Contracts
- Avalara Legal Center
- Customer FAQ for Avalara’s Service Terms
- Avalara Service Terms and Conditions
- Summary of Changes to Avalara Service Terms and Conditions
- Service-Specific Supplemental Terms
- Avalara Professional Services Terms and Conditions
- Avalara Professional Services eSOW
- Acceptable Use Policy (AUP)
- Affiliates
- Brazil Terms
- Data Privacy
- Site Terms of Use
- Subprocessors
Avalara Legal Center
Effective January 26th 2024
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Thank you for choosing Avalara. We are pleased that you selected us as your tax compliance provider. This Avalara Legal Center provides Avalara's service terms and the policies that apply to your purchase.
You can view and download the applicable terms using the navigation menu on the left.
Contact Information:
General Legal: Legal@avalara.com
Data Privacy: DataPrivacy@avalara.com
Effective November 1st 2023 to January 26th 2024
DownloadTable of Contents
Thank you for choosing Avalara. We are pleased that you selected us as your tax compliance provider. This Avalara Legal Center provides Avalara's service terms and the policies that apply to your purchase.
Contact Information:
General Legal: Legal@avalara.com
Data Privacy: DataPrivacy@avalara.com
Effective October 27th 2023 to November 1st 2023
DownloadTable of Contents
Thank you for choosing Avalara. We are pleased that you selected us as your tax compliance provider. This Avalara Legal Center provides Avalara's service terms and the policies that apply to your purchase.
Contact Information:
General Legal: Legal@avalara.com
Data Privacy: DataPrivacy@avalara.com
Customer FAQ for Avalara’s Service Terms
Effective November 2nd 2023
DownloadTable of Contents
This FAQ provides information about how Avalara sells subscriptions to its services. Please contact your sales representative if you have additional questions. This FAQ is for informational purposes only and does not form a part of a contract.
About Avalara
Avalara makes tax compliance faster, easier, more accurate, and more reliable for 30,000+ business and government customers in over 90 countries. Tax compliance automation software solutions from Avalara leverage 1,200+ signed partner integrations across leading ecommerce, ERP, and other billing systems to power tax calculations, document management, tax return filing, and tax content access. More information at www.avalara.com.
What is SaaS?
Avalara offers Software-as-a-Service (SaaS), which means our services are delivered online rather than as software you download and install. This allows us to seamlessly update and enhance our services, so you don’t need to purchase or download updates.
How do we purchase Avalara’s SaaS offerings and where is the contract?
Your sales representative will send you a sales order to sign that links to Avalara’s online Service Terms.
Which terms apply to our purchase?
In addition to Avalara’s Service Terms, certain Service-Specific Supplemental Terms may apply depending on the service(s) you purchase. For example, if you buy AvaTax, the AvaTax Service-Specific Supplemental Terms will apply. Here’s a guide to locate the applicable Service-Specific Supplemental Terms:
- Check your sales order to see the name of each service you are buying.
- From legal.avalara.com, click on “Service-Specific Supplemental Terms” on the left-hand side. From there, find the name of your service(s) and follow the links to the applicable Service-Specific Supplemental Terms. Any Service-Specific Supplemental Terms for services your company is not buying do not apply to your purchase and can be ignored.
- If you buy Professional Services, that purchase is governed by our Professional Services Terms and Conditions.
Why does Avalara use online terms?
Avalara, like other SaaS vendors, delivers the same service to all our customers. Using online terms ensures that all customers are on the same version of the service and allows us to grow and evolve our business and technology.
How are Avalara’s Service Terms different from other SaaS vendors?
Our Service Terms already contain concessions requested by our customers, so you don’t need to negotiate with us to get the best terms. We pay close attention to customer feedback, and we update the Service Terms annually based on that feedback.
How do we know if the Service Terms get updated?
We typically modify our Service Terms once per year (on January 1) with updates taking effect as customers renew, upgrade, or purchase new services. We provide notice of changes prior to your renewal date, so you can review prior to renewing and contact us with any questions.
Can we make changes to Avalara’s Service Terms?
Because Avalara's Service Terms describe our business processes and risk profile, we cannot accommodate most requests for changes. If you have any questions or concerns about our Service Terms, please give us a list of the primary issues (email is fine). We consistently receive feedback from our customers that our Service Terms are fair, bilateral, and easy to sign.
What about service availability?
We agree to use commercially reasonable efforts to make the services available 24 hours a day, 7 days a week, with certain exceptions.
Can our affiliates use the services we purchase?
Our Service Terms allow our customers to use the services enterprise-wide for any related entities that meet the definition of ”Affiliate” in our Service Terms.
How does Avalara protect customer data and confidential information?
Avalara is sensitive to the data security and privacy concerns of our customers, and safeguarding customer data is a top priority for us. Here are a few examples of what we do:
- Our customers remain in control of their data and are responsible for determining data access and use.
- Customer data is stored in secure, state-of-the-art data centers with backup systems.
- We implement and maintain appropriate safeguards and security methods designed to prevent unauthorized release or access to your customer data and confidential information.
- Avalara uses independent third parties to perform audits of our security program ensuring we have comprehensive controls protecting your data.
Will Avalara use my security and privacy exhibit?
Avalara's ability to provide a consistent, quality service on a multi-tenant SaaS-basis relies on standardizing our processes. This means we are not able to accommodate customer-specific security and privacy exhibits. We must control our data security and management procedures and adjust them over time to align with evolving technology and the improvements we make to the service.
What about compliance with data privacy laws and managing data subject requests?
- Avalara processes personal data only according to our customers’ instructions. Avalara complies with and facilitates our customers’ compliance with all applicable laws related to data privacy.
- Avalara’s Service Terms include a Data Processing Agreement and CCPA representations. See Section 4 of our Service Terms for more information about data privacy compliance.
- We understand how important it is to properly manage your customers’ personal data requests. You can read about data management here. Please work with your privacy team to determine whether to include Avalara in data subject deletion requests. Deleting tax- related data often impacts legal obligations, such as tax filing, certificate management, and audit.
Effective November 2nd 2023 to November 2nd 2023
DownloadTable of Contents
This FAQ provides information about how Avalara sells subscriptions to its services. Please contact your sales representative if you have additional questions. This FAQ is for informational purposes only and does not form a part of a contract.
About Avalara
Avalara makes tax compliance faster, easier, more accurate, and more reliable for 30,000+ business and government customers in over 90 countries. Tax compliance automation software solutions from Avalara leverage 1,200+ signed partner integrations across leading ecommerce, ERP, and other billing systems to power tax calculations, document management, tax return filing, and tax content access. More information at www.avalara.com.
What is SaaS?
Avalara offers Software-as-a-Service (SaaS), which means our services are delivered online rather than as software you download and install. This allows us to seamlessly update and enhance our services, so you don’t need to purchase or download updates.
How do we purchase Avalara’s SaaS offerings and where is the contract?
Your sales representative will send you a sales order to sign that links to Avalara’s online Service Terms.
Which terms apply to our purchase?
In addition to Avalara’s Service Terms, certain Service-Specific Supplemental Terms may apply depending on the service(s) you purchase. For example, if you buy AvaTax, the AvaTax Service-Specific Supplemental Terms will apply. Here’s a guide to locate the applicable Service-Specific Supplemental Terms:
- Check your sales order to see the name of each service you are buying.
- From legal.avalara.com, click on “Service-Specific Supplemental Terms” on the left-hand side. From there, find the name of your service(s) and follow the links to the applicable Service-Specific Supplemental Terms. Any Service-Specific Supplemental Terms for services your company is not buying do not apply to your purchase and can be ignored.
- If you buy Professional Services, that purchase is governed by our Professional Services Terms and Conditions.
Why does Avalara use online terms?
Avalara, like other SaaS vendors, delivers the same service to all our customers. Using online terms ensures that all customers are on the same version of the service and allows us to grow and evolve our business and technology.
How are Avalara’s Service Terms different from other SaaS vendors?
Our Service Terms already contain concessions requested by our customers, so you don’t need to negotiate with us to get the best terms. We pay close attention to customer feedback, and we update the Service Terms annually based on that feedback.
How do we know if the Service Terms get updated?
We typically modify our Service Terms once per year (on January 1) with updates taking effect as customers renew, upgrade, or purchase new services. We provide notice of changes prior to your renewal date, so you can review prior to renewing and contact us with any questions.
Can we make changes to Avalara’s Service Terms?
Because Avalara's Service Terms describe our business processes and risk profile, we cannot accommodate most requests for changes. If you have any questions or concerns about our Service Terms, please give us a list of the primary issues (email is fine). We consistently receive feedback from our customers that our Service Terms are fair, bilateral, and easy to sign.
What about service availability?
We agree to use commercially reasonable efforts to make the services available 24 hours a day, 7 days a week, with certain exceptions.
Can our affiliates use the services we purchase?
Our Service Terms allow our customers to use the services enterprise-wide for any related entities that meet the definition of ”Affiliate” in our Service Terms.
How does Avalara protect customer data and confidential information?
Avalara is sensitive to the data security and privacy concerns of our customers, and safeguarding customer data is a top priority for us. Here are a few examples of what we do:
- Our customers remain in control of their data and are responsible for determining data access and use.
- Customer data is stored in secure, state-of-the-art data centers with backup systems.
- We implement and maintain appropriate safeguards and security methods designed to prevent unauthorized release or access to your customer data and confidential information.
- Avalara uses independent third parties to perform audits of our security program ensuring we have comprehensive controls protecting your data.
Will Avalara use my security and privacy exhibit?
Avalara's ability to provide a consistent, quality service on a multi-tenant SaaS-basis relies on standardizing our processes. This means we are not able to accommodate customer-specific security and privacy exhibits. We must control our data security and management procedures and adjust them over time to align with evolving technology and the improvements we make to the service.
What about compliance with data privacy laws and managing data subject requests?
- Avalara processes personal data only according to our customers’ instructions. Avalara complies with and facilitates our customers’ compliance with all applicable laws related to data privacy.
- Avalara’s Service Terms include a Data Processing Agreement and CCPA representations. See Section 4 of our Service Terms for more information about data privacy compliance.
- We understand how important it is to properly manage your customers’ personal data requests. You can read about data management here. Please work with your privacy team to determine whether to include Avalara in data subject deletion requests. Deleting tax- related data often impacts legal obligations, such as tax filing, certificate management, and audit.
Effective October 27th 2023 to November 2nd 2023
DownloadTable of Contents
This FAQ provides information about how Avalara sells subscriptions to its services. Please contact your sales representative if you have additional questions. This FAQ is for informational purposes only and does not form a part of a contract.
About Avalara
Avalara makes tax compliance faster, easier, more accurate, and more reliable for 30,000+ business and government customers in over 90 countries. Tax compliance automation software solutions from Avalara leverage 1,200+ signed partner integrations across leading ecommerce, ERP, and other billing systems to power tax calculations, document management, tax return filing, and tax content access. More information at www.avalara.com.
What is SaaS?
Avalara offers Software-as-a-Service (SaaS), which means our services are delivered online rather than as software you download and install. This allows us to seamlessly update and enhance our services, so you don’t need to purchase or download updates.
How do we purchase Avalara’s SaaS offerings and where is the contract?
Your sales representative will send you a sales order to sign that links to Avalara’s online Service Terms.
Which terms apply to our purchase?
In addition to Avalara’s Service Terms, certain Product-Specific Supplemental Terms may apply depending on the service(s) you purchase. For example, if you buy AvaTax, the AvaTax Product-Specific Supplemental Terms will apply. Here’s a guide to locate the applicable Product-Specific Supplemental Terms:
- Check your sales order to see the name of each service you are buying.
- From legal.avalara.com, click on “Product-Specific Supplemental Terms” on the left-hand side. From there, find the name of your service(s) and follow the links to the applicable Product-Specific Supplemental Terms. Any Product-Specific Supplemental Terms for services your company is not buying do not apply to your purchase and can be ignored.
- If you buy Professional Services, that purchase is governed by our Professional Services Terms and Conditions.
Why does Avalara use online terms?
Avalara, like other SaaS vendors, delivers the same service to all our customers. Using online terms ensures that all customers are on the same version of the service and allows us to grow and evolve our business and technology.
How are Avalara’s Service Terms different from other SaaS vendors?
Our Service Terms already contain concessions requested by our customers, so you don’t need to negotiate with us to get the best terms. We pay close attention to customer feedback, and we update the Service Terms annually based on that feedback.
How do we know if the Service Terms get updated?
We typically modify our Service Terms once per year (on January 1) with updates taking effect as customers renew, upgrade, or purchase new services. We provide notice of changes prior to your renewal date, so you can review prior to renewing and contact us with any questions.
Can we make changes to Avalara’s Service Terms?
Because Avalara's Service Terms describe our business processes and risk profile, we cannot accommodate most requests for changes. If you have any questions or concerns about our Service Terms, please give us a list of the primary issues (email is fine). We consistently receive feedback from our customers that our Service Terms are fair, bilateral, and easy to sign.
What about service availability?
We agree to use commercially reasonable efforts to make the services available 24 hours a day, 7 days a week, with certain exceptions.
Can our affiliates use the services we purchase?
Our Service Terms allow our customers to use the services enterprise-wide for any related entities that meet the definition of ”Affiliate” in our Service Terms.
How does Avalara protect customer data and confidential information?
Avalara is sensitive to the data security and privacy concerns of our customers, and safeguarding customer data is a top priority for us. Here are a few examples of what we do:
- Our customers remain in control of their data and are responsible for determining data access and use.
- Customer data is stored in secure, state-of-the-art data centers with backup systems.
- We implement and maintain appropriate safeguards and security methods designed to prevent unauthorized release or access to your customer data and confidential information.
- Avalara uses independent third parties to perform audits of our security program ensuring we have comprehensive controls protecting your data.
Will Avalara use my security and privacy exhibit?
Avalara's ability to provide a consistent, quality service on a multi-tenant SaaS-basis relies on standardizing our processes. This means we are not able to accommodate customer-specific security and privacy exhibits. We must control our data security and management procedures and adjust them over time to align with evolving technology and the improvements we make to the service.
What about compliance with data privacy laws and managing data subject requests?
- Avalara processes personal data only according to our customers’ instructions. Avalara complies with and facilitates our customers’ compliance with all applicable laws related to data privacy.
- Avalara’s Service Terms include a Data Processing Agreement and CCPA representations. See Section 4 of our Service Terms for more information about data privacy compliance.
- We understand how important it is to properly manage your customers’ personal data requests. You can read about data management here. Please work with your privacy team to determine whether to include Avalara in data subject deletion requests. Deleting tax- related data often impacts legal obligations, such as tax filing, certificate management, and audit.
Avalara Service Terms and Conditions
Effective March 15th 2024
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These Avalara Service Terms and Conditions located at https://www.avalara.com/terms (these “Terms”), together with any applicable Order Document(s) and applicable Service-Specific Supplemental Terms (collectively, the “Agreement”), constitute a binding agreement between Avalara (as defined in Section 1), and Customer (each, a “Party”) under which Avalara provides Customer access to Avalara’s Services. Customer accepts and agrees to be bound by the Agreement by executing an Order Document or by using Avalara’s Services.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:
- “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
- “Applicable Laws” means all applicable local, state, provincial, federal, and international laws and regulations.
- “Avalara” means Avalara, Inc., a Washington corporation with offices located at 255 S. King St, #1800, Seattle, WA 98104, except as otherwise indicated here with respect to Avalara services provided by Avalara’s Affiliates.
- “Authorized User” means any Representative or other person or entity acting on Customer’s behalf who is authorized by Customer to use the Services and who has been supplied with access to the Services either by Customer or by Avalara at Customer’s written request.
- “Avalara Technology” means the technology and Intellectual Property used in providing the products and services offered by Avalara, including computer software programs, websites, networks, and equipment. Avalara Technology does not include Third-Party Applications.
- “Content” means any information provided by Avalara through its services, including, for example, tax forms, laws, explanations, answers, matrices, rates, rules, fees, ontologies, taxonomies, decision trees, history and changes, AvaTax codes, tax code mappings, data schemas, reports, 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.
- “Customer” means the legal entity that executes an Order Document or uses the Services.
- “Customer Data” means any information, including Personal Information, uploaded, provided, or made accessible to Avalara’s production or sandbox systems by Customer or Authorized Users (or by Avalara on behalf of Customer) to use the Services.
- “Documentation” means Avalara’s user guides, training manuals, instructions, usage information, and other similar documentation, as updated or revised by Avalara from time to time, that Avalara provides to Customer (i) within the Service or (ii) at https://knowledge.avalara.com (or a successor site that Avalara may designate from time to time).
- “Expenses” means any reasonable, preapproved expenses described in an Order Document or otherwise as being reimbursable to Avalara by Customer, that Avalara actually incurs while providing Customer the Services. Avalara’s reimbursable Expenses include (as applicable) postage fees, wire transfer fees, and other out-of-pocket administrative costs.
- “Intellectual Property” means all trade secrets, Inventions, patents and patent applications, trademarks and service marks (whether registered or unregistered and including any goodwill acquired in such marks), trade names, trade dress, copyrights, moral rights, rights in Inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
- “Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, or discovery, whether or not copyrightable or patentable and whether or not reduced to practice.
- “Order Document” means a Sales Order or other document used to purchase Services or Professional Services from Avalara.
- “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under Applicable Laws.
- “Professional Services” means services supplemental to the Services, including professional consulting services, to be performed for Customer by Avalara’s employees or contractors, as specified in the applicable Order Document. Performance of Professional Services is governed by the Avalara Professional Services Terms and Conditions located at avalara.com/ps-terms.
- “Representative” means a director, officer, employee, consultant, advisor, representative, or agent of the subject party.
- “Sales Order” means Avalara’s sales order form that describes the Services, Professional Services, and support plans ordered by Customer and the fees, certain Expenses, and other specified terms.
- “Service(s)” means the Avalara service offering(s) specified in the applicable Order Document.
- "Service-Specific Supplemental Terms" means additional supplemental terms that apply to certain Services, currently located here.
- “Term” has the meaning provided in Section 6 (Term and Termination) of these Terms.
- “Third-Party Applications” means computer software programs and other technology that are provided or made available to Customer by third parties.
- “VAT” means value-added and indirect tax.
- The Services. Some Services may be subject to additional terms specific to that service as set forth in the Service-Specific Supplemental Terms. By accessing or using a service governed by Service-Specific Supplemental Terms, you also agree to the applicable Service-Specific Supplemental Terms. Service-Specific Supplemental Terms for services that Customer does not purchase or use do not apply to Customer.
- Use of the Services. Avalara delivers “software as a service” and other services on a subscription basis. Avalara grants Customer a nonexclusive, nontransferable, worldwide right to access and use the Service(s) during the Term, solely for Customer’s internal business operations. Avalara reserves all other rights. Customer shall not use any services that are not set forth in an Order Document signed by Customer and accepted by Avalara, except as otherwise provided in the Agreement. If Customer has a sandbox Account, Customer shall use it solely for testing non-production data and for internal business purposes only.
- Customer’s Account. Avalara shall enable an account for Customer to access the Service(s) (“Account”). Customer shall designate a specific person or persons authorized by Customer to manage and support the Account, including the creation of usernames and passwords for Authorized Users. Customer is solely responsible for maintaining the status of its Authorized Users. Customer and its Authorized Users shall maintain the confidentiality of all usernames, passwords, access, and Account information under their control. Except to the extent caused by Avalara’s breach of the Agreement, including its obligations under Section 8 (Confidential Information), Avalara is not responsible for unauthorized access to the Account. Customer shall contact Avalara promptly if (i) Customer reasonably believes that the Account has been compromised, including any loss, theft, or unauthorized access, use, or disclosure of Account information or (ii) Customer becomes aware of any other breach of security in relation to Customer’s Account information or the Services that may have occurred or is reasonably likely to occur.
- Avalara’s Responsibilities. Avalara shall: (i) provide status updates at status.avalara.com or an equivalent replacement site; (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (1) planned downtime (scheduled with at least 7 days’ notice and at a time intended to minimize impact to Avalara customers) and (2) any unavailability caused by circumstances beyond Avalara’s reasonable control, including internet service provider failures or delays or denial of service attacks against which Avalara maintains commercially reasonable prevention controls; (iii) provide its standard support for the Services to Customer at no additional charge, or upgraded support if purchased separately; and (iv) conduct its business in compliance with Applicable Laws.
- Customer’s Responsibilities. Customer (i) shall ensure the accuracy and completeness of Customer’s initial and ongoing configuration and setup of the Services; (ii) shall ensure that the Services are compatible with Customer’s business and systems requirements; (iii) shall ensure the accuracy, quality, legality, completeness, and integrity of the Customer Data provided by Customer and the means by which Customer acquired it; (iv) shall ensure the information Customer provides in connection with the Services, such as billing information and purchase orders, is current, accurate, and complete; and (v) is responsible for the provision, maintenance, and use of Customer’s hardware, network, internet connectivity, and software. Customer shall comply with the Acceptable Use Policy available at https://www.avalara.com/legal/acceptable-use, with all Documentation, and with all Applicable Laws. Customer shall ensure that the Authorized Users and Representatives of Customer (and, if Customer enables its Affiliates to use the Services, its Affiliates, their Authorized Users, and their Representatives) comply with all of Customer’s obligations under the Agreement, and Customer shall be responsible for their acts and omissions relating to the Agreement as though they were those of Customer.
- Customer Affiliates. Customer may enable its Affiliates to use the Services. Unless Avalara accepts an Order Document from an Affiliate or otherwise agrees in writing, all use of the Services by Customer’s Affiliates will be under Customer’s Account, Avalara will invoice Customer and not its Affiliates for the Services, and Customer shall pay all invoices to Avalara. When an Affiliate of Customer uses the Services, all references to “Customer” in the Agreement relating to access or use of, or restrictions or limitations on access or use of, the Services refer to the Affiliate. Among Customer and its Affiliates, only an entity specified on an Order Document may (i) take any action to enforce such entity’s rights and obligations arising from the Agreement, or (ii) request technical support for such entity with respect to the Services.
- Avalara Affiliates. Avalara may perform the Services itself or through any of its Affiliates. When an Affiliate of Avalara provides the Services, all applicable references to “Avalara” in the Agreement relating to provision of the Services refer to such Affiliate. Avalara is responsible for its Affiliates’ compliance with the terms of the Agreement, and Avalara shall be responsible for their acts and omissions relating to the Agreement as though they were those of Avalara. Avalara or its Affiliate may invoice Customer for the Services, and Customer shall pay all invoices to the Avalara Affiliate that issued the invoice. Customer and its Affiliates shall bring any claims it or they may have solely against Avalara and not against any Avalara Affiliate providing or invoicing for the Service.
- Subcontractors. Avalara may use subcontractors to facilitate its obligations under the Agreement, and Avalara shall be responsible for the acts and omissions of such subcontractors relating to the Agreement as though they were those of Avalara.
- Restrictions. Customer shall use the Services only as set forth in the Agreement and the Documentation, and not for the benefit of any third party. Customer shall not (i) reverse assemble, reverse engineer, decompile, or attempt to derive source code from Avalara’s services, Content, or Avalara Technology; (ii) reproduce, modify, create, or prepare derivative works of Avalara’s services, Content, Avalara Technology, or Documentation; (iii) distribute or display Avalara’s services, Content, Avalara Technology, or Documentation other than to Authorized Users; (iv) share, sell, rent, lease, or otherwise distribute access to Avalara’s services (except with respect to Customer’s Affiliates as expressly provided in Section 2(e)) or use Avalara’s services to operate any timesharing, service bureau, or similar business; (v) alter, destroy, or otherwise remove any proprietary notices within Content, Avalara Technology, or Documentation; or (vi) disclose the results of any benchmark tests to any third parties without Avalara’s prior written consent.
- Unsupported APIs and Third-Party Application Integrations. Avalara may, in accordance with Section 9(b)(i)(2) (Avalara’s Warranties) of these Terms, cease supporting older APIs and functionality with respect to specific Third-Party Applications at the date specified in the Documentation. Disclosure in the Documentation shall constitute notice. In such case, the following shall not apply to Customer's continued use of such API or functionality beyond such date: (i) the support obligations contained in Section 2(c)(iii) (Avalara’s Responsibilities), (ii) the warranty obligations contained in Section 9(b)(i) (Avalara’s Warranties), and (iii) any support or warranty obligations or any timeliness or accuracy guarantees set forth in any applicable Service-Specific Supplemental Terms.
- Proprietary Rights.
- Avalara’s Intellectual Property. Avalara and Avalara’s licensors retain and own all right, title, and interest in Avalara’s services, Content, Avalara Technology, the Documentation, Avalara’s Confidential Information, and all enhancements or improvements to, or derivative works of, the foregoing, including any Intellectual Property rights therein. Nothing in the Agreement transfers or conveys to Customer any ownership interest in Avalara’s Intellectual Property.
- Suggestions. If Customer provides Avalara with any suggested improvements to the Services, that suggestion 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 suggested improvements.
- Customer’s Intellectual Property. Customer retains all ownership rights in Customer Data and Customer’s Confidential Information, including any Intellectual Property rights therein. Nothing in the Agreement transfers or conveys to Avalara any ownership interest in or to the Customer Data or Customer’s Confidential Information, provided that Avalara has the right to create Aggregate Data (as defined in Section 4(b) (Aggregate Data)) and owns all right, title, and interest in Aggregate Data both during and after the term of the Agreement. Customer shall ensure that it has all necessary rights and permissions required by Applicable Laws to use and permit the use of Customer Data in accordance with the Agreement.
- Privacy and Security.
- Use of Customer Data. Avalara may retain, use, and disclose Customer Data solely (i) to provide the Services; (ii) to provide customer support; and (iii) to comply with Applicable Laws. Customer Data and Customer’s Confidential Information do not include Personal Information relating to an employee or other authorized Representative of Customer that is collected or received by Avalara in connection with the procurement or use of, or payment for, the Services (for example, the names and email addresses of Customer’s account representatives and accounting personnel). Avalara’s use of Personal Information of such an employee or other Representative is governed by the Avalara Privacy Policy available at https://www.avalara.com/privacy-policy, which describes how to manage individual communication preferences. Each Party shall be responsible for informing its own Representatives of the processing of their Personal Information as provided in the Agreement.
- Aggregate Data. Avalara may create, generate, and use Aggregate Data for any lawful purpose. “Aggregate Data” means de-identified and anonymized sets of data derived from the data of multiple Avalara customers (including Customer Data) for the purpose of expressing that information in summary form (for example, price index numbers are aggregated, in contrast to the price of a single commodity). Aggregate Data does not include any Personal Information relating to Customer, Authorized Users, Customer’s clients or customers, or other information that could reasonably identify a natural person or Customer. Avalara will not re-identify and de-anonymize any Aggregate Data.
- Protection of Customer Data, Personal Information, and Confidential Information. Each Party is responsible for complying with Applicable Laws, including applicable data protection legal requirements, for the purposes of the Agreement. Avalara shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access, destruction, modification, or disclosure of Customer Data, Confidential Information, or Personal Information. Avalara may occasionally update, upgrade, change, or add safeguards and security methods as warranted in Avalara’s sole discretion, and Avalara will provide notice if Customer needs to take action to facilitate continued interaction with the Services. Avalara shall implement processes and maintain procedures designed to comply with Applicable Laws and shall facilitate Customer’s compliance with its obligations for data security and response to individual data subject requests with respect to Personal Information in Avalara’s possession or control, to the extent that Customer is required to comply with any existing or newly enacted Applicable Laws regarding privacy including, for example, the General Data Protection Regulation (GDPR) or the California Privacy Rights Act (CPRA); and any amendments and successors to the foregoing. The Agreement and the Documentation are Customer’s instructions for processing Customer Data, and Avalara shall not process Customer Data for any other purpose. Avalara shall use commercially reasonable measures to ensure that any Avalara subcontractors implement and comply with reasonable security measures in handling any Customer Data, Personal Information, or Customer’s Confidential Information.
- Data Processing Agreement. The Parties agree to comply with the Avalara Services Data Processing Agreement, which is incorporated by this reference and is located at https://www.avalara.com/GDPR-DPA (the “DPA”).
- Notices. Avalara shall notify Customer without undue delay in accordance with Applicable Laws of unauthorized access, use, or disclosure of any Customer Data or Customer’s Confidential Information under Avalara’s control. Avalara shall provide Customer with information regarding such incident as required by Applicable Laws or as reasonably requested by Customer to enable Customer to comply with its obligations under Applicable Laws. Avalara shall use commercially reasonable efforts to: (i) identify the cause of the incident and (ii) remediate the cause of the incident within Avalara’s systems, to the extent such remediation is within Avalara’s reasonable control.
- Service Suspension and Disputes.
- Generally. As reasonably practicable under the circumstances, Avalara shall endeavor to resolve together with Customer any circumstance that may give rise to Avalara’s suspension rights, which include, for example, the following: (i) a material risk caused by Customer, its Affiliates, or its or their Authorized Users or Representatives to the security or performance of the Services, the network, Customer, or any other Avalara customer or business partner; (ii) use of the Services in violation of the Agreement; or (iii) Customer is delinquent in its payment obligations for any undisputed amounts. In the case of payment delinquency, Avalara shall notify Customer (including by phone or email to Customer’s business contact) at least 10 days before suspending the applicable Service. For any other suspension, other than with respect to sandbox Accounts, Avalara shall make a good faith effort to contact and provide notice to Customer (including by phone or email to Customer’s business contact) in advance. Payment of undisputed amounts will be considered delinquent if not received within 15 days following the due date set forth on an invoice. Avalara acknowledges that suspending Customer’s right to access or use the Services is a significant action, and therefore Avalara shall not exercise this remedy except in good faith and as necessary to resolve the issue giving rise to Avalara’s right to suspend the Services. Avalara shall also pursue other less drastic measures it deems appropriate, including collaborating with Customer to isolate the issue and escalating unresolved issues to senior management of Customer and Avalara. Avalara shall not destroy or overwrite any Customer Data during the suspension period.
- Effect of Suspension. If Avalara suspends Customer’s ability to access the Services, (i) Customer remains responsible for all fees and charges for suspended Services and for other Services to which Customer continues to have access, if any; and (ii) Customer will not be entitled to any compensation or credits for any period of suspension, unless suspension was due to Avalara’s error or omission. For a suspension of Customer’s AvaTax Account for delinquent payment, the Service will continue to return real-time tax calculation results.
- Payment Disputes. Customer must assert any payment dispute in writing to Avalara according to the instructions in the Documentation within 15 days after the due date of the invoice giving rise to the dispute. Avalara shall not exercise its suspension or termination rights or apply interest on late payments if Customer disputes the applicable charges reasonably and in good faith and provides reasonable cooperation to resolve the dispute.
- Term and Termination.
- Agreement Term. The term of the Agreement (the “Term”) begins on the Effective Date of the Initial Subscription Term for the first Service purchased and ends on the date of termination or expiration of the final Subscription Term.
- Subscription Terms. Customer may purchase subscriptions to one or more Services during the Term. The effective period (usually one year) of each subscription is a “Subscription Term” and, depending on the timing and agreed terms of the applicable Order Documents, those subscriptions may have different Subscription Terms. Each Initial Subscription Term begins on an “Effective Date,” which is either (1) the date Avalara enters Customer’s Order Document into Avalara’s billing system or (2) an alternate date mutually agreed by the Parties in writing.
- Initial Subscription Term. Customer’s initial Subscription Term for a Service (the “Initial Subscription Term”) is one year, which begins on the Effective Date and ends on the first anniversary of the Effective Date, unless the Order Document specifies a different period.
- Automatic Renewal. At the end of the then-current Subscription Term, each subscription to a Service will automatically renew for an additional one-year period (a “Renewal Subscription Term”) unless (1) Customer provides written notice of non-renewal to Avalara on or before the expiration date of the then-current Subscription Term, or (2) Avalara provides written notice of non-renewal to Customer at least 90 days before such expiration date. Customer must submit notice of non-renewal to Avalara in accordance with the instructions provided in the Documentation. Unless another payment method has been specified, Avalara will charge Customer’s payment information on file for the Service fees for the Renewal Subscription Term.
- Subscription to Upgraded or Additional Services. If Customer upgrades any of Customer’s Service subscriptions during a Subscription Term, then the Subscription Term for the upgraded Service will be coterminous with the current Subscription Term. In the event of any upgrade, Avalara will charge Customer’s payment information on file, unless another payment method is agreed, for the then-current applicable upgrade fee plus an amount equal to the difference between the then-current Service fee and the upgraded Service fee. If Customer subscribes to an additional Service, the Subscription Term for that Service will begin on the Effective Date for that Service and Customer will be separately charged for the applicable activation and annual Service subscription fee for the additional Service. If Customer upgrades the tier of Service purchased, renews a Service, or purchases an additional Service (excluding automatic upgrades), then all Services to which Customer subscribes under these Terms will be subject to the then-current Terms and applicable Service-Specific Supplemental Terms.
- Termination for Breach or Cause. Either Party may terminate the Agreement or any affected Service by notice to the other Party (i) if the other Party materially breaches its obligations under the Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of written notice of breach; or (ii) upon the other Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing. Material breach by Customer includes the following by way of example and not limitation: (1) Customer is unable to resolve any material issue leading to suspension of Customer’s Services as a result of the acts or omissions of Customer, its Affiliates, or its or their Authorized Users or Representatives within 30 days following notice of suspension; (2) Customer’s use of the Services in violation of Applicable Laws; (3) if Customer purchases a returns Service and fails to fund its tax liabilities within the specified deadlines; or (4) adverse Customer due diligence.
- Consequences of Termination for Breach. If Customer terminates the Agreement or any Service as a result of Avalara’s material breach, then Avalara shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term of the terminated Service (excluding any activation or other one-time fees); provided, however, that if Customer was unable to use the Service as a result of Avalara’s material breach, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service (or the date of Customer’s written notice of breach, if later). If Avalara terminates the Agreement or any Service due to Customer’s material breach, Avalara shall not refund any amounts to Customer.
- General Effects of Termination. Upon any termination of the Agreement: (i) all of Customer’s rights under the Agreement immediately terminate (with the exception of those surviving termination, as described below); (ii) except as set forth in Section 6(e) (Consequences of Termination for Breach), Customer remains liable for all fees, charges, Expenses, and any other obligations Customer has incurred during the Subscription Term; and (iii) Avalara shall destroy or overwrite Customer Data and Customer’s Confidential Information as provided in Section 6(h) (Deletion of Data). All provisions that by their nature should survive termination of this Agreement will do so (including, by way of example and not limitation, payment obligations, indemnification and defense obligations, and duties of confidentiality).
- Return of Customer Data. Upon receipt of a request to return Customer Data at any time up to 60 days after termination of the Agreement or the applicable Service, Avalara shall either (i) provide Customer with limited access to the Service, at no additional cost and subject to the obligations and restrictions of these Terms, solely for the purpose of retrieving Customer Data; or (ii) provide an export file of Customer Data stored on Avalara’s systems in a commonly used format reasonably determined by Avalara and subject to Avalara’s standard fees for such export. Avalara may, but has no obligation to, maintain or return Customer Data more than 60 days after termination of the Agreement.
- Deletion of Data.
- At Customer’s Request. Upon Customer’s request at any time during the Subscription Term for a Service or up to 60 days after termination of the Subscription Term, Avalara shall promptly destroy or overwrite Customer Data for such Service or Customer’s Confidential Information, other than Customer Data or Customer Confidential Information or Personal Information contained in automatic computer backups or historical archives or that must be retained to fulfill obligations under the Agreement for regulatory, legal, or audit purposes, or for compliance with Avalara’s data retention policies. If Customer requests Avalara permanently destroy or overwrite Customer Data, Customer releases Avalara from any claims or liability relating to that Customer Data, including, without limitation, any accuracy guarantee, warranty, or indemnification.
- Upon Termination. If Customer does not request deletion of its Customer Data or Customer’s Confidential Information, Avalara will destroy or overwrite such data and information in accordance with Avalara’s document retention policies and standard backup and archival procedures, after the data or information is no longer reasonably necessary to fulfill obligations under the Agreement or for regulatory, legal, or audit compliance.
- Fees and Taxes.
- Fees. Customer shall pay all fees specified in each Order Document and applicable Expenses. Customer will be invoiced based on the Order Document, including, if applicable, for usage-based fees. Except as otherwise specified in the Agreement: (i) amounts are quoted and payable in the currency specified on the Order Document; and (ii) payment obligations are non-cancelable and fees and Expenses paid are non-refundable. Unused one-time Services will expire 12 months from the date of order, and Customer will not be entitled to receive a refund for any fees prepaid for such expired one-time Services. Unless otherwise agreed in writing, Avalara will automatically charge Customer’s payment information on file for any renewals, upgrades, overage fees (if applicable), and additional Services purchased. Customers not enrolled in Avalara’s automatic payment program, when applicable, will be assessed a non-refundable opt-out convenience fee.
- Automatic Upgrades and Overages. If Customer’s Service fees include a usage tier, Customers may choose one of two options if Customer exceeds the usage tier for the applicable Service set forth in the Order Document: either payment of an overage charge or automatic upgrade to the next subscription tier. At any time prior to exceeding the applicable usage tier, Customer may change the selected option. The default choice is the automatic upgrade option. Overage fees for the Initial Subscription Term will be charged at the rate specified in the Order Document, and in any Renewal Subscription Term, Avalara’s then-current overage rates will apply.
- Subscription Plans. Customer’s subscription plan for the Service is specified in the applicable Order Document. Customer may not reduce Customer’s commitment under the Service subscription plan specified in the Order Document during the Subscription Term. Customer is not entitled to any refund of fees paid or relief from fees due if the volume of Service Customer actually uses is less than the volume Customer ordered, and Customer may not carry over any unused volume to Customer’s next Subscription Term. If Customer wishes to reduce the volume of a Service subscription plan, then Customer must notify Avalara before the start of the next Renewal Subscription Term for the applicable Service, and the reduction will be effective at the start of that next Renewal Subscription Term.
- Taxes. Customer is responsible for any applicable sales, use, excise, value-added, or similar taxes, levies, or duties payable with respect to Customer’s order of Services assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in any Order Document, all fees, rates, and estimates exclude such taxes, levies, and duties. Avalara is responsible only for taxes based upon Avalara’s net income, assets, payroll, property, and employees.
- Annual Increases. Unless otherwise agreed in writing, Avalara may increase Service fees for each Renewal Subscription Term. In order for price increases to be effective, Avalara must notify Customer 30 days prior to the Renewal Subscription Term. Such notice may be in the form of an invoice or any other form of notice used by Avalara to communicate with Customer. If Customer objects to the increase, Customer may elect to not renew its order of Services. Customer acknowledges that the following do not constitute fee increases: (i) additional fees for any upgrade or any additional Service that Customer orders; (ii) overage fees for usage in excess of Customer’s usage tier; and (iii) expiration of any discount or incentive programs to which Customer was previously entitled.
- Confidential Information.
- Confidential Information. “Confidential Information” means information designated by a Party or a Party’s Affiliate as confidential, or given the circumstances, would reasonably be understood by the Recipient to be confidential, and that is disclosed by a Party, its Affiliates, or their respective Representatives (the “Discloser”) to the other Party, its Affiliates, or their respective Representatives (the “Recipient”), regardless of the form of disclosure. Confidential Information includes, with respect to Avalara and its Affiliates, the Avalara Technology and non-public Documentation, and with respect to Customer and its Affiliates, all Customer Data, and with respect to both the Discloser and Recipient, the non-public terms of the Agreement and all non-public information relating to business plans, customers and customer lists, data, designs (whether actual, contemplated, experimental, or planned), financial information, forecasts, Inventions, know-how, methods, market analysis, pricing, products (whether actual, contemplated, experimental, or planned), prerelease offerings, research and development, security policies and processes, source and object code, and strategies of the Discloser.
- Exclusions. Confidential Information does not include information that the Recipient can establish: (i) (except with respect to Personal Information) is or becomes generally known to the public without the Recipient’s breach of any obligation owed to the Discloser; (ii) has been rightfully received by the Recipient from a third party without confidentiality restrictions; (iii) is known to the Recipient without any restriction as to use or disclosure prior to first receipt by the Recipient from the Discloser; or (iv) has been independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
- Disclosures Required by Law. If any Applicable Laws or judicial or administrative order requires the Recipient to disclose any of the Discloser’s Confidential Information, the Recipient shall (if legally permitted) promptly notify the Discloser in writing prior to making any such disclosure, in order to facilitate the Discloser’s efforts to protect its Confidential Information. Following such notification, the Recipient shall cooperate with the Discloser, at the Discloser’s reasonable expense, in seeking and obtaining protection for the Discloser’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Discloser, the Recipient is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the Recipient may disclose only that portion of the Confidential Information that is legally required to be disclosed, and the Recipient shall exercise its best efforts to preserve the confidentiality of the remaining Confidential Information.
- Restrictions on Use and Disclosure. The Recipient shall use Confidential Information of the Discloser solely to fulfill its obligations under the Agreement, to comply with Applicable Laws, to discuss potential business opportunities between the Parties, or as otherwise permitted under the Agreement. Subject to the permitted disclosures set forth in Section 8(c) (Disclosures Required by Law), the Recipient shall hold Confidential Information in strict confidence and shall not disclose or authorize the disclosure of Confidential Information to third parties except as otherwise permitted by the Agreement. The Recipient may disclose Confidential Information to a Representative or service provider on the condition that the Recipient: (i) ensures that such Representative or service provider is bound by a written agreement or other legally binding obligation of confidentiality and restricted use at least as protective as these Terms and (ii) is fully responsible for such Representative’s or service provider’s use and disclosure of the Confidential Information and its compliance with the obligations of the Recipient under this Section 8(d) (Restrictions on Use and Disclosure). The Recipient shall protect Confidential Information of the Discloser from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature and shall not reverse engineer, decompile, or disassemble any such Confidential Information. All rights and obligations regarding Confidential Information (including Customer Data) will survive and remain subject to the confidentiality provisions of this Agreement for as long as the Confidential Information is retained or until it no longer meets the definition of Confidential Information.
