Avalara may also request that Customer provides additional material about Customer’s products and services to supplement this information.

    b. Timing. Avalara will provide Customer with a designated point of contact, an overview of the nexus review process, and login credentials to Avalara’s online survey. Avalara generally delivers the completed nexus study within four weeks after receiving Customer’s completed survey and any additional required information. For Customers who have purchased the Quarterly Nexus Monitoring Service, Avalara will provide this service each quarter and review Customer’s business activities during the prior calendar quarter. For Customers who have purchased the Annual Nexus Monitory Service, Avalara will provide this service annually.

    c. Deliverables. Based on the information and supplemental materials provided by Customer, Avalara shall prepare reporting of the findings and analysis for each of Customer’s selected states. If Avalara’s analysis indicates Customer has or may have created sufficient nexus for sales and use tax purposes, Avalara will recommend options for compliance.

  3. Tax Registration Monitoring Services. Avalara offers annual subscriptions to the following tax registration monitoring services on a monthly or quarterly basis (“Tax Registration Monthly Monitoring” and “Tax Registration Quarterly Monitoring” respectively, and collectively the “Tax Registration Monitoring Services). The Tax Registration Monitoring Services automatically renew for additional one-year periods unless either party provides notice of non-renewal on or before the expiration date of the then-current subscription term. Fees are subject to annual increases. Avalara shall notify Customer of any increase at least 30 days prior to annual renewal.

  4. a. Avalara will review Customer’s tax liability worksheet in AvaTax and identify taxing jurisdictions in which tax was collected but Customer is not filing returns. Avalara will provide a consolidated analysis to Customer along with a list taxing jurisdictions and recommendations for registering based solely on Customer’s use of Avalara Services.

    b. Tax Registration Monthly Monitoring will begin on the next monitoring cycle after Customer’s Returns service is live, unless otherwise mutually agreed to by both Parties.

    c. Registration for jurisdictions is not included in the fee for Tax Registration Monitoring Services.

  5. Name or Address Change Services. For Customers who have purchased “Name or Address Change Services,” Avalara shall assist Customer in notifying sales and use tax jurisdictions of the name or address change up to the number of jurisdictions set forth in the Order Document.

  6. a. Avalara Obligations. Avalara shall prepare a name or address change package for submission to each taxing jurisdiction. Depending on the jurisdiction requirements, this package may include a written request to update account information, forms specific to account update requests with Customer’s digital signature affixed to each, and supporting documentation for the change.

    b. Customer Obligations.

    i. Customer shall complete Avalara’s questionnaire requesting pertinent information related to the account update process including the new information, applicable supporting documentation, and a digital signature.

    ii. Customer shall update their AvaTax account with the new information including the organization section and filing calendars, if applicable.

    iii. Customer shall respond to additional requests from the jurisdictions after the packages have been submitted.

    iv. Customer shall notify all other relevant state and local authorities of the change.

  7. Tax De-Registration. For Customers who have purchased “Tax De-Registration” services, Avalara shall provide the following tax de-registration services for the number of sales and use tax jurisdictions set forth in the Order Document.

  8. a. Avalara Obligations.

    i.  Avalara will prepare a de-registration package for submission to each taxing jurisdiction. Depending on the jurisdiction requirements, this package may include a written request to de-register sales and use tax account, forms specific to account closure with Customer’s digital signature affixed to each; and supporting documentation for reason of closure.

    ii. Avalara will send the package to Customer for review and approval. Upon Customer approval, Avalara will submit the package directly to each taxing jurisdiction, including any forms and supporting documentation, via online submission or certified mail.

    b. Customer Obligations.

    i. Customer shall complete Avalara’s questionnaire requesting pertinent information related to the de-registration process, including business/nexus close date, reason for closure, applicable supporting documentation, and a digital signature.

    ii. Customer shall file all final returns or notify Avalara to file final returns on Customer’s behalf and cancel Returns service, if applicable. Customer shall disable tax collection within AvaTax and end-date filing calendars, if applicable. If expressly requested, Avalara can assist with making these adjustments on Customer’s behalf before the effective date of closure.

    iii. Customer shall respond to additional requests from the jurisdictions after the de-registration packages have been submitted. Customer shall resolve any open liabilities or credits on Customer’s account with each taxing jurisdiction. Customer shall work with jurisdictions that require a close-out audit of Customer’s account before authorizing the de-registration.

    iv. Customer shall notify all other relevant state and local authorities of the change.

