Avalara Tax Research Supplemental Terms

Last updated May 11, 2022

These Avalara Tax Research Supplemental Terms (“Tax Research Terms”) govern Customer’s purchase and use of the Avalara Tax Research Services described below. These Tax Research Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Tax Research Terms and not defined have the meanings given in the Terms.

1) DEFINITIONS. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:

a. “Avalara Tax Research Essentials – U.S.” means the Service where Avalara provides Customer with access to Avalara Technology and Content for the United States.

b. “Avalara Tax Research Standard – U.S.” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and expanded Content for the United States.

c. “Avalara Tax Research Premium – U.S. means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature and the “Tax Matrix” feature, and expanded Content for the United States.

d. “Avalara Tax Research Managed Services” means the Service where Avalara researches tailored content on behalf of Customer. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard – U.S.  or Avalara Tax Research Premium – U.S.

e. “Avalara Tax Research - U.S. Restaurants” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and expanded Content related to products and services for restaurants. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard – U.S.  or Avalara Tax Research Premium – U.S.

f. “Avalara Tax Research - U.S. Telecom” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and expanded Content related to products and services for telecommunications. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard – U.S.  or Avalara Tax Research Premium – U.S.

g. “Avalara Tax Research - North America” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and additional Content for North America. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard – U.S.  or Avalara Tax Research Premium – U.S.

h. “Avalara Tax Research - Europe” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and Content for Europe. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard – U.S.  or Avalara Tax Research Premium – U.S.

i. “Avalara Tax Research Essentials for Accountants – U.S.” means the Service where Avalara provides Customer with access to Avalara Technology and some Content for use by accountants within the United States. Use of this product is subject to the requirements in Section 7 of these Tax Research Terms.

j. “Avalara Tax Research Standard for Accountants – U.S.” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and expanded Content for use by accountants within the United States. Use of this product is subject to the requirements in Section 7 of these Tax Research Terms.

k. “Avalara Tax Research Premium for Accountants – U.S.” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature and the “Tax Matrix” feature, and expanded Content for use by accountants within the United States. Use of this product is subject to the requirements in Section 7 of these Tax Research Terms.

l. “Avalara Tax Research for Accountants – U.S. Telecom” means the Service where Avalara provides Customer with access to Avalara Technology and expanded Content related to telecommunications for use by accountants. Use of this product is subject to the requirements in Section 7 of these Tax Research Terms. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard – U.S. for Accountants or Avalara Tax Research Premium for Accountants– U.S.

m. “Avalara Tax Research for Accountants - North America” means the Service where Avalara provides Customer with access to Avalara Technology and expanded Content for North America for use by accountants. Use of this product is subject to the requirements in Section 7 of these Tax Research Terms. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard for Accountants – U.S. or Avalara Tax Research Premium for Accountants – U.S.

n. “Avalara Tax Research for Accountants - Europe” means the Service where Avalara provides Customer with access to Avalara Technology and expanded Content for Europe for use by accountants. Use of this product is subject to the requirements in Section 7 of these Tax Research Terms. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard for Accountants – U.S. or Avalara Tax Research Premium for Accountants – U.S.

o. “Avalara Tax Research for Accountants - Global” means the Service where Avalara provides Customer with access to Avalara Technology and expanded Content for use by accountants. Use of this product is subject to the requirements in Section 7 of these Tax Research Terms. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard for Accountants – U.S. or Avalara Tax Research Premium for Accountants – U.S.

p. “Avalara Tax Research Managed Services for Accountants” means the Service where Avalara researches tailored content on behalf of Customer. Use of this product is subject to the requirements in Section 7 of these Tax Research Terms. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard for Accountants or Avalara Tax Research Premium for Accountants

q. “Avalara Tax Research Essentials for Insurance” means the Service where Avalara provides Customer with access to Avalara Technology and some Content related to insurance.

r. “Avalara Tax Research Standard for Insurance” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and expanded Content related to insurance.

s. “Avalara Tax Research Managed Services for Insurance” means the Service where Avalara researches tailored content on behalf of Customer. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard for Insurance.

t. “Content” means any information provided by Avalara through its Services, including but not limited to tax laws, explanations, answers, matrices, rates and associated fees, decision trees, history and changes, taxing jurisdiction boundary information, information about exemption certificates, information about applicable regulations, responses to questions posed through the “Ask an Expert” feature, and anything provided through a custom library and/or through a customized research engagement.

2) The Services.

a. Customer Data. Notwithstanding anything in the Terms, no information uploaded, provided, or made accessible by Customer to Avalara, including through the “Ask an Expert” feature, will be considered Customer Data or Confidential Information (even if explicitly marked as confidential).  Customer shall not upload Personal Information to the Service.

b. Avalara Content. Content and Avalara Technology is made available to Customer solely (i) to allow Customer to find and use important information for its organization, (ii) to help with Customer’s internal management, and (iii) for Customer’s reference or information purposes. Customer may download and store insubstantial portions, as determined by Avalara in its sole discretion, of the Content, subject to the restrictions and limitations set forth in these Tax Research Terms.

c. Ask an Expert. Certain Services provide access to Avalara’s “Ask an Expert” feature.  Customer may submit a reasonable number of questions each Subscription Term for response.  Avalara may, in its sole discretion, either charge Customer for, or not provide responses to, questions submitted beyond this amount. 