- Return of Confidential Information. Avalara shall destroy, overwrite, or return Customer’s Confidential Information as provided in Section 6(g) (Return of Customer Data) or Section 6(h) (Deletion of Data), as applicable.
- Warranties.
- Mutual Warranties. Each Party represents and warrants to the other Party that (i) it has the authority to enter into and perform its obligations under the Agreement; (ii) the Agreement does not conflict with any other agreement entered into by it; (iii) it does not conduct business for any unlawful purpose; and (iv) it and its Representatives are not on and have not been on the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons; Her Majesty’s Treasury, Asset Freezing Unit’s Consolidated List of Financial Sanctions Targets; the European Union’s consolidated list of persons, groups, and entities subject to EU financial sanctions; or any similar list of embargoed or blocked persons applicable to persons or entities in the jurisdiction of such Party’s domicile or use of the Services.
- Avalara’s Warranties. Avalara offers the following warranties for the Services:
- Avalara warrants to Customer that: (1) the Services Avalara provides to Customer will perform in all material respects in accordance with its applicable, then-current Documentation; (2) subject to Section 4(c), Avalara will not materially reduce a Service or its features or functionality during a Subscription Term (provided, however, that Avalara may do so to comply with Applicable Laws or upon expiration of a Subscription Term with at least 90 days’ written notice to Customer); and (3) Avalara will use commercially reasonable efforts, using then-current versions of commercially available antivirus software, to ensure that the Avalara Technology provided to Customer contains no computer virus, Trojan horse, worm, or other similar malicious code. Avalara does not warrant that the Avalara Technology is free from all bugs, errors, or omissions.
- If Avalara fails to conform to any of the warranties in this Section 9(b) (Avalara’s Warranties) and Avalara does not render the Avalara Technology conforming within 30 days of Customer’s written notice to Avalara of the nonconformance, then, as Customer’s sole and exclusive remedy for any nonconformance, Customer may immediately terminate its subscription for the affected Service upon notice to Avalara, and Avalara shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term of the terminated Service (excluding any activation or other one-time fees). The refund will be calculated from the date that Customer notifies Avalara of the nonconformance.
- To the extent the Service, systems, or software have been modified, except where such modifications have been made at the direction of Avalara, the following shall not apply: (i) the warranty obligations contained in this Section 9(b) (Avalara’s Warranties), (ii) the support obligations contained in Section 2(c)(iii) (Avalara’s Responsibilities), and (iii) any support or warranty obligations or any timeliness or accuracy guarantees set forth in any applicable Service-Specific Supplemental Terms.
- For the sake of clarity, any Content warranties, including for incorrect tax calculation or determination results or any other error in accuracy or timeliness of any Service, are set forth in the Service-Specific Supplemental Terms for the applicable Service (such as the Accuracy Guarantee in the AvaTax Supplemental Terms) and not by this Section 9(b) (Avalara’s Warranties). The warranties in the Agreement are for Customer’s sole benefit, and do not extend to any other person or entity.
- Disclaimer of Implied Warranties. Except as expressly provided in the Agreement, the Services are provided on an “as-is” and “as available” basis, and neither Party makes any warranties of any kind, whether express, implied, statutory, or otherwise, and each Party specifically disclaims all implied warranties, including the implied warranties of merchantability and fitness for a particular purpose, to the maximum extent permitted by Applicable Laws.
- Indemnification.
- Indemnification by Avalara. Avalara shall indemnify and defend Customer and Customer’s directors, officers, employees, and Affiliates against any Losses incurred as a result of a third-party demand, claim, or action that (1) the use of the Service in accordance with the Agreement infringes a copyright, registered trademark, issued patent, or other Intellectual Property right of such third party (an “Infringement”); (2) results from Avalara’s breach of its obligations under the Agreement; or (3) results from Avalara’s violation of Applicable Laws. “Loss” means any liability, loss, settlement payment (including any settlement the Indemnitee agrees to pay, as long as it is in a written settlement approved by the Indemnitor in writing), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges.
- If the Service is subject to a claim of Infringement and as a result, Customer’s use of the Service is enjoined, then Avalara shall, at no cost to Customer, procure for Customer the right to continue using the Service or replace it with non-infringing or modified Services of materially equivalent functionality.
- If none of the above options are available on terms that are commercially reasonable for Avalara, then Avalara may terminate Customer’s right to access and use the Services that require the infringing Service, in which case Avalara shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term for the terminated Service(s) (excluding any activation or other one-time fees) provided, however, that if Customer was unable to use the Service as a result of the Infringement, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service.
- Avalara has no obligation with respect to any actual or alleged Infringement to the extent that the Infringement is caused or alleged to be caused by (1) Customer Data; (2) use or modification of the Services other than by Avalara or other than as specified in the Documentation or the Agreement; or (3) combination of the Service with any products, software, services, data, or other materials not provided by Avalara or approved by Avalara in writing, if the Infringement would not have occurred but for such combination.
- Indemnification by Customer. Customer shall indemnify and defend Avalara and its Affiliates and their respective directors, officers, and employees against Losses incurred as a result of a third-party demand, claim, or action that (1) Customer’s use of the Service in breach of the Agreement infringes the Intellectual Property rights of a third party; (2) results from Customer’s breach of its obligations under the Agreement; or (3) results from Customer’s violation of Applicable Laws.
- Process. The obligations of a Party (“Indemnitor”) to defend or indemnify the other (“Indemnitee”) under this Section 10 (Indemnification) are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing of any claim or action within the scope of the Indemnitor’s defense or indemnity obligations set forth in the Agreement, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice; (ii) the Indemnitor must be given exclusive control of the defense of such claim and all negotiations relating to its settlement, except that the Indemnitor may not, without Indemnitee’s approval, (A) make any admissions on the Indemnitee’s behalf or (B) settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability; and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim, at the Indemnitor’s expense. The Indemnitee may participate in the defense of the claim at its sole cost and expense.
- Exclusive Remedy. This Section 10 (Indemnification) states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to Infringement and any other type of third-party claim or action described in this Section. This Section does not apply to any direct claims between the Parties. For the sake of clarity, this Section does not cover any claims based on any error in accuracy or timeliness of any Service, including, for example, any tax calculation or determination, tax return, filing, or compliance document. Such claims are governed exclusively by, and limited by, the warranties in the Terms or the warranties or guarantees set forth in the applicable Service-Specific Supplemental Terms, if any.
- Indemnification by Avalara. Avalara shall indemnify and defend Customer and Customer’s directors, officers, employees, and Affiliates against any Losses incurred as a result of a third-party demand, claim, or action that (1) the use of the Service in accordance with the Agreement infringes a copyright, registered trademark, issued patent, or other Intellectual Property right of such third party (an “Infringement”); (2) results from Avalara’s breach of its obligations under the Agreement; or (3) results from Avalara’s violation of Applicable Laws. “Loss” means any liability, loss, settlement payment (including any settlement the Indemnitee agrees to pay, as long as it is in a written settlement approved by the Indemnitor in writing), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges.
- Modifications.
- Modification Notice. Subject to the restrictions in this Section 11 (Modifications), Avalara may modify these Terms, the Acceptable Use Policy, the Data Processing Addendum, or any Service-Specific Supplemental Terms. If Avalara modifies these Terms, the Acceptable Use Policy, or any Service-Specific Supplemental Terms, it shall provide prior written notice (“Modification Notice”) to Customer of such modifications at least 30 days prior to the effectiveness of the modifications. Avalara is not required to provide prior notice if modifications are necessary to comply with Applicable Laws but in such case shall use commercially reasonable efforts to provide prior notice when practicable. Avalara may update the list of services in the Service-Specific Supplemental Terms without providing prior notice.
- Renewal Modification Notice. If the Modification Notice states that the modifications will become effective upon commencement of a Renewal Subscription Term, then the modifications will become effective for each Service affected by the changes upon renewal of such Service. Customer may avoid the applicability of the changes only by canceling the renewal of Customer’s subscription prior to commencement of the Renewal Subscription Term.
- Mid-Term Modification Notice. If the Modification Notice states that the modifications will become effective during the then-current Subscription Term, and the modifications materially and adversely affect Customer, then Customer may terminate Customer’s subscription to the affected Service by providing written notice to Avalara at any time within the 30-day period following the date of the Modification Notice. Customer’s termination will become effective on the later to occur of (i) the date on which Customer delivers a timely termination notice or (ii) the date on which the applicable modifications become effective, provided that, upon written request by Customer, Avalara shall continue to provide such Service to Customer as needed to manage a reasonable transition to another vendor, not to exceed 60 days, and at Avalara’s then-current rates for the affected Service. If Customer terminates a Service subscription pursuant to this Section 11(c) (Mid-Term Modification Notice), then Avalara shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term for the terminated Service (excluding any activation or other one-time fees).
- General. If Customer does not terminate the affected Service subscription as specified in this Section 11 (Modifications), then Customer will be bound by the modified terms beginning upon the effective date set forth in the Modification Notice.
- Exclusion of Certain Claims; Limitation of Liability.
- Exclusion of Certain Claims. In no event shall either Party be liable to the other Party or any other party for cost of cover or any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill or investments, use of money or facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages and even if such damages are reasonably foreseeable. The previous sentence will not apply to instances of gross negligence or willful misconduct, to a Party’s breach of its privacy, security, and confidentiality obligations set forth in Section 4 (Privacy and Security) and Section 8 (Confidential Information), to a Party’s indemnification obligations, or to any infringement or misappropriation by a Party of any Intellectual Property rights of the other Party.
- Limitation of Liability. In no event shall a Party’s aggregate liability to the other Party exceed the fees paid or payable by Customer to Avalara under the Agreement in the 12-month period immediately preceding the event giving rise to the claim. The previous sentence does not apply to instances of gross negligence or willful misconduct, to a Party’s indemnification obligations, to Customer’s obligations to pay fees and Expenses when due and payable, to noncompliance with the Acceptable Use Policy by Customer, Customer Affiliates or its or their Authorized Users or Representatives, or to any infringement or misappropriation by a Party of any Intellectual Property rights of the other Party.
- Limitation of Claims. Except with respect to claims of infringement or misappropriation of Intellectual Property of the other Party, a Party’s breach of its confidentiality obligations set forth in Section 8 (Confidential Information), or Customer’s failure to pay amounts due under the Agreement, neither Party may bring any claim relating to the Agreement more than two years after the events giving rise to the claim occurred.
- General. These exclusions and limitations apply even if the remedies are insufficient to cover all of the losses or damages of such Party, its Affiliates or, in the case of Customer, Authorized Users. Without these limitations, the fees for the Service(s) would be significantly higher. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply, and the Parties may have additional rights.
- Miscellaneous.
- Anti-Corruption Laws. Each Party shall at all times comply with all applicable anti-corruption laws, including, to the extent applicable, (1) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and (2) the UK Bribery Act 2010.
- Relationship of the Parties; No Professional Tax Opinions or Legal Advice. The Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the Parties. Distributors (as defined in Section 14 (Purchase Through Distributors) below) and Avalara’s other business partners are independent of Avalara and are not Avalara’s agents. Customer acknowledges and agrees that Avalara does not provide legal advice, including legal or professional tax opinions or management advice. Customer is responsible for its own tax policies and tax reporting positions taken. Customer is responsible for conducting its own due diligence and seeking the assistance of a qualified legal, tax, or accounting professional.
- Third-Party Applications. Avalara is not responsible for and does not in any way endorse any Third-Party Applications or websites linked to by Avalara’s website or the Services.
- Publicity. Neither Party shall issue any public statement regarding the Agreement without the other Party’s prior written consent. Unless a Party has specifically notified the other Party to the contrary in writing, either Party may use the name or logo of the other Party or its Affiliates to identify such other party as a customer or vendor (as the case may be) in accordance with that Party’s provided marketing guidelines.
- Other Technology or Services; No Audit Support. Customer acknowledges and agrees that Customer has not relied on any future availability of any service offerings, technology, or additional, enhanced or updated features or functionality, and that the Services do not include any audit support (unless otherwise specified in an Order Document).
- Governing Law; Jurisdiction and Venue. The Agreement and all matters in connection with the Agreement will be governed by laws of the state of New York, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. For any claims or causes of action arising out of the Agreement, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in New York County, New York.
- Equitable Relief. Each Party acknowledges that damages may be an inadequate remedy if it or its Affiliates or its or their Representatives (or, in the case of Customer, Authorized Users) violates the obligations under the Agreement, and each Party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
- Force Majeure. Neither Party shall be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war. A Party seeking relief from performance under this Section 13(h) (Force Majeure) must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, either Party may, in its discretion, terminate the affected Service. Such termination will not result in any liability by either Party, except that, if Customer terminates the affected Service for Avalara’s failure, Avalara shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term of the terminated Service (excluding any activation or other one-time fees). If Customer was unable to use the Service as a result of the force majeure event, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service.
- Notices. Avalara shall communicate announcements of general interest by email or by posting on its website or on Customer’s console. Avalara shall provide Customer with legal notices in writing by email, mail, or courier to the address provided by Customer. Customer shall immediately notify Avalara if Customer’s address for notice changes. Except as otherwise specified in the Agreement, all notices to Avalara must be in writing and sent as follows:
- Successors and Assigns. Either Party may assign the Agreement without the other Party’s consent to an entity that acquires all or substantially all of the assets of or that is an Affiliate of the assigning Party, provided that (i) the assigning Party must provide notice to the other Party of the assignment, (ii) the assignee must agree in writing to be bound by the Agreement, and (iii) the non-assigning Party may prohibit assignment to a competitor of the non-assigning Party or to an entity operating a business in violation of Applicable Laws. Except as provided above, neither Party may assign its rights or obligations under the Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed, and any attempt to so assign the Agreement will be null and void. The Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.Account notices (for example, name or address changes)
Send to Customer Account Manager Notices of non-renewalSend in accordance with instructions provided in the Documentation (see Section 6(b)(ii) (Term and Termination))Legal noticesSend to legal@avalara.com - Severability. If any provision of the Agreement is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the Agreement will remain in full force and effect.
- Waiver. No waiver of any provision of the Agreement, nor any consent by a Party to the breach of or departure from any provision of the Agreement, will in any event be binding on or effective against such Party unless it is in writing and signed by such Party, and then the waiver or consent will be effective only in the specific instance and for the purpose for which given.
- No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies to any third party, including clients of Customer.
- Entire Agreement. The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto. Except as specified in Section 11 (Modifications), the Agreement may not be modified or amended except by a written instrument executed by both Parties. Customer’s standard terms of purchase or vendor management terms (including purchase order terms or click-through terms), if any, are inapplicable. Except to the extent expressly specified otherwise, if there is any conflict between these Terms and any of the other Agreement documents, then the following order of precedence applies: (i) any addendum between the Parties, (ii) the Order Document, (iii) the Service-Specific Supplemental Terms, as applicable, and (iv) these Terms.
- Purchase Through Distributors. This Section 14 (Purchase Through Distributors) only applies to Customers who have purchased a Service through a Distributor. “Distributor” means an entity that Avalara has authorized as a distributor or reseller of the Services. For the sake of clarity, this Section 14 (Purchase Through Distributors) does not apply if Customer did not purchase a Service through a Distributor.
- Distributors. “Distributor Agreement” means the order, agreement or other document between Customer and a Distributor for Customer’s purchase or other acquisition of Services. Additional terms that apply to Customer’s use of the Services when obtained from a Distributor are set forth in this Section 14 (Purchase Through Distributors). In the event of any conflict between the provisions of the Agreement and the Distributor Agreement, then the provisions of the Agreement prevail. If a Distributor has granted Customer any rights that Avalara does not also directly grant to Customer in the Agreement, or that conflict with the Agreement, then Customer’s sole recourse with respect to such rights is against the Distributor.
- Subscriptions Through a Distributor. If Customer ordered a Service through a Distributor, the Subscription Term will begin on the Effective Date, and it will expire, renew, and terminate in accordance with the terms of the Distributor Agreement.
- Purchases Through a Distributor. If Customer ordered a Service through a Distributor, then the billing, payment, and termination sections of the Agreement may not apply to Customer, and Customer’s billing and payment rights and obligations are governed by the Distributor Agreement. However, if the Distributor from whom Customer purchased a Service fails to pay Avalara any amounts due in connection with Customer’s use of the Services, Avalara may suspend Customer’s Account, with or without notice to Customer. Customer agrees that Customer’s remedy in the event of such suspension is solely against the Distributor and that Avalara is not liable to Customer in any manner for such suspension. Avalara may invoice Customer directly for renewals.
- Modifications. Avalara may modify these Terms, the Acceptable Use Policy, or any Service-Specific Supplemental Terms. If Customer ordered a Service through a Distributor, any modification will take effect upon the date of the modification, and Customer may avoid the applicability of the modification only by ceasing its use of a Service.
Effective November 1st 2023 to March 15th 2024
DownloadSummary of changes
These Terms will apply to all Services to which Customer subscribes upon any new Avalara Service purchase or upgrade made on or after November 1, 2023. Otherwise, these Terms will apply to any Avalara Service renewal occurring on or after January 1, 2024.
Table of Contents
These Avalara Service Terms and Conditions located at https://www.avalara.com/terms (these “Terms”), together with any applicable Order Document(s) and applicable Service-Specific Supplemental Terms (collectively, the “Agreement”), constitute a binding agreement between Avalara (as defined in Section 1), and Customer (each, a “Party”) under which Avalara provides Customer access to Avalara’s Services. Customer accepts and agrees to be bound by the Agreement by executing an Order Document or by using Avalara’s Services.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:
- “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
- “Applicable Laws” means all applicable local, state, provincial, federal, and international laws and regulations.
- “Avalara” means Avalara, Inc., a Washington corporation with offices located at 255 S. King St, #1800, Seattle, WA 98104, except as otherwise indicated here with respect to Avalara services provided by Avalara’s Affiliates.
- “Authorized User” means any Representative or other person or entity acting on Customer’s behalf who is authorized by Customer to use the Services and who has been supplied with access to the Services either by Customer or by Avalara at Customer’s written request.
- “Avalara Technology” means the technology and Intellectual Property used in providing the products and services offered by Avalara, including computer software programs, websites, networks, and equipment. Avalara Technology does not include Third-Party Applications.
- “Content” means any information provided by Avalara through its services, including, for example, tax forms, laws, explanations, answers, matrices, rates, rules, fees, ontologies, taxonomies, decision trees, history and changes, AvaTax codes, tax code mappings, data schemas, reports, 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.
- “Customer” means the legal entity that executes an Order Document or uses the Services.
- “Customer Data” means any information, including Personal Information, uploaded, provided, or made accessible to Avalara’s production or sandbox systems by Customer or Authorized Users (or by Avalara on behalf of Customer) to use the Services.
- “Documentation” means Avalara’s user guides, training manuals, instructions, usage information, and other similar documentation, as updated or revised by Avalara from time to time, that Avalara provides to Customer (i) within the Service or (ii) at https://knowledge.avalara.com (or a successor site that Avalara may designate from time to time).
- “Expenses” means any reasonable, preapproved expenses described in an Order Document or otherwise as being reimbursable to Avalara by Customer, that Avalara actually incurs while providing Customer the Services. Avalara’s reimbursable Expenses include (as applicable) postage fees, wire transfer fees, and other out-of-pocket administrative costs.
- “Intellectual Property” means all trade secrets, Inventions, patents and patent applications, trademarks and service marks (whether registered or unregistered and including any goodwill acquired in such marks), trade names, trade dress, copyrights, moral rights, rights in Inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
- “Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, or discovery, whether or not copyrightable or patentable and whether or not reduced to practice.
- “Order Document” means a Sales Order or other document used to purchase Services or Professional Services from Avalara.
- “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under Applicable Laws.
- “Professional Services” means services supplemental to the Services, including professional consulting services, to be performed for Customer by Avalara’s employees or contractors, as specified in the applicable Order Document. Performance of Professional Services is governed by the Avalara Professional Services Terms and Conditions located at avalara.com/ps-terms.
- “Representative” means a director, officer, employee, consultant, advisor, representative, or agent of the subject party.
- “Sales Order” means Avalara’s sales order form that describes the Services, Professional Services, and support plans ordered by Customer and the fees, certain Expenses, and other specified terms.
- “Service(s)” means the Avalara service offering(s) specified in the applicable Order Document.
- "Service-Specific Supplemental Terms" means additional supplemental terms that apply to certain Services, currently located here.
- “Term” has the meaning provided in Section 6 (Term and Termination) of these Terms.
- “Third-Party Applications” means computer software programs and other technology that are provided or made available to Customer by third parties.
- “VAT” means value-added and indirect tax.
- The Services. Some Services may be subject to additional terms specific to that service as set forth in the Service-Specific Supplemental Terms. By accessing or using a service governed by Service-Specific Supplemental Terms, you also agree to the applicable Service-Specific Supplemental Terms. Service-Specific Supplemental Terms for services that Customer does not purchase or use do not apply to Customer.
- Use of the Services. Avalara delivers “software as a service” and other services on a subscription basis. Avalara grants Customer a nonexclusive, nontransferable, worldwide right to access and use the Service(s) during the Term, solely for Customer’s internal business operations. Avalara reserves all other rights. Customer shall not use any services that are not set forth in an Order Document signed by Customer and accepted by Avalara, except as otherwise provided in the Agreement. If Customer has a sandbox Account, Customer shall use it solely for testing non-production data and for internal business purposes only.
- Customer’s Account. Avalara shall enable an account for Customer to access the Service(s) (“Account”). Customer shall designate a specific person or persons authorized by Customer to manage and support the Account, including the creation of usernames and passwords for Authorized Users. Customer is solely responsible for maintaining the status of its Authorized Users. Customer and its Authorized Users shall maintain the confidentiality of all usernames, passwords, access, and Account information under their control. Except to the extent caused by Avalara’s breach of the Agreement, including its obligations under Section 8 (Confidential Information), Avalara is not responsible for unauthorized access to the Account. Customer shall contact Avalara promptly if (i) Customer reasonably believes that the Account has been compromised, including any loss, theft, or unauthorized access, use, or disclosure of Account information or (ii) Customer becomes aware of any other breach of security in relation to Customer’s Account information or the Services that may have occurred or is reasonably likely to occur.
- Avalara’s Responsibilities. Avalara shall: (i) provide status updates at status.avalara.com or an equivalent replacement site; (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (1) planned downtime (scheduled with at least 7 days’ notice and at a time intended to minimize impact to Avalara customers) and (2) any unavailability caused by circumstances beyond Avalara’s reasonable control, including internet service provider failures or delays or denial of service attacks against which Avalara maintains commercially reasonable prevention controls; (iii) provide its standard support for the Services to Customer at no additional charge, or upgraded support if purchased separately; and (iv) conduct its business in compliance with Applicable Laws.
- Customer’s Responsibilities. Customer (i) shall ensure the accuracy and completeness of Customer’s initial and ongoing configuration and setup of the Services; (ii) shall ensure that the Services are compatible with Customer’s business and systems requirements; (iii) shall ensure the accuracy, quality, legality, completeness, and integrity of the Customer Data provided by Customer and the means by which Customer acquired it; (iv) shall ensure the information Customer provides in connection with the Services, such as billing information and purchase orders, is current, accurate, and complete; and (v) is responsible for the provision, maintenance, and use of Customer’s hardware, network, internet connectivity, and software. Customer shall comply with the Acceptable Use Policy available at https://www.avalara.com/legal/acceptable-use, with all Documentation, and with all Applicable Laws. Customer shall ensure that the Authorized Users and Representatives of Customer (and, if Customer enables its Affiliates to use the Services, its Affiliates, their Authorized Users, and their Representatives) comply with all of Customer’s obligations under the Agreement, and Customer shall be responsible for their acts and omissions relating to the Agreement as though they were those of Customer.
- Customer Affiliates. Customer may enable its Affiliates to use the Services. Unless Avalara accepts an Order Document from an Affiliate or otherwise agrees in writing, all use of the Services by Customer’s Affiliates will be under Customer’s Account, Avalara will invoice Customer and not its Affiliates for the Services, and Customer shall pay all invoices to Avalara. When an Affiliate of Customer uses the Services, all references to “Customer” in the Agreement relating to access or use of, or restrictions or limitations on access or use of, the Services refer to the Affiliate. Among Customer and its Affiliates, only an entity specified on an Order Document may (i) take any action to enforce such entity’s rights and obligations arising from the Agreement, or (ii) request technical support for such entity with respect to the Services.
- Avalara Affiliates. Avalara may perform the Services itself or through any of its Affiliates. When an Affiliate of Avalara provides the Services, all applicable references to “Avalara” in the Agreement relating to provision of the Services refer to such Affiliate. Avalara is responsible for its Affiliates’ compliance with the terms of the Agreement, and Avalara shall be responsible for their acts and omissions relating to the Agreement as though they were those of Avalara. Avalara or its Affiliate may invoice Customer for the Services, and Customer shall pay all invoices to the Avalara Affiliate that issued the invoice. Customer and its Affiliates shall bring any claims it or they may have solely against Avalara and not against any Avalara Affiliate providing or invoicing for the Service.
- Subcontractors. Avalara may use subcontractors to facilitate its obligations under the Agreement, and Avalara shall be responsible for the acts and omissions of such subcontractors relating to the Agreement as though they were those of Avalara.
- Restrictions. Customer shall use the Services only as set forth in the Agreement and the Documentation, and not for the benefit of any third party. Customer shall not (i) reverse assemble, reverse engineer, decompile, or attempt to derive source code from Avalara’s services, Content, or Avalara Technology; (ii) reproduce, modify, create, or prepare derivative works of Avalara’s services, Content, Avalara Technology, or Documentation; (iii) distribute or display Avalara’s services, Content, Avalara Technology, or Documentation other than to Authorized Users; (iv) share, sell, rent, lease, or otherwise distribute access to Avalara’s services (except with respect to Customer’s Affiliates as expressly provided in Section 2(e)) or use Avalara’s services to operate any timesharing, service bureau, or similar business; (v) alter, destroy, or otherwise remove any proprietary notices within Content, Avalara Technology, or Documentation; or (vi) disclose the results of any benchmark tests to any third parties without Avalara’s prior written consent.
- Unsupported APIs and Third-Party Application Integrations. Avalara may, in accordance with Section 9(b)(i)(2) (Avalara’s Warranties) of these Terms, cease supporting older APIs and functionality with respect to specific Third-Party Applications at the date specified in the Documentation. Disclosure in the Documentation shall constitute notice. In such case, the following shall not apply to Customer's continued use of such API or functionality beyond such date: (i) the support obligations contained in Section 2(c)(iii) (Avalara’s Responsibilities), (ii) the warranty obligations contained in Section 9(b)(i) (Avalara’s Warranties), and (iii) any support or warranty obligations or any timeliness or accuracy guarantees set forth in any applicable Service-Specific Supplemental Terms.
- Proprietary Rights.
- Avalara’s Intellectual Property. Avalara and Avalara’s licensors retain and own all right, title, and interest in Avalara’s services, Content, Avalara Technology, the Documentation, Avalara’s Confidential Information, and all enhancements or improvements to, or derivative works of, the foregoing, including any Intellectual Property rights therein. Nothing in the Agreement transfers or conveys to Customer any ownership interest in Avalara’s Intellectual Property.
- Suggestions. If Customer provides Avalara with any suggested improvements to the Services, that suggestion 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 suggested improvements.
- Customer’s Intellectual Property. Customer retains all ownership rights in Customer Data and Customer’s Confidential Information, including any Intellectual Property rights therein. Nothing in the Agreement transfers or conveys to Avalara any ownership interest in or to the Customer Data or Customer’s Confidential Information, provided that Avalara has the right to create Aggregate Data (as defined in Section 4(b) (Aggregate Data)) and owns all right, title, and interest in Aggregate Data both during and after the term of the Agreement. Customer shall ensure that it has all necessary rights and permissions required by Applicable Laws to use and permit the use of Customer Data in accordance with the Agreement.
- Privacy and Security.
- Use of Customer Data. Avalara may retain, use, and disclose Customer Data solely (i) to provide the Services; (ii) to provide customer support; and (iii) to comply with Applicable Laws. Customer Data and Customer’s Confidential Information do not include Personal Information relating to an employee or other authorized Representative of Customer that is collected or received by Avalara in connection with the procurement or use of, or payment for, the Services (for example, the names and email addresses of Customer’s account representatives and accounting personnel). Avalara’s use of Personal Information of such an employee or other Representative is governed by the Avalara Privacy Policy available at https://www.avalara.com/privacy-policy, which describes how to manage individual communication preferences. Each Party shall be responsible for informing its own Representatives of the processing of their Personal Information as provided in the Agreement.
- Aggregate Data. Avalara may create, generate, and use Aggregate Data for any lawful purpose. “Aggregate Data” means de-identified and anonymized sets of data derived from the data of multiple Avalara customers (including Customer Data) for the purpose of expressing that information in summary form (for example, price index numbers are aggregated, in contrast to the price of a single commodity). Aggregate Data does not include any Personal Information relating to Customer, Authorized Users, Customer’s clients or customers, or other information that could reasonably identify a natural person or Customer. Avalara will not re-identify and de-anonymize any Aggregate Data.
- Protection of Customer Data, Personal Information, and Confidential Information. Each Party is responsible for complying with Applicable Laws, including applicable data protection legal requirements, for the purposes of the Agreement. Avalara shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access, destruction, modification, or disclosure of Customer Data, Confidential Information, or Personal Information. Avalara may occasionally update, upgrade, change, or add safeguards and security methods as warranted in Avalara’s sole discretion, and Avalara will provide notice if Customer needs to take action to facilitate continued interaction with the Services. Avalara shall implement processes and maintain procedures designed to comply with Applicable Laws and shall facilitate Customer’s compliance with its obligations for data security and response to individual data subject requests with respect to Personal Information in Avalara’s possession or control, to the extent that Customer is required to comply with any existing or newly enacted Applicable Laws regarding privacy including, for example, the General Data Protection Regulation (GDPR) or the California Privacy Rights Act (CPRA); and any amendments and successors to the foregoing. The Agreement and the Documentation are Customer’s instructions for processing Customer Data, and Avalara shall not process Customer Data for any other purpose. Avalara shall use commercially reasonable measures to ensure that any Avalara subcontractors implement and comply with reasonable security measures in handling any Customer Data, Personal Information, or Customer’s Confidential Information.
- Data Processing Agreement. The Parties agree to comply with the Avalara Services Data Processing Agreement, which is incorporated by this reference and is located at https://www.avalara.com/GDPR-DPA (the “DPA”).
- Notices. Avalara shall notify Customer without undue delay in accordance with Applicable Laws of unauthorized access, use, or disclosure of any Customer Data or Customer’s Confidential Information under Avalara’s control. Avalara shall provide Customer with information regarding such incident as required by Applicable Laws or as reasonably requested by Customer to enable Customer to comply with its obligations under Applicable Laws. Avalara shall use commercially reasonable efforts to: (i) identify the cause of the incident and (ii) remediate the cause of the incident within Avalara’s systems, to the extent such remediation is within Avalara’s reasonable control.
- Service Suspension and Disputes.
- Generally. As reasonably practicable under the circumstances, Avalara shall endeavor to resolve together with Customer any circumstance that may give rise to Avalara’s suspension rights, which include, for example, the following: (i) a material risk caused by Customer, its Affiliates, or its or their Authorized Users or Representatives to the security or performance of the Services, the network, Customer, or any other Avalara customer or business partner; (ii) use of the Services in violation of the Agreement; or (iii) Customer is delinquent in its payment obligations for any undisputed amounts. In the case of payment delinquency, Avalara shall notify Customer (including by phone or email to Customer’s business contact) at least 10 days before suspending the applicable Service. For any other suspension, other than with respect to sandbox Accounts, Avalara shall make a good faith effort to contact and provide notice to Customer (including by phone or email to Customer’s business contact) in advance. Payment of undisputed amounts will be considered delinquent if not received within 15 days following the due date set forth on an invoice. Avalara acknowledges that suspending Customer’s right to access or use the Services is a significant action, and therefore Avalara shall not exercise this remedy except in good faith and as necessary to resolve the issue giving rise to Avalara’s right to suspend the Services. Avalara shall also pursue other less drastic measures it deems appropriate, including collaborating with Customer to isolate the issue and escalating unresolved issues to senior management of Customer and Avalara. Avalara shall not destroy or overwrite any Customer Data during the suspension period.
- Effect of Suspension. If Avalara suspends Customer’s ability to access the Services, (i) Customer remains responsible for all fees and charges for suspended Services and for other Services to which Customer continues to have access, if any; and (ii) Customer will not be entitled to any compensation or credits for any period of suspension, unless suspension was due to Avalara’s error or omission. For a suspension of Customer’s AvaTax Account for delinquent payment, the Service will continue to return real-time tax calculation results.
- Payment Disputes. Customer must assert any payment dispute in writing to Avalara according to the instructions in the Documentation within 15 days after the due date of the invoice giving rise to the dispute. Avalara shall not exercise its suspension or termination rights or apply interest on late payments if Customer disputes the applicable charges reasonably and in good faith and provides reasonable cooperation to resolve the dispute.
- Term and Termination.
- Agreement Term. The term of the Agreement (the “Term”) begins on the Effective Date of the Initial Subscription Term for the first Service purchased and ends on the date of termination or expiration of the final Subscription Term.
- Subscription Terms. Customer may purchase subscriptions to one or more Services during the Term. The effective period (usually one year) of each subscription is a “Subscription Term” and, depending on the timing and agreed terms of the applicable Order Documents, those subscriptions may have different Subscription Terms. Each Initial Subscription Term begins on an “Effective Date,” which is either (1) the date Avalara enters Customer’s Order Document into Avalara’s billing system or (2) an alternate date mutually agreed by the Parties in writing.
- Initial Subscription Term. Customer’s initial Subscription Term for a Service (the “Initial Subscription Term”) is one year, which begins on the Effective Date and ends on the first anniversary of the Effective Date, unless the Order Document specifies a different period.
- Automatic Renewal. At the end of the then-current Subscription Term, each subscription to a Service will automatically renew for an additional one-year period (a “Renewal Subscription Term”) unless (1) Customer provides written notice of non-renewal to Avalara on or before the expiration date of the then-current Subscription Term, or (2) Avalara provides written notice of non-renewal to Customer at least 90 days before such expiration date. Customer must submit notice of non-renewal to Avalara in accordance with the instructions provided in the Documentation. Unless another payment method has been specified, Avalara will charge Customer’s payment information on file for the Service fees for the Renewal Subscription Term.
- Subscription to Upgraded or Additional Services. If Customer upgrades any of Customer’s Service subscriptions during a Subscription Term, then the Subscription Term for the upgraded Service will be coterminous with the current Subscription Term. In the event of any upgrade, Avalara will charge Customer’s payment information on file, unless another payment method is agreed, for the then-current applicable upgrade fee plus an amount equal to the difference between the then-current Service fee and the upgraded Service fee. If Customer subscribes to an additional Service, the Subscription Term for that Service will begin on the Effective Date for that Service and Customer will be separately charged for the applicable activation and annual Service subscription fee for the additional Service. If Customer upgrades the tier of Service purchased, renews a Service, or purchases an additional Service (excluding automatic upgrades), then all Services to which Customer subscribes under these Terms will be subject to the then-current Terms and applicable Service-Specific Supplemental Terms.
- Termination for Breach or Cause. Either Party may terminate the Agreement or any affected Service by notice to the other Party (i) if the other Party materially breaches its obligations under the Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of written notice of breach; or (ii) upon the other Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing. Material breach by Customer includes the following by way of example and not limitation: (1) Customer is unable to resolve any material issue leading to suspension of Customer’s Services as a result of the acts or omissions of Customer, its Affiliates, or its or their Authorized Users or Representatives within 30 days following notice of suspension; (2) Customer’s use of the Services in violation of Applicable Laws; (3) if Customer purchases a returns Service and fails to fund its tax liabilities within the specified deadlines; or (4) adverse Customer due diligence.
- Consequences of Termination for Breach. If Customer terminates the Agreement or any Service as a result of Avalara’s material breach, then Avalara shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term of the terminated Service (excluding any activation or other one-time fees); provided, however, that if Customer was unable to use the Service as a result of Avalara’s material breach, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service (or the date of Customer’s written notice of breach, if later). If Avalara terminates the Agreement or any Service due to Customer’s material breach, Avalara shall not refund any amounts to Customer.
- General Effects of Termination. Upon any termination of the Agreement: (i) all of Customer’s rights under the Agreement immediately terminate (with the exception of those surviving termination, as described below); (ii) except as set forth in Section 6(e) (Consequences of Termination for Breach), Customer remains liable for all fees, charges, Expenses, and any other obligations Customer has incurred during the Subscription Term; and (iii) Avalara shall destroy or overwrite Customer Data and Customer’s Confidential Information as provided in Section 6(h) (Deletion of Data). All provisions that by their nature should survive termination of this Agreement will do so (including, by way of example and not limitation, payment obligations, indemnification and defense obligations, and duties of confidentiality).
- Return of Customer Data. Upon receipt of a request to return Customer Data at any time up to 60 days after termination of the Agreement or the applicable Service, Avalara shall either (i) provide Customer with limited access to the Service, at no additional cost and subject to the obligations and restrictions of these Terms, solely for the purpose of retrieving Customer Data; or (ii) provide an export file of Customer Data stored on Avalara’s systems in a commonly used format reasonably determined by Avalara and subject to Avalara’s standard fees for such export. Avalara may, but has no obligation to, maintain or return Customer Data more than 60 days after termination of the Agreement.
- Deletion of Data.
- At Customer’s Request. Upon Customer’s request at any time during the Subscription Term for a Service or up to 60 days after termination of the Subscription Term, Avalara shall promptly destroy or overwrite Customer Data for such Service or Customer’s Confidential Information, other than Customer Data or Customer Confidential Information or Personal Information contained in automatic computer backups or historical archives or that must be retained to fulfill obligations under the Agreement for regulatory, legal, or audit purposes, or for compliance with Avalara’s data retention policies. If Customer requests Avalara permanently destroy or overwrite Customer Data, Customer releases Avalara from any claims or liability relating to that Customer Data, including, without limitation, any accuracy guarantee, warranty, or indemnification.
- Upon Termination. If Customer does not request deletion of its Customer Data or Customer’s Confidential Information, Avalara will destroy or overwrite such data and information in accordance with Avalara’s document retention policies and standard backup and archival procedures, after the data or information is no longer reasonably necessary to fulfill obligations under the Agreement or for regulatory, legal, or audit compliance.
- Fees and Taxes.
- Fees. Customer shall pay all fees specified in each Order Document and applicable Expenses. Customer will be invoiced based on the Order Document, including, if applicable, for usage-based fees. Except as otherwise specified in the Agreement: (i) amounts are quoted and payable in the currency specified on the Order Document; and (ii) payment obligations are non-cancelable and fees and Expenses paid are non-refundable. Unused one-time Services will expire 12 months from the date of order, and Customer will not be entitled to receive a refund for any fees prepaid for such expired one-time Services. Unless otherwise agreed in writing, Avalara will automatically charge Customer’s payment information on file for any renewals, upgrades, overage fees (if applicable), and additional Services purchased. Customers not enrolled in Avalara’s automatic payment program, when applicable, will be assessed a non-refundable opt-out convenience fee.
- Automatic Upgrades and Overages. If Customer’s Service fees include a usage tier, Customers may choose one of two options if Customer exceeds the usage tier for the applicable Service set forth in the Order Document: either payment of an overage charge or automatic upgrade to the next subscription tier. At any time prior to exceeding the applicable usage tier, Customer may change the selected option. The default choice is the automatic upgrade option. Overage fees for the Initial Subscription Term will be charged at the rate specified in the Order Document, and in any Renewal Subscription Term, Avalara’s then-current overage rates will apply.
- Subscription Plans. Customer’s subscription plan for the Service is specified in the applicable Order Document. Customer may not reduce Customer’s commitment under the Service subscription plan specified in the Order Document during the Subscription Term. Customer is not entitled to any refund of fees paid or relief from fees due if the volume of Service Customer actually uses is less than the volume Customer ordered, and Customer may not carry over any unused volume to Customer’s next Subscription Term. If Customer wishes to reduce the volume of a Service subscription plan, then Customer must notify Avalara before the start of the next Renewal Subscription Term for the applicable Service, and the reduction will be effective at the start of that next Renewal Subscription Term.
- Taxes. Customer is responsible for any applicable sales, use, excise, value-added, or similar taxes, levies, or duties payable with respect to Customer’s order of Services assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in any Order Document, all fees, rates, and estimates exclude such taxes, levies, and duties. Avalara is responsible only for taxes based upon Avalara’s net income, assets, payroll, property, and employees.
- Annual Increases. Unless otherwise agreed in writing, Avalara may increase Service fees for each Renewal Subscription Term. In order for price increases to be effective, Avalara must notify Customer 30 days prior to the Renewal Subscription Term. Such notice may be in the form of an invoice or any other form of notice used by Avalara to communicate with Customer. If Customer objects to the increase, Customer may elect to not renew its order of Services. Customer acknowledges that the following do not constitute fee increases: (i) additional fees for any upgrade or any additional Service that Customer orders; (ii) overage fees for usage in excess of Customer’s usage tier; and (iii) expiration of any discount or incentive programs to which Customer was previously entitled.