  9. Backfiling Services. For Customers who have purchased “Backfiling Services” Avalara shall prepare up to the number of sales and use tax returns set forth in the Order Document for the prior reporting periods and taxing jurisdictions identified by Customer. Avalara shall prepare these returns based on the transaction data available in Customer’s AvaTax production account only.

  10. a. Avalara Obligations.

    i. Standard Backfiling Services. For Customers who have purchased “Standard Backfiling Services,” Avalara shall provide the following services on Customer’s behalf:

    1) File prior period tax returns upon Customer review and approval of liability.

    2) Facilitate funding for the tax liability related to the prior period tax returns, if necessary.

    ii. Enhanced Backfiling Services. For Customers who have purchased “Enhanced Backfiling Services,” Avalara shall provide the following services on Customer’s behalf:

    1) File prior period tax returns upon Customer review and approval of liability.

    2) Facilitate funding for the tax liability related to the prior period tax returns, if necessary.

    3) Prepare a penalty abatement request for Customer’s review and approval and then submit it to the taxing authority for past due return.

    4) Manage notices from the jurisdiction regarding included periods.

    iii. Amended Backfiling Services. For Customers who have purchased “Amended Backfiling Services,” Avalara shall amend prior period returns that have been filed with incorrect figures to the number of jurisdictions set forth in the Order Document.

    iv. Expedited Backfiling Services. For Customers who have purchased Expedited Backfiling Services the scope of this effort shall include preparing the prior period returns within five business days of receiving the signed Order Document.

    b. Customer Obligations.

    i. Customer shall ensure transaction data is entered accurately into AvaTax .

    ii. Customer shall approve reporting figures and providing funding for remittance amounts.

    iii. Customer shall address any correspondence or communications from the taxing jurisdiction related to the tax returns and payments.

  11. Voluntary Disclosure Agreement. For Customers who have purchased the “Voluntary Disclosure Agreement” Service, Avalara will assist Customer with compliance options for non-filers, including formal and informal voluntary disclosure programs, offered by the applicable taxing jurisdictions for the number of jurisdictions set forth in the Order Document.

  12. a. Avalara Obligations. Based on the information and materials provided by Customer, Avalara will provide the following:

    i. Avalara will review Customer’s business activities and tax policies as they relate to the self-audit process, including tax categorization for products and services, tax type assignment, and customer exemption status;

    ii. Avalara will work with Customer to complete the formal or informal voluntary disclosure program application(s), with the preparation of self-audits as required including:

    1) Process up to 50,000 of Customer’s historical transactions in Avalara’s internal AvaTax account to calculate the correct amount of tax due. Avalara will segregate the amounts due to each taxing jurisdiction (including all applicable local taxing authorities). These amounts will be used for tax reporting under the self-audit;

    2) Prepare a penalty abatement request for Customer’s review and approval.

    iii. Avalara will submit any voluntary disclosure program applications to the taxing jurisdiction on Customer’s behalf;

    iv. Avalara will coordinate any additional information requests from the taxing authority;

    v. If Customer does not qualify for the jurisdiction’s voluntary disclosure program, Avalara will pursue an alternate course of action such as Historical Registration, Customer Tax Recovery, or another Avalara service, which will be under a separate Order Document if necessary.

    b. Customer Obligations.

    i. Customer shall answer Avalara’s questionnaire requesting pertinent information related to the voluntary disclosure program registration process, including ownership information, historical or anticipated start date, and estimated taxable sales. Customer will provide any additional information Avalara may request.

    ii. Customer shall provide any historical transaction source data requested and Customer’s tax policies regarding taxation of relevant transactions. Customer will identify any Customer-related exemptions that Customer chooses to apply.

    c. Exclusions Updates to the Customer’s filing calendar in Returns to activate tax reporting. Upon receipt of Customer’s approved tax registration application, the taxing authority will issue a license or permit with Customer’s tax registration number, initial filing frequency, and prepayment requirements (if any). Customer shall update the filing calendar in Returns.