3) Proprietary Rights.

a. Customer's Intellectual Property. If Customer submits a question to Avalara through the “Ask an Expert” feature, then that question, along with any accompanying attachments, data, or information is provided "as-is” and Customer grants Avalara a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of, such question, attachments, data, or information. Avalara retains and owns all right, title, and interest in the answer to such questions. Customer may request that its question not be posted publicly, subject to approval from Avalara.

b. Logos; Legal Notices.  These Tax Research Terms do not grant Customer the right to use any branding or logos used in the Services. Customer shall not remove, obscure, or alter any legal notices displayed in or along with the Services.

4) Trial Use. If Customer is using a Service (or accessing certain Content therein) as a trial authorized by Avalara in writing, at a duration determined by Avalara in its sole discretion subject to change without notice, Customer may use the Service (or such Content) solely for purposes of evaluating the Service prior to the execution of an Order Document. At the conclusion of the trial, Customer shall (i) cease all use of the Service and Content; (ii) delete any copies of Content from the Service or data derived from Customer's computer system and cause such copies to be deleted from any other computer system where Customer caused such Content to be stored; and (iii) at Customer's expense, destroy or return to Avalara any physical copies of such Content in Customer's possession. Avalara may, in appropriate circumstances and at its discretion, terminate the Account or access of users who infringe the intellectual property rights of others. Customer acknowledges that Service trial use may be provided with limited functionality. 

5) Inapplicable Provisions of the Terms.  For Services governed by these Tax Research Terms:

a. Trial Period. The trial period described in the Terms does not apply to any Avalara Tax Research Service.

b. Uptime Statistics. Avalara may elect not to provide uptime statistics.

c. Affiliate Use.  Notwithstanding anything to the contrary in the Terms, Customer may not share access to Services governed by these Tax Research Terms with Affiliates. 

6) Audit Guarantee. Avalara makes commercially reasonable efforts to keep all the Content on its website up to date. If Customer relies on the Content in making a taxability or rate determination and such reliance results in a negative audit finding and financial loss, Avalara will work directly with the governmental agency in order to reconcile Avalara's answer with the government agency's position. Avalara does not warrant that the Content is correct. The following limitations apply to the Audit Guarantee:

a. Customer must have properly classified items sold by Customer, and Customer is fully responsible for any final classification decision. To the extent that the incorrect result was caused by Customer's failure to determine its product classification, Avalara will not be responsible for the incorrect result.

b. Avalara will not be responsible for the incorrect result to the extent that it was caused by the failure of the applicable taxing authority to timely and accurately provide or update correct and current tax rates, boundaries, rules, and classifications.

c. Customer must provide notice to Avalara no later than the earlier of either: (1) 10 days after the taxing authority's finding of a negative audit assessment, or (2) 45 days after the date that Customer identifies, or the taxing authority initially identifies to Customer, an issue that relates to the alleged incorrect result provided by Avalara.

d. Customer must provide full and timely assistance to Avalara in confirming the nature and occurrence of the alleged error, including providing Avalara with access to its relevant financial reporting records, transaction logs, reports, and all other relevant information reasonably related to the alleged error.

e. Customer must provide full and timely assistance to Avalara in responding to the taxing authority findings if Avalara, in its sole discretion, determines them to be incorrect.

7) Avalara Tax Research Services for Accountants. This Section 7 only applies to Customers who have purchased the Services in order to provide Avalara Content to Customer's Clients. "Client" means entities or individuals for whom the Customer provides accounting services.

a. Conditions. Notwithstanding anything to the contrary in the Terms or these Tax Research Terms, Customer may provide Clients with Content from the Avalara Services, subject to the following conditions and limitations:

 i. Customer shall only provide the Content to Client in conjunction with Client's purchase of Customer's other offerings, and Customer shall not resell the Services on a standalone basis or provide separate line item pricing for the Services when charging Clients. The fees for the Services are Avalara’s Confidential Information under the Terms.

 ii. Customer shall solely manage the Account, shall not permit Clients access to the Avalara user portal using the Account credentials, and shall not disclose the Account access credentials to Clients.

iii. Customer shall provide support for Clients, including support for all substantive tax issues.

iv. This Agreement does not and is not intended to confer any rights or remedies to Clients.

b. Indemnification. Customer shall indemnify and defend Avalara, its affiliates, and their respective employees, officers, directors, agents, and shareholders against any claims, losses, liabilities, settlement payments, costs, expenses, interest, awards, judgment, damages (including punitive damages), fines, fees, penalties, and litigation expenses (including court, mediation, and arbitration fees, witness fees, attorneys' fees, other professional fees, and any other costs of investigating, defending, or asserting any claim for indemnification under this Agreement), arising out of or related to (a) the Account, the Clients, their use of Customer's offerings, or their use of Avalara's Services; (b) a Client's actual or alleged violation of applicable law.

8) Tax Research Managed Services and Tax Research Managed Services for Accountants.  Additional service descriptions, terms, and conditions for Tax Research Managed Services and Tax Research Managed Services for Accountants provided to Customer with the Order Document are hereby incorporated into the Agreement by reference.