- Confidential Information.
- Confidential Information. “Confidential Information” means information designated by a Party or a Party’s Affiliate as confidential, or given the circumstances, would reasonably be understood by the Recipient to be confidential, and that is disclosed by a Party, its Affiliates, or their respective Representatives (the “Discloser”) to the other Party, its Affiliates, or their respective Representatives (the “Recipient”), regardless of the form of disclosure. Confidential Information includes, with respect to Avalara and its Affiliates, the Avalara Technology and non-public Documentation, and with respect to Customer and its Affiliates, all Customer Data, and with respect to both the Discloser and Recipient, the non-public terms of the Agreement and all non-public information relating to business plans, customers and customer lists, data, designs (whether actual, contemplated, experimental, or planned), financial information, forecasts, Inventions, know-how, methods, market analysis, pricing, products (whether actual, contemplated, experimental, or planned), prerelease offerings, research and development, security policies and processes, source and object code, and strategies of the Discloser.
- Exclusions. Confidential Information does not include information that the Recipient can establish: (i) (except with respect to Personal Information) is or becomes generally known to the public without the Recipient’s breach of any obligation owed to the Discloser; (ii) has been rightfully received by the Recipient from a third party without confidentiality restrictions; (iii) is known to the Recipient without any restriction as to use or disclosure prior to first receipt by the Recipient from the Discloser; or (iv) has been independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
- Disclosures Required by Law. If any Applicable Laws or judicial or administrative order requires the Recipient to disclose any of the Discloser’s Confidential Information, the Recipient shall (if legally permitted) promptly notify the Discloser in writing prior to making any such disclosure, in order to facilitate the Discloser’s efforts to protect its Confidential Information. Following such notification, the Recipient shall cooperate with the Discloser, at the Discloser’s reasonable expense, in seeking and obtaining protection for the Discloser’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Discloser, the Recipient is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the Recipient may disclose only that portion of the Confidential Information that is legally required to be disclosed, and the Recipient shall exercise its best efforts to preserve the confidentiality of the remaining Confidential Information.
- Restrictions on Use and Disclosure. The Recipient shall use Confidential Information of the Discloser solely to fulfill its obligations under the Agreement, to comply with Applicable Laws, to discuss potential business opportunities between the Parties, or as otherwise permitted under the Agreement. Subject to the permitted disclosures set forth in Section 8(c) (Disclosures Required by Law), the Recipient shall hold Confidential Information in strict confidence and shall not disclose or authorize the disclosure of Confidential Information to third parties except as otherwise permitted by the Agreement. The Recipient may disclose Confidential Information to a Representative or service provider on the condition that the Recipient: (i) ensures that such Representative or service provider is bound by a written agreement or other legally binding obligation of confidentiality and restricted use at least as protective as these Terms and (ii) is fully responsible for such Representative’s or service provider’s use and disclosure of the Confidential Information and its compliance with the obligations of the Recipient under this Section 8(d) (Restrictions on Use and Disclosure). The Recipient shall protect Confidential Information of the Discloser from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature and shall not reverse engineer, decompile, or disassemble any such Confidential Information. All rights and obligations regarding Confidential Information (including Customer Data) will survive and remain subject to the confidentiality provisions of this Agreement for as long as the Confidential Information is retained or until it no longer meets the definition of Confidential Information.
- Return of Confidential Information. Avalara shall destroy, overwrite, or return Customer’s Confidential Information as provided in Section 6(g) (Return of Customer Data) or Section 6(h) (Deletion of Data), as applicable.
- Warranties.
- Mutual Warranties. Each Party represents and warrants to the other Party that (i) it has the authority to enter into and perform its obligations under the Agreement; (ii) the Agreement does not conflict with any other agreement entered into by it; (iii) it does not conduct business for any unlawful purpose; and (iv) it and its Representatives are not on and have not been on the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons; Her Majesty’s Treasury, Asset Freezing Unit’s Consolidated List of Financial Sanctions Targets; the European Union’s consolidated list of persons, groups, and entities subject to EU financial sanctions; or any similar list of embargoed or blocked persons applicable to persons or entities in the jurisdiction of such Party’s domicile or use of the Services.
- Avalara’s Warranties. Avalara offers the following warranties for the Services:
- Avalara warrants to Customer that: (1) the Services Avalara provides to Customer will perform in all material respects in accordance with its applicable, then-current Documentation; (2) subject to Section 4(c), Avalara will not materially reduce a Service or its features or functionality during a Subscription Term (provided, however, that Avalara may do so to comply with Applicable Laws or upon expiration of a Subscription Term with at least 90 days’ written notice to Customer); and (3) Avalara will use commercially reasonable efforts, using then-current versions of commercially available antivirus software, to ensure that the Avalara Technology provided to Customer contains no computer virus, Trojan horse, worm, or other similar malicious code. Avalara does not warrant that the Avalara Technology is free from all bugs, errors, or omissions.
- If Avalara fails to conform to any of the warranties in this Section 9(b) (Avalara’s Warranties) and Avalara does not render the Avalara Technology conforming within 30 days of Customer’s written notice to Avalara of the nonconformance, then, as Customer’s sole and exclusive remedy for any nonconformance, Customer may immediately terminate its subscription for the affected Service upon notice to Avalara, and Avalara shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term of the terminated Service (excluding any activation or other one-time fees). The refund will be calculated from the date that Customer notifies Avalara of the nonconformance.
- To the extent the Service, systems, or software have been modified, except where such modifications have been made at the direction of Avalara, the following shall not apply: (i) the warranty obligations contained in this Section 9(b) (Avalara’s Warranties), (ii) the support obligations contained in Section 2(c)(iii) (Avalara’s Responsibilities), and (iii) any support or warranty obligations or any timeliness or accuracy guarantees set forth in any applicable Service-Specific Supplemental Terms.
- For the sake of clarity, any Content warranties, including for incorrect tax calculation or determination results or any other error in accuracy or timeliness of any Service, are set forth in the Service-Specific Supplemental Terms for the applicable Service (such as the Accuracy Guarantee in the AvaTax Supplemental Terms) and not by this Section 9(b) (Avalara’s Warranties). The warranties in the Agreement are for Customer’s sole benefit, and do not extend to any other person or entity.
- Disclaimer of Implied Warranties. Except as expressly provided in the Agreement, the Services are provided on an “as-is” and “as available” basis, and neither Party makes any warranties of any kind, whether express, implied, statutory, or otherwise, and each Party specifically disclaims all implied warranties, including the implied warranties of merchantability and fitness for a particular purpose, to the maximum extent permitted by Applicable Laws.
- Indemnification.
- Indemnification by Avalara. Avalara shall indemnify and defend Customer and Customer’s directors, officers, employees, and Affiliates against any Losses incurred as a result of a third-party demand, claim, or action that (1) the use of the Service in accordance with the Agreement infringes a copyright, registered trademark, issued patent, or other Intellectual Property right of such third party (an “Infringement”); (2) results from Avalara’s breach of its obligations under the Agreement; or (3) results from Avalara’s violation of Applicable Laws. “Loss” means any liability, loss, settlement payment (including any settlement the Indemnitee agrees to pay, as long as it is in a written settlement approved by the Indemnitor in writing), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges.
- If the Service is subject to a claim of Infringement and as a result, Customer’s use of the Service is enjoined, then Avalara shall, at no cost to Customer, procure for Customer the right to continue using the Service or replace it with non-infringing or modified Services of materially equivalent functionality.
- If none of the above options are available on terms that are commercially reasonable for Avalara, then Avalara may terminate Customer’s right to access and use the Services that require the infringing Service, in which case Avalara shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term for the terminated Service(s) (excluding any activation or other one-time fees) provided, however, that if Customer was unable to use the Service as a result of the Infringement, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service.
- Avalara has no obligation with respect to any actual or alleged Infringement to the extent that the Infringement is caused or alleged to be caused by (1) Customer Data; (2) use or modification of the Services other than by Avalara or other than as specified in the Documentation or the Agreement; or (3) combination of the Service with any products, software, services, data, or other materials not provided by Avalara or approved by Avalara in writing, if the Infringement would not have occurred but for such combination.
- Indemnification by Customer. Customer shall indemnify and defend Avalara and its Affiliates and their respective directors, officers, and employees against Losses incurred as a result of a third-party demand, claim, or action that (1) Customer’s use of the Service in breach of the Agreement infringes the Intellectual Property rights of a third party; (2) results from Customer’s breach of its obligations under the Agreement; or (3) results from Customer’s violation of Applicable Laws.
- Process. The obligations of a Party (“Indemnitor”) to defend or indemnify the other (“Indemnitee”) under this Section 10 (Indemnification) are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing of any claim or action within the scope of the Indemnitor’s defense or indemnity obligations set forth in the Agreement, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice; (ii) the Indemnitor must be given exclusive control of the defense of such claim and all negotiations relating to its settlement, except that the Indemnitor may not, without Indemnitee’s approval, (A) make any admissions on the Indemnitee’s behalf or (B) settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability; and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim, at the Indemnitor’s expense. The Indemnitee may participate in the defense of the claim at its sole cost and expense.
- Exclusive Remedy. This Section 10 (Indemnification) states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to Infringement and any other type of third-party claim or action described in this Section. This Section does not apply to any direct claims between the Parties. For the sake of clarity, this Section does not cover any claims based on any error in accuracy or timeliness of any Service, including, for example, any tax calculation or determination, tax return, filing, or compliance document. Such claims are governed exclusively by, and limited by, the warranties in the Terms or the warranties or guarantees set forth in the applicable Service-Specific Supplemental Terms, if any.
- Indemnification by Avalara. Avalara shall indemnify and defend Customer and Customer’s directors, officers, employees, and Affiliates against any Losses incurred as a result of a third-party demand, claim, or action that (1) the use of the Service in accordance with the Agreement infringes a copyright, registered trademark, issued patent, or other Intellectual Property right of such third party (an “Infringement”); (2) results from Avalara’s breach of its obligations under the Agreement; or (3) results from Avalara’s violation of Applicable Laws. “Loss” means any liability, loss, settlement payment (including any settlement the Indemnitee agrees to pay, as long as it is in a written settlement approved by the Indemnitor in writing), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges.
- Modifications.
- Modification Notice. Subject to the restrictions in this Section 11 (Modifications), Avalara may modify these Terms, the Acceptable Use Policy, the Data Processing Addendum, or any Service-Specific Supplemental Terms. If Avalara modifies these Terms, the Acceptable Use Policy, or any Service-Specific Supplemental Terms, it shall provide prior written notice (“Modification Notice”) to Customer of such modifications at least 30 days prior to the effectiveness of the modifications. Avalara is not required to provide prior notice if modifications are necessary to comply with Applicable Laws but in such case shall use commercially reasonable efforts to provide prior notice when practicable. Avalara may update the list of services in the Service-Specific Supplemental Terms without providing prior notice.
- Renewal Modification Notice. If the Modification Notice states that the modifications will become effective upon commencement of a Renewal Subscription Term, then the modifications will become effective for each Service affected by the changes upon renewal of such Service. Customer may avoid the applicability of the changes only by canceling the renewal of Customer’s subscription prior to commencement of the Renewal Subscription Term.
- Mid-Term Modification Notice. If the Modification Notice states that the modifications will become effective during the then-current Subscription Term, and the modifications materially and adversely affect Customer, then Customer may terminate Customer’s subscription to the affected Service by providing written notice to Avalara at any time within the 30-day period following the date of the Modification Notice. Customer’s termination will become effective on the later to occur of (i) the date on which Customer delivers a timely termination notice or (ii) the date on which the applicable modifications become effective, provided that, upon written request by Customer, Avalara shall continue to provide such Service to Customer as needed to manage a reasonable transition to another vendor, not to exceed 60 days, and at Avalara’s then-current rates for the affected Service. If Customer terminates a Service subscription pursuant to this Section 11(c) (Mid-Term Modification Notice), then Avalara shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term for the terminated Service (excluding any activation or other one-time fees).
- General. If Customer does not terminate the affected Service subscription as specified in this Section 11 (Modifications), then Customer will be bound by the modified terms beginning upon the effective date set forth in the Modification Notice.
- Exclusion of Certain Claims; Limitation of Liability.
- Exclusion of Certain Claims. In no event shall either Party be liable to the other Party or any other party for cost of cover or any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill or investments, use of money or facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages and even if such damages are reasonably foreseeable. The previous sentence will not apply to instances of gross negligence or willful misconduct, to a Party’s breach of its privacy, security, and confidentiality obligations set forth in Section 4 (Privacy and Security) and Section 8 (Confidential Information), to a Party’s indemnification obligations, or to any infringement or misappropriation by a Party of any Intellectual Property rights of the other Party.
- Limitation of Liability. In no event shall a Party’s aggregate liability to the other Party exceed the fees paid or payable by Customer to Avalara under the Agreement in the 12-month period immediately preceding the event giving rise to the claim. The previous sentence does not apply to instances of gross negligence or willful misconduct, to a Party’s indemnification obligations, to Customer’s obligations to pay fees and Expenses when due and payable, to noncompliance with the Acceptable Use Policy by Customer, Customer Affiliates or its or their Authorized Users or Representatives, or to any infringement or misappropriation by a Party of any Intellectual Property rights of the other Party.
- Limitation of Claims. Except with respect to claims of infringement or misappropriation of Intellectual Property of the other Party, a Party’s breach of its confidentiality obligations set forth in Section 8 (Confidential Information), or Customer’s failure to pay amounts due under the Agreement, neither Party may bring any claim relating to the Agreement more than two years after the events giving rise to the claim occurred.
- General. These exclusions and limitations apply even if the remedies are insufficient to cover all of the losses or damages of such Party, its Affiliates or, in the case of Customer, Authorized Users. Without these limitations, the fees for the Service(s) would be significantly higher. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply, and the Parties may have additional rights.
- Miscellaneous.
- Anti-Corruption Laws. Each Party shall at all times comply with all applicable anti-corruption laws, including, to the extent applicable, (1) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and (2) the UK Bribery Act 2010.
- Relationship of the Parties; No Professional Tax Opinions or Legal Advice. The Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the Parties. Distributors (as defined in Section 14 (Purchase Through Distributors) below) and Avalara’s other business partners are independent of Avalara and are not Avalara’s agents. Customer acknowledges and agrees that Avalara does not provide legal advice, including legal or professional tax opinions or management advice. Customer is responsible for its own tax policies and tax reporting positions taken. Customer is responsible for conducting its own due diligence and seeking the assistance of a qualified legal, tax, or accounting professional.
- Third-Party Applications. Avalara is not responsible for and does not in any way endorse any Third-Party Applications or websites linked to by Avalara’s website or the Services.
- Publicity. Neither Party shall issue any public statement regarding the Agreement without the other Party’s prior written consent. Unless a Party has specifically notified the other Party to the contrary in writing, either Party may use the name or logo of the other Party or its Affiliates to identify such other party as a customer or vendor (as the case may be) in accordance with that Party’s provided marketing guidelines.
- Other Technology or Services; No Audit Support. Customer acknowledges and agrees that Customer has not relied on any future availability of any service offerings, technology, or additional, enhanced or updated features or functionality, and that the Services do not include any audit support (unless otherwise specified in an Order Document).
- Governing Law; Jurisdiction and Venue. The Agreement and all matters in connection with the Agreement will be governed by laws of the state of New York, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. For any claims or causes of action arising out of the Agreement, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in New York County, New York.
- Equitable Relief. Each Party acknowledges that damages may be an inadequate remedy if it or its Affiliates or its or their Representatives (or, in the case of Customer, Authorized Users) violates the obligations under the Agreement, and each Party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
- Force Majeure. Neither Party shall be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war. A Party seeking relief from performance under this Section 13(h) (Force Majeure) must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, either Party may, in its discretion, terminate the affected Service. Such termination will not result in any liability by either Party, except that, if Customer terminates the affected Service for Avalara’s failure, Avalara shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term of the terminated Service (excluding any activation or other one-time fees). If Customer was unable to use the Service as a result of the force majeure event, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service.
- Notices. Avalara shall communicate announcements of general interest by email or by posting on its website or on Customer’s console. Avalara shall provide Customer with legal notices in writing by email, mail, or courier to the address provided by Customer. Customer shall immediately notify Avalara if Customer’s address for notice changes. Except as otherwise specified in the Agreement, all notices to Avalara must be in writing and sent as follows:
- Successors and Assigns. Either Party may assign the Agreement without the other Party’s consent to an entity that acquires all or substantially all of the assets of or that is an Affiliate of the assigning Party, provided that (i) the assigning Party must provide notice to the other Party of the assignment, (ii) the assignee must agree in writing to be bound by the Agreement, and (iii) the non-assigning Party may prohibit assignment to a competitor of the non-assigning Party or to an entity operating a business in violation of Applicable Laws. Except as provided above, neither Party may assign its rights or obligations under the Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed, and any attempt to so assign the Agreement will be null and void. The Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.Account notices (for example, name or address changes)
Send to Customer Account Manager Notices of non-renewalSend in accordance with instructions provided in the Documentation (see Section 6(b)(ii) (Term and Termination))Legal noticesSend to legal@avalara.com - Severability. If any provision of the Agreement is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the Agreement will remain in full force and effect.
- Waiver. No waiver of any provision of the Agreement, nor any consent by a Party to the breach of or departure from any provision of the Agreement, will in any event be binding on or effective against such Party unless it is in writing and signed by such Party, and then the waiver or consent will be effective only in the specific instance and for the purpose for which given.
- No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies to any third party, including clients of Customer.
- Entire Agreement. The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto. Except as specified in Section 11 (Modifications), the Agreement may not be modified or amended except by a written instrument executed by both Parties. Customer’s standard terms of purchase or vendor management terms (including purchase order terms or click-through terms), if any, are inapplicable. Except to the extent expressly specified otherwise, if there is any conflict between these Terms and any of the other Agreement documents, then the following order of precedence applies: (i) any addendum between the Parties, (ii) the Order Document, (iii) the Service-Specific Supplemental Terms, as applicable, and (iv) these Terms.
- Purchase Through Distributors. This Section 14 (Purchase Through Distributors) only applies to Customers who have purchased a Service through a Distributor. “Distributor” means an entity that Avalara has authorized as a distributor or reseller of the Services. For the sake of clarity, this Section 14 (Purchase Through Distributors) does not apply if Customer did not purchase a Service through a Distributor.
- Distributors. “Distributor Agreement” means the order, agreement or other document between Customer and a Distributor for Customer’s purchase or other acquisition of Services. Additional terms that apply to Customer’s use of the Services when obtained from a Distributor are set forth in this Section 14 (Purchase Through Distributors). In the event of any conflict between the provisions of the Agreement and the Distributor Agreement, then the provisions of the Agreement prevail. If a Distributor has granted Customer any rights that Avalara does not also directly grant to Customer in the Agreement, or that conflict with the Agreement, then Customer’s sole recourse with respect to such rights is against the Distributor.
- Subscriptions Through a Distributor. If Customer ordered a Service through a Distributor, the Subscription Term will begin on the Effective Date, and it will expire, renew, and terminate in accordance with the terms of the Distributor Agreement.
- Purchases Through a Distributor. If Customer ordered a Service through a Distributor, then the billing, payment, and termination sections of the Agreement may not apply to Customer, and Customer’s billing and payment rights and obligations are governed by the Distributor Agreement. However, if the Distributor from whom Customer purchased a Service fails to pay Avalara any amounts due in connection with Customer’s use of the Services, Avalara may suspend Customer’s Account, with or without notice to Customer. Customer agrees that Customer’s remedy in the event of such suspension is solely against the Distributor and that Avalara is not liable to Customer in any manner for such suspension. Avalara may invoice Customer directly for renewals.
- Modifications. Avalara may modify these Terms, the Acceptable Use Policy, or any Service-Specific Supplemental Terms. If Customer ordered a Service through a Distributor, any modification will take effect upon the date of the modification, and Customer may avoid the applicability of the modification only by ceasing its use of a Service.
Effective May 3rd 2024 to November 1st 2023
DownloadSummary of changes
Please note that these updated Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after June 1, 2023.
Table of Contents
Last updated May 1, 2023.
These Avalara Service Terms and Conditions located at https://www.avalara.com/terms (these “Terms”), together with any applicable Order Document(s) and applicable Supplemental Terms (collectively, the “Agreement”), constitute a binding agreement between Avalara (as defined in Section 1), and Customer (each, a “Party”) under which Avalara provides Customer access to Avalara’s Services. Customer accepts and agrees to be bound by the Agreement by executing an Order Document or by using Avalara’s Services.
- DEFINITIONS. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:
- “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
- “Applicable Laws” means all applicable local, state, provincial, federal, and international laws and regulations.
- “Avalara” means Avalara, Inc., a Washington corporation with offices located at 255 S. King St, #1800, Seattle, WA 98104, except as otherwise indicated here with respect to Avalara services provided by Avalara’s Affiliates.
- “Authorized User” means any Representative or other person or entity acting on Customer’s behalf who is authorized by Customer to use the Services and who has been supplied with access to the Services either by Customer or by Avalara at Customer’s written request.
- “Avalara Technology” means the technology and Intellectual Property used in providing the products and services offered by Avalara, including computer software programs, websites, networks, and equipment. Avalara Technology does not include Third-Party Applications.
- “Content” means any information provided by Avalara through its services, including, for example, tax forms, laws, explanations, answers, matrices, rates, rules, fees, ontologies, taxonomies, decision trees, history and changes, AvaTax codes, tax code mappings, data schemas, reports, 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.
- “Customer” means the legal entity that executes an Order Document or uses the Services.
- “Customer Data” means any information, including Personal Information, uploaded, provided, or made accessible to Avalara’s production or sandbox systems by Customer or Authorized Users (or by Avalara on behalf of Customer) to use the Services.
- “Documentation” means Avalara’s user guides, training manuals, instructions, usage information, and other similar documentation, as updated or revised by Avalara from time to time, that Avalara provides to Customer (i) within the Service or (ii) at https://knowledge.avalara.com (or a successor site that Avalara may designate from time to time).
- “Expenses” means any reasonable, preapproved expenses described in an Order Document or otherwise as being reimbursable to Avalara by Customer, that Avalara actually incurs while providing Customer the Services. Avalara’s reimbursable Expenses include (as applicable) postage fees, wire transfer fees, and other out-of-pocket administrative costs.
- “Intellectual Property” means all trade secrets, Inventions, patents and patent applications, trademarks and service marks (whether registered or unregistered and including any goodwill acquired in such marks), trade names, trade dress, copyrights, moral rights, rights in Inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
- “Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, or discovery, whether or not copyrightable or patentable and whether or not reduced to practice.
- “Order Document” means a Sales Order or other document used to purchase Services or Professional Services from Avalara.
- “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under Applicable Laws.
- “Professional Services” means services supplemental to the Services, including professional consulting services, to be performed for Customer by Avalara’s employees or contractors, as specified in the applicable Order Document. Performance of Professional Services is governed by the Avalara Professional Services Terms and Conditions located at avalara.com/ps-terms.
- “Representative” means a director, officer, employee, consultant, advisor, representative, or agent of the subject party.
- “Sales Order” means Avalara’s sales order form that describes the Services, Professional Services, and support plans ordered by Customer and the fees, certain Expenses, and other specified terms.
- “Service(s)” means the Avalara service offering(s) specified in the applicable Order Document.
- “Supplemental Terms” has the meaning provided in Section 15 (Supplemental Terms) of these Terms.
- “Term” has the meaning provided in Section 6 (Term and Termination) of these Terms.
- “Third-Party Applications” means computer software programs and other technology that are provided or made available to Customer by third parties.
- “VAT” means value-added and indirect tax.
- THE SERVICES. Each service may be governed by additional terms that describe pricing, usage, and additional obligations of the Parties with respect to that particular Service. Section 15 (Supplemental Terms) of these Terms contains descriptions of Avalara’s services and links to their corresponding Supplemental Terms. Supplemental Terms for services that Customer does not purchase or use do not apply to Customer.
- Use of the Services. Avalara delivers “software as a service” and other services on a subscription basis. Avalara grants Customer a nonexclusive, nontransferable, worldwide right to access and use the Service(s) during the Term, solely for Customer’s internal business operations. Avalara reserves all other rights. Customer shall not use any services that are not set forth in an Order Document signed by Customer and accepted by Avalara, except as otherwise provided in the Agreement. If Customer has a sandbox Account, Customer shall use it solely for testing non-production data and for internal business purposes only.
- Customer’s Account. Avalara shall enable an account for Customer to access the Service(s) (“Account”). Customer shall designate a specific person or persons authorized by Customer to manage and support the Account, including the creation of usernames and passwords for Authorized Users. Customer is solely responsible for maintaining the status of its Authorized Users. Customer and its Authorized Users shall maintain the confidentiality of all usernames, passwords, access, and Account information under their control. Except to the extent caused by Avalara’s breach of the Agreement, including its obligations under Section 8 (Confidential Information), Avalara is not responsible for unauthorized access to the Account. Customer shall contact Avalara promptly if (i) Customer reasonably believes that the Account has been compromised, including any loss, theft, or unauthorized access, use, or disclosure of Account information or (ii) Customer becomes aware of any other breach of security in relation to Customer’s Account information or the Services that may have occurred or is reasonably likely to occur.
- Avalara’s Responsibilities. Avalara shall: (i) track uptime statistics and, as applicable, provide status updates at status.avalara.com or an equivalent replacement site; (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (1) planned downtime (scheduled with at least 7 days’ notice and at a time intended to minimize impact to Avalara customers) and (2) any unavailability caused by circumstances beyond Avalara’s reasonable control, including internet service provider failures or delays or denial of service attacks against which Avalara maintains commercially reasonable prevention controls; (iii) provide its standard support for the Services to Customer at no additional charge, or upgraded support if purchased separately; and (iv) conduct its business in compliance with Applicable Laws.
- Customer’s Responsibilities. Customer (i) shall ensure the accuracy and completeness of Customer’s initial and ongoing configuration and setup of the Services; (ii) shall ensure that the Services are compatible with Customer’s business and systems requirements; (iii) shall ensure the accuracy, quality, legality, completeness, and integrity of the Customer Data provided by Customer and the means by which Customer acquired it; (iv) shall ensure the information Customer provides in connection with the Services, such as billing information and purchase orders (excluding Customer unique output that is returned by the Services to Customer), is current, accurate, and complete; and (v) is responsible for the provision, maintenance, and use of Customer’s hardware, network, internet connectivity, and software. Customer shall comply with the Acceptable Use Policy available at https://www.avalara.com/legal/acceptable-use, with all Documentation, and with all Applicable Laws. Customer shall ensure that the Authorized Users and Representatives of Customer (and, if Customer enables its Affiliates to use the Services, its Affiliates, their Authorized Users, and their Representatives) comply with all of Customer’s obligations under the Agreement, and Customer shall be responsible for their acts and omissions relating to the Agreement as though they were those of Customer.
- Customer Affiliates. Customer may enable its Affiliates to use the Services. Unless Avalara accepts an Order Document from an Affiliate or otherwise agrees in writing, all use of the Services by Customer’s Affiliates will be under Customer’s Account, Avalara will invoice Customer and not its Affiliates for the Services, and Customer shall pay all invoices to Avalara. When an Affiliate of Customer uses the Services, all references to “Customer” in the Agreement relating to access or use of, or restrictions or limitations on access or use of, the Services refer to the Affiliate. Among Customer and its Affiliates, only an entity specified on an Order Document may (i) take any action to enforce such entity’s rights and obligations arising from the Agreement, or (ii) request technical support for such entity with respect to the Services.
- Avalara Affiliates. Avalara may perform the Services itself or through any of its Affiliates. When an Affiliate of Avalara provides the Services, all applicable references to “Avalara” in the Agreement relating to provision of the Services refer to such Affiliate. Avalara is responsible for its Affiliates’ compliance with the terms of the Agreement, and Avalara shall be responsible for their acts and omissions relating to the Agreement as though they were those of Avalara. Avalara or its Affiliate may invoice Customer for the Services, and Customer shall pay all invoices to the Avalara Affiliate that issued the invoice. Customer and its Affiliates shall bring any claims it or they may have solely against Avalara and not against any Avalara Affiliate providing or invoicing for the Service.
- Subcontractors. Avalara may use subcontractors to facilitate its obligations under the Agreement, and Avalara shall be responsible for the acts and omissions of such subcontractors relating to the Agreement as though they were those of Avalara.
- Restrictions. Customer shall use the Services only as set forth in the Agreement and the Documentation, and not for the benefit of any third party. Customer shall not (i) reverse assemble, reverse engineer, decompile, or attempt to derive source code from Avalara’s services, Content, or Avalara Technology; (ii) reproduce, modify, create, or prepare derivative works of Avalara’s services, Content, Avalara Technology, or Documentation; (iii) distribute or display Avalara’s services, Content, Avalara Technology, or Documentation other than to Authorized Users; (iv) share, sell, rent, lease, or otherwise distribute access to Avalara’s services (except with respect to Customer’s Affiliates as expressly provided in Section 2(e)) or use Avalara’s services to operate any timesharing, service bureau, or similar business; (v) alter, destroy, or otherwise remove any proprietary notices within Content, Avalara Technology, or Documentation; or (vi) disclose the results of any benchmark tests to any third parties without Avalara’s prior written consent.
- Unsupported APIs and Third-Party Application Integrations. Avalara may, in accordance with Section 9(b)(i)(2) (Avalara’s Warranties) of these Terms, cease supporting older APIs and functionality with respect to specific Third-Party Applications at the date specified in the Documentation. Disclosure in the Documentation shall constitute notice. In such case, the following shall not apply to Customer's continued use of such API or functionality beyond such date: (i) the support obligations contained in Section 2(c)(iii) (Avalara’s Responsibilities), (ii) the warranty obligations contained in Section 9(b)(i) (Avalara’s Warranties), and (iii) any support or warranty obligations or any timeliness or accuracy guarantees set forth in any applicable Supplemental Terms.
- PROPRIETARY RIGHTS
- Avalara’s Intellectual Property. Avalara and Avalara’s licensors retain and own all right, title, and interest in Avalara’s services, Content, Avalara Technology, Documentation, Avalara’s Confidential Information, and all enhancements or improvements to, or derivative works of, the foregoing, including any Intellectual Property rights therein. Nothing in the Agreement transfers or conveys to Customer any ownership interest in Avalara’s Intellectual Property.
- Suggestions. If Customer provides Avalara with any suggested improvements to the Services, that suggestion 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 suggested improvements. Notwithstanding the foregoing, nothing in this Section 3(b) (Suggestions) grants Avalara a license to use any Inventions covered by a registered patent owned by Customer.
- Customer’s Intellectual Property. Customer retains all ownership rights in Customer Data and Customer’s Confidential Information, including any Intellectual Property rights therein. Nothing in the Agreement transfers or conveys to Avalara any ownership interest in or to the Customer Data or Customer’s Confidential Information, provided that Avalara has the right to create Aggregate Data (as defined in Section 4(b) (Aggregate Data)) and owns all right, title, and interest in Aggregate Data both during and after the term of the Agreement. Customer shall ensure that it has all necessary rights and permissions required by Applicable Laws to use and permit the use of Customer Data in accordance with the Agreement.
- PRIVACY AND SECURITY
- Use of Customer Data. Avalara may retain, use, and disclose Customer Data solely (i) to provide the Services; (ii) to provide customer support; and (iii) to comply with Applicable Laws. Customer Data and Customer’s Confidential Information do not include Personal Information relating to an employee or other authorized Representative of Customer that is collected or received by Avalara in connection with the procurement or use of, or payment for, the Services (for example, the names and email addresses of Customer’s account representatives and accounting personnel). Avalara’s use of Personal Information of such an employee or other Representative is governed by the Avalara Privacy Policy available at https://www.avalara.com/privacy-policy, which describes how to manage individual communication preferences. Each Party shall be responsible for informing its own Representatives of the processing of their Personal Information as provided in the Agreement.
- Aggregate Data. Avalara may create, generate, and use Aggregate Data for any lawful purpose. “Aggregate Data” means de-identified and anonymized sets of data derived from the data of multiple Avalara customers (including Customer Data) for the purpose of expressing that information in summary form (for example, price index numbers are aggregated, in contrast to the price of a single commodity). Aggregate Data does not include any Personal Information relating to Customer, Authorized Users, Customer’s clients or customers, or other information that could reasonably identify a natural person or Customer.
- Protection of Customer Data, Personal Information, and Confidential Information. Each Party is responsible for complying with Applicable Laws, including applicable data protection legal requirements, for the purposes of the Agreement. Avalara shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access, destruction, modification, or disclosure of Customer Data, Confidential Information, or Personal Information. Avalara may occasionally update, upgrade, change, or add safeguards and security methods as warranted in Avalara’s sole discretion, and Customer may need to take action to facilitate continued interaction with the Services. Avalara shall implement processes and maintain procedures designed to comply with Applicable Laws and shall facilitate Customer’s compliance with its obligations for data security and response to individual data subject requests with respect to Personal Information in Avalara’s possession or control, to the extent that Customer is required to comply with any existing or newly enacted Applicable Laws regarding privacy including, for example, the General Data Protection Regulation (GDPR) or the California Privacy Rights Act (CPRA); and any amendments and successors to the foregoing. The Agreement and the Documentation are Customer’s instructions for processing Customer Data, and Avalara shall not process Customer Data for any other purpose. Avalara shall use commercially reasonable measures to ensure that any Avalara subcontractors implement and comply with reasonable security measures in handling any Customer Data, Personal Information, or Customer’s Confidential Information.
- Data Processing Agreement. The Parties agree to comply with the Avalara Services Data Processing Agreement, which is incorporated by this reference and is located at https://www.avalara.com/GDPR-DPA (the “DPA”).
- Notices. Avalara shall notify Customer without undue delay in accordance with Applicable Laws of unauthorized access, use, or disclosure of any Customer Data or Customer’s Confidential Information under Avalara’s control. Avalara shall provide Customer with information regarding such incident as required by Applicable Laws or as reasonably requested by Customer to enable Customer to comply with its obligations under Applicable Laws. Avalara shall use commercially reasonable efforts to: (i) identify the cause of the incident and (ii) remediate the cause of the incident within Avalara’s systems, to the extent such remediation is within Avalara’s reasonable control.
- SERVICE SUSPENSION AND DISPUTES
- Generally. As reasonably practicable under the circumstances, Avalara shall endeavor to resolve together with Customer any circumstance that may give rise to Avalara’s suspension rights, which include, for example, the following: (i) a material risk caused by Customer, its Affiliates, or its or their Authorized Users or Representatives to the security or performance of the Services, the network, Customer, or any other Avalara customer or business partner; (ii) use of the Services in violation of the Agreement; or (iii) Customer is delinquent in its payment obligations for any undisputed amounts. In the case of payment delinquency, Avalara shall notify Customer (including by phone or email to Customer’s business contact) at least 10 days before suspending the applicable Service. For any other suspension, other than with respect to sandbox Accounts, Avalara shall make a good faith effort to contact and provide notice to Customer (including by phone or email to Customer’s business contact) in advance. Payment of undisputed amounts will be considered delinquent if not received within 15 days following the due date set forth on an invoice. Avalara acknowledges that suspending Customer’s right to access or use the Services is a significant action, and therefore Avalara shall not exercise this remedy except in good faith and as necessary to resolve the issue giving rise to Avalara’s right to suspend the Services. Avalara shall also pursue other less drastic measures it deems appropriate, including collaborating with Customer to isolate the issue and escalating unresolved issues to senior management of Customer and Avalara. Avalara shall not destroy or overwrite any Customer Data during the suspension period.
- Effect of Suspension. If Avalara suspends Customer’s ability to access the Services, (i) Customer remains responsible for all fees and charges for suspended Services and for other Services to which Customer continues to have access, if any; and (ii) Customer will not be entitled to any compensation or credits for any period of suspension, unless suspension was due to Avalara’s error or omission. For a suspension of Customer’s AvaTax Account for delinquent payment, the Service will continue to return real-time tax calculation results.
- Payment Disputes. Customer must assert any payment dispute in writing to Avalara according to the instructions in the Documentation within 15 days after the due date of the invoice giving rise to the dispute. Avalara shall not exercise its suspension or termination rights or apply interest on late payments if Customer disputes the applicable charges reasonably and in good faith and provides reasonable cooperation to resolve the dispute.
- TERM AND TERMINATION
- Agreement Term. The term of the Agreement (the “Term”) begins on the Effective Date of the Initial Subscription Term for the first Service purchased and ends on the date of termination or expiration of the final Subscription Term.
- Subscription Terms. Customer may purchase subscriptions to one or more Services during the Term. The effective period (usually one year) of each subscription is a “Subscription Term” and, depending on the timing and agreed terms of the applicable Order Documents, those subscriptions may have different Subscription Terms. Each Initial Subscription Term begins on an “Effective Date,” which is either (1) the date Avalara enters Customer’s Order Document into Avalara’s billing system or (2) an alternate date mutually agreed by the Parties in writing.
- Initial Subscription Term. Customer’s initial Subscription Term for a Service (the “Initial Subscription Term”) is one year, which begins on the Effective Date and ends on the first anniversary of the Effective Date, unless the Order Document specifies a different period.
- Automatic Renewal. At the end of the then-current Subscription Term, each subscription to a Service will automatically renew for an additional one-year period (a “Renewal Subscription Term”) unless (1) Customer provides written notice of non-renewal to Avalara on or before the expiration date of the then-current Subscription Term, or (2) Avalara provides written notice of non-renewal to Customer at least 90 days before such expiration date. Customer must submit notice of non-renewal to Avalara in accordance with the instructions provided in the Documentation. Unless another payment method has been specified, Avalara will charge Customer’s payment information on file for the Service fees for the Renewal Subscription Term.
- Subscription to Upgraded or Additional Services. If Customer upgrades any of Customer’s Service subscriptions during a Subscription Term, then the Subscription Term for the upgraded Service will be coterminous with the current Subscription Term. In the event of any upgrade, Avalara will charge Customer’s payment information on file, unless another payment method is agreed, for the then-current applicable upgrade fee plus an amount equal to the difference between the then-current Service fee and the upgraded Service fee. If Customer subscribes to an additional Service, the Subscription Term for that Service will begin on the Effective Date for that Service and Customer will be separately charged for the applicable activation and annual Service subscription fee for the additional Service. If Customer upgrades the tier of Service purchased, renews a Service, or purchases an additional Service (excluding automatic upgrades), then all Services to which Customer subscribes under these Terms will be subject to the then-current Terms and applicable Supplemental Terms.
- Termination for Breach or Cause. Either Party may terminate the Agreement or any affected Service by notice to the other Party (i) if the other Party materially breaches its obligations under the Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of written notice of breach; or (ii) upon the other Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing. Material breach by Customer includes the following by way of example and not limitation: (1) Customer is unable to resolve any material issue leading to suspension of Customer’s Services as a result of the acts or omissions of Customer, its Affiliates, or its or their Authorized Users or Representatives within 30 days following notice of suspension; (2) Customer’s use of the Services in violation of Applicable Laws; or (3) if Customer purchases a returns Service and fails to fund its tax liabilities within the specified deadlines.
- Consequences of Termination for Breach. If Customer terminates the Agreement or any Service as a result of Avalara’s material breach, then Avalara shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term of the terminated Service (excluding any activation or other one-time fees); provided, however, that if Customer was unable to use the Service as a result of Avalara’s material breach, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service (or the date of Customer’s written notice of breach, if later). If Avalara terminates the Agreement or any Service due to Customer’s material breach, Avalara shall not refund any amounts to Customer.
- General Effects of Termination. Upon any termination of the Agreement: (i) all of Customer’s rights under the Agreement immediately terminate (with the exception of those surviving termination, as described below); (ii) except as set forth in Section 6(e) (Consequences of Termination for Breach), Customer remains liable for all fees, charges, Expenses, and any other obligations Customer has incurred during the Subscription Term; and (iii) Avalara shall destroy or overwrite Customer Data and Customer’s Confidential Information as provided in Section 6(h) (Deletion of Data). All provisions that by their nature should survive termination of this Agreement will do so (including, by way of example and not limitation, payment obligations, indemnification and defense obligations, and duties of confidentiality).
- Return of Customer Data. Upon receipt of a request to return Customer Data at any time up to 60 days after termination of the Agreement or the applicable Service, Avalara shall either (i) provide Customer with limited access to the Service, at no additional cost and subject to the obligations and restrictions of these Terms, solely for the purpose of retrieving Customer Data; or (ii) provide an export file of Customer Data stored on Avalara’s systems in a commonly used format reasonably determined by Avalara and subject to Avalara’s standard fees for such export. Avalara may, but has no obligation to, maintain or return Customer Data more than 60 days after termination of the Agreement.
- Deletion of Data.
- At Customer’s Request. Upon Customer’s request at any time during the Subscription Term for a Service or up to 60 days after termination of the Subscription Term, Avalara shall promptly destroy or overwrite Customer Data for such Service or Customer’s Confidential Information, other than Customer Data or Customer Confidential Information or Personal Information contained in automatic computer backups or historical archives or that must be retained to fulfill obligations under the Agreement for regulatory, legal, or audit purposes, or for compliance with Avalara’s data retention policies. If Customer requests Avalara permanently destroy or overwrite Customer Data, Customer releases Avalara from any claims or liability relating to that Customer Data, including, without limitation, any accuracy guarantee, warranty, or indemnification.