  13. Historical Registration. For Customers who have purchased “Historical Registration” Services, Avalara will provide tax registration services for the number of jurisdictions set forth in the Order Document. Avalara will assist Customer in registering retroactively for sales and use tax (or the equivalent transaction tax) in each of these taxing jurisdictions. Avalara will prepare up to ten historical sales and use tax returns and penalty abatement requests as needed for each taxing authority.

  14. a. Avalara Obligations. Based on the information and materials provided by Customer, Avalara will provide the following:

    i. Avalara will prepare the appropriate sales and use tax registration applications to retroactively register Customer back to the nexus start date specified by Customer;

    ii. Avalara will prepare and submit the appropriate sales and use tax returns for these historical reporting periods detailing Customer’s historical sales. In some cases and where approved by the taxing authority, Avalara may prepare spreadsheets in lieu of actual tax returns detailing the historical sales; and

    iii. Upon timely receipt of notices from Customer, Avalara will prepare and submit a penalty abatement request on Customer’s behalf to limit any penalties that may be imposed for late registration, tax return filings, and payments. Submission of such requests is Avalara’s final step in this process, after which Avalara’s role in this effort will be considered complete.

    b. Exclusions. The decision to register for tax reporting is the sole responsibility of Customer. There are a number of considerations impacted by this decision. The following services are excluded from this engagement:

    i. Management of notices from the taxing authorities;

    ii. Contacting the jurisdiction(s) regarding the status of Customer’s registration application or historical tax returns, once submitted;

    iii. Updates to the Customer’s filing calendar in Returns to activate tax reporting. Upon receipt of Customer’s approved tax registration application, the taxing authority will issue a license or permit with Customer’s tax registration number, initial filing frequency, and prepayment requirements (if any). Customer shall update the filing calendar in Returns.

    c. Customer Obligations.

    i. Customer must have an AvaTax account in good standing.

    1) Customer will load Customer’s historical transaction data into AvaTax for each reporting period and taxing jurisdiction, unless the Order Document also includes the Data Transformation Services.

    2) For an additional fee, Avalara can assist Customer with the upload of Customer’s historical transaction data into AvaTax.

    ii. Customer will answer Avalara’s questionnaire requesting pertinent information related to the registration process, including ownership information, historical or anticipated start date, and estimated taxable sales. Customer will provide any additional information Avalara may request.

    iii. Customer will review, approve, and sign the completed tax registration applications and historical sales and use tax returns (or figures).

    iv. Customer will submit the tax registration applications to the taxing authorities, along with any supporting documentation.

    v. Customer will receive notices related to sales and use tax license number and filing frequency. Customer shall forward all such notices to Avalara for assistance.

    vi. Customer will receive other notices, including notices requesting payment of any taxes, fees, fines, interest and/or penalties directly from the tax authorities. Customer shall respond to all such notices and remit any payment owing.

    vii. Customer must submit to Avalara any notice within received from the taxing authorities imposing penalties and interest on the late filings within 30 days of notice date.

  15. Customer Tax Recovery. For Customers who have purchased “Customer Tax Recovery” Services, Avalara will assist with a tax recovery effort from Customer’s customers. Customer understands that Customer Tax Recovery Services may not be successful.

  16. a. Contacting Customers’ Customers. Some of Customer’s customers may have already paid sales or use tax due on historical transactions directly to the taxing authorities (as self-reported use tax or through an audit) or may be exempt. In some cases, these customers may be willing to reimburse Customer for the unpaid tax to be remitted to the taxing authority. Avalara will assist in contacting these customers on Customer’s behalf, but Avalara will not directly collect that tax amount from the Customer’s customer.

    b.Customer Tax Recovery Report. Based on the information provided by Customer, Avalara will prepare a report detailing findings, including procurement of tax exemptions, resale certificates, direct pay permits, and statements of use tax paid. Avalara will also provide any gathered documentation to Customer at the end of the project through CertCapture or other means as determined to be appropriate by Avalara.

    c. Fees. This service is hour-based; the number of authorized hours available to Customer will be set forth in the Order Document.

  17. Address Validation. For Customers who have purchased “Address Validation” Services, Avalara will validate addresses provided by Customer.