- Upon Termination. If Customer does not request deletion of its Customer Data or Customer’s Confidential Information, Avalara will destroy or overwrite such data and information in accordance with Avalara’s document retention policies and standard backup and archival procedures, after the data or information is no longer reasonably necessary to fulfill obligations under the Agreement or for regulatory, legal, or audit compliance.
- FEES AND TAXES
- Fees. Customer shall pay all fees specified in each Order Document and applicable Expenses. Customer will be invoiced based on the Order Document, including, if applicable, for usage-based fees. Except as otherwise specified in the Agreement: (i) amounts are quoted and payable in the currency specified on the Order Document; and (ii) payment obligations are non-cancelable and fees and Expenses paid are non-refundable. Unused one-time Services will expire 12 months from the date of order, and Customer will not be entitled to receive a refund for any fees prepaid for such expired one-time Services. Unless otherwise agreed in writing, Avalara will automatically charge Customer’s payment information on file for any renewals, upgrades, overage fees (if applicable), and additional Services purchased. Customers not enrolled in Avalara’s automatic payment program, when applicable, will be assessed a non-refundable opt-out convenience fee.
- Automatic Upgrades and Overages. If Customer’s Service fees include a usage tier, Customers may choose one of two options if Customer exceeds the usage tier for the applicable Service set forth in the Order Document: either payment of an overage charge or automatic upgrade to the next subscription tier. At any time prior to exceeding the applicable usage tier, Customer may change the selected option. The default choice is the automatic upgrade option. Overage fees for the Initial Subscription Term will be charged at the rate specified in the Order Document, and in any Renewal Subscription Term, Avalara’s then-current overage rates will apply.
- Subscription Plans. Customer’s subscription plan for the Service is specified in the applicable Order Document. Customer may not reduce Customer’s commitment under the Service subscription plan specified in the Order Document during the Subscription Term. Customer is not entitled to any refund of fees paid or relief from fees due if the volume of Service Customer actually uses is less than the volume Customer ordered, and Customer may not carry over any unused volume to Customer’s next Subscription Term. If Customer wishes to reduce the volume of a Service subscription plan, then Customer must notify Avalara before the start of the next Renewal Subscription Term for the applicable Service, and the reduction will be effective at the start of that next Renewal Subscription Term.
- Taxes. Customer is responsible for any applicable sales, use, excise, value-added, or similar taxes, levies, or duties payable with respect to Customer’s order of Services assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in any Order Document, all fees, rates, and estimates exclude such taxes, levies, and duties. Avalara is responsible only for taxes based upon Avalara’s net income, assets, payroll, property, and employees.
- Annual Increases. Unless otherwise agreed in writing, Avalara may increase Service fees for each Renewal Subscription Term. In order for price increases to be effective, Avalara must notify Customer 30 days prior to the Renewal Subscription Term. Such notice may be in the form of an invoice or any other form of notice used by Avalara to communicate with Customer. If Customer objects to the increase, Customer may elect to not renew its order of Services. Customer acknowledges that the following do not constitute fee increases: (i) additional fees for any upgrade or any additional Service that Customer orders; (ii) overage fees for usage in excess of Customer’s usage tier; and (iii) expiration of any discount or incentive programs to which Customer was previously entitled.
- CONFIDENTIAL INFORMATION
- Confidential Information. “Confidential Information” means information designated by a Party or a Party’s Affiliate as confidential, or given the circumstances, would reasonably be understood by the Recipient to be confidential, and that is disclosed by a Party, its Affiliates, or their respective Representatives (the “Discloser”) to the other Party, its Affiliates, or their respective Representatives (the “Recipient”), regardless of the form of disclosure. Confidential Information includes, with respect to Avalara and its Affiliates, the Avalara Technology and non-public Documentation, and with respect to Customer and its Affiliates, all Customer Data, and with respect to both the Discloser and Recipient, the non-public terms of the Agreement and all non-public information relating to business plans, customers and customer lists, data, designs (whether actual, contemplated, experimental, or planned), financial information, forecasts, Inventions, know-how, methods, market analysis, pricing, products (whether actual, contemplated, experimental, or planned), prerelease offerings, research and development, security policies and processes, source and object code, and strategies of the Discloser.
- Exclusions. Confidential Information does not include information that the Recipient can establish: (i) (except with respect to Personal Information) is or becomes generally known to the public without the Recipient’s breach of any obligation owed to the Discloser; (ii) has been rightfully received by the Recipient from a third party without confidentiality restrictions; (iii) is known to the Recipient without any restriction as to use or disclosure prior to first receipt by the Recipient from the Discloser; or (iv) has been independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
- Disclosures Required by Law. If any Applicable Laws or judicial or administrative order requires the Recipient to disclose any of the Discloser’s Confidential Information, the Recipient shall (if legally permitted) promptly notify the Discloser in writing prior to making any such disclosure, in order to facilitate the Discloser’s efforts to protect its Confidential Information. Following such notification, the Recipient shall cooperate with the Discloser, at the Discloser’s reasonable expense, in seeking and obtaining protection for the Discloser’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Discloser, the Recipient is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the Recipient may disclose only that portion of the Confidential Information that is legally required to be disclosed, and the Recipient shall exercise its best efforts to preserve the confidentiality of the remaining Confidential Information.
- Restrictions on Use and Disclosure. The Recipient shall use Confidential Information of the Discloser solely to fulfill its obligations under the Agreement, to comply with Applicable Laws, or as otherwise permitted under the Agreement. Subject to the permitted disclosures set forth in Section 8(c) (Disclosures Required by Law), the Recipient shall hold Confidential Information in strict confidence and shall not disclose or authorize the disclosure of Confidential Information to third parties except as otherwise permitted by the Agreement. The Recipient may disclose Confidential Information to a Representative or service provider on the condition that the Recipient: (i) ensures that such Representative or service provider is bound by a written agreement or other legally binding obligation of confidentiality and restricted use at least as protective as these Terms and (ii) is fully responsible for such Representative’s or service provider’s use and disclosure of the Confidential Information and its compliance with the obligations of the Recipient under this Section 8(d) (Restrictions on Use and Disclosure). The Recipient shall protect Confidential Information of the Discloser from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature and shall not reverse engineer, decompile, or disassemble any such Confidential Information. All rights and obligations regarding Confidential Information (including Customer Data) will survive and remain subject to the confidentiality provisions of this Agreement for as long as the Confidential Information is retained or until it no longer meets the definition of Confidential Information.
- Return of Confidential Information. Avalara shall destroy, overwrite, or return Customer’s Confidential Information as provided in Section 6(g) (Return of Customer Data) or Section 6(h) (Deletion of Data), as applicable.
- WARRANTIES
- Mutual Warranties. Each Party represents and warrants to the other Party that (i) it has the authority to enter into and perform its obligations under the Agreement; (ii) the Agreement does not conflict with any other agreement entered into by it; (iii) it does not conduct business for any unlawful purpose;and (iv) it is not on the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons; Her Majesty’s Treasury, Asset Freezing Unit’s Consolidated List of Financial Sanctions Targets; the European Union’s consolidated list of persons, groups, and entities subject to EU financial sanctions; or any similar list of embargoed or blocked persons applicable to persons or entities in the jurisdiction of such Party’s domicile or use of the Services.
- Avalara’s Warranties. Avalara offers the following warranties for the Services:
- Avalara warrants to Customer that: (1) the Services Avalara provides to Customer will perform in all material respects in accordance with its applicable, then-current Documentation; (2) subject to Section 4(c), Avalara will not materially reduce a Service or its features or functionality during a Subscription Term (provided, however, that Avalara may do so upon expiration of a Subscription Term with at least 90 days’ written notice to Customer); and (3) Avalara will use commercially reasonable efforts, using then-current versions of commercially available antivirus software, to ensure that the Avalara Technology provided to Customer contains no computer virus, Trojan horse, worm, or other similar malicious code. Avalara does not warrant that the Avalara Technology is free from all bugs, errors, or omissions.
- If Avalara fails to conform to any of the warranties in this Section 9(b) (Avalara’s Warranties) and Avalara does not render the Avalara Technology conforming within 30 days of Customer’s written notice to Avalara of the nonconformance, then, as Customer’s sole and exclusive remedy for any nonconformance, Customer may immediately terminate its subscription for the affected Service upon notice to Avalara, and Avalara shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term of the terminated Service (excluding any activation or other one-time fees). The refund will be calculated from the date that Customer notifies Avalara of the nonconformance.
- The warranties in this Section 9(b) (Avalara’s Warranties) do not apply to the extent that the Service, systems, or software have been modified by persons other than Avalara’s employees or persons authorized by Avalara.
- For the sake of clarity, any Content warranties, including for incorrect tax calculation or determination results or any other error in accuracy or timeliness of any Service, are set forth in the Supplemental Terms for the applicable Service (such as the Accuracy Guarantee in the AvaTax Supplemental Terms) and not by this Section 9(b) (Avalara’s Warranties). The warranties in the Agreement are for Customer’s sole benefit, and do not extend to any other person or entity.
- Disclaimer of Implied Warranties. Except as expressly provided in the Agreement, the Services are provided on an “as-is” and “as available” basis, and neither Party makes any warranties of any kind, whether express, implied, statutory, or otherwise, and each Party specifically disclaims all implied warranties, including the implied warranties of merchantability and fitness for a particular purpose, to the maximum extent permitted by Applicable Laws.
- INDEMNIFICATION
- Indemnification by Avalara. Avalara shall indemnify and defend Customer and Customer’s directors, officers, employees, and Affiliates against any Losses incurred as a result of a third-party demand, claim, or action that (1) the use of the Service in accordance with the Agreement infringes a copyright, registered trademark, issued patent, or other Intellectual Property right of such third party (an “Infringement”); (2) results from Avalara’s breach of its obligations under the Agreement; or (3) results from Avalara’s violation of Applicable Laws. “Loss” means any liability, loss, settlement payment (including any settlement the Indemnitee agrees to pay, as long as it is in a written settlement approved by the Indemnitor in writing), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges.
- If the Service is subject to a claim of Infringement and as a result, Customer’s use of the Service is enjoined, then Avalara shall, at no cost to Customer, procure for Customer the right to continue using the Service or replace it with non-infringing or modified Services of materially equivalent functionality.
- If none of the above options are available on terms that are commercially reasonable for Avalara, then Avalara may terminate Customer’s right to access and use the Services that require the infringing Service, in which case Avalara shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term for the terminated Service(s) (excluding any activation or other one-time fees) provided, however, that if Customer was unable to use the Service as a result of the Infringement, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service.
- Avalara has no obligation with respect to any actual or alleged Infringement to the extent that the Infringement is caused or alleged to be caused by (1) Customer Data (excluding Customer unique output); (2) use or modification of the Services other than by Avalara or other than as specified in the Documentation or the Agreement; or (3) combination of the Service with any products, software, services, data, or other materials not provided by Avalara or approved by Avalara in writing, if the Infringement would not have occurred but for such combination.
- Indemnification by Customer. Customer shall indemnify and defend Avalara and its Affiliates and their respective directors, officers, and employees against Losses incurred as a result of a third-party demand, claim, or action that (1) Customer’s use of the Service in breach of the Agreement infringes the Intellectual Property rights of a third party; (2) results from Customer’s breach of its obligations under the Agreement; or (3) results from Customer’s violation of Applicable Laws.
- Process. The obligations of a Party (“Indemnitor”) to defend or indemnify the other (“Indemnitee”) under this Section 10 (Indemnification) are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing of any claim or action within the scope of the Indemnitor’s defense or indemnity obligations set forth in the Agreement, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice; (ii) the Indemnitor must be given exclusive control of the defense of such claim and all negotiations relating to its settlement, except that the Indemnitor may not, without Indemnitee’s approval, (A) make any admissions on the Indemnitee’s behalf or (B) settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability; and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim, at the Indemnitor’s expense. The Indemnitee may participate in the defense of the claim at its sole cost and expense.
- Exclusive Remedy. This Section 10 (Indemnification) states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to Infringement and any other type of third-party claim or action described in this Section. This Section does not apply to any direct claims between the Parties. For the sake of clarity, this Section does not cover any claims based on any error in accuracy or timeliness of any Service, including, for example, any tax calculation or determination, tax return, filing, or compliance document. Such claims are governed exclusively by, and limited by, the warranties in the Terms or the warranties or guarantees set forth in the applicable Supplemental Terms, if any.
- Indemnification by Avalara. Avalara shall indemnify and defend Customer and Customer’s directors, officers, employees, and Affiliates against any Losses incurred as a result of a third-party demand, claim, or action that (1) the use of the Service in accordance with the Agreement infringes a copyright, registered trademark, issued patent, or other Intellectual Property right of such third party (an “Infringement”); (2) results from Avalara’s breach of its obligations under the Agreement; or (3) results from Avalara’s violation of Applicable Laws. “Loss” means any liability, loss, settlement payment (including any settlement the Indemnitee agrees to pay, as long as it is in a written settlement approved by the Indemnitor in writing), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges.
- MODIFICATIONS
- Modification Notice. Subject to the restrictions in this Section 11 (Modifications), Avalara may modify these Terms, the Acceptable Use Policy, the Data Processing Addendum, or any Supplemental Terms. If Avalara modifies these Terms, the Acceptable Use Policy, or any Supplemental Terms, it shall provide prior written notice (“Modification Notice”) to Customer of such modifications at least 30 days prior to the effectiveness of the modifications. Avalara is not required to provide prior notice if modifications are necessary to comply with Applicable Laws but in such case shall use commercially reasonable efforts to provide prior notice when practicable. Avalara may update the list of services in the table in Section 15 (Supplemental Terms) without providing prior notice.
- Renewal Modification Notice. If the Modification Notice states that the modifications will become effective upon commencement of a Renewal Subscription Term, then the modifications will become effective for each Service affected by the changes upon renewal of such Service. Customer may avoid the applicability of the changes only by cancelling the renewal of Customer’s subscription prior to commencement of the Renewal Subscription Term.
- Mid-Term Modification Notice. If the Modification Notice states that the modifications will become effective during the then-current Subscription Term, and the modifications materially and adversely affect Customer, then Customer may terminate Customer’s subscription to the affected Service by providing written notice to Avalara at any time within the 30-day period following the date of the Modification Notice. Customer’s termination will become effective on the later to occur of (i) the date on which Customer delivers a timely termination notice or (ii) the date on which the applicable modifications become effective, provided that, upon written request by Customer, Avalara shall continue to provide such Service to Customer as needed to manage a reasonable transition to another vendor, not to exceed 60 days, and at Avalara’s then-current rates for the affected Service. If Customer terminates a Service subscription pursuant to this Section 11(c) (Mid-Term Modification Notice), then Avalara shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term for the terminated Service (excluding any activation or other one-time fees).
- General. If Customer does not terminate the affected Service subscription as specified in this Section 11 (Modifications), then Customer will be bound by the modified terms beginning upon the effective date set forth in the Modification Notice.
- EXCLUSION OF CERTAIN CLAIMS; LIMITATION OF LIABILITY
- Exclusion of Certain Claims. In no event shall either Party be liable to the other Party or any other party for cost of cover or any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill or investments, use of money or facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages and even if such damages are reasonably foreseeable. The previous sentence will not apply to instances of gross negligence or willful misconduct, to a Party’s breach of its privacy, security, and confidentiality obligations set forth in Section 4 (Privacy and Security) and Section 8 (Confidential Information), to a Party’s misappropriation of the other Party’s intellectual property rights, or to a Party’s indemnification obligations.
- Limitation of Liability. In no event shall a Party’s aggregate liability to the other Party exceed the fees paid or payable by Customer to Avalara under the Agreement in the 12-month period immediately preceding the event giving rise to the claim. The previous sentence does not apply to instances of gross negligence or willful misconduct, to a Party’s indemnification obligations, to Customer’s obligations to pay fees and Expenses when due and payable, to noncompliance with the Acceptable Use Policy by Customer, Customer Affiliates or its or their Authorized Users or Representatives, or to any infringement or misappropriation by a Party of any Intellectual Property rights of the other Party.
- Limitation of Claims. Except with respect to claims of infringement or misappropriation of Intellectual Property of the other Party, a Party’s breach of its confidentiality obligations set forth in Section 8 (Confidential Information), or Customer’s failure to pay amounts due under the Agreement, neither Party may bring any claim relating to the Agreement more than two years after the events giving rise to the claim occurred.
- General. These exclusions and limitations apply even if the remedies are insufficient to cover all of the losses or damages of such Party, its Affiliates or, in the case of Customer, Authorized Users. Without these limitations, the fees for the Service(s) would be significantly higher. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply, and the Parties may have additional rights.
- MISCELLANEOUS
- Anti-Corruption Laws. Each Party shall at all times comply with all applicable anti-corruption laws, including, to the extent applicable, (1) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and (2) the UK Bribery Act 2010.
- Relationship of the Parties; No Professional Tax Opinions or Legal Advice. The Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the Parties. Distributors (as defined in Section 14 (Purchase Through Distributors) below) and Avalara’s other business partners are independent of Avalara and are not Avalara’s agents. Customer acknowledges and agrees that Avalara does not provide legal advice, including legal or professional tax opinions or management advice. Customer is responsible for its own tax policies and tax reporting positions taken. Customer is responsible for conducting its own due diligence and seeking the assistance of a qualified legal, tax, or accounting professional.
- Third-Party Applications. Avalara is not responsible for and does not in any way endorse any Third-Party Applications or websites linked to by Avalara’s website or the Services.
- Publicity. Neither Party shall issue any public statement regarding the Agreement without the other Party’s prior written consent. Unless a Party has specifically notified the other Party to the contrary in writing, either Party may use the name or logo of the other Party or its Affiliates to identify such other party as a customer or vendor (as the case may be) in accordance with that Party’s provided marketing guidelines.
- Other Technology or Services; No Audit Support. Customer acknowledges and agrees that Customer has not relied on any future availability of any service offerings, technology, or additional, enhanced or updated features or functionality, and that the Services do not include any audit support (unless otherwise specified in an Order Document).
- Governing Law; Jurisdiction and Venue. The Agreement and all matters in connection with the Agreement will be governed by laws of the state of New York, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. For any claims or causes of action arising out of the Agreement, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in New York County, New York.
- Equitable Relief. Each Party acknowledges that damages may be an inadequate remedy if the other Party or its Affiliates or its or their Representatives (or, in the case of Customer, Authorized Users) violate the obligations under the Agreement, and each Party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
- Force Majeure. Neither Party shall be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war. A Party seeking relief from performance under this Section 13(h) (Force Majeure) must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, either Party may, in its discretion, terminate the affected Service. Such termination will not result in any liability by either Party, except that, if Customer terminates the affected Service for Avalara’s failure, Avalara shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term of the terminated Service (excluding any activation or other one-time fees). If Customer was unable to use the Service as a result of the force majeure event, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service.
- Notices. Avalara shall communicate announcements of general interest by email or by posting on its website or on Customer’s console. Avalara shall provide Customer with legal notices in writing by email, mail, or courier to the address provided by Customer. Customer shall immediately notify Avalara if Customer’s address for notice changes. Except as otherwise specified in the Agreement, all notices to Avalara must be in writing and sent as follows:
- Successors and Assigns. Either Party may assign the Agreement without the other Party’s consent to an entity that acquires all or substantially all of the assets of or that is an Affiliate of the assigning Party, provided that (i) the assigning Party must provide notice to the other Party of the assignment, (ii) the assignee must agree in writing to be bound by the Agreement, and (iii) the non-assigning Party may prohibit assignment to a competitor of the non-assigning Party or to an entity operating a business in violation of Applicable Laws. Except as provided above, neither Party may assign its rights or obligations under the Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed, and any attempt to so assign the Agreement will be null and void. The Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.Account notices (for example, name or address changes)
Send to Customer Account Manager Notices of non-renewalSend in accordance with instructions provided in the Documentation (see Section 6(b)(ii) (Term and Termination))Legal noticesSend to legal@avalara.com - Severability. If any provision of the Agreement is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the Agreement will remain in full force and effect.
- Waiver. No waiver of any provision of the Agreement, nor any consent by a Party to the breach of or departure from any provision of the Agreement, will in any event be binding on or effective against such Party unless it is in writing and signed by such Party, and then the waiver or consent will be effective only in the specific instance and for the purpose for which given.
- Entire Agreement. The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto. Except as specified in Section 11 (Modifications), the Agreement may not be modified or amended except by a written instrument executed by both Parties. Customer’s standard terms of purchase or vendor management terms (including purchase order terms or click-through terms), if any, are inapplicable. Except to the extent expressly specified otherwise, if there is any conflict between these Terms and any of the other Agreement documents, then the following order of precedence applies: (i) any addendum between the Parties, (ii) the Order Document, (iii) the Supplemental Terms, as applicable, and (iv) these Terms.
- PURCHASE THROUGH DISTRIBUTORS. This Section 14 (Purchase Through Distributors) only applies to Customers who have purchased a Service through a Distributor. “Distributor” means an entity that Avalara has authorized as a distributor or reseller of the Services. For the sake of clarity, this Section 14 (Purchase Through Distributors) does not apply if Customer did not purchase a Service through a Distributor.
- Distributors. “Distributor Agreement” means the order, agreement or other document between Customer and a Distributor for Customer’s purchase or other acquisition of Services. Additional terms that apply to Customer’s use of the Services when obtained from a Distributor are set forth in this Section 14 (Purchase Through Distributors). In the event of any conflict between the provisions of the Agreement and the Distributor Agreement, then the provisions of the Agreement prevail. If a Distributor has granted Customer any rights that Avalara does not also directly grant to Customer in the Agreement, or that conflict with the Agreement, then Customer’s sole recourse with respect to such rights is against the Distributor.
- Subscriptions Through a Distributor. If Customer ordered a Service through a Distributor, the Subscription Term will begin on the Effective Date, and it will expire, renew, and terminate in accordance with the terms of the Distributor Agreement.
- Purchases Through a Distributor. If Customer ordered a Service through a Distributor, then the billing, payment, and termination sections of the Agreement may not apply to Customer, and Customer’s billing and payment rights and obligations are governed by the Distributor Agreement. However, if the Distributor from whom Customer purchased a Service fails to pay Avalara any amounts due in connection with Customer’s use of the Services, Avalara may suspend Customer’s Account, with or without notice to Customer. Customer agrees that Customer’s remedy in the event of such suspension is solely against the Distributor and that Avalara is not liable to Customer in any manner for such suspension. Avalara may invoice Customer directly for renewals.
- Modifications. Avalara may modify these Terms, the Acceptable Use Policy, or any Supplemental Terms. If Customer ordered a Service through a Distributor, any modification will take effect upon the date of the modification, and Customer may avoid the applicability of the modification only by ceasing its use of a Service.
- SUPPLEMENTAL TERMS. The supplemental terms below corresponding to a Service (“Supplemental Terms”) govern Customer’s use of that Service:ProductService DescriptionSupplemental Terms1099Avalara 1099Service for sending 1099s and other information and similar returns.AvaTaxAvaTaxService for calculating transaction taxes and certain fees and surcharges on the sale of goods and services, including sales, use, and value added taxes.Beverage AlcoholAvalara Licensing for Beverage AlcoholService where Avalara prepares, files, and manages licenses for beverage alcohol products.Avalara Product Registration for Beverage AlcoholService where Avalara prepares, files, and manages registrations for beverage alcohol products.Avalara Returns for Beverage AlcoholService where Avalara prepares and files sales, use, and excise tax returns for beverage alcohol sales and provides related client payment funding, remittance, and notice management services.Compliance Document Management ServicesCertCaptureService for storing and managing tax certificates.Exemption Certificate Management Essentials/Pro/EnterpriseServices for storing and managing tax certificates.Exemption Certificate Management System (formerly a TTR offering)Services for storing and managing tax certificates.CloudConnectCloudConnectService that uses Avalara’s CloudConnect hardware and services.CommunicationsAvalara for CommunicationsService for calculating transaction taxes, surcharges, and fees on telecommunications products and services and for Avalara to prepare and file associated tax returns.Cross-BorderAvalara Cross-Border EstimatedService for real-time estimation of duties and import taxes for both Delivered Duty Paid (DDP) and Delivered At Place (DAP) modes.
Avalara Self-Serve Tariff Code Classification Service for classifying items to Harmonized Commodity Description and Coding System (HS) codes. avalara.com/self-serveTCC Avalara Managed Tariff Code ClassificationService where Avalara assigns Harmonized Commodity Description and Coding System (HS) codes to Customer’s items.Customer Support
Assisted SupportService to provide support for AvaTax and implementation of additionally purchased services.Managed Support Service to provide support, ongoing maintenance of Customer’s Account, and implementation of additionally purchased services. www.avalara.com/support-terms One-time Managed SetupService to set up service on Customer’s behalfEnergy and Tobacco Avalara AvaTax for Energy (formerly known as AvaTax Excise)Service for excise, sales, and use tax calculation for petroleum products.Avalara AvaTax for Energy Pro (formerly known as AvaTax Excise Pro)Service for manually calculating excise, sales, and use tax on petroleum products.Avalara AvaTax for Tobacco (formerly known as AvaTax Excise)Service for excise, sales, and use tax calculation for tobacco products.Avalara Returns for Energy (formerly known as Avalara Returns Excise Enterprise)Service for providing signature-ready tax returns for petroleum products.Avalara Returns for Energy Pro (formerly known as Avalara Returns Excise Pro)Service that provides limited signature-ready tax returns for petroleum products.Avalara Returns for Tobacco (formerly known as Avalara Returns Excise Enterprise)Service for providing signature-ready tax returns for tobacco products.ExtractorsExtractorsInterface used by Customer to automate the transmission of Customer Data from a Third-Party Application to the Service.Insurance
AvaTax for InsuranceService for calculating insurance taxes on insurance products.Fiscal Representation for Insurance Service where Avalara or its Affiliate acts as Customer’s tax representative in the Filing Jurisdictions (defined in the Supplemental Terms for Managed Return for Insurance) selected by Customer. avalara.com/FR-for-insurance-supplemental-terms Managed Returns for Insurance Service where Avalara prepares and files Insurance Premium Tax registrations and returns and performs related notice management. avalara.com/MR-for-insurance-supplemental-terms LicensesAvalara Licensing for Hospitality Service where Avalara provides the preparation, filing, and renewal of the local and state lodging tax registrations and licenses for a Location. avalara.com/ALH-terms Avalara License Managed ServicesService where Avalara manages Customer's business license renewals on an outsourced basis.Avalara License ManagementService that enables Customer to create and manage a database of its business licenses.Avalara License Management for Accountants or ALMAService that enables Customer to create and manage a database of business licenses for its clients.Avalara License Guidance Service where Avalara provides Customer with a report listing the initial Licenses and Registration required, including PDFs of or links to the form applications, for one line of business in one physical business location and provides information to enable Customer to complete the applications. avalara.com/ALS-terms Avalara Sales Tax Registration Service where Avalara collects Customer Data and prepares and files a Registration for one jurisdiction. avalara.com/ALS-terms Avalara License Preparation The combination of the Avalara Sales Tax Registration Service and the ALS Service where, on a one-time basis, Avalara collects Customer Data and prepares the License forms for Customer to file the Licenses needed for one line of business in one physical location. avalara.com/ALS-terms Avalara License Filing The combination of the Avalara Sales Tax Registration Service and the ALS Service where on a one-time basis, Avalara collects Customer Data, and prepares and files the License forms needed for one line of business in one physical location, including for a Regulated Business, if applicable. avalara.com/ALS-terms Managed Tax Category Classification and MatrixMasterManaged Tax Category Classification (formerly known as AvaTax Mapping)Service for mapping products or product categories to tax codes or other taxonomies.MatrixMasterService for providing tax content, including product taxability determinations.Point-of-SaleAvalara Tax Content (formerly known as Avalara Content Generation for POS Service or Avalara CGPOS)Service that provides tax content to Customer's point-of-sale system for offline tax calculations.POS ServiceService for calculating sales and use tax for point-of-sale devices.Product Suites
Avalara for Small Business Avalara product suite that includes AvaTax, Returns for Small Business, Avalara License Guidance, and Exemption Certificate Management Essentials. avalara.com/asb-terms Property Tax Avalara Property Tax for Accountants Service for accountants to prepare and manage real and personal property returns, assessments, bills, and other property tax documents on their clients’ behalf.Avalara Property Tax for EnterpriseService for managing real and personal property returns, assessments, bills, and other property tax documents.Avalara Property Tax Returns ProService for preparing and managing personal property returns.ReturnsAvalara Managed Returns for AccountantsService where Avalara prepares and files sales and use tax returns and provides tax payment funding, and remittance services.Avalara ReturnsService where Avalara prepares and files sales and use tax returns, and provides payment funding, remittance, and notice management services for Customer.Avalara Returns for AccountantsService that enables Customer to prepare sales and use tax returns.Avalara Returns for Hospitality Service where Avalara prepares and files tax returns for lodging and hospitality transactions and provides payment funding, remittance, and notice management services for Customer. avalara.com/avalara-returns-terms-of-use Avalara Returns for Small BusinessService for preparing and filing sales tax and use tax returns.Streamlined Sales Tax & Certified Service Provider ProgramService Avalara provides under the Streamlined Sales Tax initiative and individual states’ certified service provider programs.Tax ResearchAvalara Tax ResearchService where Avalara provides tax research.avalara.com/tax-research-terms Avalara Tax Research for InsuranceService where Avalara provides tax research relevant to insurance.avalara.com/tax-research-terms Avalara Tax Research for Accountants Service where Avalara provides accountants with tax research for use with accountants' clients.avalara.com/tax-research-terms Transfer PricingAvalara Transfer Pricing ReportsService where Avalara provides transfer pricing reportsAvalara Transfer Pricing Reports for AccountantsService where Avalara provides accountants with transfer pricing reports for use with accountants' clientsValue-Added Tax (VAT)Avalara e-Invoicing, Avalara Live Reporting and Avalara Electronic Data Interchange Supplemental Terms Service for providing electronic management of invoices & for reporting sales transactions. https://www.avalara.com/ILR-terms Avalara Fiscal RepresentationService where Avalara or its Affiliate acts as Customer’s tax representative in the Filing Jurisdictions (defined in the Supplemental Terms for Managed VAT Reporting) selected by Customer.Avalara IOSS IntermediaryService where Avalara or its Affiliate established in the European Union is appointed by a Customer carrying out distance sales of goods imported into the European Union from third territories or third countries as the person liable for payment of VAT and for fulfilling certain other obligations in the name of and on behalf of Customer under the IOSS (“Import One-Stop Shop”) special scheme.Managed VAT Reporting (formerly known as Managed Returns Service)Service where Avalara prepares and files VAT registrations and returns and performs related notice management.VAT ReportingService for creating and electronically filing VAT returns and other indirect tax compliance reports. - ADDITIONAL POLICIES. Links to the additional policies below are provided for reference. PolicyLink
Acceptable Use Policy Avalara TaxRatesData Processing Agreement (DPA)Privacy Policy
Summary of Changes to Avalara Service Terms and Conditions
Effective November 1st 2023
DownloadSummary of changes
This summary applies to changes launched on January 1, 2024 (except as noted). Avalara has updated its Service Terms and Conditions, effective upon any renewal, upgrade, or service purchase on or after January 1, 2024.
Table of Contents
Below is a high-level summary of changes. This summary is provided for reference purposes only and is not a complete list of changes. You should review the updated Avalara Service Terms and Conditions and any Product-Specific Supplemental Terms that are applicable to your Service(s).
- Reorganized how the Avalara Service Terms and Conditions and all other terms are presented for easier, more intuitive reading.
- Updated some definitions for defined terms to more appropriately tie into our Product-Specific Supplemental Terms.
- Clarified that Avalara does not re-identify or de-anonymize Aggregate Data.
- Added an obligation for Avalara to provide notice if Customer needs to take action to continue using the Services if Avalara updates, upgrades, changes, or adds additional safeguards or security methods to the Services.
- Clarified that material breach by Customer includes failing Avalara’s KYC due diligence.
- Added language to restrictions on use and disclosure of Confidential Information to allow Avalara and Customer to discuss additional potential business opportunities between the parties.
- Change to mutual warranties to reflect that each party warrants that it and its Representative are not and have not been on the Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons, and other, similar lists of embargoed or blocked persons.
- Clarified that Avalara may materially reduce a Service or its features or functionality to comply with Applicable Law.
- Added a provision that to the extent the Service, systems, or software have been modified by Customer or on Customer’s behalf, warranties and guarantees provided in the Terms and Service-Specific Supplemental Terms will not apply.
- Clarified that Customer’s agreement with Avalara does not confer any rights or remedies to third-parties.
- Updated the intended use of status.avalara.com.
Effective October 24th 2023 to November 1st 2023
DownloadSummary of changes
This summary applies to changes launched on January 1, 2023 (except as noted).Avalara has updated its Service Terms and Conditions, effective upon any renewal, upgrade, or service purchase on or after January 1, 2023.
Table of Contents
Below is a high-level summary of changes. This summary is provided for reference purposes only and is not a complete list of changes. You should review the updated Avalara Service Terms and Conditions and any Supplemental Terms that are applicable to your Service.
- Clarified acceptable uses of Customer Data.
- Added language to clarify that safeguards and security methods may occasionally updated, upgraded, change, or added.
- Updated Applicable Laws regarding privacy to reflect all existing and newly enacted data privacy laws. Language regarding our compliance with the CCPA was moved to the Data Processing Agreement.
- Language regarding the Initial Subscription Term 60-day trial period has been moved to applicable Supplemental Terms.
- Clarified expiration date and refund policy for unused Services.
- Clarified when and how Service fees may be increased for each Renewal Subscription Term.
- Updated language regarding Avalara’s Service Warranties.
- Updated the definition of Loss to clarify Indemnification section and updated the Limitation of Liability language to account for indemnities in applicable Supplemental Terms.
- Updated when a Party may use the name or logo of the other Party.
- Updated content ownership (revised May 1, 2023)
- Clarified Avalara’s Service Warranties (revised May 1, 2023)
Service-Specific Supplemental Terms
Effective May 3rd 2024
DownloadTable of Contents
Some Services may be subject to additional terms specific to that service as set forth in the Service-Specific Supplemental Terms linked below. By accessing or using a service governed by Service-Specific Supplemental Terms, you also agree to the applicable Service-Specific Supplemental Terms. Service-Specific Supplemental Terms for services that Customer does not purchase or use do not apply to Customer.
Effective April 20th 2024 to May 3rd 2024
DownloadTable of Contents
Some Services may be subject to additional terms specific to that service as set forth in the Service-Specific Supplemental Terms linked below. By accessing or using a service governed by Service-Specific Supplemental Terms, you also agree to the applicable Service-Specific Supplemental Terms. Service-Specific Supplemental Terms for services that Customer does not purchase or use do not apply to Customer.
Effective April 10th 2024 to April 20th 2024
DownloadTable of Contents
Some Services may be subject to additional terms specific to that service as set forth in the Service-Specific Supplemental Terms linked below. By accessing or using a service governed by Service-Specific Supplemental Terms, you also agree to the applicable Service-Specific Supplemental Terms. Service-Specific Supplemental Terms for services that Customer does not purchase or use do not apply to Customer.
Effective December 11th 2023 to April 10th 2024
DownloadTable of Contents
Some Services may be subject to additional terms specific to that service as set forth in the Service-Specific Supplemental Terms linked below. By accessing or using a service governed by Service-Specific Supplemental Terms, you also agree to the applicable Service-Specific Supplemental Terms. Service-Specific Supplemental Terms for services that Customer does not purchase or use do not apply to Customer.
Effective November 1st 2023 to December 11th 2023
DownloadTable of Contents
Some Services may be subject to additional terms specific to that service as set forth in the Service-Specific Supplemental Terms linked below. By accessing or using a service governed by Service-Specific Supplemental Terms, you also agree to the applicable Service-Specific Supplemental Terms. Service-Specific Supplemental Terms for services that Customer does not purchase or use do not apply to Customer.
Effective October 27th 2023 to November 1st 2023
DownloadTable of Contents
Some Services may be subject to additional terms specific to that service as set forth in the Product-Specific Supplemental Terms linked below. By accessing or using a service governed by Product-Specific Supplemental Terms, you also agree to the applicable Product-Specific Supplemental Terms. Product-Specific Supplemental Terms for services that Customer does not purchase or use do not apply to Customer.
| Product |
| 1099 |
| Avalara 1099 |
| AvaTax |
| AvaTax |
| Beverage Alcohol |
| Avalara Licensing for Beverage Alcohol |
| Avalara Product Registration for Beverage Alcohol |
| Avalara Returns for Beverage Alcohol |
| Compliance Document Management Services |
| CertCapture |
| Exemption Certificate Management Essentials/Pro/Enterprise |
| Exemption Certificate Management System (formerly a TTR offering) |
| CloudConnect |
| CloudConnect |
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Avalara Professional Services Terms and Conditions
Effective April 11th 2024
DownloadTable of Contents
These Avalara Professional Services Terms and Conditions (“Professional Services Terms”), together with the Services Schedule (as defined below, and collectively, the “PS Agreement”), constitute a binding agreement between Avalara (as defined in Section 1) and Customer (each, a “Party”) under which Avalara or its Affiliates provides consulting, implementation, and other professional services (the “Professional Services”) to Customer.
- Definitions. Unless otherwise defined in a Services Schedule, capitalized terms in these Professional Services Terms have the following meanings:
- “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
- “Aggregate Data” means de-identified and anonymized sets of data derived from the data of multiple Avalara customers (including Customer) for the purpose of expressing that information in summary form (for example, price index numbers are aggregated, in contrast to the price of a single commodity). Aggregate Data does not include any personal information relating to Customer, Authorized Users, Customer’s clients, or customers, or other information that could reasonably identify a natural person or Customer.
- “Applicable Laws” means all applicable local, state, provincial, federal, and international laws and regulations.
- “Avalara” means Avalara, Inc., a Washington corporation with offices located at 255 S. King St, #1800, Seattle, WA 98104, except as otherwise indicated here with respect to Avalara services provided by Avalara’s Affiliates.
- “Authorized User” means any Representative or other person or entity acting on Customer’s behalf who is authorized by Customer to use the Professional Services and who has been supplied with access to the Professional Services either by Customer or by Avalara at Customer’s written request.
- “Avalara Property” means Avalara’s Confidential Information, Avalara products, Avalara services, Avalara documentation, and all Avalara technology, platforms, methodologies, processes, techniques, ideas, concepts, inventions, designs, tools, trade secrets, and know-how, and any modifications, improvements, or derivative works of the foregoing.
- “Customer” means the legal entity that executes a Services Schedule or receives the Professional Services.
- “Customer Data” means any information, including Personal Information, uploaded, provided, or made accessible to Avalara’s production or sandbox systems by Customer or Customer’s Authorized Users (or by Avalara on behalf of Customer) to receive Professional Services output that is returned by the Professional Services to Customer.
- “Customer Materials” means all Customer Data, information, data, materials, software, and hardware reasonably required for Avalara to perform the Professional Services.
- “Customer Property” means Customer’s Confidential Information (as defined in Section 14 (Confidential Information) below), Customer Materials, and any third-party data and third-party account information provided by Customer to Avalara.
- “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under Applicable Laws.
- “Representative” means a director, officer, employee, consultant, advisor, representative, service provider, agent, or representative of the subject party.
- “Services Results” means all deliverables, work product, designs, methodologies, processes, techniques, ideas, concepts, inventions, designs, tools, trade secrets, and know-how, and any modifications, improvements, or derivative works of the foregoing, resulting from the Professional Services, including any intellectual property rights therein.
- “Services Schedule” means the services schedule, sales order form, online purchase process, statement of work, or other document agreed to by Avalara and Customer describing the Professional Services to be provided by Avalara and referencing these Professional Services Terms.
- "Third-Party Applications" means computer software programs and other technology that are provided or made available to Customer by third parties.
- Project Authorization & Services. The Professional Services may include (i) configuration, implementation, training, or other consultation related to an Avalara product or service that Customer has received rights to use under a separate agreement, (ii) tax advisory services, or (iii) other consulting services related to Customer’s tax determination and compliance needs.
- Payment for Professional Services. Unless otherwise specified in the applicable Services Schedule, fees are invoiced and due in full upon execution of the Services Schedule. Customer is responsible for any applicable sales, use, excise, value-added, or other similar taxes, levies, or duties payable with respect to Customer’s order of Professional Services assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in any Services Schedule, all fees, rates, and estimates exclude such taxes, levies, and duties. Avalara is responsible only for taxes based upon Avalara’s net income, assets, payroll, property, and employees. If any change in the scope of the Professional Services affects the time or cost of performance under the applicable Services Schedule, the Parties must agree in writing to adjust the time and compensation to make the modification effective. Unless otherwise specified in the applicable Services Schedule, Customer will reimburse Avalara, without markup, for reasonable expenses incurred by Avalara in the course of performing the Professional Services, including, for example, materials and expenses for preapproved travel.
- Term and Termination. The term of the PS Agreement (the “Term”) will begin on the effective date specified in the applicable Services Schedule (“Services Effective Date”) and end on the date that the Professional Services are completed (“Services Completion Date”). Either Party may terminate the PS Agreement or any affected Professional Service by notice to the other Party (i) if the other Party materially breaches its obligations under the PS Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of written notice of breach; or (ii) upon the other Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing. If Customer terminates the PS Agreement or any Professional Service as a result of Avalara’s material breach, Customer shall be liable only for payment for the Professional Services rendered through the termination date and Avalara shall refund Customer the pro rata amount of any prepaid Professional Services fees applicable to the unused portion of the Professional Services. If Avalara terminates the PS Agreement or any Professional Service due to Customer’s material breach, Avalara shall not refund any amounts to Customer. All provisions that by their nature should survive termination will do so (including, for example, payment obligations, indemnification and defense obligations, and duties of confidentiality).