  18. a.  Avalara Obligations. Avalara will provide a .csv data file or Microsoft Excel spreadsheet back to Customer with the original address details along with the re-formatted and corrected addresses in USPS or Canada Post format. Incomplete or inconsistent address records may not be validated. Any addresses that cannot be validated will be returned to Customer in the original format along with the associated error messages. Customer is responsible for correcting such addresses.

    b. Customer Obligations. Customer will provide Avalara with a .csv data file or Microsoft Excel spreadsheet containing the address details. The data provided must contain the following key data elements: a unique record identifier (e.g., a customer code), street address lines, city, state or province, post code (5 digit or 9 digit), and country code (2 or 3 digit).

  19. Tax Exposure Analysis - Express. For Customers who have purchased “Tax Exposure Analysis - Express” Services, Avalara will perform an overall high-level assessment of the potential sales and use tax exposure created by Customer in various taxing jurisdictions.

  20. a. Avalara will work with Customer to obtain historical transaction data and relevant tax exemption information and create a “Tax Exposure Express Report” to assist Customer with decisions regarding sales and use tax compliance.

    b. The Tax Exposure Express Report will detail findings and recommendations for each state. The Tax Exposure Express Report may also identify some key characteristics of each state, including the existence of a formal voluntary disclosure or amnesty program and expected limited-lookback periods. These factors will assist Customer in deciding the order and manner in which to approach each taxing authority. The Tax Exposure Express Report will use the current average tax rate for each state, include state-specific penalty rates, and will include up to one hour of tax code mapping services from Avalara. The Tax Exposure Express Report will include analysis for only one business entity. Customer will make the final decisions regarding if and how to register and report any historical transactions to each taxing authority.

  21. Tax Exposure Analysis - Standard. For Customers who have purchased “Tax Exposure Analysis - Standard” Services, Avalara will perform a detailed assessment of the potential sales and use tax exposure created by Customer for the jurisdictions set forth in the Order Document.

  22. a. Avalara will work with Customer to obtain historical transaction data and relevant tax exemption information, and re-process up to 50,000 transactions using Avalara’s internal AvaTax account. Avalara will identify any potential limited lookback periods that might be available through amnesty or voluntary disclosure programs for each state. Avalara will create a “Tax Exposure Standard Report” to assist Customer with decisions regarding sales and use tax compliance.

    b. The Tax Exposure Standard Report will detail findings and recommendations for each state (typically consolidated into classes with similar liability estimates by state.) The Tax Exposure Standard Report may also identify some key characteristics of each state, including the existence of a formal voluntary disclosure or amnesty program, expected limited-lookback periods, and state-specific penalty amounts. These factors will assist Customer in deciding the order and manner in which to approach each taxing authority. The Tax Exposure Standard Report will use state-specific historic tax rates, state-specific penalty rates, and will include two hours of tax code mapping services from Avalara. The Tax Exposure Standard Report will include analysis for only one business entity. Customer will make the final decisions regarding if and how to register and report any historical transactions with each taxing authority.

  23. Data Transformation Services. For Customers who have purchased “Data Transformation Services” Avalara will provide assistance in uploading historical transactions into Customer’s AvaTax account. Avalara will convert Customer’s source data files into a format useable by AvaTax.

  24. a. AvaTax Import Process.

    i. Prior to importing any historical transaction data, Avalara will work with Customer to understand Customer’s tax policy and assist Customer is applying that policy to Customers’ AvaTax account.

    ii. Importation into AvaTax may result in tax recalculation, reallocation, and redetermination of tax sourcing, which may change the nature of posted transactions. A posted transaction may have a different tax or situs applied than that of the original, native transaction. These results could impact Customer’s tax liability in the applicable tax jurisdictions.

    iii. Some historical transactions may fail the import process, either in full or in part, due to incomplete or inconsistent data; for example, address components that are inconsistent with one another (city not belonging to an associated postal code), incomplete (missing state), or inaccurate (invalid postal code). Transactions that fail the import process will be provided to Customer in a separate data file for Customer to remediate.

    b. Customer Obligations. Customer must have an existing current AvaTax subscription at the time of transaction import. Customer is solely responsible for the content and accuracy of the transaction data. Avalara is authorized to import Customer’s historical transactions for purposes of Data Transformation Services.