- Provision of Professional Services.
- Performance of Professional Services. Unless otherwise specified in the applicable Services Schedule: (i) Avalara will perform the Professional Services based on the schedule set forth in the Services Schedule; (ii) any estimates of hours or cost are reasonable and good-faith estimates only; and (iii) each task will be performed and payable on a time-and-materials basis.
- Unused Professional Services. Unless otherwise specified in the applicable Services Schedule, an unused order for Professional Services will expire 12 months from the date of order, and Customer will not be entitled to receive a refund for any fees prepaid for such expired Professional Services.
- Avalara's Affiliates. Avalara may provide the Professional Services through itself or through any of its Affiliates or a third-party representative. When an Affiliate of Avalara provides the Professional Services, all applicable references to “Avalara” in the PS Agreement relating to provision of the Professional Service refer to such Affiliate. Unless Customer enters into an agreement directly with the third-party representative, Avalara is responsible for its Affiliate’s or third-party representative’s compliance with the terms of the PS Agreement, and Avalara shall be responsible for their acts and omissions relating to the PS Agreement as though they were those of Avalara. Avalara or its Affiliate may invoice Customer for the Professional Services, and Customer shall pay all invoices to the Avalara Affiliate that issued the invoice. Customer and its Affiliates shall bring any claims it or they may have solely against Avalara and not against any Avalara Affiliate or third-party representative providing or invoicing for the Professional Services.
- Subcontractors. Avalara may use subcontractors to facilitate its obligations under the PS Agreement, and Avalara shall be responsible for the acts and omissions of such subcontractors relating to the PS Agreement as though they were those of Avalara.
- Customer's Affiliates. Customer may direct that Avalara provide the Professional Services to its Affiliate. Unless Avalara accepts a Services Schedule from an Affiliate or otherwise agrees in writing, (i) the Professional Services will be for the account of Customer, (ii) Avalara will invoice Customer and not its Affiliate for the Professional Services, (iii) Customer shall pay all invoices to Avalara, and (iv) among Customer and its Affiliates, only an entity specified on a Services Schedule may (1) take any action to enforce such entity’s rights and obligations arising from the PS Agreement, or (2) request technical support for such entity with respect to the Professional Services. When an Affiliate of Customer receives the Professional Services, all references to “Customer” in the PS Agreement are deemed to reference the Affiliate, as the context requires.
- Equipment. Unless otherwise agreed by Customer in writing, Avalara shall provide all equipment, supplies, and personnel necessary or appropriate to perform the Professional Services. For clarity, this provision does not apply to the Avalara product or service to which the Professional Services relate, the provision of which will be governed by the separate agreement with Customer for that product or service.
- General. Customer acknowledges and agrees that (i) Avalara will not update its advice, recommendations, or work product after the completion of the Professional Services (including, for example, updates to reflect changes or modifications to Applicable Laws, or to related judicial and administrative interpretations, or for subsequent events or transactions), unless Customer separately engages Avalara to do so in writing; and (ii) in performing the Professional Services, Avalara is entitled to base its conclusions and rely on the accuracy and completeness of the information, data, and assumptions that are furnished by or on behalf of Customer, without any independent investigation or verification. Inaccuracy or incompleteness of any data, information, or assumptions furnished to Avalara could materially impact Avalara’s conclusions.
- Acceptable Use Policy. Customer will comply with the Acceptable Use Policy available at https://www.avalara.com/legal/acceptable-use.
- Customer Materials.
- Customer Data. Avalara may require information regarding Customer’s customers, including Personal Information and Customer Data, to perform the Professional Services.
- Access. Customer shall provide Avalara with access to Customer Materials. Customer hereby grants Avalara a limited right to use the Customer Materials solely for the purpose of performing the Professional Services. Customer represents and warrants that it has all permissions required by Applicable Laws and rights necessary in the Customer Materials to use and provide them to Avalara for this purpose in accordance with the PS Agreement. Customer shall provide Avalara with safe access to Customer’s premises as reasonably required for Avalara to perform the Professional Services if onsite performance of Professional Services is agreed to by Customer. Avalara personnel shall comply with the reasonable written rules and regulations of Customer related to use of its premises, provided that those written rules and regulations are provided to Avalara prior to commencement of the Professional Services. Avalara shall not be responsible for failures or delays in performing Professional Services due to Customer’s failure or delay to provide access to Customer Materials or Customer’s premises or due to Customer-imposed or government-imposed security requirements.
- Privacy and Security.
- Use of Customer Data. Avalara may retain, use, and disclose Customer Data, solely (i) to fulfill its obligations to Customer under the PS Agreement or other agreements with Customer; (ii) to provide customer support; or (iii) to comply with Applicable Laws. Customer Data and Customer’s Confidential Information do not include Personal Information relating to an employee or other authorized Representative of Customer that is collected or received by Avalara in connection with the procurement or use of, or payment for, the Professional Services (for example, the names and email addresses of Customer’s account representatives and accounting personnel). Avalara’s use of Personal Information of such an employee or other Representative is governed by the Avalara Privacy Policy available at https://www.avalara.com/privacy-policy, which describes how to manage individual communication preferences. Each Party is responsible for informing its own Representatives of the processing of their Personal Information as provided in the PS Agreement.
- Protection of Customer Data, Personal Information, and Confidential Information. Each Party is responsible for complying with Applicable Laws, including applicable data protection legal requirements, for the purposes of the PS Agreement. Avalara shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access, destruction, modification, or disclosure of Customer Data, Confidential Information, or Personal Information. Avalara shall implement processes and maintain procedures designed to comply with Applicable Laws and shall facilitate Customer’s compliance with its obligations for data security and response to individual data subject requests with respect to Personal Information in Avalara’s possession or control, to the extent that Customer is required to comply with any existing or newly enacted Applicable Laws regarding privacy, including, for example, the General Data Protection Regulation (GDPR) or the California Privacy Rights Act (CPRA); and any amendments and successors to the foregoing. The PS Agreement comprises Customer’s instructions for processing Customer Data, and Avalara shall not process Customer Data for any other purpose. Avalara shall use commercially reasonable measures to ensure that any Avalara subcontractors implement and comply with reasonable security measures in handling any Customer Data, Personal Information, or Customer’s Confidential Information.
- Data Processing Addendum. The Parties agree to comply with the Avalara Data Processing and Transfer Addendum, which is incorporated by this reference and is located at https://legal.avalara.com/dpa (the “DPA”).
- Notices. Avalara shall notify Customer without undue delay in accordance with Applicable Laws of unauthorized access, use, or disclosure of any Customer Data or Customer’s Confidential Information under Avalara’s control. Avalara shall provide Customer with information regarding such incident as required by Applicable Laws or as reasonably requested by Customer to enable Customer to comply with its obligations under Applicable Laws. Avalara shall use commercially reasonable efforts to: (i) identify the cause of the incident and (ii) remediate the cause of the incident within Avalara’s systems, to the extent such remediation is within Avalara’s reasonable control.
- Intellectual Property Rights.
- General. Customer has and will retain sole and exclusive right, title, and interest in and to all Customer Property, including any and all intellectual property rights therein. Avalara has and will retain sole and exclusive right, title, and interest in and to all of Avalara Property, including any and all intellectual property rights therein. For clarity, Avalara’s ownership rights do not extend to Customer Property uploaded to, embedded, or incorporated in the Avalara Property. Notwithstanding anything to the contrary in the foregoing, Avalara may create, generate, and use Aggregate Data for any lawful purpose, both during and after the term of the PS Agreement.
- Suggestions. If Customer provides Avalara with any suggested improvements to the Avalara services, that suggestion is provided as is, and Customer also grants Avalara a non-exclusive, 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 suggested improvements. Notwithstanding the foregoing, nothing in this Section 8(b) (Suggestions) grants Avalara a license to use any methodologies, processes, techniques, ideas, concepts, designs, tools, or know-how covered by a registered patent owned by Customer.
- Ownership. Unless expressly stated otherwise in a Services Schedule, and excluding any Customer Property, Avalara will retain all right, title, and interest in and to Services Results. To the extent that the ownership of the Services Results does not automatically vest in Avalara, Customer hereby assigns and will assign to Avalara the Services Results and all right, title, and interest therein and thereto that Customer may have now or in the future. Upon full payment of all fees and expenses owing to Avalara under the applicable Services Schedule, Avalara hereby grants to Customer a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free license to access and use the Services Results provided to Customer for the purposes specified in the Services Schedule.
- Warranty. Provided that Customer performs its obligations to Avalara under these Professional Services Terms and the applicable Services Schedule, Avalara warrants to Customer that the Professional Services will be performed in a professional manner consistent with generally accepted industry practice. Avalara’s warranty shall expire 30 days after the applicable Services Completion Date or the termination of the Services Schedule, whichever occurs first. Avalara’s warranty shall only be effective if Customer notifies Avalara of the breach of warranty before that expiration date. Avalara’s sole and exclusive obligation for breach of warranty will be, at Avalara’s option, to (a) use commercially reasonable efforts to reperform the Professional Services in a manner that conforms to the warranty, or (b) refund to Customer the fees paid by Customer to Avalara for the nonconforming Professional Services. The remedies set forth in this paragraph are Customer’s exclusive remedies for any breach of warranty.
- Exclusion of Warranties. Except for the express warranty set forth in Section 9 (Warranty) of these Professional Services Terms, the Professional Services are provided “as is.” To the maximum extent permitted by Applicable Laws, Avalara expressly disclaims any other warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, noninfringement, design or suitability, quality of service, or any warranties arising from a course of dealing, usage, or trade. Avalara does not guarantee in any way that the results of any analysis or reports it produces are accurate.
- Exclusion of Certain Claims; Limitation of Liability.
- Exclusion of Certain Claims. Neither Party will be liable to the other Party or any other party for cost of cover or any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill or investments, use of money or facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages and even if such damages are reasonably foreseeable. The previous sentence will not apply to instances of gross negligence or willful misconduct, to a Party’s breach of its privacy, security, and confidentiality obligations set forth in Section 7 (Privacy and Security) and Section 14 (Confidential Information), to a Party’s misappropriation of the other Party’s intellectual property rights, or to a Party’s indemnification obligations set forth in Section 15 (Indemnification).
- Limitation of Liability. Neither Party’s aggregate liability will exceed the fees paid or payable by Customer to Avalara for the specific Services Schedule under which the event giving rise to the claim arose. The previous sentence does not apply to instances of gross negligence or willful misconduct, a Party’s indemnification obligations set forth in Section 15 (Indemnification), to Customer’s obligations to pay fees and expenses when due and payable, to noncompliance with Avalara’s Acceptable Use Policy by Customer, Customer Affiliates, or its or their Authorized Users or Representatives, or to any infringement or misappropriation by a Party of any intellectual property rights of the other Party.
- Limitation of Claims. Except with respect to claims of infringement or misappropriation of any intellectual property rights of the other Party, a Party’s breach of its confidentiality obligations set forth in Section 14 (Confidential Information), or Customer’s failure to pay fees and expenses under the PS Agreement, neither Party may bring any claim relating to the PS Agreement more than two years after the events giving rise to the claim occurred.
- General. These exclusions and limitations apply even if the remedies are insufficient to cover the losses or damages of such Party, its Affiliates or, in the case of Customer, Authorized Users. Without these limitations, the fees for the Professional Service(s) would be significantly higher. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply, and the Parties may have additional rights.
- Relationship of the Parties; No Professional Tax Opinions or Legal Advice. The PS Agreement does not create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. Distributors and Avalara’s other business partners are independent of Avalara and are not Avalara’s agents. Customer acknowledges and agrees that Avalara does not provide legal advice, including legal or professional tax opinions or management advice. Customer is responsible for its own tax policies and tax reporting positions taken. Customer is responsible for conducting its own due diligence and seeking the assistance of a qualified legal, tax, or accounting professional.
- Non-solicitation. During the Term and for a period of six months thereafter, neither Party shall solicit for employment any employee of the other Party who (a) worked directly on the Professional Services, and (b) came into regular and direct contact with the soliciting Party as the result of such work on the Professional Services. This restriction does not (1) prohibit either Party from hiring employees of the other Party who respond to job advertisements directed to the general public, or (2) apply with respect to a Party's employees who reside in a jurisdiction where this restriction is prohibited by Applicable Laws.
- Confidential Information. While providing and receiving the Professional Services, each Party, its Affiliates, or their respective Representatives (the “Recipient”) may have access to Confidential Information (as defined below) of the other Party, its Affiliates, or their respective Representatives (the “Discloser”). This Section 14 (Confidential Information) governs Confidential Information provided and received solely in conjunction with providing and receiving the Professional Services, and any Confidential Information provided and received as part of any other services provided by Avalara will be governed by the applicable confidential information provisions of the agreement or terms governing such services.
- Definition. “Confidential Information” means information designated by the Discloser as confidential, or given the circumstances, would reasonably be understood by the Recipient to be confidential, and that is disclosed by the Discloser to the Recipient, regardless of the form of disclosure. Confidential Information includes with respect to Avalara and its Affiliates, Avalara Property, Avalara’s technology, and any non-public documentation, and with respect to Customer and its Affiliates, all Customer Property, and with respect to both the Discloser and Recipient, the non-public terms of the PS Agreement and all non-public information relating to business plans, customers and customer lists, data, designs (whether actual, contemplated, experimental, or planned), financial information, forecasts, inventions, know-how, methods, market analysis, pricing, products (whether actual, contemplated, experimental or planned), prerelease offerings, research and development, security policies and processes, source and object code, and strategies of the Discloser.
- Exclusions. Confidential Information does not include information that the Recipient can establish: (i) (except with respect to Personal Information) is or becomes generally known to the public without the Recipient’s breach of any obligation owed to the Discloser; (ii) has been rightfully received by the Recipient from a third-party without confidentiality restrictions; (iii) is known to the Recipient without any restriction as to use or disclosure prior to first receipt by the Recipient from the Discloser; or (iv) has been independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
- Disclosures Required by Law. If any Applicable Laws or judicial or administrative order requires the Recipient to disclose any of the Discloser’s Confidential Information, the Recipient shall (if legally permitted) promptly notify the Discloser in writing prior to making any such disclosure, in order to facilitate the Discloser’s efforts to protect its Confidential Information. Following such notification, the Recipient shall cooperate with the Discloser, at the Discloser’s reasonable expense, in seeking and obtaining protection for the Discloser’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Discloser, the Recipient is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the Recipient may disclose only that portion of the Confidential Information that is legally required to be disclosed, and the Recipient shall exercise reasonable efforts to preserve the confidentiality of the remaining Confidential Information.
- Restrictions on Use and Disclosure. The Recipient shall use Confidential Information of the Discloser solely to fulfill its obligations under the PS Agreement, to comply with Applicable Laws, or as otherwise permitted under the PS Agreement. Subject to the permitted disclosures set forth in Section 14(c) (Disclosure Required by Law), the Recipient shall not disclose or authorize the disclosure of Confidential Information to third parties except as otherwise permitted by the PS Agreement. The Recipient may disclose Confidential Information to a Representative or service provider on the condition that the Recipient: (i) ensures that such Representative or service provider is bound by a written agreement or other legally binding obligation of confidentiality and restricted use at least as protective as these Professional Services Terms; and (ii) is fully responsible for such Representative’s or service provider’s use and disclosure of the Confidential Information and its compliance with the obligations of the Recipient under this Section 14(d) (Restrictions on Use and Disclosure). The Recipient shall protect Confidential Information of the Discloser from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature and shall not reverse engineer, decompile, or disassemble any such Confidential Information (except, in the case of Avalara, as required for the performance of the Professional Services). All rights and obligations regarding Confidential Information (including Customer Data) will survive and remain subject to the confidentiality provisions of this PS Agreement for as long as the Confidential Information is retained or until it no longer meets the definition of Confidential Information.
- Indemnification.
- Indemnification. Each Party (the “Indemnifying Party”) will indemnify and defend the other Party and its directors, officers, employees, and Affiliates (the “Indemnified Party”) against any Losses incurred as a result of a third-party demand, claim or action that (i) the use of technology or information provided by the Indemnifying Party under the PS Agreement infringes a copyright, registered trademark, issued patent, or other intellectual property right of such third-party, or (ii) results from the Indemnifying Party’s violation of any Applicable Laws or regulation. “Loss” means any liability, loss, settlement payment (including any settlement the Indemnified Party agrees to pay, as long as it is in a written settlement approved by Indemnifying Party in writing), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, and reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses, and charges resulting from the indemnified third-party claim.
- Process. The obligations of the Indemnifying Party to defend or indemnify the Indemnified Party under this Section 15 (Indemnification) are subject to the following: (i) the Indemnified Party must promptly inform the Indemnifying Party in writing of any claim or action within the scope of the Indemnifying Party’s defense or indemnity obligations set forth in the PS Agreement, provided that Indemnifying Party shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnifying Party is prejudiced by any such failure to provide prompt notice; (ii) the Indemnifying Party must be given exclusive control of the defense of such claim and all negotiations relating to its settlement, except that the Indemnifying Party may not, without Indemnified Party’s approval, (A) make any admissions on the Indemnified Party’s behalf or (B) settle any such claim unless the settlement unconditionally releases the Indemnified Party of all liability; and (iii) the Indemnified Party must reasonably assist the Indemnifying Party in all necessary respects in connection with the defense of the claim at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense of the claim at its sole cost and expense.
- Exclusive Remedy. This Section 15 (Indemnification) states the Indemnifying Party’s sole liability and the Indemnified Party’s exclusive remedy with respect to any type of third-party claim or action described in this Section. This Section does not apply to any direct claims between the Parties.
- Miscellaneous.
- Governing Law; Jurisdiction and Venue. The PS Agreement and all matters in connection with the PS Agreement will be governed by laws of the state of New York, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. For any claims or causes of action arising out of the PS Agreement, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in New York County, New York.
- Anti-Corruption Laws. Each Party shall at all times comply with all applicable anti-corruption laws, including, to the extent applicable, (1) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and (2) the UK Bribery Act 2010.
- Equitable Relief. Each Party acknowledges that damages may be an inadequate remedy if it or its Affiliates or its or their Representatives (or, in the case of Customer, Authorized Users) violates the obligations under the PS Agreement, and each Party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
- Force Majeure. Neither Party shall be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war. A Party seeking relief from performance under this Section 16(d) (Force Majeure) must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, either Party may, in its discretion, terminate the PS Agreement. Such termination will not result in any liability by either Party, except that, if Customer terminates the PS Agreement for Avalara’s failure, Avalara shall refund Customer the pro rata refund of any prepaid fees applicable to unused Professional Services.
- Notices. Avalara shall communicate announcements of general interest relating to Avalara’s products or services by email or by posting on its website or on Customer’s console for the applicable Avalara product or service. Avalara shall provide Customer with legal notices in writing by email, mail, or courier to the address provided by Customer. Customer shall immediately notify Avalara if Customer’s address for notice changes. Except as otherwise specified in the PS Agreement, all notices to Avalara must be in writing and sent as follows:Account notices (for example, name or address changes)Send to Customer Account ManagerLegal Notices
- Successors and Assigns. Either Party may assign the PS Agreement without the other Party’s consent to an entity that acquires all or substantially all of the assets of or that is an Affiliate of the assigning Party, provided that (i) the assigning Party must provide notice to the other Party of the assignment, (ii) the assignee must agree in writing to be bound by the PS Agreement, and (iii) the non-assigning Party may prohibit assignment to a competitor of the non-assigning Party or to an entity operating a business in violation of Applicable Laws. Except as provided above, neither Party may assign its rights or obligations under the PS Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed, and any attempt to so assign the PS Agreement will be null and void. The PS Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
- Severability. If any provision of the PS Agreement is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the PS Agreement will remain in full force and effect.
- Waiver. No waiver of any provision of the PS Agreement, nor any consent by a Party to the breach of or departure from any provision of the PS Agreement, will in any event be binding on or effective against such Party unless it is in writing and signed by such Party, and then the waiver or consent will be effective only in the specific instance and for the purpose for which given.
- Publicity. Neither Party shall issue any public statement regarding the PS Agreement without the other Party’s prior written consent. Unless a Party has specifically notified the other Party to the contrary in writing, either Party may use the name or logo of the other Party or its Affiliates to identify such other party as a customer or vendor (as the case may be) in accordance with that Party’s provided marketing guidelines.
- Third-Party Applications. Avalara is not responsible for and does not in any way endorse any Third-Party Applications or websites linked to by Avalara's website or services.
- Entire Agreement. The PS Agreement constitutes the entire agreement and understanding between the Parties with respect to the provision of the Professional Services and supersedes all prior and contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto. Any other products or services provided by Avalara to Customer will be governed by a separate agreement specific to those products or services. No modification or amendment of any provision of the PS Agreement will be effective unless in writing and signed by both Parties. Customer’s standard terms of purchase or vendor management terms (including purchase order terms or click-through terms), if any, are inapplicable. Except to the extent expressly specified otherwise, if there is any conflict between these Professional Services Terms and any of the other PS Agreement documents, the following order of precedence applies: (i) any addendum between the Parties, (ii) the Services Schedule, and (iii) these Professional Services Terms.
Effective November 1st 2023 to April 11th 2024
DownloadSummary of changes
Please note that these Professional Services Terms will apply to any Professional Services purchase made on or after November 1, 2023.
Table of Contents
These Avalara Professional Services Terms and Conditions (“Professional Services Terms”), together with the Services Schedule (as defined below, and collectively, the “PS Agreement”), constitute a binding agreement between Avalara (as defined in Section 1) and Customer (each, a “Party”) under which Avalara or its Affiliates provides consulting, implementation, and other professional services (the “Professional Services”) to Customer.
- Definitions. Unless otherwise defined in a Services Schedule, capitalized terms in these Professional Services Terms have the following meanings:
- “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
- “Aggregate Data” means de-identified and anonymized sets of data derived from the data of multiple Avalara customers (including Customer) for the purpose of expressing that information in summary form (for example, price index numbers are aggregated, in contrast to the price of a single commodity). Aggregate Data does not include any personal information relating to Customer, Authorized Users, Customer’s clients, or customers, or other information that could reasonably identify a natural person or Customer.
- “Applicable Laws” means all applicable local, state, provincial, federal, and international laws and regulations.
- “Avalara” means Avalara, Inc., a Washington corporation with offices located at 255 S. King St, #1800, Seattle, WA 98104, except as otherwise indicated here with respect to Avalara services provided by Avalara’s Affiliates.
- “Authorized User” means any Representative or other person or entity acting on Customer’s behalf who is authorized by Customer to use the Professional Services and who has been supplied with access to the Professional Services either by Customer or by Avalara at Customer’s written request.
- “Avalara Property” means Avalara’s Confidential Information, Avalara products, Avalara services, Avalara documentation, and all Avalara technology, platforms, methodologies, processes, techniques, ideas, concepts, inventions, designs, tools, trade secrets, and know-how, and any modifications, improvements, or derivative works of the foregoing.
- “Customer” means the legal entity that executes a Services Schedule or receives the Professional Services.
- “Customer Data” means any information, including Personal Information, uploaded, provided, or made accessible to Avalara’s production or sandbox systems by Customer or Customer’s Authorized Users (or by Avalara on behalf of Customer) to receive Professional Services output that is returned by the Professional Services to Customer.
- “Customer Materials” means all Customer Data, information, data, materials, software, and hardware reasonably required for Avalara to perform the Professional Services.
- “Customer Property” means Customer’s Confidential Information (as defined in Section 14 (Confidential Information) below), Customer Materials, and any third-party data and third-party account information provided by Customer to Avalara.
- “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under Applicable Laws.
- “Representative” means a director, officer, employee, consultant, advisor, representative, service provider, agent, or representative of the subject party.
- “Services Results” means all deliverables, work product, designs, methodologies, processes, techniques, ideas, concepts, inventions, designs, tools, trade secrets, and know-how, and any modifications, improvements, or derivative works of the foregoing, resulting from the Professional Services, including any intellectual property rights therein.
- “Services Schedule” means the services schedule, sales order form, online purchase process, statement of work, or other document agreed to by Avalara and Customer describing the Professional Services to be provided by Avalara and referencing these Professional Services Terms.
- "Third-Party Applications" means computer software programs and other technology that are provided or made available to Customer by third parties.
- Project Authorization & Services. The Professional Services may include (i) configuration, implementation, training, or other consultation related to an Avalara product or service that Customer has received rights to use under a separate agreement, (ii) tax advisory services, or (iii) other consulting services related to Customer’s tax determination and compliance needs.
- Payment for Professional Services. Unless otherwise specified in the applicable Services Schedule, fees are invoiced and due in full upon execution of the Services Schedule. Customer is responsible for any applicable sales, use, excise, value-added, or other similar taxes, levies, or duties payable with respect to Customer’s order of Professional Services assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in any Services Schedule, all fees, rates, and estimates exclude such taxes, levies, and duties. Avalara is responsible only for taxes based upon Avalara’s net income, assets, payroll, property, and employees. If any change in the scope of the Professional Services affects the time or cost of performance under the applicable Services Schedule, the Parties must agree in writing to adjust the time and compensation to make the modification effective. Unless otherwise specified in the applicable Services Schedule, Customer will reimburse Avalara, without markup, for reasonable expenses incurred by Avalara in the course of performing the Professional Services, including, for example, materials and expenses for preapproved travel.
- Term and Termination. The term of the PS Agreement (the “Term”) will begin on the effective date specified in the applicable Services Schedule (“Services Effective Date”) and end on the date that the Professional Services are completed (“Services Completion Date”). Either Party may terminate the PS Agreement or any affected Professional Service by notice to the other Party (i) if the other Party materially breaches its obligations under the PS Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of written notice of breach; or (ii) upon the other Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing. If Customer terminates the PS Agreement or any Professional Service as a result of Avalara’s material breach, Customer shall be liable only for payment for the Professional Services rendered through the termination date and Avalara shall refund Customer the pro rata amount of any prepaid Professional Services fees applicable to the unused portion of the Professional Services. If Avalara terminates the PS Agreement or any Professional Service due to Customer’s material breach, Avalara shall not refund any amounts to Customer. All provisions that by their nature should survive termination will do so (including, for example, payment obligations, indemnification and defense obligations, and duties of confidentiality).
- Provision of Professional Services.
- Performance of Professional Services. Unless otherwise specified in the applicable Services Schedule: (i) Avalara will perform the Professional Services based on the schedule set forth in the Services Schedule; (ii) any estimates of hours or cost are reasonable and good-faith estimates only; and (iii) each task will be performed and payable on a time-and-materials basis.
- Unused Professional Services. Unless otherwise specified in the applicable Services Schedule, an unused order for Professional Services will expire 12 months from the date of order, and Customer will not be entitled to receive a refund for any fees prepaid for such expired Professional Services.
- Avalara's Affiliates. Avalara may provide the Professional Services through itself or through any of its Affiliates or a third-party representative. When an Affiliate of Avalara provides the Professional Services, all applicable references to “Avalara” in the PS Agreement relating to provision of the Professional Service refer to such Affiliate. Unless Customer enters into an agreement directly with the third-party representative, Avalara is responsible for its Affiliate’s or third-party representative’s compliance with the terms of the PS Agreement, and Avalara shall be responsible for their acts and omissions relating to the PS Agreement as though they were those of Avalara. Avalara or its Affiliate may invoice Customer for the Professional Services, and Customer shall pay all invoices to the Avalara Affiliate that issued the invoice. Customer and its Affiliates shall bring any claims it or they may have solely against Avalara and not against any Avalara Affiliate or third-party representative providing or invoicing for the Professional Services.
- Subcontractors. Avalara may use subcontractors to facilitate its obligations under the PS Agreement, and Avalara shall be responsible for the acts and omissions of such subcontractors relating to the PS Agreement as though they were those of Avalara.
- Customer's Affiliates. Customer may direct that Avalara provide the Professional Services to its Affiliate. Unless Avalara accepts a Services Schedule from an Affiliate or otherwise agrees in writing, (i) the Professional Services will be for the account of Customer, (ii) Avalara will invoice Customer and not its Affiliate for the Professional Services, (iii) Customer shall pay all invoices to Avalara, and (iv) among Customer and its Affiliates, only an entity specified on a Services Schedule may (1) take any action to enforce such entity’s rights and obligations arising from the PS Agreement, or (2) request technical support for such entity with respect to the Professional Services. When an Affiliate of Customer receives the Professional Services, all references to “Customer” in the PS Agreement are deemed to reference the Affiliate, as the context requires.
- Equipment. Unless otherwise agreed by Customer in writing, Avalara shall provide all equipment, supplies, and personnel necessary or appropriate to perform the Professional Services. For clarity, this provision does not apply to the Avalara product or service to which the Professional Services relate, the provision of which will be governed by the separate agreement with Customer for that product or service.
- General. Customer acknowledges and agrees that (i) Avalara will not update its advice, recommendations, or work product after the completion of the Professional Services (including, for example, updates to reflect changes or modifications to Applicable Laws, or to related judicial and administrative interpretations, or for subsequent events or transactions), unless Customer separately engages Avalara to do so in writing; and (ii) in performing the Professional Services, Avalara is entitled to base its conclusions and rely on the accuracy and completeness of the information, data, and assumptions that are furnished by or on behalf of Customer, without any independent investigation or verification. Inaccuracy or incompleteness of any data, information, or assumptions furnished to Avalara could materially impact Avalara’s conclusions.
- Acceptable Use Policy. Customer will comply with the Acceptable Use Policy available at https://www.avalara.com/legal/acceptable-use.
- Customer Materials.
- Customer Data. Avalara may require information regarding Customer’s customers, including Personal Information and Customer Data, to perform the Professional Services.
- Access. Customer shall provide Avalara with access to Customer Materials. Customer hereby grants Avalara a limited right to use the Customer Materials solely for the purpose of performing the Professional Services. Customer represents and warrants that it has all permissions required by Applicable Laws and rights necessary in the Customer Materials to use and provide them to Avalara for this purpose in accordance with the PS Agreement. Customer shall provide Avalara with safe access to Customer’s premises as reasonably required for Avalara to perform the Professional Services if onsite performance of Professional Services is agreed to by Customer. Avalara personnel shall comply with the reasonable written rules and regulations of Customer related to use of its premises, provided that those written rules and regulations are provided to Avalara prior to commencement of the Professional Services. Avalara shall not be responsible for failures or delays in performing Professional Services due to Customer’s failure or delay to provide access to Customer Materials or Customer’s premises or due to Customer-imposed or government-imposed security requirements.
- Privacy and Security.
- Use of Customer Data. Avalara may retain, use, and disclose Customer Data, solely (i) to fulfill its obligations to Customer under the PS Agreement or other agreements with Customer; (ii) to provide customer support; or (iii) to comply with Applicable Laws. Customer Data and Customer’s Confidential Information do not include Personal Information relating to an employee or other authorized Representative of Customer that is collected or received by Avalara in connection with the procurement or use of, or payment for, the Professional Services (for example, the names and email addresses of Customer’s account representatives and accounting personnel). Avalara’s use of Personal Information of such an employee or other Representative is governed by the Avalara Privacy Policy available at https://www.avalara.com/privacy-policy, which describes how to manage individual communication preferences. Each Party is responsible for informing its own Representatives of the processing of their Personal Information as provided in the PS Agreement.
- Protection of Customer Data, Personal Information, and Confidential Information. Each Party is responsible for complying with Applicable Laws, including applicable data protection legal requirements, for the purposes of the PS Agreement. Avalara shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access, destruction, modification, or disclosure of Customer Data, Confidential Information, or Personal Information. Avalara shall implement processes and maintain procedures designed to comply with Applicable Laws and shall facilitate Customer’s compliance with its obligations for data security and response to individual data subject requests with respect to Personal Information in Avalara’s possession or control, to the extent that Customer is required to comply with any existing or newly enacted Applicable Laws regarding privacy, including, for example, the General Data Protection Regulation (GDPR) or the California Privacy Rights Act (CPRA); and any amendments and successors to the foregoing. The PS Agreement comprises Customer’s instructions for processing Customer Data, and Avalara shall not process Customer Data for any other purpose. Avalara shall use commercially reasonable measures to ensure that any Avalara subcontractors implement and comply with reasonable security measures in handling any Customer Data, Personal Information, or Customer’s Confidential Information.
- Data Processing Addendum. The Parties agree to comply with the Avalara Data Processing and Transfer Addendum, which is incorporated by this reference and is located at https://www.avalara.com/GDPR-DPA (the “DPA”).
- Notices. Avalara shall notify Customer without undue delay in accordance with Applicable Laws of unauthorized access, use, or disclosure of any Customer Data or Customer’s Confidential Information under Avalara’s control. Avalara shall provide Customer with information regarding such incident as required by Applicable Laws or as reasonably requested by Customer to enable Customer to comply with its obligations under Applicable Laws. Avalara shall use commercially reasonable efforts to: (i) identify the cause of the incident and (ii) remediate the cause of the incident within Avalara’s systems, to the extent such remediation is within Avalara’s reasonable control.
- Intellectual Property Rights.
- General. Customer has and will retain sole and exclusive right, title, and interest in and to all Customer Property, including any and all intellectual property rights therein. Avalara has and will retain sole and exclusive right, title, and interest in and to all of Avalara Property, including any and all intellectual property rights therein. For clarity, Avalara’s ownership rights do not extend to Customer Property uploaded to, embedded, or incorporated in the Avalara Property. Notwithstanding anything to the contrary in the foregoing, Avalara may create, generate, and use Aggregate Data for any lawful purpose, both during and after the term of the PS Agreement.
- Suggestions. If Customer provides Avalara with any suggested improvements to the Avalara services, that suggestion is provided as is, and Customer also grants Avalara a non-exclusive, 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 suggested improvements. Notwithstanding the foregoing, nothing in this Section 8(b) (Suggestions) grants Avalara a license to use any methodologies, processes, techniques, ideas, concepts, designs, tools, or know-how covered by a registered patent owned by Customer.
- Ownership. Unless expressly stated otherwise in a Services Schedule, and excluding any Customer Property, Avalara will retain all right, title, and interest in and to Services Results. To the extent that the ownership of the Services Results does not automatically vest in Avalara, Customer hereby assigns and will assign to Avalara the Services Results and all right, title, and interest therein and thereto that Customer may have now or in the future. Upon full payment of all fees and expenses owing to Avalara under the applicable Services Schedule, Avalara hereby grants to Customer a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free license to access and use the Services Results provided to Customer for the purposes specified in the Services Schedule.
- Warranty. Provided that Customer performs its obligations to Avalara under these Professional Services Terms and the applicable Services Schedule, Avalara warrants to Customer that the Professional Services will be performed in a professional manner consistent with generally accepted industry practice. Avalara’s warranty shall expire 30 days after the applicable Services Completion Date or the termination of the Services Schedule, whichever occurs first. Avalara’s warranty shall only be effective if Customer notifies Avalara of the breach of warranty before that expiration date. Avalara’s sole and exclusive obligation for breach of warranty will be, at Avalara’s option, to (a) use commercially reasonable efforts to reperform the Professional Services in a manner that conforms to the warranty, or (b) refund to Customer the fees paid by Customer to Avalara for the nonconforming Professional Services. The remedies set forth in this paragraph are Customer’s exclusive remedies for any breach of warranty.
- Exclusion of Warranties. Except for the express warranty set forth in Section 9 (Warranty) of these Professional Services Terms, the Professional Services are provided “as is.” To the maximum extent permitted by Applicable Laws, Avalara expressly disclaims any other warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, noninfringement, design or suitability, quality of service, or any warranties arising from a course of dealing, usage, or trade. Avalara does not guarantee in any way that the results of any analysis or reports it produces are accurate.
- Exclusion of Certain Claims; Limitation of Liability.
- Exclusion of Certain Claims. Neither Party will be liable to the other Party or any other party for cost of cover or any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill or investments, use of money or facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages and even if such damages are reasonably foreseeable. The previous sentence will not apply to instances of gross negligence or willful misconduct, to a Party’s breach of its privacy, security, and confidentiality obligations set forth in Section 7 (Privacy and Security) and Section 14 (Confidential Information), to a Party’s misappropriation of the other Party’s intellectual property rights, or to a Party’s indemnification obligations set forth in Section 15 (Indemnification).
- Limitation of Liability. Neither Party’s aggregate liability will exceed the fees paid or payable by Customer to Avalara for the specific Services Schedule under which the event giving rise to the claim arose. The previous sentence does not apply to instances of gross negligence or willful misconduct, a Party’s indemnification obligations set forth in Section 15 (Indemnification), to Customer’s obligations to pay fees and expenses when due and payable, to noncompliance with Avalara’s Acceptable Use Policy by Customer, Customer Affiliates, or its or their Authorized Users or Representatives, or to any infringement or misappropriation by a Party of any intellectual property rights of the other Party.
- Limitation of Claims. Except with respect to claims of infringement or misappropriation of any intellectual property rights of the other Party, a Party’s breach of its confidentiality obligations set forth in Section 14 (Confidential Information), or Customer’s failure to pay fees and expenses under the PS Agreement, neither Party may bring any claim relating to the PS Agreement more than two years after the events giving rise to the claim occurred.
- General. These exclusions and limitations apply even if the remedies are insufficient to cover the losses or damages of such Party, its Affiliates or, in the case of Customer, Authorized Users. Without these limitations, the fees for the Professional Service(s) would be significantly higher. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply, and the Parties may have additional rights.
- Relationship of the Parties; No Professional Tax Opinions or Legal Advice. The PS Agreement does not create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. Distributors and Avalara’s other business partners are independent of Avalara and are not Avalara’s agents. Customer acknowledges and agrees that Avalara does not provide legal advice, including legal or professional tax opinions or management advice. Customer is responsible for its own tax policies and tax reporting positions taken. Customer is responsible for conducting its own due diligence and seeking the assistance of a qualified legal, tax, or accounting professional.
- Non-solicitation. During the Term and for a period of six months thereafter, neither Party shall solicit for employment any employee of the other Party who (a) worked directly on the Professional Services, and (b) came into regular and direct contact with the soliciting Party as the result of such work on the Professional Services. This restriction does not (1) prohibit either Party from hiring employees of the other Party who respond to job advertisements directed to the general public, or (2) apply with respect to a Party's employees who reside in a jurisdiction where this restriction is prohibited by Applicable Laws.
- Confidential Information. While providing and receiving the Professional Services, each Party, its Affiliates, or their respective Representatives (the “Recipient”) may have access to Confidential Information (as defined below) of the other Party, its Affiliates, or their respective Representatives (the “Discloser”). This Section 14 (Confidential Information) governs Confidential Information provided and received solely in conjunction with providing and receiving the Professional Services, and any Confidential Information provided and received as part of any other services provided by Avalara will be governed by the applicable confidential information provisions of the agreement or terms governing such services.
- Definition. “Confidential Information” means information designated by the Discloser as confidential, or given the circumstances, would reasonably be understood by the Recipient to be confidential, and that is disclosed by the Discloser to the Recipient, regardless of the form of disclosure. Confidential Information includes with respect to Avalara and its Affiliates, Avalara Property, Avalara’s technology, and any non-public documentation, and with respect to Customer and its Affiliates, all Customer Property, and with respect to both the Discloser and Recipient, the non-public terms of the PS Agreement and all non-public information relating to business plans, customers and customer lists, data, designs (whether actual, contemplated, experimental, or planned), financial information, forecasts, inventions, know-how, methods, market analysis, pricing, products (whether actual, contemplated, experimental or planned), prerelease offerings, research and development, security policies and processes, source and object code, and strategies of the Discloser.
- Exclusions. Confidential Information does not include information that the Recipient can establish: (i) (except with respect to Personal Information) is or becomes generally known to the public without the Recipient’s breach of any obligation owed to the Discloser; (ii) has been rightfully received by the Recipient from a third-party without confidentiality restrictions; (iii) is known to the Recipient without any restriction as to use or disclosure prior to first receipt by the Recipient from the Discloser; or (iv) has been independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
- Disclosures Required by Law. If any Applicable Laws or judicial or administrative order requires the Recipient to disclose any of the Discloser’s Confidential Information, the Recipient shall (if legally permitted) promptly notify the Discloser in writing prior to making any such disclosure, in order to facilitate the Discloser’s efforts to protect its Confidential Information. Following such notification, the Recipient shall cooperate with the Discloser, at the Discloser’s reasonable expense, in seeking and obtaining protection for the Discloser’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Discloser, the Recipient is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the Recipient may disclose only that portion of the Confidential Information that is legally required to be disclosed, and the Recipient shall exercise reasonable efforts to preserve the confidentiality of the remaining Confidential Information.
- Restrictions on Use and Disclosure. The Recipient shall use Confidential Information of the Discloser solely to fulfill its obligations under the PS Agreement, to comply with Applicable Laws, or as otherwise permitted under the PS Agreement. Subject to the permitted disclosures set forth in Section 14(c) (Disclosure Required by Law), the Recipient shall not disclose or authorize the disclosure of Confidential Information to third parties except as otherwise permitted by the PS Agreement. The Recipient may disclose Confidential Information to a Representative or service provider on the condition that the Recipient: (i) ensures that such Representative or service provider is bound by a written agreement or other legally binding obligation of confidentiality and restricted use at least as protective as these Professional Services Terms; and (ii) is fully responsible for such Representative’s or service provider’s use and disclosure of the Confidential Information and its compliance with the obligations of the Recipient under this Section 14(d) (Restrictions on Use and Disclosure). The Recipient shall protect Confidential Information of the Discloser from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature and shall not reverse engineer, decompile, or disassemble any such Confidential Information (except, in the case of Avalara, as required for the performance of the Professional Services). All rights and obligations regarding Confidential Information (including Customer Data) will survive and remain subject to the confidentiality provisions of this PS Agreement for as long as the Confidential Information is retained or until it no longer meets the definition of Confidential Information.