  25. One-Time Remittance. For Customers who have purchased “One-Time Remittance” Services, Avalara will provide assistance in preparing and filing returns for unremitted sales and use taxes in the applicable jurisdictions.

     

    a. Avalara Obligations.


  26. i. Avalara will prepare a one-time prior period sales and use tax return for the jurisdictions set forth in an attachment to Customer’s Order Document. Avalara will prepare the return(s) based on transaction data available in Customer’s AvaTax account.

    ii. Avalara will prepare a cover letter to each taxing jurisdiction describing the reason for the prior period return submission and requesting an abatement of related penalties if applicable. Avalara will forward the completed package to Customer for final review, approval, signature, and mailing.

    iii. Avalara will assist Customer with any notices related to this tax remittance project for a period of six months from submission.

    iv. Avalara will provide one follow-up per jurisdiction and update Customer on the penalty abatement request.

    b. Customer Obligations.

    i. Customer will review and approve the tax liability amounts to be reported detailed in tax liability worksheet.

    ii. Customer will review, approve, sign, and mail the prior period sales and use tax returns. Customer will fund tax liabilities and directly remit any taxes owed to the applicable tax jurisdiction.

  27. Avalara Implementation Services. Avalara provides implementation support services for Customers who have purchased AvaTax, CertCapture, or Avalara Returns (collectively, the “Implementation Services”).

  28. a. Implementation Services Generally. Customer shall have overall responsibility for implementation, including project management, testing, and the technical aspects of installation, configuration, and code modifications and merges.  Avalara shall assist Customer and provide consulting expertise during the implementation process, including the following project elements:

    i. Planning and Design.

    1) Solution Design and Project Planning. Avalara will confirm the solution design and project logistics with Customer’s project team, including resources, roles and responsibilities, timing, and deployment process. Avalara will propose a plan for Customer to incorporate into its overall project plan.

    2) Environment Validation. Avalara will collaborate with Customer’s project team on the solution to be used (test and production), including relevant configurations and functionality, system architecture, and patch levels.

    ii. Solution Testing. Customer will create test scripts and Avalara will provide feedback. Avalara will provide support during Customer testing and support issue resolution and troubleshooting related to the Avalara solutions. Customer is responsible for ensuring the scenarios tested are complete, the tests are executed to the level required, and the results are accepted at the end of the testing cycle.

    iii. Solution Deployment.

    1) Production Deployment. Avalara will participate in solution deployment activities, including data migrations and cutover planning.

    2) Post-Production Support. Basic customer support is included in most purchases. Additional support may be separately purchased.

    iv. Timing.

    1) Avalara will begin work within 30 days of receipt of a signed order authorizing this work. The length of time necessary to complete the project depends largely on Customer’s internal resources. Avalara will assist for a period of six months from the start of the project at which time all services will be deemed complete.

    2) For an Expedited Project Start Date Fee, Avalara will begin the Professional Services within ten business days of Customer’s signed order form being processed by Avalara.

    b. AvaTax Implementation Services. Customers who have purchased AvaTax Implementation Services will receive the following:

    i. Platform Connector Installation. Avalara charges for the AvaTax Implementation Services for each connector.

    1) Avalara-Built Platform Connector. Avalara will provide the current installation package for the connector. Customer will install the connector and incorporate the Avalara solution into Customer’s processes or engage with a partner to do so. Avalara will provide technical support in troubleshooting installation issues. For customers implementing a Microsoft D365 connector, the fee set forth in the Order Document assumes that Customer is using the latest version of Microsoft D365; use of prior versions may require a change in project duration and scope and an increase in fees.

    2) Partner-Built Connector. Customer will install the connector and incorporate the Avalara solution into Customer’s processes or engage with a partner to do so.