- Indemnification.
- Indemnification. Each Party (the “Indemnifying Party”) will indemnify and defend the other Party and its directors, officers, employees, and Affiliates (the “Indemnified Party”) against any Losses incurred as a result of a third-party demand, claim or action that (i) the use of technology or information provided by the Indemnifying Party under the PS Agreement infringes a copyright, registered trademark, issued patent, or other intellectual property right of such third-party, or (ii) results from the Indemnifying Party’s violation of any Applicable Laws or regulation. “Loss” means any liability, loss, settlement payment (including any settlement the Indemnified Party agrees to pay, as long as it is in a written settlement approved by Indemnifying Party in writing), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, and reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses, and charges resulting from the indemnified third-party claim.
- Process. The obligations of the Indemnifying Party to defend or indemnify the Indemnified Party under this Section 15 (Indemnification) are subject to the following: (i) the Indemnified Party must promptly inform the Indemnifying Party in writing of any claim or action within the scope of the Indemnifying Party’s defense or indemnity obligations set forth in the PS Agreement, provided that Indemnifying Party shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnifying Party is prejudiced by any such failure to provide prompt notice; (ii) the Indemnifying Party must be given exclusive control of the defense of such claim and all negotiations relating to its settlement, except that the Indemnifying Party may not, without Indemnified Party’s approval, (A) make any admissions on the Indemnified Party’s behalf or (B) settle any such claim unless the settlement unconditionally releases the Indemnified Party of all liability; and (iii) the Indemnified Party must reasonably assist the Indemnifying Party in all necessary respects in connection with the defense of the claim at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense of the claim at its sole cost and expense.
- Exclusive Remedy. This Section 15 (Indemnification) states the Indemnifying Party’s sole liability and the Indemnified Party’s exclusive remedy with respect to any type of third-party claim or action described in this Section. This Section does not apply to any direct claims between the Parties.
- Miscellaneous.
- Governing Law; Jurisdiction and Venue. The PS Agreement and all matters in connection with the PS Agreement will be governed by laws of the state of New York, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. For any claims or causes of action arising out of the PS Agreement, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in New York County, New York.
- Anti-Corruption Laws. Each Party shall at all times comply with all applicable anti-corruption laws, including, to the extent applicable, (1) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and (2) the UK Bribery Act 2010.
- Equitable Relief. Each Party acknowledges that damages may be an inadequate remedy if it or its Affiliates or its or their Representatives (or, in the case of Customer, Authorized Users) violates the obligations under the PS Agreement, and each Party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
- Force Majeure. Neither Party shall be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war. A Party seeking relief from performance under this Section 16(d) (Force Majeure) must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, either Party may, in its discretion, terminate the PS Agreement. Such termination will not result in any liability by either Party, except that, if Customer terminates the PS Agreement for Avalara’s failure, Avalara shall refund Customer the pro rata refund of any prepaid fees applicable to unused Professional Services.
- Notices. Avalara shall communicate announcements of general interest relating to Avalara’s products or services by email or by posting on its website or on Customer’s console for the applicable Avalara product or service. Avalara shall provide Customer with legal notices in writing by email, mail, or courier to the address provided by Customer. Customer shall immediately notify Avalara if Customer’s address for notice changes. Except as otherwise specified in the PS Agreement, all notices to Avalara must be in writing and sent as follows:Account notices (for example, name or address changes)Send to Customer Account ManagerLegal Notices
- Successors and Assigns. Either Party may assign the PS Agreement without the other Party’s consent to an entity that acquires all or substantially all of the assets of or that is an Affiliate of the assigning Party, provided that (i) the assigning Party must provide notice to the other Party of the assignment, (ii) the assignee must agree in writing to be bound by the PS Agreement, and (iii) the non-assigning Party may prohibit assignment to a competitor of the non-assigning Party or to an entity operating a business in violation of Applicable Laws. Except as provided above, neither Party may assign its rights or obligations under the PS Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed, and any attempt to so assign the PS Agreement will be null and void. The PS Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
- Severability. If any provision of the PS Agreement is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the PS Agreement will remain in full force and effect.
- Waiver. No waiver of any provision of the PS Agreement, nor any consent by a Party to the breach of or departure from any provision of the PS Agreement, will in any event be binding on or effective against such Party unless it is in writing and signed by such Party, and then the waiver or consent will be effective only in the specific instance and for the purpose for which given.
- Publicity. Neither Party shall issue any public statement regarding the PS Agreement without the other Party’s prior written consent. Unless a Party has specifically notified the other Party to the contrary in writing, either Party may use the name or logo of the other Party or its Affiliates to identify such other party as a customer or vendor (as the case may be) in accordance with that Party’s provided marketing guidelines.
- Third-Party Applications. Avalara is not responsible for and does not in any way endorse any Third-Party Applications or websites linked to by Avalara's website or services.
- Entire Agreement. The PS Agreement constitutes the entire agreement and understanding between the Parties with respect to the provision of the Professional Services and supersedes all prior and contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto. Any other products or services provided by Avalara to Customer will be governed by a separate agreement specific to those products or services. No modification or amendment of any provision of the PS Agreement will be effective unless in writing and signed by both Parties. Customer’s standard terms of purchase or vendor management terms (including purchase order terms or click-through terms), if any, are inapplicable. Except to the extent expressly specified otherwise, if there is any conflict between these Professional Services Terms and any of the other PS Agreement documents, the following order of precedence applies: (i) any addendum between the Parties, (ii) the Services Schedule, and (iii) these Professional Services Terms.
Effective October 24th 2023 to November 1st 2023
DownloadSummary of changes
Please note that these updated Professional Services Terms will apply to any renewal, upgrade, or additional Professional Services purchase made on or after January 1, 2023.
Table of Contents
Last updated January 1, 2023
These Avalara Professional Services Terms and Conditions (“Professional Services Terms”), together with the Services Schedule (as defined below, and collectively, the “PS Agreement”), constitute a binding agreement between Avalara (as defined in Section 1) and Customer (each, a “Party”) under which Avalara or its Affiliates provides consulting, implementation, and other professional services (the “Professional Services”) to Customer.
- Definitions. Unless otherwise defined in a Services Schedule, capitalized terms in these Professional Services Terms have the following meanings:
- “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
- “Aggregate Data” means de-identified and anonymized sets of data derived from the data of multiple Avalara customers (including Customer) for the purpose of expressing that information in summary form (for example, price index numbers are aggregated, in contrast to the price of a single commodity). Aggregate Data does not include any personal information relating to Customer, Authorized Users, Customer’s clients, or customers, or other information that could reasonably identify a natural person or Customer.
- “Applicable Laws” means all applicable local, state, provincial, federal, and international laws and regulations.
- “Avalara” means Avalara, Inc., a Washington corporation with offices located at 255 S. King St, #1800, Seattle, WA 98104, except as otherwise indicated here with respect to Avalara services provided by Avalara’s Affiliates.
- “Authorized User” means any Representative or other person or entity acting on Customer’s behalf who is authorized by Customer to use the Professional Services and who has been supplied with access to the Professional Services either by Customer or by Avalara at Customer’s written request.
- “Avalara Property” means Avalara’s Confidential Information, Avalara products, Avalara services, Avalara documentation, and all Avalara technology, platforms, methodologies, processes, techniques, ideas, concepts, inventions, designs, tools, trade secrets, and know-how, and any modifications, improvements, or derivative works of the foregoing.
- “Customer” means the legal entity that executes a Services Schedule or receives the Professional Services.
- “Customer Data” means any information, including Personal Information, uploaded, provided, or made accessible to Avalara’s production or sandbox systems by Customer or Customer’s Authorized Users (or by Avalara on behalf of Customer) to receive Professional Services output that is returned by the Professional Services to Customer.
- “Customer Materials” means all Customer Data, information, data, materials, software, and hardware reasonably required for Avalara to perform the Professional Services.
- “Customer Property” means Customer’s Confidential Information (as defined in Section 14 (Confidential Information) below), Customer Materials, and any third-party data and third-party account information provided by Customer to Avalara.
- “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under Applicable Laws.
- “Representative” means a director, officer, employee, consultant, advisor, representative, service provider, agent, or representative of the subject party.
- “Services Results” means all deliverables, work product, designs, methodologies, processes, techniques, ideas, concepts, inventions, designs, tools, trade secrets, and know-how, and any modifications, improvements, or derivative works of the foregoing, resulting from the Professional Services, including any intellectual property rights therein.
- “Services Schedule” means the services schedule, sales order form, online purchase process, statement of work, or other document agreed to by Avalara and Customer describing the Professional Services to be provided by Avalara and referencing these Professional Services Terms.
- Project Authorization & Services. The Professional Services may include (i) configuration, implementation, training, or other consultation related to an Avalara product or service that Customer has received rights to use under a separate agreement, (ii) tax advisory services, or (iii) other consulting services related to Customer’s tax determination and compliance needs.
- Payment for Professional Services. Unless otherwise specified in the applicable Services Schedule, fees are invoiced and due in full upon execution of the Services Schedule. Customer is responsible for any applicable sales, use, excise, value-added, or other similar taxes, levies, or duties payable with respect to Customer’s order of Professional Services assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in any Services Schedule, all fees, rates, and estimates exclude such taxes, levies, and duties. Avalara is responsible only for taxes based upon Avalara’s net income, assets, payroll, property, and employees. If any change in the scope of the Professional Services affects the time or cost of performance under the applicable Services Schedule, the Parties must agree in writing to adjust the time and compensation to make the modification effective. Unless otherwise specified in the applicable Services Schedule, Customer will reimburse Avalara, without markup, for reasonable expenses incurred by Avalara in the course of performing the Professional Services, including, for example, materials and expenses for preapproved travel.
- Term and Termination. The term of the PS Agreement (the “Term”) will begin on the effective date specified in the applicable Services Schedule (“Services Effective Date”) and end on the date that the Professional Services are completed (“Services Completion Date”). Either Party may terminate the PS Agreement or any affected Professional Service by notice to the other Party (i) if the other Party materially breaches its obligations under the PS Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of written notice of breach; or (ii) upon the other Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing. If Customer terminates the PS Agreement or any Professional Service as a result of Avalara’s material breach, Customer shall be liable only for payment for the Professional Services rendered through the termination date and Avalara shall refund Customer the pro rata amount of any prepaid Professional Services fees applicable to the unused portion of the Professional Services. If Avalara terminates the PS Agreement or any Professional Service due to Customer’s material breach, Avalara shall not refund any amounts to Customer. All provisions that by their nature should survive termination will do so (including, for example, payment obligations, indemnification and defense obligations, and duties of confidentiality).
- Provision of Professional Services.
- Performance of Professional Services. Unless otherwise specified in the applicable Services Schedule: (i) Avalara will perform the Professional Services based on the schedule set forth in the Services Schedule; (ii) any estimates of hours or cost are reasonable and good-faith estimates only; and (iii) each task will be performed and payable on a time-and-materials basis.
- Unused Professional Services. Unless otherwise specified in the applicable Services Schedule, an unused order for Professional Services will expire 12 months from the date of order, and Customer will not be entitled to receive a refund for any fees prepaid for such expired Professional Services.
- Avalara's Affiliates. Avalara may provide the Professional Services through itself or through any of its Affiliates or a third-party representative. When an Affiliate of Avalara provides the Professional Services, all applicable references to “Avalara” in the PS Agreement relating to provision of the Professional Service refer to such Affiliate. Unless Customer enters into an agreement directly with the third-party representative, Avalara is responsible for its Affiliate’s or third-party representative’s compliance with the terms of the PS Agreement, and Avalara shall be responsible for their acts and omissions relating to the PS Agreement as though they were those of Avalara. Avalara or its Affiliate may invoice Customer for the Professional Services, and Customer shall pay all invoices to the Avalara Affiliate that issued the invoice. Customer and its Affiliates shall bring any claims it or they may have solely against Avalara and not against any Avalara Affiliate or third-party representative providing or invoicing for the Professional Services.
- Subcontractors. Avalara may use subcontractors to facilitate its obligations under the PS Agreement, and Avalara shall be responsible for the acts and omissions of such subcontractors relating to the PS Agreement as though they were those of Avalara.
- Customer's Affiliates. Customer may direct that Avalara provide the Professional Services to its Affiliate. Unless Avalara accepts a Services Schedule from an Affiliate or otherwise agrees in writing, (i) the Professional Services will be for the account of Customer, (ii) Avalara will invoice Customer and not its Affiliate for the Professional Services, (iii) Customer shall pay all invoices to Avalara, and (iv) among Customer and its Affiliates, only an entity specified on a Services Schedule may (1) take any action to enforce such entity’s rights and obligations arising from the PS Agreement, or (2) request technical support for such entity with respect to the Professional Services. When an Affiliate of Customer receives the Professional Services, all references to “Customer” in the PS Agreement are deemed to reference the Affiliate, as the context requires.
- Equipment. Unless otherwise agreed by Customer in writing, Avalara shall provide all equipment, supplies, and personnel necessary or appropriate to perform the Professional Services. For clarity, this provision does not apply to the Avalara product or service to which the Professional Services relate, the provision of which will be governed by the separate agreement with Customer for that product or service.
- General. Customer acknowledges and agrees that (i) Avalara will not update its advice, recommendations, or work product after the completion of the Professional Services (including, for example, updates to reflect changes or modifications to Applicable Laws, or to related judicial and administrative interpretations, or for subsequent events or transactions), unless Customer separately engages Avalara to do so in writing; and (ii) in performing the Professional Services, Avalara is entitled to base its conclusions and rely on the accuracy and completeness of the information, data, and assumptions that are furnished by or on behalf of Customer, without any independent investigation or verification. Inaccuracy or incompleteness of any data, information, or assumptions furnished to Avalara could materially impact Avalara’s conclusions.
- Acceptable Use Policy. Customer will comply with the Acceptable Use Policy available at https://www.avalara.com/legal/acceptable-use.
- Customer Materials.
- Customer Data. Avalara may require information regarding Customer’s customers, including Personal Information and Customer Data, to perform the Professional Services.
- Access. Customer shall provide Avalara with access to Customer Materials. Customer hereby grants Avalara a limited right to use the Customer Materials solely for the purpose of performing the Professional Services. Customer represents and warrants that it has all permissions required by Applicable Laws and rights necessary in the Customer Materials to use and provide them to Avalara for this purpose in accordance with the PS Agreement. Customer shall provide Avalara with safe access to Customer’s premises as reasonably required for Avalara to perform the Professional Services if onsite performance of Professional Services is agreed to by Customer. Avalara personnel shall comply with the reasonable written rules and regulations of Customer related to use of its premises, provided that those written rules and regulations are provided to Avalara prior to commencement of the Professional Services. Avalara shall not be responsible for failures or delays in performing Professional Services due to Customer’s failure or delay to provide access to Customer Materials or Customer’s premises or due to Customer-imposed or government-imposed security requirements.
- Privacy and Security.
- Use of Customer Data. Avalara may retain, use, and disclose Customer Data, solely (i) to fulfill its obligations to Customer under the PS Agreement or other agreements with Customer; (ii) to provide customer support; or (iii) to comply with Applicable Laws. Customer Data and Customer’s Confidential Information do not include Personal Information relating to an employee or other authorized Representative of Customer that is collected or received by Avalara in connection with the procurement or use of, or payment for, the Professional Services (for example, the names and email addresses of Customer’s account representatives and accounting personnel). Avalara’s use of Personal Information of such an employee or other Representative is governed by the Avalara Privacy Policy available at https://www.avalara.com/privacy-policy, which describes how to manage individual communication preferences. Each Party is responsible for informing its own Representatives of the processing of their Personal Information as provided in the PS Agreement.
- Protection of Customer Data, Personal Information, and Confidential Information. Each Party is responsible for complying with Applicable Laws, including applicable data protection legal requirements, for the purposes of the PS Agreement. Avalara shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access, destruction, modification, or disclosure of Customer Data, Confidential Information, or Personal Information. Avalara shall implement processes and maintain procedures designed to comply with Applicable Laws and shall facilitate Customer’s compliance with its obligations for data security and response to individual data subject requests with respect to Personal Information in Avalara’s possession or control, to the extent that Customer is required to comply with any existing or newly enacted Applicable Laws regarding privacy, including, for example, the General Data Protection Regulation (GDPR) or the California Privacy Rights Act (CPRA); and any amendments and successors to the foregoing. The PS Agreement comprises Customer’s instructions for processing Customer Data, and Avalara shall not process Customer Data for any other purpose. Avalara shall use commercially reasonable measures to ensure that any Avalara subcontractors implement and comply with reasonable security measures in handling any Customer Data, Personal Information, or Customer’s Confidential Information.
- Data Processing Addendum. The Parties agree to comply with the Avalara Data Processing and Transfer Addendum, which is incorporated by this reference and is located at https://www.avalara.com/GDPR-DPA (the “DPA”).
- Notices. Avalara shall notify Customer without undue delay in accordance with Applicable Laws of unauthorized access, use, or disclosure of any Customer Data or Customer’s Confidential Information under Avalara’s control. Avalara shall provide Customer with information regarding such incident as required by Applicable Laws or as reasonably requested by Customer to enable Customer to comply with its obligations under Applicable Laws. Avalara shall use commercially reasonable efforts to: (i) identify the cause of the incident and (ii) remediate the cause of the incident within Avalara’s systems, to the extent such remediation is within Avalara’s reasonable control.
- Intellectual Property Rights.
- General. Customer has and will retain sole and exclusive right, title, and interest in and to all Customer Property, including any and all intellectual property rights therein. Avalara has and will retain sole and exclusive right, title, and interest in and to all of Avalara Property, including any and all intellectual property rights therein. For clarity, Avalara’s ownership rights do not extend to Customer Property uploaded to, embedded, or incorporated in the Avalara Property. Notwithstanding anything to the contrary in the foregoing, Avalara may create, generate, and use Aggregate Data for any lawful purpose, both during and after the term of the PS Agreement.
- Suggestions. If Customer provides Avalara with any suggested improvements to the Avalara services, that suggestion is provided as is, and Customer also grants Avalara a non-exclusive, 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 suggested improvements. Notwithstanding the foregoing, nothing in this Section 8(b) (Suggestions) grants Avalara a license to use any methodologies, processes, techniques, ideas, concepts, designs, tools, or know-how covered by a registered patent owned by Customer.
- Ownership. Unless expressly stated otherwise in a Services Schedule, and excluding any Customer Property, Avalara will retain all right, title, and interest in and to Services Results. To the extent that the ownership of the Services Results does not automatically vest in Avalara, Customer hereby assigns and will assign to Avalara the Services Results and all right, title, and interest therein and thereto that Customer may have now or in the future. Upon full payment of all fees and expenses owing to Avalara under the applicable Services Schedule, Avalara hereby grants to Customer a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free license to access and use the Services Results provided to Customer for the purposes specified in the Services Schedule.
- Warranty. Provided that Customer performs its obligations to Avalara under these Professional Services Terms and the applicable Services Schedule, Avalara warrants to Customer that the Professional Services will be performed in a professional manner consistent with generally accepted industry practice. Avalara’s warranty shall expire 30 days after the applicable Services Completion Date or the termination of the Services Schedule, whichever occurs first. Avalara’s warranty shall only be effective if Customer notifies Avalara of the breach of warranty before that expiration date. Avalara’s sole and exclusive obligation for breach of warranty will be, at Avalara’s option, to (a) use commercially reasonable efforts to reperform the Professional Services in a manner that conforms to the warranty, or (b) refund to Customer the fees paid by Customer to Avalara for the nonconforming Professional Services. The remedies set forth in this paragraph are Customer’s exclusive remedies for any breach of warranty.
- Exclusion of Warranties. Except for the express warranty set forth in Section 9 (Warranty) of these Professional Services Terms, the Professional Services are provided “as is.” To the maximum extent permitted by Applicable Laws, Avalara expressly disclaims any other warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, noninfringement, design or suitability, quality of service, or any warranties arising from a course of dealing, usage, or trade. Avalara does not guarantee in any way that the results of any analysis or reports it produces are accurate.
- Exclusion of Certain Claims; Limitation of Liability.
- Exclusion of Certain Claims. Neither Party will be liable to the other Party or any other party for cost of cover or any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill or investments, use of money or facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages and even if such damages are reasonably foreseeable. The previous sentence will not apply to instances of gross negligence or willful misconduct, to a Party’s breach of its privacy, security, and confidentiality obligations set forth in Section 7 (Privacy and Security) and Section 14 (Confidential Information), to a Party’s misappropriation of the other Party’s intellectual property rights, or to a Party’s indemnification obligations set forth in Section 15 (Indemnification).
- Limitation of Liability. Neither Party’s aggregate liability will exceed the fees paid or payable by Customer to Avalara for the specific Services Schedule under which the event giving rise to the claim arose. The previous sentence does not apply to instances of gross negligence or willful misconduct, a Party’s indemnification obligations set forth in Section 15 (Indemnification), to Customer’s obligations to pay fees and expenses when due and payable, to noncompliance with Avalara’s Acceptable Use Policy by Customer, Customer Affiliates, or its or their Authorized Users or Representatives, or to any infringement or misappropriation by a Party of any intellectual property rights of the other Party.
- Limitation of Claims. Except with respect to claims of infringement or misappropriation of any intellectual property rights of the other Party, a Party’s breach of its confidentiality obligations set forth in Section 14 (Confidential Information), or Customer’s failure to pay fees and expenses under the PS Agreement, neither Party may bring any claim relating to the PS Agreement more than two years after the events giving rise to the claim occurred.
- General. These exclusions and limitations apply even if the remedies are insufficient to cover the losses or damages of such Party, its Affiliates or, in the case of Customer, Authorized Users. Without these limitations, the fees for the Professional Service(s) would be significantly higher. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply, and the Parties may have additional rights.
- Relationship of the Parties; No Professional Tax Opinions or Legal Advice. The PS Agreement does not create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. Distributors and Avalara’s other business partners are independent of Avalara and are not Avalara’s agents. Customer acknowledges and agrees that Avalara does not provide legal advice, including legal or professional tax opinions or management advice. Customer is responsible for its own tax policies and tax reporting positions taken. Customer is responsible for conducting its own due diligence and seeking the assistance of a qualified legal, tax, or accounting professional.
- Non-solicitation. During the Term and for a period of six months thereafter, neither Party shall solicit for employment any employee of the other Party who (a) worked directly on the Professional Services, and (b) came into regular and direct contact with the soliciting Party as the result of such work on the Professional Services. This restriction does not (1) prohibit either Party from hiring employees of the other Party who respond to job advertisements directed to the general public, or (2) apply with respect to a Party's employees who reside in a jurisdiction where this restriction is prohibited by Applicable Laws.
- Confidential Information. While providing and receiving the Professional Services, each Party, its Affiliates, or their respective Representatives (the “Discloser”) may have access to Confidential Information (as defined below) of the other Party, its Affiliates, or their respective Representatives (the “Recipient”). This Section 14 (Confidential Information) governs Confidential Information provided and received solely in conjunction with providing and receiving the Professional Services, and any Confidential Information provided and received as part of any other services provided by Avalara will be governed by the applicable confidential information provisions of the agreement or terms governing such services.
- Definition. “Confidential Information” means information designated by the Discloser as confidential, or given the circumstances, would reasonably be understood by the Recipient to be confidential, and that is disclosed by the Discloser to the Recipient, regardless of the form of disclosure. Confidential Information includes with respect to Avalara and its Affiliates, Avalara Property, Avalara’s technology, and any non-public documentation, and with respect to Customer and its Affiliates, all Customer Property, and with respect to both the Discloser and Recipient, the non-public terms of the PS Agreement and all non-public information relating to business plans, customers and customer lists, data, designs (whether actual, contemplated, experimental, or planned), financial information, forecasts, inventions, know-how, methods, market analysis, pricing, products (whether actual, contemplated, experimental or planned), prerelease offerings, research and development, security policies and processes, source and object code, and strategies of the Discloser.
- Exclusions. Confidential Information does not include information that the Recipient can establish: (i) (except with respect to Personal Information) is or becomes generally known to the public without the Recipient’s breach of any obligation owed to the Discloser; (ii) has been rightfully received by the Recipient from a third-party without confidentiality restrictions; (iii) is known to the Recipient without any restriction as to use or disclosure prior to first receipt by the Recipient from the Discloser; or (iv) has been independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
- Disclosures Required by Law. If any Applicable Laws or judicial or administrative order requires the Recipient to disclose any of the Discloser’s Confidential Information, the Recipient shall (if legally permitted) promptly notify the Discloser in writing prior to making any such disclosure, in order to facilitate the Discloser’s efforts to protect its Confidential Information. Following such notification, the Recipient shall cooperate with the Discloser, at the Discloser’s reasonable expense, in seeking and obtaining protection for the Discloser’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Discloser, the Recipient is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the Recipient may disclose only that portion of the Confidential Information that is legally required to be disclosed, and the Recipient shall exercise reasonable efforts to preserve the confidentiality of the remaining Confidential Information.
- Restrictions on Use and Disclosure. The Recipient shall use Confidential Information of the Discloser solely to fulfill its obligations under the PS Agreement, to comply with Applicable Laws, or as otherwise permitted under the PS Agreement. Subject to the permitted disclosures set forth in Section 14(c) (Disclosure Required by Law), the Recipient shall not disclose or authorize the disclosure of Confidential Information to third parties except as otherwise permitted by the PS Agreement. The Recipient may disclose Confidential Information to a Representative or service provider on the condition that the Recipient: (i) ensures that such Representative or service provider is bound by a written agreement or other legally binding obligation of confidentiality and restricted use at least as protective as these Professional Services Terms; and (ii) is fully responsible for such Representative’s or service provider’s use and disclosure of the Confidential Information and its compliance with the obligations of the Recipient under this Section 14(d) (Restrictions on Use and Disclosure). The Recipient shall protect Confidential Information of the Discloser from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature and shall not reverse engineer, decompile, or disassemble any such Confidential Information (except, in the case of Avalara, as required for the performance of the Professional Services). All rights and obligations regarding Confidential Information (including Customer Data) will survive and remain subject to the confidentiality provisions of this PS Agreement for as long as the Confidential Information is retained or until it no longer meets the definition of Confidential Information.
- Indemnification.
- Indemnification. Each Party (the “Indemnifying Party”) will indemnify and defend the other Party and its directors, officers, employees, and Affiliates (the “Indemnified Party”) against any Losses incurred as a result of a third-party demand, claim or action that (i) the use of technology or information provided by the Indemnifying Party under the PS Agreement infringes a copyright, registered trademark, issued patent, or other intellectual property right of such third-party, or (ii) results from the Indemnifying Party’s violation of any Applicable Laws or regulation. “Loss” means any liability, loss, settlement payment (including any settlement the Indemnified Party agrees to pay, as long as it is in a written settlement approved by Indemnifying Party in writing), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, and reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses, and charges resulting from the indemnified third-party claim.
- Process. The obligations of the Indemnifying Party to defend or indemnify the Indemnified Party under this Section 15 (Indemnification) are subject to the following: (i) the Indemnified Party must promptly inform the Indemnifying Party in writing of any claim or action within the scope of the Indemnifying Party’s defense or indemnity obligations set forth in the PS Agreement, provided that Indemnifying Party shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnifying Party is prejudiced by any such failure to provide prompt notice; (ii) the Indemnifying Party must be given exclusive control of the defense of such claim and all negotiations relating to its settlement, except that the Indemnifying Party may not, without Indemnified Party’s approval, (A) make any admissions on the Indemnified Party’s behalf or (B) settle any such claim unless the settlement unconditionally releases the Indemnified Party of all liability; and (iii) the Indemnified Party must reasonably assist the Indemnifying Party in all necessary respects in connection with the defense of the claim at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense of the claim at its sole cost and expense.
- Exclusive Remedy. This Section 15 (Indemnification) states the Indemnifying Party’s sole liability and the Indemnified Party’s exclusive remedy with respect to any type of third-party claim or action described in this Section. This Section does not apply to any direct claims between the Parties.
- Miscellaneous.
- Governing Law; Jurisdiction and Venue. The PS Agreement and all matters in connection with the PS Agreement will be governed by laws of the state of New York, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. For any claims or causes of action arising out of the PS Agreement, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in New York County, New York.
- Anti-Corruption Laws. Each Party shall at all times comply with all applicable anti-corruption laws, including, to the extent applicable, (1) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and (2) the UK Bribery Act 2010.
- Equitable Relief. Each Party acknowledges that damages may be an inadequate remedy if the other Party or its Affiliates or its or their Representatives (or, in the case of Customer, Authorized Users) violate the obligations under the PS Agreement, and each Party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
- Force Majeure. Neither Party shall be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war. A Party seeking relief from performance under this Section 16(d) (Force Majeure) must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, either Party may, in its discretion, terminate the PS Agreement. Such termination will not result in any liability by either Party, except that, if Customer terminates the PS Agreement for Avalara’s failure, Avalara shall refund Customer the pro rata refund of any prepaid fees applicable to unused Professional Services.
- Notices. Avalara shall communicate announcements of general interest relating to Avalara’s products or services by email or by posting on its website or on Customer’s console for the applicable Avalara product or service. Avalara shall provide Customer with legal notices in writing by email, mail, or courier to the address provided by Customer. Customer shall immediately notify Avalara if Customer’s address for notice changes. Except as otherwise specified in the PS Agreement, all notices to Avalara must be in writing and sent as follows:
| Account notices (for example, name or address changes) | Send to Customer Account Manager |
Legal Notices | Send to legal@avalara.com |
f. Successors and Assigns. Either Party may assign the PS Agreement without the other Party’s consent to an entity that acquires all or substantially all of the assets of or that is an Affiliate of the assigning Party, provided that (i) the assigning Party must provide notice to the other Party of the assignment, (ii) the assignee must agree in writing to be bound by the PS Agreement, and (iii) the non-assigning Party may prohibit assignment to a competitor of the non-assigning Party or to an entity operating a business in violation of Applicable Laws. Except as provided above, neither Party may assign its rights or obligations under the PS Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed, and any attempt to so assign the PS Agreement will be null and void. The PS Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
g. Severability. If any provision of the PS Agreement is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the PS Agreement will remain in full force and effect.
h. Waiver. No waiver of any provision of the PS Agreement, nor any consent by a Party to the breach of or departure from any provision of the PS Agreement, will in any event be binding on or effective against such Party unless it is in writing and signed by such Party, and then the waiver or consent will be effective only in the specific instance and for the purpose for which given.
i. Publicity. Neither Party shall issue any public statement regarding the PS Agreement without the other Party’s prior written consent. Unless a Party has specifically notified the other Party to the contrary in writing, either Party may use the name or logo of the other Party or its Affiliates to identify such other party as a customer or vendor (as the case may be) in accordance with that Party’s provided marketing guidelines.
- Entire Agreement. The PS Agreement constitutes the entire agreement and understanding between the Parties with respect to the provision of the Professional Services and supersedes all prior and contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto. Any other products or services provided by Avalara to Customer will be governed by a separate agreement specific to those products or services. No modification or amendment of any provision of the PS Agreement will be effective unless in writing and signed by both Parties. Customer’s standard terms of purchase or vendor management terms (including purchase order terms or click-through terms), if any, are inapplicable. Except to the extent expressly specified otherwise, if there is any conflict between these Professional Services Terms and any of the other PS Agreement documents, the following order of precedence applies: (i) any addendum between the Parties, (ii) the Services Schedule, and (iii) these Professional Services Terms.
Avalara Professional Services eSOW
Effective May 3rd 2024
DownloadTable of Contents
Table of Contents
- Avalara Implementation Services
- Implementation Services Generally
- Advanced Transaction Rules Implementation
- Avalara Tax Content Implementation
- AvaTax Implementation
- Exemption Certificate Management Implementation
- Exemption Certification Management Implementation Service for API Integration
- Exemption Certification Management Implementation Service for eCommerce Module
- Implementation Service for Cross-Border
- Implementation Service for Returns
- License Managed Services Implementation
- License Management Implementation
- Managed Tariff Code Classification Implementation
- Property Tax Implementation
- CertCapture Services
- Customer Data Formatting Services
- Licenses Services
- Sales Tax De-Registration
- Sales Tax Registration
- Sales Tax Registration Name or Address Change
- Sales Tax Risk Assessment
- Backfiling Services
- Voluntary Disclosure Agreement
This Avalara Professional Services Electronic Statement of Work (“SOW”), governs Customer’s purchase of certain Professional Services. This SOW is in addition to and incorporates by reference the Avalara Professional Services Terms located at www.avalara.com/ps-terms (the “Professional Services Terms”) (collectively, the “PS Agreement”), constitute a binding agreement between Avalara and Customer under which Avalara or its Affiliates provides Professional Services to Customer.
I. Definitions.
- “Account” means an account enabled by Avalara for Customer to access the Services.
- “AvaTax” means the Service for calculating transaction taxes and certain fees and surcharges on the sale of goods and services, including sales, use, and value added taxes.
- “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 CertCapture Service for use in a single jurisdiction.
- “License” means a business license or permit.
- “Registration” means a state or local sales tax registration.
- “Services Effective Date” means the date on which Avalara processes Customer’s signed Services Schedule.
II. Extension of Scope. This SOW applies only to the specific purchases set forth in the Services Schedule. 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 shall be documented in an additional Services Schedule signed by the Customer.
III. Professional Fees. Customer shall pay all fees specified in the Services Schedule. Payment obligations are non-cancellable, and fees paid are non-refundable. Unless otherwise stated in a Services Schedule, Avalara charges a fixed fee for the Professional Services set forth in this SOW.
IV. Assumptions and Obligations.
- Customer is responsible for the accuracy, quality, legality, completeness, and integrity of information, documentation, and data provided by Customer and the means by which Customer acquired it.
- Customer is responsible for all tax and Certificate management positions and decisions. The scope does not include local jurisdictions unless otherwise stated in a Services Schedule or this SOW.
- Customer is responsible for timely providing Avalara with information, documentation, and data needed for Avalara to perform the Professional Services, formatted as required by Avalara.
- Customer is responsible for approving or facilitating any authorizations which may be required by the applicable jurisdictions in the course of Avalara providing the Professional Services.
- The scope of this SOW does not include specific tax research or determination of taxability of Customer’s products or services.
- Customer should consult third party tax advisors regarding other tax concerns, such as state income or franchise tax reporting requirements. Registering for tax collection and reporting can impact federal, state, and other tax reporting requirements, all of which are outside the scope of this SOW.
- If Customer engages a third party to provide services, Customer shall be responsible for all third-party contracts, costs, and projects including management of all third-party personnel and delivery issues.
- Avalara shall use commercially reasonable efforts to provide consistent personnel for the duration of this SOW. However, Avalara may reassign personnel at its sole discretion.
- All work shall be performed remotely during Avalara business hours. Avalara shall not travel to Customer’s premises under this SOW.
- Customer is responsible for ensuring the information Customer provides in connection with the Professional Services, such as billing information and purchase orders, is current, accurate, and complete.
- Customer is responsible for the payment of any additional tax, interest, and penalties due related to the effort in this SOW.
- Avalara shall begin performing the Professional Services within 30 days of the Services Effective Date unless otherwise agreed in writing by the Parties.
- If Customer terminates this SOW without cause before the Professional Services are completed, Customer shall pay the full cost of the Professional Services set forth in the Services Schedule.
- This SOW shall expire one year after Services Effective Date. Any Professional Service outlined in this SOW and not used by Customer shall expire at that time and no fees shall be refunded.
- Unless otherwise purchased, Implementation Services available under this SOW apply to implementations for the U.S. and up to five additional countries only and do not include implementations for other countries or configurations for international transactions, customs transactions, or estimated customs transactions.
- This SOW applies to sales tax only and does not include implementation of use tax functionality if not supported by the applicable connector.
- Support for the use of Avalara AvaTax APIs to support offline transactions are out of scope for Professional Services available under this SOW.
V. The Professional Services.
- Avalara Implementation Services. Avalara provides implementation support services for Customers who have purchased certain Professional Services (collectively, the “Implementation Services”).
- 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:
- Solution Design and Project Planning. Avalara shall confirm the solution design and project logistics with Customer’s project team, including resources, roles and responsibilities, timing, and deployment process. Avalara shall propose a plan for Customer to incorporate into its overall project plan.
- Environment Validation. Avalara shall 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.
- Solution Testing. Customer shall create test scripts and Avalara shall provide feedback. Avalara shall 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.
- Production Deployment. Avalara shall participate in solution deployment activities, including data migrations and cutover planning.
- Post-Production Support. Basic customer support is included in most purchases. Additional support may be separately purchased.
- Timing. The length of time necessary to complete the project depends largely on Customer’s internal resources. In some cases, for an expedited project start date fee, Avalara shall begin the Implementation Services within ten business days of Customer’s signed order form being processed by Avalara.
- Advanced Transaction Rules Implementation.
- Configurations. Avalara shall support Customer in setting up rules in AvaTax by providing guidance and best practices related to use and configuration of the Advanced Transaction Rules service which allows Customer to establish rules to modify transactions before or after tax calculation.
- Training and Support. Avalara shall provide training to Customer on the Advanced Transaction Rules service which allows Customer to import, assess, calculate, and accrue consumer use tax. Avalara shall support Customer in troubleshooting issues such as the service not returning the expected result (for up to 10 rules only).
- Customer Obligations. Customer is responsible for defining business requirements and logic regarding configuration of rules established in the Advanced Transaction Rules service; adjustments to enterprise resource planning, e-commerce, and point of sale systems to pass the data points and provide a full solution; configuring rules in AvaTax; and maintaining rules after initial implementation.
- Avalara Tax Content Implementation. Avalara shall provide training and guidance on the configuration of the transaction tax export (TTE) files. Avalara shall provide training and guidance on creating and managing jobs to create the export file. The Avalara Tax Content Implementation Services include implementation for up to 10 physical addresses where Customer has one or more point-of-sale devices.
- AvaTax Implementation.
- Platform Connector Installation. Avalara charges for AvaTax Implementation Services for each connector. For an Avalara-Built Platform Connector, Avalara shall provide the current installation package for the connector. Customer shall install the connector and incorporate the Avalara solution into Customer’s processes or engage with a partner to do so. Avalara shall provide technical support in troubleshooting installation issues. For customers implementing a Microsoft D365 connector, the fee set forth in the Services Schedule assumes that Customer is using the latest version of Microsoft D365; use of prior versions may require a change in project duration, scope, and fees. For a Partner-Built Connector, Customer shall install the connector and incorporate the Avalara service into Customer’s processes or engage with a partner to do so. For an AvaTax API, Avalara shall provide guidance for the best practices of developing the AvaTax integration to Customer’s custom system.
- Tax Logic Matrix and Tax Code Mapping. Avalara shall 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 AvaTax system tax codes for tax exemption processing.
- Configurations. AvaTax configuration shall be completed by Customer’s tax team with guidance and support from Avalara. Avalara shall guide Customer in the configuration of Avalara AvaTax with the appropriate reporting entities. Avalara shall 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. Avalara shall guide Customer in the configurations to map Customer’s product tax categories to the appropriate Avalara tax categories based on the Tax Logic Matrix. Avalara shall guide Customer on best practices for handling Customer’s customer exemptions within AvaTax and assist Customer in configuration.
- Training. Avalara shall provide key user training on the use and maintenance of the AvaTax service. The training shall include 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.
- Exemption Certificate Management Implementation.
- Configurations. Configuration of the Exemption Certificate Management service shall be completed by Customer’s tax team with guidance and support from Avalara. Avalara shall provision the Exemption Certificate Management service with the entities in which Customer has identified a need for exemption management. Avalara shall guide Customer on the configurations and company content within the Exemption Certificate Management service. Avalara shall guide Customer on the import or entry of Customer’s customers in the appropriate format for Customer’s business requirements.
- Training. Avalara shall provide user training on the use and maintenance of Exemption Certificate Management. The training shall include two sessions: an initial introductory session to familiarize Customer's key business users and project team with the functionality of the Exemption Certificate Management Service, and a follow-up advanced session on customer data maintenance, Certificate requests, managing Certificates, and business process flow.
- Exemption Certification Management Implementation Service for API Integration. Avalara shall provide guidance and best practices related to development using the Exemption Certificate Management service. Customer shall develop and test the Exemption Certificate Management service in accordance with the specifications set by Avalara. Avalara shall support Customer in troubleshooting issues during Customer testing. Any enhancement to the Exemption Certificate Management service is outside the scope of this SOW.
- Exemption Certification Management Implementation Service for eCommerce Module. Avalara shall support Customer in setting up Exemption Certificate Management for eCommerce in Customer’s web environment by providing guidance and best practices related to the use of the service. Avalara shall support Customer in troubleshooting issues, such as Exemption Certificate Management for eCommerce not returning the expected result. To implement Exemption Certificate Management for eCommerce, Customer must define business requirements regarding the collection of exemption Certificates and determination of exemption, program Exemption Certificate Management for eCommerce into Customer’s web environment, and perform end-to-end systems integration testing using data passed to, and created by, Exemption Certificate Management for eCommerce.
- Implementation Service for Cross-Border. Avalara will assist Customer in implementing AvaTax Cross-Border by providing guidance and best practices related to its use. Avalara will support Customer in setup and configuration within the service. Avalara will support Customer in testing and troubleshooting issues for standard configurations.
- Implementation Service for Returns. Avalara shall guide Customer on the filing calendar setup process for up to five reporting jurisdictions. Avalara shall provide key user training on the returns monthly process. The training shall include assistance with the appropriate documentation for implementation and then follow up training on the monthly tax liability worksheet review and approval processes.