    3) Avalara AvaTax API. Avalara will provide guidance for the best practices of developing the AvaTax integration to Customer’s custom system.

    ii. Tax Logic Matrix and Tax Code Mapping. Avalara will conduct a workshop with Customer’s tax department to develop a tax logic matrix that defines the business rules for tax exemption (“Tax Logic Matrix”) and assist with identifying and mapping to the appropriate Avalara AvaTax system tax codes for tax exemption processing.

    iii. AvaTax Configurations. AvaTax configuration will be completed by Customer’s tax team with guidance and support from Avalara, including the following:

    1) AvaTax Entities. Avalara will guide Customer in the configuration of Avalara AvaTax with the appropriate reporting entities.

    2) AvaTax Nexus. Avalara will guide Customer through the configurations in Avalara AvaTax to enable tax collection in the various state and local taxing jurisdictions in which Customer has identified a reporting requirement.

    3) AvaTax Product Tax Categories. Avalara will guide Customer in the configurations to map Customer’s product tax categories to the appropriate Avalara tax categories based on the Tax Logic Matrix.

    4) AvaTax Exemptions. Avalara will guide Customer on best practices for handling of Customer’s customer exemptions within AvaTax and assist Customer in configuration.

    iv. AvaTax Training. Avalara will provide key user training on the use and maintenance of the AvaTax solution (two sessions: an initial introductory session to familiarize the key business users and project team members with the Avalara functionality and an advanced session on the use and maintenance of the tax-related functionality before solution deployment).

    v. This SOW applies to U.S. and Canadian implementation only and does not include implementation for other countries, configuration for Cross-Border Transactions, Customs Transactions, or Estimated Customs Transactions.

    vi. Support for the use of Avalara AvaTax APIs to support offline transactions specifically the AvaTax POS Content API and the Transaction Import API are out of the scope of this project.

    c. CertCapture Implementation Services. For Customers who have purchased CertCapture Implementation Services will receive the following:

    i. CertCapture Training. Avalara will provide user training on the use and maintenance of CertCapture (two sessions: an initial introductory session to familiarize Customer's key business users and project team with the functionality of CertCapture and a follow-up advanced session on customer data maintenance, Certificate requests, managing Certificates, and business process flow).

    ii. CertCapture Configurations. CertCapture configuration will be completed by Customer’s tax team with guidance and support from Avalara, including the following:

    1) CertCapture Entities. Avalara will provision CertCapture with the entities in which Customer has identified a need for exemption management.

    2) CertCapture Settings. Avalara will guide Customer on the configurations and Company Content within the CertCapture application.

    3) CertCapture Customers. Avalara will guide Customer on the import/entry of Customer’s customers in the appropriate format for Customer’s business requirements.

    d. Avalara Returns Implementation Services. For Customers who have purchased Returns Implementation Services will receive the following:

    i. Returns Training. Avalara will provide key user training on the returns monthly process to include assistance with the appropriate documentation for implementation and then follow up training on the monthly Tax Liability Worksheet review and approval processes.

    ii. Returns Configuration. Avalara will guide Customer on the filing calendar setup process for up to five reporting jurisdictions.

  29. CertCapture Single Sign-On Implementation. For Customers who have purchased CertCapture Single Sign-On” Avalara will enable their Authorized Users to access the Service using a web-based single sign-on service, eliminating the need for application-specific passwords. CertCapture SSO uses SAML 2.0 technology. Avalara will provide the following:

  30. a. Technical Requirements. Avalara and Customer will work together to define technical requirements, including Customer’s identity provider, required SAML 2.0 attributes from the identity provider, and rules for user provisioning, role assignment, and sub-entity assignment.

    b. Avalara Obligations. Avalara will set up a test company in the Account, and the Parties will jointly test the CertCapture SSO service. Avalara will make no more than one revision to the SAML mapping during testing. Upon Customer’s approval, Avalara will enable CertCapture SSO in Customer’s Account.

    c. Customer Obligations. Customer will provide the following:

    i. User and user role mapping based on Avalara’s template; and

    ii. Customer’s identity provider SSL certificate.

    iii. Provisioning within Customer’s identity provider.