- License Managed Services Implementation.
- Customer Obligations. Customer shall provide data for implementation. Upon Avalara’s request, Customer shall provide the required data to Avalara in a format determined by Avalara. Customer shall timely respond to Avalara’s questions regarding Customer’s data. Upon completion of the License Managed Services Implementation, Customer shall notify Avalara if there are additional records to be added that are not derived from Avalara License Filing services performed on behalf of Customer.
- Avalara Obligations. During account set-up, Avalara shall onboard license data records provided by Customer with a read-only account, which allows Customer to view content. After successful data migration, Avalara shall provide Customer with a web portal account which allows Customer to view order status and use the messaging and reporting modules. Avalara shall provision License Managed Services for the entities, licenses, and locations that Customer identifies. Avalara shall provide Customer with access to the web portal and two training sessions. Avalara may provide additional webinars in its sole discretion.
- Timing. The length of time necessary to complete the project depends on the size and completeness of the portfolio.
- License Management Implementation.
- Customer Obligations. Customer shall have overall responsibility for implementation, including testing and data accuracy. Upon Avalara’s request, Customer shall provide the required data to Avalara and in a format determined by Avalara. Customer shall timely respond to Avalara’s questions regarding Customer’s data. Upon completion of the License Management Implementation, Customer is responsible for updating and maintaining the data in the Avalara License Management service.
- Avalara Obligations. During account set-up, Avalara shall provide Customer with a read-only account which will allow Customer to view content and perform research. After successful data migration, Avalara shall provide Customer with a full-access account which will allow Customer to edit its data, view content, and perform research. Avalara shall provision the Avalara License Management service for the entities, licenses, and locations that Customer identifies. If Customer purchases a module, Avalara shall provision Avalara License Management for the module purchased, such as professional, contract, real estate, vehicle, or violation management. For a period of up to six months following the Services Effective Date, Avalara shall provide Customer with basic customer support for License Management Implementation. Avalara shall provide Customer with access to online training videos on the use and maintenance of Avalara License Management, and Avalara may provide additional webinars in its sole discretion.
- Timing. The length of time necessary to complete the project depends largely on Customer’s internal resources.
- Managed Tariff Code Classification Implementation.
- Customer Obligations. Customer shall provide Avalara with a sufficient natural-language description for each Customer SKU so that Avalara can assign an appropriate destination-country specific Harmonized Tariff System (HS) classification code for each requested SKU.
- Avalara Obligations. Avalara will provide training and support to Customer for data field requirements and usage. Avalara will support validating sample data and troubleshooting issues in data collection and calibration sessions. Avalara will guide Customer on setting up a recurring process to ensure new products are classified. Avalara will assist with configuring either via our customer portal, SFTP, or API with one of the desired input mechanisms.
- Property Tax Implementation. The Property Tax Implementation service may include local jurisdictions, as applicable. It does not include custom implementation services, including accounts payable integration, custom reporting requirements, system enhancements, data transformation services, or the extraction of non-standard data fields from a document.
- Timing. Avalara shall schedule a kick-off call to define a mutually agreeable schedule for required training sessions and implementation steps. The length of time necessary to complete the Property Tax Implementation service is dependent upon the usage tier(s) indicated in the Services Schedule and Avalara’s availability. If Customer is not prepared to begin work, is unable to attend a training session, or fails to timely complete a required portion of the agreed-upon schedule, the scheduled implementation dates may be delayed and additional fees may apply to the revised implementation schedule.
- Account Set-Up. Upon Avalara’s request, Customer is responsible for uploading all required data for implementation to the service as specified in the Property Tax Documentation and according to instructions provided by Avalara during the Property Tax Implementation service. Customer shall provide timely responses to Avalara’s questions regarding Customer’s data.
- Customer Obligations. If Customer data is unavailable to be uploaded and Customer requests to proceed with the agreed-upon schedule using placeholder data, Customer is solely responsible for updating the data input in required data fields. This includes all data fields related to an assessment, bill, or similar tax document received by Customer.
- Avalara Obligations. Avalara shall provide training for the purchased products included on the Services Schedule and shall provide access to the Property Tax Implementation service based exclusively on the entities, properties, and locations that Customer identifies. Avalara shall provide training according to the agreed-upon schedule.
- 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:
- CertCapture Services.
- CertCapture Validation. Avalara shall receive legacy certificates, convert hard copies to PDF files, and upload the PDF files into Customer’s Account. Images shall not be visible in Customer’s Account until validated.
- Customer has the option of including the corresponding customer identification number on the certificate image or in the certificate file name to support the mapping process.
- Avalara shall review the Certificates and assess 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.
- Avalara shall make standard reports available so that Customer can review the validations that have been performed and their results.
- Multijurisdictional Certificates shall 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 shall 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.
- Disclaimer. Customer understands and agrees that CertCapture Validation does not guarantee the validity of Certificates.
- CertCapture Campaigns. Avalara shall conduct a campaign to Customer’s customers to request updated Certificates using Avalara forms.
- CertCapture Mail (Postage). Avalara shall conduct a campaign to Customer’s customers to request updated Certificates by preparing and sending up to the number of letters set forth in the Services Schedule. The letters shall 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 Services Schedule.
- CertCapture Email. Avalara shall prepare and send up to the number of emails set forth in the Services Schedule. Avalara may send subsequent rounds of emails to those Customers’ customers who do not return Certificates up to the total number of emails set forth in the Services Schedule.
- Disclaimer. Customer understands and agrees that CertCapture Campaigns does not guarantee a response rate to the campaign nor the validity of the Certificates generated by the campaign.
- CertCapture Tax ID Verification. Avalara shall verify state tax identification numbers for those states that make this information available on their websites up to the number set forth in the Services Schedule.
- CertCapture One-Time Managed Services. Avalara shall manage new and expired Certificates on Customer’s behalf in accordance with the Services Schedule. Managed Services may include CertCapture Validation, CertCapture Campaigns, and CertCapture Tax ID Verification. CertCapture One-Time Managed Services does not include CertCapture subscription implementation services.
- Customer Obligations. To purchase CertCapture One-Time Managed Services, Customer must first purchase CertCapture and complete implementation. Customer shall upload Customer’s requisite customer data into Customer’s Account. Customer shall assist Avalara in gaining access to information, personnel, and resources necessary to complete the services and deliverables described in this SOW. Customer shall work collaboratively with Avalara to accomplish the purpose and scope of this SOW including by providing written approval for campaigns, validation rules, and updates to software settings. Customer is aware that changes to validation rules are not retroactively applied to prior certificate validations.
- CertCapture Validation. Avalara shall receive legacy certificates, convert hard copies to PDF files, and upload the PDF files into Customer’s Account. Images shall not be visible in Customer’s Account until validated.
- Customer Data Formatting Services. Avalara shall provide assistance to correct previously uploaded or newly uploaded transactions into Customer’s AvaTax Account as a precursor to a Backfiling Services project. Avalara shall convert Customer’s source data files into a format usable by AvaTax.
- AvaTax Import Process.
- Prior to importing or correcting any transaction data, Avalara shall work with Customer to understand Customer’s tax policy and guide Customer in applying that policy to Customer’s AvaTax Account.
- Import 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 status applied than that of the original, native transaction. These results could impact Customer’s tax liability in the applicable tax jurisdictions.
- Some transactions may fail the import process, either in full or in part, due to incomplete, inconsistent, or inaccurate data; for example, address components that are inconsistent with one another (city not belonging to an associated postal code), a missing state, or an invalid postal code. Avalara shall provide the transactions that fail the import process to Customer in a separate data file for Customer to remediate.
- Customer Obligations. Customer must have existing and current AvaTax and Managed Returns subscriptions 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 Customer Data Formatting Services.
- AvaTax Import Process.
- Licenses Services. Customer is responsible for ensuring their License and Registration fees are paid to the applicable jurisdiction except where otherwise provided. By purchasing the Professional Services described in this Section 4 (Licenses Services), Customer authorizes Avalara to prepare and file, where applicable, Customer’s Licenses and Registrations.
- License Filing. Avalara shall prepare applications for Customer for the issuance of new Licenses or for remediation of Licenses not in good standing.
- Avalara Obligations. Upon receipt of all necessary Customer data and required authorizations, Avalara shall provide one Registration; and prepare and file the forms for the federal, state, county, and local Licenses needed for one line of business in one location. Avalara shall collect License and Registration fees from Customer and remit to the applicable jurisdiction on Customer’s behalf. Avalara shall provide support with the jurisdiction for the License and Registration application process.
- Customer Obligations. Customer is solely responsible for timely and fully funding the License and Registration fees as requested by Avalara.
- Exclusions. If Customer fails to timely or fully fund the License and Registration fees: Avalara has no obligation to prepare or file the Licenses and Registrations; Avalara shall have no liability of any kind to Customer that arises as a result of not completing any filing; and Customer shall not be entitled to and Avalara shall not refund any fees paid by Customer for License Filing not completed.
- License Guidance. Avalara shall prepare a report of the federal, state, county, or local Licenses and Registration needed for one line of business in one location.
- Customer Obligations. Customer is solely responsible for accurately completing and submitting to the relevant jurisdiction all License and Registration forms provided by Avalara, paying fees associated with those Licenses and Registration, and communicating with the relevant jurisdiction.
- License Professional Services.
- Custom License Research. Avalara shall conduct research pertaining to Licenses based on Customer’s business activities, physical locations, and industry regulatory considerations.
- Data Query. Avalara shall review a list of Customer’s business location addresses or service areas and compare it to Avalara’s license database to detect where a general business license is imposed in the various jurisdictions within your footprint. The query shall also return a result showing whether the Licenses found have fees based on gross receipts or other variables.
- License Gap Analysis. Avalara shall compare Customer data against typical License requirements for business of a similar profile and provide Customer a report of possible gaps in Customer’s Licenses.
- License Verification. Avalara shall review Customer’s Licenses and validate their currency. If Customer does not have a copy of the License, Avalara shall acquire a copy of the License from the applicable jurisdiction. Avalara shall provide Customer a report summarizing the status of each verified License.
- License Filing. Avalara shall prepare applications for Customer for the issuance of new Licenses or for remediation of Licenses not in good standing.
- Sales Tax De-Registration. Avalara shall provide the following tax de-registration services for the number of sales and use tax jurisdictions set forth in the Services Schedule.
- Avalara Obligations. Avalara shall 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 a 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. Avalara shall send the package to Customer for review and approval. Upon Customer approval, Avalara shall submit the package directly to each taxing jurisdiction, including any forms and supporting documentation, via online submission or certified mail.
- Customer Obligations. 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. Customer shall file all final returns or notify Avalara to file final returns on Customer’s behalf and cancel Customer’s Managed Returns service, if applicable. Customer shall disable tax collection within AvaTax and end-date filing calendars, if applicable. 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. Customer shall notify all other relevant state and local authorities of the change.
- Disclaimer. Occasionally, tax authorities hold tax accounts open. Customer understands and agrees that Sales Tax De-Registrations do not guarantee the jurisdiction shall complete the de-registration process.
- Sales Tax Registration. Upon receipt of all necessary Customer data, Avalara shall prepare and file one Registration and remit registration fees to the applicable jurisdiction. The fee for the Professional Service only includes state-level Registration fees. Avalara shall notify Customer if filing and registration fee remittance is not available from Avalara for a Registration (for example, for a local Registration), in which case, Avalara shall provide the Registration application to Customer, and Customer shall file the Registration application and remit Registration fees directly to the applicable jurisdiction.
- Sales Tax Registration 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 Services Schedule.
- 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.
- Customer Obligations. 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. Customer shall update its AvaTax account with the new information including the organization section and filing calendars, if applicable. Customer shall respond to additional requests from the jurisdictions after the packages have been submitted. Customer shall notify all other relevant state and local authorities of the change.
- Sales Tax Risk Assessment. Avalara offers sales tax risk assessment on a standard and premium basis. Avalara shall work with Customer to gather information to conduct a review and analysis of Customer’s nexus status for the number of states set forth in the Services Schedule. Avalara shall 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 applicable period. Avalara may also request that Customer provide additional material about Customer’s products and services to supplement this information.
- Timing. Avalara generally delivers the completed Sales Tax Risk Assessment within four weeks after receiving Customer’s completed survey and any additional required information.
- Deliverables. Avalara shall provide Customer with a designated point of contact, an overview of the nexus review process, and login credentials to Avalara’s online survey. 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 shall recommend options for compliance.
- Backfiling Services. Avalara shall prepare up to the number of sales and use tax returns set forth in the Services Schedule 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. To receive Backfiling Services, Customer must be live on Managed Returns.
- Avalara Obligations. Avalara shall file period tax returns upon Customer review and approval of liability and facilitate funding for the tax liability related to the prior period tax returns, if necessary. To ensure Customer’s returns are processed timely, Avalara shall proceed with the project by initiating the pull of funding request tax remittance under $40,000. Any variances uncovered shall be the Customer’s responsibility to resolve. Amended fees shall apply if Avalara is requested to correct the returns processed.
- Customer Obligations. Customer shall ensure transaction data is entered accurately into AvaTax. Reprocessing fees shall apply if Avalara prepares a tax return more than once due to inaccurate transaction data within AvaTax. Customer shall approve reporting figures and providing funding for remittance amounts. Customer shall address any correspondence or communications from the taxing jurisdiction related to the tax returns and payments.
- Voluntary Disclosure Agreement. Avalara shall 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 Services Schedule.
- Avalara Obligations. Based on the information and materials provided by Customer, Avalara shall:
- 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;
- work with Customer to complete the formal or informal voluntary disclosure program application(s), with the preparation of self-audits as required, including processing up to 25,000 of Customer’s historical transactions per state to calculate the correct amount of tax due (if Customer’s data exceeds 25,000 transactions per state, Customer shall purchase Data Transformation Services with respect to the excess). Avalara shall segregate the amounts due to each taxing jurisdiction (excluding local taxing authorities). These amounts shall be used for tax reporting under the voluntary disclosure agreement;
- submit any voluntary disclosure program applications to the taxing jurisdiction on Customer’s behalf; and
- coordinate any additional information requests from the taxing authority.
- Customer Obligations.
- 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 shall provide any additional information Avalara may request.
- Customer shall provide any historical transaction source data requested and Customer’s tax policies regarding taxation of relevant transactions. Customer shall identify any Customer-related exemptions that Customer chooses to apply.
- Upon receipt of Customer’s approved tax registration application, the taxing authority shall issue a license or permit with Customer’s tax registration number, initial filing frequency, and prepayment requirements (if any). Customer is responsible for updating the filing calendar in Managed Returns.
- Disclaimer. Avalara does not guarantee Customer acceptance into any Voluntary Compliance Program or abatement of penalties or interest.
- Avalara Obligations. Based on the information and materials provided by Customer, Avalara shall:
Effective November 3rd 2023 to May 3rd 2024
DownloadTable of Contents
Table of Contents
- Definitions
- Extension of Scope
- Professional Fees
- Assumptions
- The Services
- Avalara Implementation Services
- Implementation Services Generally
- Advanced Transaction Rules Implementation Services
- Avalara Consumer Use Implementation Services
- Avalara Returns Implementation Services
- AvaTax Implementation Services
- CertCapture Implementation Services
- Exemption Certificate Management Implementation Services
- Exemption Certificate Management API Implementation
- Exemption Certificate Management for eCommerce
- CertCapture Services
- Customer Data Formatting Services
- Enterprise Certificate Management Services
- ECMS Implementation Services (formerly a TTR offering)
- License Professional Services
- Name or Address Change Services
- Property Tax Implementation Services
- Sales Tax Risk Assessment
- Standard Backfiling Services
- Voluntary Disclosure Agreement
- Avalara Implementation Services
- Definitions.
- “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 the Service for calculating transaction taxes and certain fees and surcharges on the sale of goods and services, including sales, use, and value added taxes.
- “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 CertCapture Service for use in a single jurisdiction.
- “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.
- 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.
- Professional Fees. Customer will pay all fees specified in the Order Document. Payment obligations are non-cancellable, and fees paid are non-refundable. Unless otherwise stated in a Services Schedule, Avalara charges a fixed fee for the Professional Services set forth in this SOW.
- Assumptions.
- Customer represents and warrants that all information and documentation provided to Avalara is true and accurate.
- Customer is responsible for all sales and use tax decisions, any Certificate management decisions, and tax positions taken. The scope of this Service does not include local jurisdictions unless stated in the Order Document.
- The scope of this engagement does not include any specific tax research or determination of the taxability of your company’s products or services.
- 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.
- 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.
- 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.
- All work will be performed remotely during Avalara business hours. Avalara will not travel to Customer’s premises under this Service.
- Customer is responsible for the payment of any additional tax, interest and/or penalties due related to the effort in this SOW.
- Avalara will begin performing the Professional Services within 30 days of Services Effective Date.
- 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.
- 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.
- Services available under this SOW apply to implementations for the U.S. and up to five additional countries only and do not include implementations for other countries or configurations for International Transactions, Customs Transactions, or Estimated Customs Transactions, unless otherwise purchased.
- This SOW applies to sales tax only and does not include implementation of use tax functionality if not supported by the applicable connector.
- 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 for Services available under this SOW.
- The Services.
- Avalara Implementation Services. Avalara provides implementation support services for Customers who have purchased certain Services (collectively, the “Implementation Services”).
- 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:
- 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.
- 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.
- 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.
- Timing. 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. 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.
- Advanced Transaction Rules Implementation Services. For Customers who have purchased "Advanced Transaction Rules Implementation Services,"
- General. Avalara will support Customer in setting up rules in AvaTax by providing guidance and best practices related to use and configuration of the Service that allows Customer to establish rules to modify transactions before or after tax calculation ("Advanced Transaction Rules").
- Training and Support. Avalara will provide training to Customer on the the Service that allows Customer to import, assess, calculate, and accrue consumer use tax. Advanced Transaction Rules Service. Avalara will support Customer in troubleshooting issues such as the Advanced Transaction Rules Service not returning the expected result (for up to 10 rules only).
- Customer Obligations. Customer is responsible for the following: 1) Defining business requirements and logic regarding configuration of rules established in the Advanced Transaction Rules Service. 2) Adjustments to ERP, Ecommerce, or POS systems that may be required to pass the data points to provide a full solution. 3) Configuring rules in AvaTax. 4) Maintaining rules after initial implementation.
- Avalara Consumer Use Implementation Services. For Customers who have purchased "Avalara Consumer Use Implementation Services,"
- General. Avalara will assist Customer's setup and configuration of the Service that allows Customer to import, assess, calculate, and accrue consumer use tax ("Avalara Consumer Use") in Customer's Account by providing guidance and best practices for use of the Service.
- Avalara Consumer Use Training. Avalara will provide key user training on the use and maintenance (two sessions: an initial introductory session to familiarize the key business users and project team members with the functionality and an advanced session on the use and maintenance of the tax-related functionality before solution deployment).
- Tax Logic and Tax Code Mapping. If AvaTax has been implemented, Avalara will conduct a workshop with Customer's tax department to develop a tax logic matrix to define the business rules to be used for tax exemption processing and assist with the identification of appropriate Avalara AvaTax system tax codes (tax categories) for use in product-based tax exemption processing.
- AvaTax implementation is out of scope of Avalara Consumer Use Implementation Services.
- Avalara Returns Implementation Services. For Customers who have purchased Avalara Returns Implementation Services will receive the following:
- 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.
- Returns Configuration. Avalara will guide Customer on the filing calendar setup process for up to five reporting jurisdictions.
- AvaTax Implementation Services. Customers who have purchased AvaTax Implementation Services will receive the following:
- 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.
- 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.
- 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 Customer’s customer exemptions within AvaTax and assist Customer in configuration.
- 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).
- CertCapture Implementation Services. Customers who have purchased CertCapture Implementation Services will receive the following:
- CertCapture Training. Avalara will provide user training on the use and maintenance of the Service for storing and managing certificates ("CertCapture") (two sessions: an initial introductory session to familiarize Customer's key business users and project team with the functionality of the CertCapture, as applicable, and a follow-up advanced session on customer data maintenance, Certificate requests, managing Certificates, and business process flow).
- 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, as applicable, with the entities in which Customer has identified a need for exemption management.
- CertCapture Settings. Avalara will guide Customer on the configurations and Company Content within CertCapture application, as applicable.
- CertCapture Customers. Avalara will guide Customer on the import/entry of Customer’s customers in the appropriate format for Customer’s business requirements.
- Exemption Certificate Management Implementation Services. Customers who have purchased Exemption Certificate Management Implementation Services will receive the following:
- Exemption Certificate Management Training. Avalara will provide user training on the use and maintenance of Exemption Certificate Management (two sessions: an initial introductory session to familiarize Customer's key business users and project team with the functionality of the Exemption Certificate Management Service, as applicable, and a follow-up advanced session on customer data maintenance, Certificate requests, managing Certificates, and business process flow).
- Exemption Certificate Management Configurations. Exemption Certificate Management configuration will be completed by Customer’s tax team with guidance and support from Avalara, including the following: 1) Exemption Certificate Management Entities. Avalara will provision the Exemption Certificate Management Service, as applicable, with the entities in which Customer has identified a need for exemption management. 2) Exemption Certificate Management Settings. Avalara will guide Customer on the configurations and Company Content within the Exemption Certificate Management Service, as applicable. 3) Exemption Certificate Management Customers. Avalara will guide Customer on the import/entry of Customer’s customers in the appropriate format for Customer’s business requirements.
- Exemption Certificate Management API Implementation. For Customers who have purchased “Exemption Certificate Management API Implementation,” Avalara will support Customer in setting up access to the Exemption Certificate Management as follows:
- Avalara will provide guidance and best practices related to development using the Exemption Certificate Management.
- Customer shall develop and test the Exemption Certificate Management in accordance with these specifications.
- Avalara will support Customer in troubleshooting issues during Customer testing.
- Any enhancement to the Exemption Certificate Management is outside the scope of this SOW.
- Exemption Certificate Management for eCommerce. For Customers who have purchased “Exemption Certificate Management for eCommerce,” Avalara will support Customer in setting up Exemption Certificate Management for eCommerce in their web environment by providing guidance and best practices related to the use of the Service.
- Avalara Obligations. Avalara will support Customer in troubleshooting issues, such as Exemption Certificate Management for eCommerce not returning the expected result.
- Customer Obligations. To implement Exemption Certificate Management for eCommerce, Customer will do the following: 1) Define business requirements regarding the collection of exemption Certificates and determination of exemption. 2) Program Exemption Certificate Management for eCommerce into Customer’s web environment. 3) Perform end-to-end systems integration testing using data passed to, and created by, Exemption Certificate Management for eCommerce.
- 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:
- CertCapture Services.
- 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:
- 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.
- 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.
- Customer Obligations. Customer will provide the following: 1) User and user role mapping based on Avalara’s template; 2) Customer’s identity provider SSL certificate; and 3) Provisioning within Customer’s identity provider.
- CertCapture API Implementation. For Customers who have purchased “CertCapture API Implementation,” Avalara will support Customer in setting up access to the CertCapture API, as applicable, as follows:
- Avalara will provide guidance and best practices related to development using the CertCapture API, as applicable. CertCapture API specifications are located at http://docs.certcapture6xrest.apiary.io/.
- Customer shall develop and test the CertCapture API, as applicable, in accordance with these specifications.
- Avalara will support Customer in troubleshooting issues during Customer testing.
- Any enhancement to the CertCapture API Implementation, as applicable, is outside the scope of this SOW.
- 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.
- CertCapture for eCommerce Implementation. For Customers who have purchased “CertCapture for eCommerce Implementation,” Avalara will support Customer in setting up CertCapture for eCommerce, as applicable, in their web environment by providing guidance and best practices related to the use of the Service.
- Avalara Obligations. Avalara will support Customer in troubleshooting issues, such as CertCapture for eCommerce not returning the expected result.
- Customer Obligations. To implement CertCapture for eCommerce, Customer will do the following: 1) Define business requirements regarding the collection of exemption Certificates and determination of exemption. 2) Program CertCapture for eCommerce into Customer’s web environment. 3) Perform end-to-end systems integration testing using data passed to, and created by CertCapture for eCommerce, as applicable.
- Avalara CertCapture Validation. For Customers who have purchased “Avalara CertCapture Validation,” Avalara will provide the following:
- 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.
- Customer has the option of including the corresponding customer identification number on the certificate image or in the certificate file name to support the mapping process.
- 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.
- Avalara will make standard reports available so that Customer can review the validations that have been performed and their results.
- 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.
- Disclaimer. Customer understands and agrees that Certificate Validation Services do not guarantee the validity of Certificates.
- 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.
- 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.
- 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.
- 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.
- 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.
- CertCapture One-Time Managed Services. For Customers who have purchased the “Managed Services,” Avalara will manage new and expired Certificates on Customer’s behalf in accordance with the Order Document. Managed Services may include (i) CertCapture Validation; (ii) CertCapture Campaigns, and (iii) CertCapture Tax ID Verification.
- Customer Obligations. To purchase Managed Services, Customer must first purchase CertCapture and complete implementation. Managed Services does not include CertCapture subscription implementation services. Customer will upload Customer’s requisite customer data into Customer’s Account. Customer agrees to assist Avalara in gaining access to information, personnel, and resources necessary to complete the services and deliverables described in this SOW. Customer agrees to work collaboratively with Avalara to accomplish the purpose and scope of this SOW including providing written approval for campaigns, validation rules, and updates to software settings. Customer is aware that changes to validation rules are not retroactively applied to prior certificate validations.
- 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:
- Customer Data Formatting Services. For Customers who have purchased “Customer Data Formatting Services,” Avalara will provide assistance to correct previously uploaded or newly uploaded transactions into Customer’s AvaTax account as a precursor to a Backfiling Services project. Avalara will convert Customer’s source data files into a format usable by AvaTax.
- AvaTax Import Process.
- Prior to importing or correcting any transaction data, Avalara will work with Customer to understand Customer’s tax policy and guide Customer in applying that policy to Customer’s AvaTax account.
- 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 status applied than that of the original, native transaction. These results could impact Customer’s tax liability in the applicable tax jurisdictions.
- Some 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
- Customer Obligations. Customer must have existing and current AvaTax and Avalara Managed Returns subscriptions 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 Customer Data Formatting Services.
- AvaTax Import Process.
- Enterprise Certificate Management Services.
- ECMS Implementation Services (formerly a TTR offering). 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 in the following ways:
- Solution Planning, Design, Testing, and Deployment. 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. 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. For 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. Avalara will participate in solution deployment activities, including data migrations and cutover planning.
- ECMS API Implementation. If requested by Customer, Avalara will support Customer in setting up access to the ECMS API as follows: (1) Avalara will provide guidance and best practices related to development using the ECMS API. Customer shall develop and test the ECMS API against the documentation provided by Avalara. Avalara will reasonably support Customer in troubleshooting issues during Customer testing.
- Avalara Flat File Transfer via SFTP/FTP. If requested by Customer, Avalara will offer automated file export/import, including use of SFTP. Customer will need to work with Avalara to send/receive files in an appropriate format.
- Configuration. ECMS configuration will be completed by Customer’s tax team with the following guidance and support from Avalara, as requested by Customer: (1) Avalara will provision ECMS with the entities for which Customer has identified a need for exemption certificate management; (2) Avalara will guide Customer on the configurations and Company Content within the ECMS application; and (3) Avalara will guide Customer on the import or entry of Customer’s customers in the appropriate format for Customer’s business requirements.
- ECMS Implementation Services (formerly a TTR offering). 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 in the following ways:
- License Professional Services. For Customers who have purchased License Professional Services, Avalara will provide the following, as applicable. License Professional Services may include local jurisdictions at Avalara’s discretion.
- Definitions.
- “Licenses” means business licenses or permits.
- "License Filing” means the combination of the Sales Tax Registration Service and the Service where on a one-time basis, Avalara collects Customer Data, and prepares and files the License forms needed for one line of business in one physical location, including for a Regulated Business, if applicable.
- “License Guidance” means the service where Avalara provides Customer with a report listing the initial Licenses and Registration required, including PDFs of or links to the form applications, for one line of business in one physical business location and provides information to enable Customer to complete the applications.
- "License Preparation” means the combination of the Sales Tax Registration Service and the service where on a one-time basis, Avalara collects Customer Data and prepares the License forms for Customer to file the Licenses needed for one line of business in one physical location.
- “ License Professional Services” means the Custom License Research, License Filing, License Gap Analysis, License Guidance, License Preparation, License Verification, Sales Tax De-Registration, and Sales Tax Registration service offerings to which Customer subscribes, as specified in the applicable Order Document.
- “Regulated Business” means (i) a regulated business that requires additional registration steps such as food service, healthcare, or transportation, (ii) an international entity not incorporated in a US state, or (iii) an entity needing Simplified Sales Tax (“SST”) registrations.
- "Sales Tax De-Registration” means the service where Avalara collects Customer Data and prepares and files a De-Registration for one jurisdiction.
- "Sales Tax Registration” means the service where Avalara collects Customer Data and prepares and files a Registration for one jurisdiction.
- Customer Obligations. Customer is responsible for (i) the accuracy, quality, legality, completeness, and integrity of the Customer Data provided by Customer and the means by which Customer acquired it; (ii) ensuring the information Customer provides in connection with the Services, such as billing information and purchase orders, is current, accurate, and complete; (iii) timely providing Avalara with Customer Data needed for Avalara to perform the Services, formatted using the template provided by Avalara; (iv) ensuring their License and Registration fees are paid to the applicable jurisdiction except where otherwise provided, and (v) approving or facilitating any authorizations which may be required by the applicable jurisdictions in the course of Avalara providing the License Professional Services.
- Authorization. By purchasing the Services described in this Section 5(e) (License Professional Services), Customer authorizes Avalara to prepare and file, where applicable, the Customer’s Licenses and Registrations. Customer also authorizes Avalara to interact with relevant jurisdictions and other third parties on Customer’s behalf in connection with Avalara’s provision of the Services.
- Avalara License Managed Services Implementation. Avalara will provide implementation services for Customers who have purchased Avalara License Managed Services (the “ALMS Implementation Service”).
- Customer Obligations. 1) Account Set-Up. Customer shall provide data for implementation. Customer is solely responsible for data accuracy. Upon Avalara’s request, Customer will provide the required data to Avalara in a format determined by Avalara. Customer will timely respond to Avalara’s questions regarding Customer’s data. 2) Updates. Upon completion of the ALMS Implementation Service, Customer shall notify Avalara if there are additional records to be added that are not derived from Avalara License Filing Services performed on behalf of the customer.
- Avalara Obligations. 1) Account Set-Up. During account set-up, Avalara will onboard license data records provided by Customer with a read-only account, which allows Customer to view content. After successful data migration, Avalara will provide Customer with a web portal account which allows Customer to view order status and use the messaging and reporting modules. 2) Account Configuration. Avalara will provision Avalara License Managed Services for the entities, licenses, and locations that Customer identifies. 3) Training. Avalara will provide Customer with access to the web portal and two training sessions. Avalara may provide additional webinars in its sole discretion.
- Timing. Avalara will begin work within 30 days of receipt of a Services Schedule authorizing this work. The length of time necessary to complete the project depends on the size and completeness of the portfolio.
- Avalara License Management Implementation Services. Avalara will provide implementation support services for Customers who have purchased Avalara License Management (the “ALM Implementation Service”).
- ALM Implementation Service Generally. Customer shall have overall responsibility for implementation, including testing and data accuracy.
- Customer Obligations. 1) Account Set-Up. Upon Avalara’s request, Customer will provide the required data to Avalara in a format determined by Avalara. Customer will timely respond to Avalara’s questions regarding Customer’s data. 2) Updates. Upon completion of the ALM Implementation Service, Customer is responsible for updating and maintaining the data in Avalara License Management.
- Avalara Obligations. 1) Account Set-Up. During account set-up, Avalara will provide Customer with a read-only account, which allows Customer to view content and perform research. After successful data migration, Avalara will provide Customer with a full-access account which allows Customer to edit its data, view content, and perform research. 2) Account Configuration. Avalara will provision Avalara License Management for the entities, licenses, and locations that Customer identifies. If Customer purchases a module, Avalara will provision Avalara License Management for the module purchased, such as professional, contract, real estate, vehicle, or violation management. 3) Support and Training. a) Support. For a period of up to six months following the Services Effective Date, Avalara will provide Customer with basic customer support for ALM Implementation Services. b) Training. Avalara will provide Customer with access to online training videos on the use and maintenance of Avalara License Management. Avalara may provide additional webinars in its sole discretion.
- Timing. Avalara will begin work within 30 days of receipt of a Services Schedule authorizing this work. The length of time necessary to complete the project depends largely on Customer’s internal resources.
- Custom License Research. Avalara will conduct research pertaining to Licenses based on Customer’s business activities, physical locations, and industry regulatory considerations.
- Data Query. Avalara will review a list of Customer’s business location addresses or service areas and compare it to Avalara’s license database to detect where a general business license is imposed in the various jurisdictions within your footprint. The query will also return a result showing whether the licenses found have fees based on gross receipts or other variables.
- License Filing. Avalara will prepare applications for Customer for the issuance of new licenses, or for remediation of licenses not in good standing.
- Services. Upon receipt of all necessary Customer Data, Avalara shall (a) subject to Section 2(b), provide one Registration; and (b) prepare and file the forms for the federal, state, county, and local Licenses needed for one line of business in one physical location. Avalara will collect License and Registration fees from Customer and remit to the applicable jurisdiction on Customer’s behalf. Avalara will provide support with the jurisdiction for the License and Registration application process.
- Customer Responsibilities. Customer is solely responsible for ensuring the Customer Data provided to Avalara is correct. Customer is solely responsible for timely and fully funding the License and Registration fees as requested by Avalara or described in the Documentation.
- Exclusions. If Customer fails to timely or fully fund the License and Registration fees: (1) Avalara has no obligation to prepare or file the Licenses and Registrations; (2) Avalara will have no liability of any kind to Customer which arise as a result of not completing any filing; and (3) Customer will not be entitled to and Avalara will not refund any fees paid by Customer for Services not completed.
- License Gap Analysis. Avalara will compare Customer Data against typical License requirements for business of a similar profile and provide Customer a report of possible gaps in Customer’s Licenses.
- License Guidance. Avalara will prepare a report of the federal, state, county, or local Licenses and Registration needed for one line of business in one physical location.
- Customer Responsibilities. Customer is solely responsible for accurately completing and submitting to the relevant jurisdiction all License and Registration forms provided by Avalara, paying fees associated with those Licenses and Registration, and communicating with the relevant jurisdiction.
- License Preparation.
- Services. Upon receipt of all necessary Customer Data, Avalara shall (a) subject to Section 5(b)(xii) (Sales Tax Registration), provide one Registration; and (b) prepare the signature-ready forms for the federal, state, county, and local Licenses needed for one line of business in one physical location.
- Customer Responsibilities. Customer is solely responsible for reviewing and filing the License applications, remitting associated license fees, and communicating with the applicable jurisdictions.
- Exclusions. License Preparation supports compliance with the license requirements for non-regulated businesses only. For Regulated Businesses, Customer may be required to complete its order through a telephone call with an Avalara sales representative or via other means separate from the online ordering process and pay an additional fee.
- License Verification. Avalara will review Customer’s Licenses and validate their currency. If Customer does not have a copy of the License, Avalara will acquire a copy of the License from the applicable jurisdiction. Avalara will provide Customer a report summarizing the status of each verified License.
- Sales Tax De-Registration. For Customers who have purchased “Sales 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.
- Avalara Obligations.
- 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 a 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.
- 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.
- Customer Obligations.
- 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.
- Customer shall file all final returns or notify Avalara to file final returns on Customer’s behalf and cancel the Service where Avalara prepares and files sales and use tax returns, and provides client payment funding, remittance, and notice management services "Avalara Returns," if applicable. Customer shall disable tax collection within AvaTax and end-date filing calendars, if applicable.
- 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.
- Customer shall notify all other relevant state and local authorities of the change.
- Disclaimer. Occasionally, tax authorities hold tax accounts open. Customer understands and agrees that Sales Tax De-Registrations do not guarantee the jurisdiction will complete the de-registration process.
- Avalara Obligations.
- Sales Tax Registration. For Customers who have purchased “Sales Tax Registration” services, upon receipt of all necessary Customer Data, Avalara shall prepare and file either one state or local sales tax registration ("Registration") and remit registration fees to the applicable jurisdiction. The fee for the Service only includes state-level Registration fees. Avalara will notify Customer if filing and registration fee remittance is not available from Avalara for a Registration (for example, for a local Registration), in which case, Avalara will provide the Registration application to Customer, and Customer shall file the Registration application and remit Registration fees directly to the applicable jurisdiction.
- Definitions.
- 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.
- 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.
- Customer Obligations.
- 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.
- Customer shall update their AvaTax account with the new information including the organization section and filing calendars, if applicable.
- Customer shall respond to additional requests from the jurisdictions after the packages have been submitted.
- Customer shall notify all other relevant state and local authorities of the change.
- Property Tax Implementation Services. Avalara will provide implementation services for Customers who have purchased them along with their subscription to Avalara Property Tax Assessments for Accountants, Avalara Property Tax Bills for Accountants, Avalara Property Tax Returns for Accountants, Avalara Property Tax Documents for Accountants, Avalara Property Tax Assessments for Enterprise, Avalara Property Tax Bills for Enterprise, and Avalara Property Tax Returns for Enterprise, and Avalara Property Tax Documents for Enterprise (the “Standard APT Implementation Service”).
- Scope of Work. The Standard APT Implementation Service may include local jurisdictions, as applicable. The Standard APT Implementation Service does not cover custom implementation services, which include, but are not limited to, accounts payable integration, custom reporting requirements, system enhancements, data transformation services, or the extraction of non-standard data fields from a Document. These services must be purchased separately.
- Timing. 1) Customer shall indicate their availability to Avalara and select a mutually agreeable date upon which the Standard APT Implementation Service will begin (“Implementation Start Date”), which shall be within 30 days of the Services Effective Date, unless Customer is unable to identify a mutually agreeable date within that time frame. Once the Implementation Start Date is determined, Avalara will schedule a kick-off call in order to define a mutually agreeable schedule for required training sessions and implementation steps. 2) Avalara will initiate the Standard APT Implementation Service on the Implementation Start Date. The length of time necessary to complete the Standard APT Implementation Service is dependent upon the usage tier(s) indicated in the Customer’s Order Document and Avalara’s availability. 3) If Customer is not prepared to begin work on the Implementation Start Date, is unable to attend a training session, or complete a required portion of the Standard APT Implementation Service as per the agreed-upon schedule, the scheduled implementation dates may be delayed and additional fees may apply to the revised implementation schedule.
- Customer Obligations. 1) Account Set-Up. Customer is solely responsible for data accuracy. Upon Avalara’s request, Customer is responsible for uploading all required data for Service implementation to the Service as specified in the Property Tax Documentation and according to instructions provided by Avalara during the Standard APT Implementation Service. Customer will provide timely responses to Avalara’s questions regarding Customer’s data. 2) Updates. If some Customer Data is unavailable to be uploaded during the Standard APT Implementation Service, and Customer wants to proceed with the agreed-upon schedule using temporary placeholder data, Customer is solely responsible for updating placeholder data input in required data fields in order to complete the Standard APT Implementation Service. This includes all data fields whose content is or will be determined by the content of an Assessment, Bill, or any similar tax document received by the Customer.
- Avalara Obligations. 1) Account Configuration. Avalara will provide training for the purchased products included on Customer’s Order Document, and will provide access to the Services based exclusively on the entities, properties, and locations that Customer identifies. 2) Training. Avalara will provide training according to the agreed-upon schedule of the Standard APT Implementation Service. Avalara will also make additional training materials available in the Property Tax Documentation for the products identified on Customer’s Order Document.
- Sales Tax Risk Assessment. Avalara offers sales tax risk assessment on a standard and premium basis (“Avalara Sales Tax Risk Assessment Standard” and “Avalara Sales Tax Risk Assessment Premium” respectively, and each of which is a “Sales Tax Risk Assessment”) Sales Tax Risk Assessments are offered on a one-time basis.
- The Services. For Customers who have purchased a Sales Tax Risk Assessment, 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 applicable period. Avalara may also request that Customer provides additional material about Customer’s products and services to supplement this information.
- 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 Sales Tax Risk Assessment within four weeks after receiving Customer’s completed survey and any additional required information.
- 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.
- Standard 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. Customer must be live on Avalara Returns.
- Avalara Obligations. Avalara will (a) file period tax returns upon Customer review and approval of liability, and (b) facilitate funding for the tax liability related to the prior period tax returns, if necessary. To ensure your returns are processed timely Avalara will proceed with the project by initiating the pull of funding request tax remittance under $40,000. Any variances uncovered will be the Customer’s responsibility to resolve. Amended fees will apply if Avalara is requested to correct the returns processed.
- Customer Obligations.
- Customer shall ensure transaction data is entered accurately into AvaTax. Reprocessing fees will apply if Avalara prepares a tax return more than once due to inaccurate transaction data within AvaTax.
- Customer shall approve reporting figures and providing funding for remittance amounts.
- Customer shall address any correspondence or communications from the taxing jurisdiction related to the tax returns and payments.
- 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.