  31. Customer Data File Exchange Implementation. For Customers who have purchased “Customer Data File Exchange Implementation” Avalara will provide the following:

  32. a. Avalara will provide Customer with formatting requirements for importing tab delimited files, and the Parties will agree on a final file format. Customer may use up to 10 custom data fields.

    b. Avalara will set up a test company in the Account, and the Parties will jointly test the Data File Exchange service. Avalara will set up a SFTP site to enable Customer to automatically upload new data files daily.

    c. Customer shall upload the file to the SFTP site in the agreed file format and ensure proper formatting.

    d. Avalara will review the upload for accuracy, and Customer will make any necessary corrections. Avalara may provide a second review to verify that any errors have been corrected.

    e. Changes to the Avalara file format and data formatting services are outside the scope of this SOW.

  33. Exemption Data File Exchange Implementation. For Customers who have purchased “Exemption Data File Exchange Implementation” Avalara will support Customer in setting up Exemption Data File Exchange as follows:

  34. a. Exemption data will be made available in standard file format for retrieval from the SFTP site.

    b. Avalara will provide a sample file for Customer to test the integration. Avalara may provide a second sample file to verify that the errors have been corrected.

    c. Customer will develop the logic to read and import the data.

    d. Any enhancement to the standard file format is outside the scope of this SOW.

  35. CertCapture REST API for Import ImplementationFor Customers who have purchased “CertCapture REST API for Import Implementation” Avalara will support Customer in setting up access to the CertCapture REST API as follows:

  36. a. Avalara will provide guidance and best practices related to development using the CertCapture REST API. CertCapture REST API specifications are located at http://docs.certcapture6xrest.apiary.io/.

    b. Customer shall develop and test the CertCapture REST API in accordance with these specifications.

    c. Avalara will support Customer in troubleshooting issues during Customer testing.

    d. Any enhancement to the CertCapture REST API for Import is outside the scope of this SOW.

  37. CertCapture REST API for Export Implementation. For Customers who have purchased “CertCapture REST API for Export Implementation” Avalara will support Customer in setting up access to the CertCapture REST API for Export as follows:

  38. a. Avalara will provide guidance and best practices related to development using the CertCapture REST API for Export. CertCapture REST API for Export specifications are located at http://docs.certcapture6xrest.apiary.io/.

    b. Customer shall develop and test the CertCapture REST API for Export in accordance with these specifications.

    c. Avalara will support Customer in troubleshooting issues during Customer testing.

    d. Any enhancement to the CertCapture REST API for Export is outside the scope of this SOW.

  39. CertCapture for Retail Implementation. For Customers who have purchased “CertCapture for Retail Implementation” Avalara will assist with the setup and configuration of CertCapture for Retail in Customer’s Account.

  40. CertCapture for eCommerce Implementation. For Customers who have purchased “CertCapture for eCommerce Implementation” Avalara will support Customer in setting up CertCapture for eCommerce in their web environment by providing guidance and best practices related to the use of the Service.

  41. a. Avalara Obligations. Avalara will support Customer in troubleshooting issues, such as CertCapture for eCommerce not returning the expected result.

    b. Customer Obligations. In order to implement CertCapture for eCommerce, Customer will do the following:

    i. Define business requirements regarding the collection of exemption Certificates and determination of exemption.

    ii. Program CertCapture for eCommerce into Customer’s web environment.

    iii. Perform end-to-end systems integration testing using data passed to, and created by, CertCapture for eCommerce.

    iv. Maintain the implementation as non-Avalara changes made to the installation’s environment.

  42. CertCapture Document Automated Upload. For Customers who have purchased “CertCapture Document Automated Upload” Avalara will import Customer’s legacy certificates into Customer’s Account.

  43. a. Avalara Obligations. Avalara will import the historical certificates and link them to the matching customer records in CertCapture as a one-time electronic import.

    b. Customer Obligations.

    i. Set up Customer’s customers or import them into the Account.

    ii. Provide historical certificates to Avalara as individual PDF files.

    iii. Provide historical certificate metadata (including jurisdiction, exempt reason, signed date, and expiration date) and sufficient information to map Customer’s customers to the appropriate Certificate images.

  44. Avalara CertCapture Validation. For Customers who have purchased “Avalara CertCapture Validation”  Avalara will provide the following:

  45. a. 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.

    b. Customer will identify Customer’s customer account numbers associated with the Certificates and add these numbers to the Certificates.

    c. 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.

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

    e. 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.

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

  46. CertCapture Campaigns. For Customers who have any of the following “CertCapture Campaigns,” Avalara will conduct a campaign to Customer’s customers to request updated Certificates using Avalara forms.

  47. a. CertCapture Fax. For Customers who have purchased “Avalara CertCapture Fax,” Avalara will conduct a campaign to Customer’s customers to request updated Certificates by preparing and sending up to the number of faxes set forth in the Order Document. Avalara may send subsequent rounds of faxes to those who do not return Certificates up to the total number of faxes set forth in the Order Document.

    b. CertCapture Mail (postage). For Customers who have purchased “CertCapture Mail (postage),” 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.

    c. CertCapture Email. For Customers who have purchased “Avalara CertCapture 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.

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

  48. CertCapture Tax ID Verification. For Customers who have purchased “CertCapture 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.

  49. CertCapture Validation for CertExpress. For Customers who have purchased “CertCapture Validation for CertExpress,” Avalara will review the Certificates virtually created and attached to a Customer’s customer by CertCapture, and verify it contains the following: 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. This service does not apply to Certificates uploaded by Customer (e.g., PDF files). Avalara will make standard reports available so that Customer can review the validations that have been performed and their results.

II. Extension of Scope.  This SOW applies only to the specific purchases made in the Order Document. Any change in the scope of this SOW or undue delay by Customer in meeting its obligations under this SOW may require an extension in the schedule, an adjustment in the fees and expenses, or an adjustment in the work Avalara is to perform, which will be enumerated in an additional Order Document signed by the Customer.

III. Professional Fees. Customer will pay all fees specified in the Order Document. Payment obligations are non-cancellable, and fees paid are nonrefundable.

IV. Assumptions.

  1. Customer represents and warrants that all information and documentation provided to Avalara is true and accurate.

  2. Customer is responsible for all sales and use tax decisions, any Certificate management decisions, and tax positions taken.

  3. The scope of this Service does not include local jurisdictions unless stated in the Order Document.

  4. The scope of this engagement does not include any specific tax research or determination of the taxability of your company’s products or services.

  5. Customer should consult third party tax advisors regarding other tax concerns, such as state income or franchise tax reporting requirements. Registering for sales and use tax collection and reporting can impact federal, state, and other tax reporting requirements, all of which are outside the scope of this Service.

  6. If Customer engages a third party to provide services, Customer will be responsible for all third-party contracts, costs, and projects including management of all third-party personnel and delivery issues.

  7. Avalara will use commercially reasonable efforts to provide consistent personnel for the duration of this SOW. However, Avalara may reassign personnel at its sole discretion.

  8. All work will be performed remotely during Avalara business hours; Avalara will not travel to Customer’s premises under this Service.

  9. Customer is responsible for the payment of any additional tax, interest and/or penalties due related to the effort in this SOW.

  10. Avalara will begin performing the Professional Services within 30 days of Services Effective Date.

  11. If Customer terminates this Service without cause before the Professional Services are completed, Customer shall pay the full cost of the Professional Services set forth in the Order Document.

  12. This SOW will expire one year after Services Effective Date. Any service outlined in this SOW and not used by Customer will expire at that time and no fees will be refunded.

V. Definitions.

Order Document” means a Sales Order, SOW, or other document used to purchase Services from Avalara.

Sales Order” means Avalara’s sales order form that describes the Services, Avalara Professional Services, fees, support plans, Expenses and any special terms for using the Services that Customer has ordered.

Services” means the Avalara service offerings to which Customer subscribes, as specified in the applicable Order Document.

Services Effective Date” means the date on which Avalara processes Customer’s signed Order Document.

“Account” means an account enabled by Avalara for Customer to access the Services.

“Authorized User” means any employee, contractor, representative, or other person acting on Customer’s behalf who is authorized by Customer to use the Services and who has been supplied with access to the Services by either Customer or Avalara, at Customer’s written request.

AvaTax” means Avalara’s AvaTax Service for calculating transactional taxes on the sale of goods and services, including sales, use, and value added taxes.

“CertCapture” means Avalara’s CertCapture Service for exemption certificate storage and management.

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 the CertCapture Service for use in a single jurisdiction.

Returns” means Avalara’s Service for compliance, preparation, and management of sales and use tax returns, treasury, remittance, and notice management.