- Avalara Obligations. Based on the information and materials provided by Customer, Avalara will provide the following:
- 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;
- 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 processing up to 25,000 of Customer’s historical transactions per state to calculate the correct amount of tax due (if Customer’s data exceeds 25,000 transactions per state, Customer will purchase Data Transformation Services with respect to the excess). Avalara will segregate the amounts due to each taxing jurisdiction (excluding local taxing authorities). These amounts will be used for tax reporting under the voluntary disclosure agreement;
- Avalara will submit any voluntary disclosure program applications to the taxing jurisdiction on Customer’s behalf; and
- Avalara will coordinate any additional information requests from the taxing authority.
- Customer Obligations.
- 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.
- 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.
- 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 is responsible for updating the filing calendar in Avalara Returns.
- Disclaimer. Avalara does not guarantee Customer acceptance into any Voluntary Compliance Program or abatement of penalties or interest.
- Avalara Obligations. Based on the information and materials provided by Customer, Avalara will provide the following:
- Avalara Implementation Services. Avalara provides implementation support services for Customers who have purchased certain Services (collectively, the “Implementation Services”).
Effective November 3rd 2023 to November 3rd 2023
DownloadTable of Contents
Table of Contents
- Definitions
- Extension of Scope
- Professional Fees
- Assumptions
- The Services
- Avalara Implementation Services
- Implementation Services Generally
- Advanced Transaction Rules Implementation Services
- Avalara Consumer Use Implementation Services
- Avalara License Managed Services Implementation
- Avalara License Management Implementation Services
- Avalara Property Tax Implementation Services
- Avalara Returns Implementation Services
- AvaTax Implementation Services
- CertCapture Implementation Services
- Exemption Certificate Management Implementation Services
- CertCapture Services
- Customer Data Formatting Services
- Enterprise Certificate Management Services
- License Professional Services
- Name or Address Change Services
- Sales Tax Risk Assessment
- Standard Backfiling Services
- Voluntary Disclosure Agreement
- Avalara Implementation Services
- Definitions.
- “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 the Service for calculating transaction taxes and certain fees and surcharges on the sale of goods and services, including sales, use, and value added taxes.
- “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 CertCapture Service for use in a single jurisdiction.
- “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.
- 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.
- Professional Fees. Customer will pay all fees specified in the Order Document. Payment obligations are non-cancellable, and fees paid are non-refundable. Unless otherwise stated in a Services Schedule, Avalara charges a fixed fee for the Professional Services set forth in this SOW.
- Assumptions.
- Customer represents and warrants that all information and documentation provided to Avalara is true and accurate.
- Customer is responsible for all sales and use tax decisions, any Certificate management decisions, and tax positions taken. The scope of this Service does not include local jurisdictions unless stated in the Order Document.
- The scope of this engagement does not include any specific tax research or determination of the taxability of your company’s products or services.
- 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.
- 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.
- 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.
- All work will be performed remotely during Avalara business hours. Avalara will not travel to Customer’s premises under this Service.
- Customer is responsible for the payment of any additional tax, interest and/or penalties due related to the effort in this SOW.
- Avalara will begin performing the Professional Services within 30 days of Services Effective Date.
- 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.
- 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.
- Services available under this SOW apply to implementations for the U.S. and up to five additional countries only and do not include implementations for other countries or configurations for International Transactions, Customs Transactions, or Estimated Customs Transactions, unless otherwise purchased.
- This SOW applies to sales tax only and does not include implementation of use tax functionality if not supported by the applicable connector.
- 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 for Services available under this SOW.
- The Services.
- Avalara Implementation Services. Avalara provides implementation support services for Customers who have purchased certain Services (collectively, the “Implementation Services”).
- 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:
- 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.
- 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.
- 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.
- Timing. 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. 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.
- Advanced Transaction Rules Implementation Services. For Customers who have purchased "Advanced Transaction Rules Implementation Services,"
- General. Avalara will support Customer in setting up rules in AvaTax by providing guidance and best practices related to use and configuration of the Service that allows Customer to establish rules to modify transactions before or after tax calculation ("Advanced Transaction Rules").
- Training and Support. Avalara will provide training to Customer on the the Service that allows Customer to import, assess, calculate, and accrue consumer use tax. Advanced Transaction Rules Service. Avalara will support Customer in troubleshooting issues such as the Advanced Transaction Rules Service not returning the expected result (for up to 10 rules only).
- Customer Obligations. Customer is responsible for the following: 1) Defining business requirements and logic regarding configuration of rules established in the Advanced Transaction Rules Service. 2) Adjustments to ERP, Ecommerce, or POS systems that may be required to pass the data points to provide a full solution. 3) Configuring rules in AvaTax. 4) Maintaining rules after initial implementation.
- Avalara Consumer Use Implementation Services. For Customers who have purchased "Avalara Consumer Use Implementation Services,"
- General. Avalara will assist Customer's setup and configuration of the Service that allows Customer to import, assess, calculate, and accrue consumer use tax ("Avalara Consumer Use") in Customer's Account by providing guidance and best practices for use of the Service.
- Avalara Consumer Use Training. Avalara will provide key user training on the use and maintenance (two sessions: an initial introductory session to familiarize the key business users and project team members with the functionality and an advanced session on the use and maintenance of the tax-related functionality before solution deployment).
- Tax Logic and Tax Code Mapping. If AvaTax has been implemented, Avalara will conduct a workshop with Customer's tax department to develop a tax logic matrix to define the business rules to be used for tax exemption processing and assist with the identification of appropriate Avalara AvaTax system tax codes (tax categories) for use in product-based tax exemption processing.
- AvaTax implementation is out of scope of Avalara Consumer Use Implementation Services.
- Avalara License Managed Services Implementation. Avalara will provide implementation services for Customers who have purchased Avalara License Managed Services (the “ALMS Implementation Service”).
- Customer Obligations. 1) Account Set-Up. Customer shall provide data for implementation. Customer is solely responsible for data accuracy. Upon Avalara’s request, Customer will provide the required data to Avalara in a format determined by Avalara. Customer will timely respond to Avalara’s questions regarding Customer’s data. 2) Updates. Upon completion of the ALMS Implementation Service, Customer shall notify Avalara if there are additional records to be added that are not derived from Avalara License Filing Services performed on behalf of the customer.
- Avalara Obligations. 1) Account Set-Up. During account set-up, Avalara will onboard license data records provided by Customer with a read-only account, which allows Customer to view content. After successful data migration, Avalara will provide Customer with a web portal account which allows Customer to view order status and use the messaging and reporting modules. 2) Account Configuration. Avalara will provision Avalara License Managed Services for the entities, licenses, and locations that Customer identifies. 3) Training. Avalara will provide Customer with access to the web portal and two training sessions. Avalara may provide additional webinars in its sole discretion.
- Timing. Avalara will begin work within 30 days of receipt of a Services Schedule authorizing this work. The length of time necessary to complete the project depends on the size and completeness of the portfolio.
- Avalara License Management Implementation Services. Avalara will provide implementation support services for Customers who have purchased Avalara License Management (the “ALM Implementation Service”).
- ALM Implementation Service Generally. Customer shall have overall responsibility for implementation, including testing and data accuracy.
- Customer Obligations. 1) Account Set-Up. Upon Avalara’s request, Customer will provide the required data to Avalara in a format determined by Avalara. Customer will timely respond to Avalara’s questions regarding Customer’s data. 2) Updates. Upon completion of the ALM Implementation Service, Customer is responsible for updating and maintaining the data in Avalara License Management.
- Avalara Obligations. 1) Account Set-Up. During account set-up, Avalara will provide Customer with a read-only account, which allows Customer to view content and perform research. After successful data migration, Avalara will provide Customer with a full-access account which allows Customer to edit its data, view content, and perform research. 2) Account Configuration. Avalara will provision Avalara License Management for the entities, licenses, and locations that Customer identifies. If Customer purchases a module, Avalara will provision Avalara License Management for the module purchased, such as professional, contract, real estate, vehicle, or violation management. 3) Support and Training. a) Support. For a period of up to six months following the Services Effective Date, Avalara will provide Customer with basic customer support for ALM Implementation Services. b) Training. Avalara will provide Customer with access to online training videos on the use and maintenance of Avalara License Management. Avalara may provide additional webinars in its sole discretion.
- Timing. Avalara will begin work within 30 days of receipt of a Services Schedule authorizing this work. The length of time necessary to complete the project depends largely on Customer’s internal resources.
- Avalara Property Tax Implementation Services. Avalara will provide implementation services for Customers who have purchased them along with their subscription to Avalara Property Tax Assessments for Accountants, Avalara Property Tax Bills for Accountants, Avalara Property Tax Returns for Accountants, Avalara Property Tax Documents for Accountants, Avalara Property Tax Assessments for Enterprise, Avalara Property Tax Bills for Enterprise, and Avalara Property Tax Returns for Enterprise, and Avalara Property Tax Documents for Enterprise (the “Standard APT Implementation Service”).
- Scope of Work. The Standard APT Implementation Service may include local jurisdictions, as applicable. The Standard APT Implementation Service does not cover custom implementation services, which include, but are not limited to, accounts payable integration, custom reporting requirements, system enhancements, data transformation services, or the extraction of non-standard data fields from a Document. These services must be purchased separately.
- Timing. 1) Customer shall indicate their availability to Avalara and select a mutually agreeable date upon which the Standard APT Implementation Service will begin (“Implementation Start Date”), which shall be within 30 days of the Services Effective Date, unless Customer is unable to identify a mutually agreeable date within that time frame. Once the Implementation Start Date is determined, Avalara will schedule a kick-off call in order to define a mutually agreeable schedule for required training sessions and implementation steps. 2) Avalara will initiate the Standard APT Implementation Service on the Implementation Start Date. The length of time necessary to complete the Standard APT Implementation Service is dependent upon the usage tier(s) indicated in the Customer’s Order Document and Avalara’s availability. 3) If Customer is not prepared to begin work on the Implementation Start Date, is unable to attend a training session, or complete a required portion of the Standard APT Implementation Service as per the agreed-upon schedule, the scheduled implementation dates may be delayed and additional fees may apply to the revised implementation schedule.
- Customer Obligations. 1) Account Set-Up. Customer is solely responsible for data accuracy. Upon Avalara’s request, Customer is responsible for uploading all required data for Service implementation to the Service as specified in the Property Tax Documentation and according to instructions provided by Avalara during the Standard APT Implementation Service. Customer will provide timely responses to Avalara’s questions regarding Customer’s data. 2) Updates. If some Customer Data is unavailable to be uploaded during the Standard APT Implementation Service, and Customer wants to proceed with the agreed-upon schedule using temporary placeholder data, Customer is solely responsible for updating placeholder data input in required data fields in order to complete the Standard APT Implementation Service. This includes all data fields whose content is or will be determined by the content of an Assessment, Bill, or any similar tax document received by the Customer.
- Avalara Obligations. 1) Account Configuration. Avalara will provide training for the purchased products included on Customer’s Order Document, and will provide access to the Services based exclusively on the entities, properties, and locations that Customer identifies. 2) Training. Avalara will provide training according to the agreed-upon schedule of the Standard APT Implementation Service. Avalara will also make additional training materials available in the Property Tax Documentation for the products identified on Customer’s Order Document.
- Avalara Returns Implementation Services. For Customers who have purchased Avalara Returns Implementation Services will receive the following:
- 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.
- Returns Configuration. Avalara will guide Customer on the filing calendar setup process for up to five reporting jurisdictions.
- AvaTax Implementation Services. Customers who have purchased AvaTax Implementation Services will receive the following:
- 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.
- 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.
- 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 Customer’s customer exemptions within AvaTax and assist Customer in configuration.
- 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).
- CertCapture Implementation Services. Customers who have purchased CertCapture Implementation Services will receive the following:
- CertCapture Training. Avalara will provide user training on the use and maintenance of the Service for storing and managing certificates ("CertCapture") (two sessions: an initial introductory session to familiarize Customer's key business users and project team with the functionality of the CertCapture, as applicable, and a follow-up advanced session on customer data maintenance, Certificate requests, managing Certificates, and business process flow).
- 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, as applicable, with the entities in which Customer has identified a need for exemption management.
- CertCapture Settings. Avalara will guide Customer on the configurations and Company Content within CertCapture application, as applicable.
- CertCapture Customers. Avalara will guide Customer on the import/entry of Customer’s customers in the appropriate format for Customer’s business requirements.
- Exemption Certificate Management Implementation Services. Customers who have purchased Exemption Certificate Management Implementation Services will receive the following:
- Exemption Certificate Management Training. Avalara will provide user training on the use and maintenance of Exemption Certificate Management (two sessions: an initial introductory session to familiarize Customer's key business users and project team with the functionality of the Exemption Certificate Management Service, as applicable, and a follow-up advanced session on customer data maintenance, Certificate requests, managing Certificates, and business process flow).
- Exemption Certificate Management Configurations. Exemption Certificate Management configuration will be completed by Customer’s tax team with guidance and support from Avalara, including the following: 1) Exemption Certificate Management Entities. Avalara will provision the Exemption Certificate Management Service, as applicable, with the entities in which Customer has identified a need for exemption management. 2) Exemption Certificate Management Settings. Avalara will guide Customer on the configurations and Company Content within the Exemption Certificate Management Service, as applicable. 3) Exemption Certificate Management Customers. Avalara will guide Customer on the import/entry of Customer’s customers in the appropriate format for Customer’s business requirements.
- 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:
- CertCapture Services.
- 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:
- 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.
- 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.
- Customer Obligations. Customer will provide the following: 1) User and user role mapping based on Avalara’s template; 2) Customer’s identity provider SSL certificate; and 3) Provisioning within Customer’s identity provider.
- CertCapture API Implementation. For Customers who have purchased “CertCapture API Implementation,” Avalara will support Customer in setting up access to the CertCapture API, as applicable, as follows:
- Avalara will provide guidance and best practices related to development using the CertCapture API, as applicable. CertCapture API specifications are located at http://docs.certcapture6xrest.apiary.io/.
- Customer shall develop and test the CertCapture API, as applicable, in accordance with these specifications.
- Avalara will support Customer in troubleshooting issues during Customer testing.
- Any enhancement to the CertCapture API Implementation, as applicable, is outside the scope of this SOW.
- 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.
- CertCapture for eCommerce Implementation. For Customers who have purchased “CertCapture for eCommerce Implementation,” Avalara will support Customer in setting up CertCapture for eCommerce, as applicable, in their web environment by providing guidance and best practices related to the use of the Service.
- Avalara Obligations. Avalara will support Customer in troubleshooting issues, such as CertCapture for eCommerce not returning the expected result.
- Customer Obligations. To implement CertCapture for eCommerce, Customer will do the following: 1) Define business requirements regarding the collection of exemption Certificates and determination of exemption. 2) Program CertCapture for eCommerce into Customer’s web environment. 3) Perform end-to-end systems integration testing using data passed to, and created by CertCapture for eCommerce, as applicable.
- Avalara CertCapture Validation. For Customers who have purchased “Avalara CertCapture Validation,” Avalara will provide the following:
- 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.
- Customer has the option of including the corresponding customer identification number on the certificate image or in the certificate file name to support the mapping process.
- 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.
- Avalara will make standard reports available so that Customer can review the validations that have been performed and their results.
- 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.
- Disclaimer. Customer understands and agrees that Certificate Validation Services do not guarantee the validity of Certificates.
- 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.
- 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.
- 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.
- 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.
- 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.
- CertCapture One-Time Managed Services. For Customers who have purchased the “Managed Services,” Avalara will manage new and expired Certificates on Customer’s behalf in accordance with the Order Document. Managed Services may include (i) CertCapture Validation; (ii) CertCapture Campaigns, and (iii) CertCapture Tax ID Verification.
- Customer Obligations. To purchase Managed Services, Customer must first purchase CertCapture and complete implementation. Managed Services does not include CertCapture subscription implementation services. Customer will upload Customer’s requisite customer data into Customer’s Account. Customer agrees to assist Avalara in gaining access to information, personnel, and resources necessary to complete the services and deliverables described in this SOW. Customer agrees to work collaboratively with Avalara to accomplish the purpose and scope of this SOW including providing written approval for campaigns, validation rules, and updates to software settings. Customer is aware that changes to validation rules are not retroactively applied to prior certificate validations.
- 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:
- Customer Data Formatting Services. For Customers who have purchased “Customer Data Formatting Services,” Avalara will provide assistance to correct previously uploaded or newly uploaded transactions into Customer’s AvaTax account as a precursor to a Backfiling Services project. Avalara will convert Customer’s source data files into a format usable by AvaTax.
- AvaTax Import Process.
- Prior to importing or correcting any transaction data, Avalara will work with Customer to understand Customer’s tax policy and guide Customer in applying that policy to Customer’s AvaTax account.
- 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 status applied than that of the original, native transaction. These results could impact Customer’s tax liability in the applicable tax jurisdictions.
- Some 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
- Customer Obligations. Customer must have existing and current AvaTax and Avalara Managed Returns subscriptions 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 Customer Data Formatting Services.
- AvaTax Import Process.
- Enterprise Certificate Management Services.
- Exemption Certificate Management. For Customers who have purchased “Exemption Certificate Management API Implementation,” Avalara will support Customer in setting up access to the Exemption Certificate Management as follows:
- Avalara will provide guidance and best practices related to development using the Exemption Certificate Management.
- Customer shall develop and test the Exemption Certificate Management in accordance with these specifications.
- Avalara will support Customer in troubleshooting issues during Customer testing.
- Any enhancement to the Exemption Certificate Management is outside the scope of this SOW.
- Exemption Certificate Management for eCommerce. For Customers who have purchased “Exemption Certificate Management for eCommerce,” Avalara will support Customer in setting up Exemption Certificate Management for eCommerce in their web environment by providing guidance and best practices related to the use of the Service.
- Avalara Obligations. Avalara will support Customer in troubleshooting issues, such as Exemption Certificate Management for eCommerce not returning the expected result.
- Customer Obligations. To implement Exemption Certificate Management for eCommerce, Customer will do the following: 1) Define business requirements regarding the collection of exemption Certificates and determination of exemption. 2) Program Exemption Certificate Management for eCommerce into Customer’s web environment. 3) Perform end-to-end systems integration testing using data passed to, and created by, Exemption Certificate Management for eCommerce.
- ECMS Implementation Services (formerly a TTR offering). 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 in the following ways:
- Solution Planning, Design, Testing, and Deployment. 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. 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. For 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. Avalara will participate in solution deployment activities, including data migrations and cutover planning.
- ECMS API Implementation. If requested by Customer, Avalara will support Customer in setting up access to the ECMS API as follows: (1) Avalara will provide guidance and best practices related to development using the ECMS API. Customer shall develop and test the ECMS API against the documentation provided by Avalara. Avalara will reasonably support Customer in troubleshooting issues during Customer testing.
- Avalara Flat File Transfer via SFTP/FTP. If requested by Customer, Avalara will offer automated file export/import, including use of SFTP. Customer will need to work with Avalara to send/receive files in an appropriate format.
- Configuration. ECMS configuration will be completed by Customer’s tax team with the following guidance and support from Avalara, as requested by Customer: (1) Avalara will provision ECMS with the entities for which Customer has identified a need for exemption certificate management; (2) Avalara will guide Customer on the configurations and Company Content within the ECMS application; and (3) Avalara will guide Customer on the import or entry of Customer’s customers in the appropriate format for Customer’s business requirements.
- Exemption Certificate Management. For Customers who have purchased “Exemption Certificate Management API Implementation,” Avalara will support Customer in setting up access to the Exemption Certificate Management as follows:
- License Professional Services. For Customers who have purchased License Professional Services, Avalara will provide the following, as applicable. License Professional Services may include local jurisdictions at Avalara’s discretion.
- Definitions.
- “Licenses” means business licenses or permits.
- "License Filing” means the combination of the Sales Tax Registration Service and the Service where on a one-time basis, Avalara collects Customer Data, and prepares and files the License forms needed for one line of business in one physical location, including for a Regulated Business, if applicable.
- “License Guidance” means the service where Avalara provides Customer with a report listing the initial Licenses and Registration required, including PDFs of or links to the form applications, for one line of business in one physical business location and provides information to enable Customer to complete the applications.
- "License Preparation” means the combination of the Sales Tax Registration Service and the service where on a one-time basis, Avalara collects Customer Data and prepares the License forms for Customer to file the Licenses needed for one line of business in one physical location.
- “ License Professional Services” means the Custom License Research, License Filing, License Gap Analysis, License Guidance, License Preparation, License Verification, Sales Tax De-Registration, and Sales Tax Registration service offerings to which Customer subscribes, as specified in the applicable Order Document.
- “Regulated Business” means (i) a regulated business that requires additional registration steps such as food service, healthcare, or transportation, (ii) an international entity not incorporated in a US state, or (iii) an entity needing Simplified Sales Tax (“SST”) registrations.
- "Sales Tax De-Registration” means the service where Avalara collects Customer Data and prepares and files a De-Registration for one jurisdiction.
- "Sales Tax Registration” means the service where Avalara collects Customer Data and prepares and files a Registration for one jurisdiction.
- Customer Obligations. Customer is responsible for (i) the accuracy, quality, legality, completeness, and integrity of the Customer Data provided by Customer and the means by which Customer acquired it; (ii) ensuring the information Customer provides in connection with the Services, such as billing information and purchase orders, is current, accurate, and complete; (iii) timely providing Avalara with Customer Data needed for Avalara to perform the Services, formatted using the template provided by Avalara; (iv) ensuring their License and Registration fees are paid to the applicable jurisdiction except where otherwise provided, and (v) approving or facilitating any authorizations which may be required by the applicable jurisdictions in the course of Avalara providing the License Professional Services.
- Authorization. By purchasing the Services described in this Section 5(e) (License Professional Services), Customer authorizes Avalara to prepare and file, where applicable, the Customer’s Licenses and Registrations. Customer also authorizes Avalara to interact with relevant jurisdictions and other third parties on Customer’s behalf in connection with Avalara’s provision of the Services.
- Custom License Research. Avalara will conduct research pertaining to Licenses based on Customer’s business activities, physical locations, and industry regulatory considerations.
- Data Query. Avalara will review a list of Customer’s business location addresses or service areas and compare it to Avalara’s license database to detect where a general business license is imposed in the various jurisdictions within your footprint. The query will also return a result showing whether the licenses found have fees based on gross receipts or other variables.
- License Filing. Avalara will prepare applications for Customer for the issuance of new licenses, or for remediation of licenses not in good standing.
- Services. Upon receipt of all necessary Customer Data, Avalara shall (a) subject to Section 2(b), provide one Registration; and (b) prepare and file the forms for the federal, state, county, and local Licenses needed for one line of business in one physical location. Avalara will collect License and Registration fees from Customer and remit to the applicable jurisdiction on Customer’s behalf. Avalara will provide support with the jurisdiction for the License and Registration application process.
- Customer Responsibilities. Customer is solely responsible for ensuring the Customer Data provided to Avalara is correct. Customer is solely responsible for timely and fully funding the License and Registration fees as requested by Avalara or described in the Documentation.
- Exclusions. If Customer fails to timely or fully fund the License and Registration fees: (1) Avalara has no obligation to prepare or file the Licenses and Registrations; (2) Avalara will have no liability of any kind to Customer which arise as a result of not completing any filing; and (3) Customer will not be entitled to and Avalara will not refund any fees paid by Customer for Services not completed.
- License Gap Analysis. Avalara will compare Customer Data against typical License requirements for business of a similar profile and provide Customer a report of possible gaps in Customer’s Licenses.
- License Guidance. Avalara will prepare a report of the federal, state, county, or local Licenses and Registration needed for one line of business in one physical location.
- Customer Responsibilities. Customer is solely responsible for accurately completing and submitting to the relevant jurisdiction all License and Registration forms provided by Avalara, paying fees associated with those Licenses and Registration, and communicating with the relevant jurisdiction.
- License Preparation.
- Services. Upon receipt of all necessary Customer Data, Avalara shall (a) subject to Section 5(b)(xii) (Sales Tax Registration), provide one Registration; and (b) prepare the signature-ready forms for the federal, state, county, and local Licenses needed for one line of business in one physical location.
- Customer Responsibilities. Customer is solely responsible for reviewing and filing the License applications, remitting associated license fees, and communicating with the applicable jurisdictions.
- Exclusions. License Preparation supports compliance with the license requirements for non-regulated businesses only. For Regulated Businesses, Customer may be required to complete its order through a telephone call with an Avalara sales representative or via other means separate from the online ordering process and pay an additional fee.
- License Verification. Avalara will review Customer’s Licenses and validate their currency. If Customer does not have a copy of the License, Avalara will acquire a copy of the License from the applicable jurisdiction. Avalara will provide Customer a report summarizing the status of each verified License.
- Sales Tax De-Registration. For Customers who have purchased “Sales 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.
- Avalara Obligations.
- 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 a 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.
- 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.
- Customer Obligations.
- 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.
- Customer shall file all final returns or notify Avalara to file final returns on Customer’s behalf and cancel the Service where Avalara prepares and files sales and use tax returns, and provides client payment funding, remittance, and notice management services "Avalara Returns," if applicable. Customer shall disable tax collection within AvaTax and end-date filing calendars, if applicable.
- 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.
- Customer shall notify all other relevant state and local authorities of the change.
- Disclaimer. Occasionally, tax authorities hold tax accounts open. Customer understands and agrees that Sales Tax De-Registrations do not guarantee the jurisdiction will complete the de-registration process.
- Avalara Obligations.
- Sales Tax Registration. For Customers who have purchased “Sales Tax Registration” services, upon receipt of all necessary Customer Data, Avalara shall prepare and file either one state or local sales tax registration ("Registration") and remit registration fees to the applicable jurisdiction. The fee for the Service only includes state-level Registration fees. Avalara will notify Customer if filing and registration fee remittance is not available from Avalara for a Registration (for example, for a local Registration), in which case, Avalara will provide the Registration application to Customer, and Customer shall file the Registration application and remit Registration fees directly to the applicable jurisdiction.
- Definitions.
- 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.
- 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.
- Customer Obligations.
- 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.
- Customer shall update their AvaTax account with the new information including the organization section and filing calendars, if applicable.
- Customer shall respond to additional requests from the jurisdictions after the packages have been submitted.
- Customer shall notify all other relevant state and local authorities of the change.
- Sales Tax Risk Assessment. Avalara offers sales tax risk assessment on a standard and premium basis (“Avalara Sales Tax Risk Assessment Standard” and “Avalara Sales Tax Risk Assessment Premium” respectively, and each of which is a “Sales Tax Risk Assessment”) Sales Tax Risk Assessments are offered on a one-time basis.
- The Services. For Customers who have purchased a Sales Tax Risk Assessment, 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 applicable period. Avalara may also request that Customer provides additional material about Customer’s products and services to supplement this information.
- 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 Sales Tax Risk Assessment within four weeks after receiving Customer’s completed survey and any additional required information.
- 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.
- Standard 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. Customer must be live on Avalara Returns.
- Avalara Obligations. Avalara will (a) file period tax returns upon Customer review and approval of liability, and (b) facilitate funding for the tax liability related to the prior period tax returns, if necessary. To ensure your returns are processed timely Avalara will proceed with the project by initiating the pull of funding request tax remittance under $40,000. Any variances uncovered will be the Customer’s responsibility to resolve. Amended fees will apply if Avalara is requested to correct the returns processed.
- Customer Obligations.
- Customer shall ensure transaction data is entered accurately into AvaTax. Reprocessing fees will apply if Avalara prepares a tax return more than once due to inaccurate transaction data within AvaTax.
- Customer shall approve reporting figures and providing funding for remittance amounts.
- Customer shall address any correspondence or communications from the taxing jurisdiction related to the tax returns and payments.
- 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.
- Avalara Obligations. Based on the information and materials provided by Customer, Avalara will provide the following:
- 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;
- 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 processing up to 25,000 of Customer’s historical transactions per state to calculate the correct amount of tax due (if Customer’s data exceeds 25,000 transactions per state, Customer will purchase Data Transformation Services with respect to the excess). Avalara will segregate the amounts due to each taxing jurisdiction (excluding local taxing authorities). These amounts will be used for tax reporting under the voluntary disclosure agreement;
- Avalara will submit any voluntary disclosure program applications to the taxing jurisdiction on Customer’s behalf; and
- Avalara will coordinate any additional information requests from the taxing authority.
- Customer Obligations.
- 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.
- 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.
- 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 is responsible for updating the filing calendar in Avalara Returns.
- Disclaimer. Avalara does not guarantee Customer acceptance into any Voluntary Compliance Program or abatement of penalties or interest.
- Avalara Obligations. Based on the information and materials provided by Customer, Avalara will provide the following:
- Avalara Implementation Services. Avalara provides implementation support services for Customers who have purchased certain Services (collectively, the “Implementation Services”).
Effective November 1st 2023 to November 3rd 2023
DownloadSummary of changes
Please note that these Professional Services Terms will apply to any Professional Services purchase made on or after November 1, 2023.
Table of Contents
Table of Contents
- Definitions.
- “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 the Service for calculating transaction taxes and certain fees and surcharges on the sale of goods and services, including sales, use, and value added taxes.
- “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 CertCapture Service for use in a single jurisdiction.
- “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.
- 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.
- Professional Fees. Customer will pay all fees specified in the Order Document. Payment obligations are non-cancellable, and fees paid are non-refundable. Unless otherwise stated in a Services Schedule, Avalara charges a fixed fee for the Professional Services set forth in this SOW.
- Assumptions.
- Customer represents and warrants that all information and documentation provided to Avalara is true and accurate.
- Customer is responsible for all sales and use tax decisions, any Certificate management decisions, and tax positions taken. The scope of this Service does not include local jurisdictions unless stated in the Order Document.
- The scope of this engagement does not include any specific tax research or determination of the taxability of your company’s products or services.
- 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.
- 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.
- 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.
- All work will be performed remotely during Avalara business hours. Avalara will not travel to Customer’s premises under this Service.
- Customer is responsible for the payment of any additional tax, interest and/or penalties due related to the effort in this SOW.
- Avalara will begin performing the Professional Services within 30 days of Services Effective Date.
- 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.
- 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.
- Services available under this SOW apply to implementations for the U.S. and up to five additional countries only and do not include implementations for other countries or configurations for International Transactions, Customs Transactions, or Estimated Customs Transactions, unless otherwise purchased.
- This SOW applies to sales tax only and does not include implementation of use tax functionality if not supported by the applicable connector.
- 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 for Services available under this SOW.
- The Services.
- Avalara Implementation Services. Avalara provides implementation support services for Customers who have purchased certain Services (collectively, the “Implementation Services”).
- 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:
- 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.
- 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.
- 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.
- Timing. 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. 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.
- Advanced Transaction Rules Implementation Services. For Customers who have purchased "Advanced Transaction Rules Implementation Services,"
- General. Avalara will support Customer in setting up rules in AvaTax by providing guidance and best practices related to use and configuration of the Service that allows Customer to establish rules to modify transactions before or after tax calculation ("Advanced Transaction Rules").
- Training and Support. Avalara will provide training to Customer on the the Service that allows Customer to import, assess, calculate, and accrue consumer use tax. Advanced Transaction Rules Service. Avalara will support Customer in troubleshooting issues such as the Advanced Transaction Rules Service not returning the expected result (for up to 10 rules only).
- Customer Obligations. Customer is responsible for the following: 1) Defining business requirements and logic regarding configuration of rules established in the Advanced Transaction Rules Service. 2) Adjustments to ERP, Ecommerce, or POS systems that may be required to pass the data points to provide a full solution. 3) Configuring rules in AvaTax. 4) Maintaining rules after initial implementation.
- Avalara Consumer Use Implementation Services. For Customers who have purchased "Avalara Consumer Use Implementation Services,"
- General. Avalara will assist Customer's setup and configuration of the Service that allows Customer to import, assess, calculate, and accrue consumer use tax ("Avalara Consumer Use") in Customer's Account by providing guidance and best practices for use of the Service.
- Avalara Consumer Use Training. Avalara will provide key user training on the use and maintenance (two sessions: an initial introductory session to familiarize the key business users and project team members with the functionality and an advanced session on the use and maintenance of the tax-related functionality before solution deployment).
- Tax Logic and Tax Code Mapping. If AvaTax has been implemented, Avalara will conduct a workshop with Customer's tax department to develop a tax logic matrix to define the business rules to be used for tax exemption processing and assist with the identification of appropriate Avalara AvaTax system tax codes (tax categories) for use in product-based tax exemption processing.
- AvaTax implementation is out of scope of Avalara Consumer Use Implementation Services.
- Avalara License Managed Services Implementation. Avalara will provide implementation services for Customers who have purchased Avalara License Managed Services (the “ALMS Implementation Service”).
- Customer Obligations. 1) Account Set-Up. Customer shall provide data for implementation. Customer is solely responsible for data accuracy. Upon Avalara’s request, Customer will provide the required data to Avalara in a format determined by Avalara. Customer will timely respond to Avalara’s questions regarding Customer’s data. 2) Updates. Upon completion of the ALMS Implementation Service, Customer shall notify Avalara if there are additional records to be added that are not derived from Avalara License Filing Services performed on behalf of the customer.
- Avalara Obligations. 1) Account Set-Up. During account set-up, Avalara will onboard license data records provided by Customer with a read-only account, which allows Customer to view content. After successful data migration, Avalara will provide Customer with a web portal account which allows Customer to view order status and use the messaging and reporting modules. 2) Account Configuration. Avalara will provision Avalara License Managed Services for the entities, licenses, and locations that Customer identifies. 3) Training. Avalara will provide Customer with access to the web portal and two training sessions. Avalara may provide additional webinars in its sole discretion.
- Timing. Avalara will begin work within 30 days of receipt of a Services Schedule authorizing this work. The length of time necessary to complete the project depends on the size and completeness of the portfolio.
- Avalara License Management Implementation Services. Avalara will provide implementation support services for Customers who have purchased Avalara License Management (the “ALM Implementation Service”).
- ALM Implementation Service Generally. Customer shall have overall responsibility for implementation, including testing and data accuracy.
- Customer Obligations. 1) Account Set-Up. Upon Avalara’s request, Customer will provide the required data to Avalara in a format determined by Avalara. Customer will timely respond to Avalara’s questions regarding Customer’s data. 2) Updates. Upon completion of the ALM Implementation Service, Customer is responsible for updating and maintaining the data in Avalara License Management.
- Avalara Obligations. 1) Account Set-Up. During account set-up, Avalara will provide Customer with a read-only account, which allows Customer to view content and perform research. After successful data migration, Avalara will provide Customer with a full-access account which allows Customer to edit its data, view content, and perform research. 2) Account Configuration. Avalara will provision Avalara License Management for the entities, licenses, and locations that Customer identifies. If Customer purchases a module, Avalara will provision Avalara License Management for the module purchased, such as professional, contract, real estate, vehicle, or violation management. 3) Support and Training. a) Support. For a period of up to six months following the Services Effective Date, Avalara will provide Customer with basic customer support for ALM Implementation Services. b) Training. Avalara will provide Customer with access to online training videos on the use and maintenance of Avalara License Management. Avalara may provide additional webinars in its sole discretion.
- Timing. Avalara will begin work within 30 days of receipt of a Services Schedule authorizing this work. The length of time necessary to complete the project depends largely on Customer’s internal resources.
- Avalara Property Tax Implementation Services. Avalara will provide implementation services for Customers who have purchased them along with their subscription to Avalara Property Tax Assessments for Accountants, Avalara Property Tax Bills for Accountants, Avalara Property Tax Returns for Accountants, Avalara Property Tax Documents for Accountants, Avalara Property Tax Assessments for Enterprise, Avalara Property Tax Bills for Enterprise, and Avalara Property Tax Returns for Enterprise, and Avalara Property Tax Documents for Enterprise (the “Standard APT Implementation Service”).
- Scope of Work. The Standard APT Implementation Service may include local jurisdictions, as applicable. The Standard APT Implementation Service does not cover custom implementation services, which include, but are not limited to, accounts payable integration, custom reporting requirements, system enhancements, data transformation services, or the extraction of non-standard data fields from a Document. These services must be purchased separately.
- Timing. 1) Customer shall indicate their availability to Avalara and select a mutually agreeable date upon which the Standard APT Implementation Service will begin (“Implementation Start Date”), which shall be within 30 days of the Services Effective Date, unless Customer is unable to identify a mutually agreeable date within that time frame. Once the Implementation Start Date is determined, Avalara will schedule a kick-off call in order to define a mutually agreeable schedule for required training sessions and implementation steps. 2) Avalara will initiate the Standard APT Implementation Service on the Implementation Start Date. The length of time necessary to complete the Standard APT Implementation Service is dependent upon the usage tier(s) indicated in the Customer’s Order Document and Avalara’s availability. 3) If Customer is not prepared to begin work on the Implementation Start Date, is unable to attend a training session, or complete a required portion of the Standard APT Implementation Service as per the agreed-upon schedule, the scheduled implementation dates may be delayed and additional fees may apply to the revised implementation schedule.
- Customer Obligations. 1) Account Set-Up. Customer is solely responsible for data accuracy. Upon Avalara’s request, Customer is responsible for uploading all required data for Service implementation to the Service as specified in the Property Tax Documentation and according to instructions provided by Avalara during the Standard APT Implementation Service. Customer will provide timely responses to Avalara’s questions regarding Customer’s data. 2) Updates. If some Customer Data is unavailable to be uploaded during the Standard APT Implementation Service, and Customer wants to proceed with the agreed-upon schedule using temporary placeholder data, Customer is solely responsible for updating placeholder data input in required data fields in order to complete the Standard APT Implementation Service. This includes all data fields whose content is or will be determined by the content of an Assessment, Bill, or any similar tax document received by the Customer.
- Avalara Obligations. 1) Account Configuration. Avalara will provide training for the purchased products included on Customer’s Order Document, and will provide access to the Services based exclusively on the entities, properties, and locations that Customer identifies. 2) Training. Avalara will provide training according to the agreed-upon schedule of the Standard APT Implementation Service. Avalara will also make additional training materials available in the Property Tax Documentation for the products identified on Customer’s Order Document.
- Avalara Returns Implementation Services. For Customers who have purchased Avalara Returns Implementation Services will receive the following:
- 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.
- Returns Configuration. Avalara will guide Customer on the filing calendar setup process for up to five reporting jurisdictions.
- AvaTax Implementation Services. Customers who have purchased AvaTax Implementation Services will receive the following:
- 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.
- 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.
- 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 Customer’s customer exemptions within AvaTax and assist Customer in configuration.
- 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).
- CertCapture Implementation Services. Customers who have purchased CertCapture Implementation Services will receive the following:
- CertCapture Training. Avalara will provide user training on the use and maintenance of the Service for storing and managing certificates ("CertCapture") (two sessions: an initial introductory session to familiarize Customer's key business users and project team with the functionality of the CertCapture, as applicable, and a follow-up advanced session on customer data maintenance, Certificate requests, managing Certificates, and business process flow).
- 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, as applicable, with the entities in which Customer has identified a need for exemption management.
- CertCapture Settings. Avalara will guide Customer on the configurations and Company Content within CertCapture application, as applicable.
- CertCapture Customers. Avalara will guide Customer on the import/entry of Customer’s customers in the appropriate format for Customer’s business requirements.
- Exemption Certificate Management Implementation Services. Customers who have purchased Exemption Certificate Management Implementation Services will receive the following:
- Exemption Certificate Management Training. Avalara will provide user training on the use and maintenance of Exemption Certificate Management (two sessions: an initial introductory session to familiarize Customer's key business users and project team with the functionality of the Exemption Certificate Management Service, as applicable, and a follow-up advanced session on customer data maintenance, Certificate requests, managing Certificates, and business process flow).
- Exemption Certificate Management Configurations. Exemption Certificate Management configuration will be completed by Customer’s tax team with guidance and support from Avalara, including the following: 1) Exemption Certificate Management Entities. Avalara will provision the Exemption Certificate Management Service, as applicable, with the entities in which Customer has identified a need for exemption management. 2) Exemption Certificate Management Settings. Avalara will guide Customer on the configurations and Company Content within the Exemption Certificate Management Service, as applicable. 3) Exemption Certificate Management Customers. Avalara will guide Customer on the import/entry of Customer’s customers in the appropriate format for Customer’s business requirements.
- 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:
- CertCapture Services.
- 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:
- 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.
- 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.
- Customer Obligations. Customer will provide the following: 1) User and user role mapping based on Avalara’s template; 2) Customer’s identity provider SSL certificate; and 3) Provisioning within Customer’s identity provider.
- CertCapture API Implementation. For Customers who have purchased “CertCapture API Implementation,” Avalara will support Customer in setting up access to the CertCapture API, as applicable, as follows:
- Avalara will provide guidance and best practices related to development using the CertCapture API, as applicable. CertCapture API specifications are located at http://docs.certcapture6xrest.apiary.io/.
- Customer shall develop and test the CertCapture API, as applicable, in accordance with these specifications.
- Avalara will support Customer in troubleshooting issues during Customer testing.
- Any enhancement to the CertCapture API Implementation, as applicable, is outside the scope of this SOW.
- 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.
- CertCapture for eCommerce Implementation. For Customers who have purchased “CertCapture for eCommerce Implementation,” Avalara will support Customer in setting up CertCapture for eCommerce, as applicable, in their web environment by providing guidance and best practices related to the use of the Service.
- Avalara Obligations. Avalara will support Customer in troubleshooting issues, such as CertCapture for eCommerce not returning the expected result.
- Customer Obligations. To implement CertCapture for eCommerce, Customer will do the following: 1) Define business requirements regarding the collection of exemption Certificates and determination of exemption. 2) Program CertCapture for eCommerce into Customer’s web environment. 3) Perform end-to-end systems integration testing using data passed to, and created by CertCapture for eCommerce, as applicable.
- Avalara CertCapture Validation. For Customers who have purchased “Avalara CertCapture Validation,” Avalara will provide the following:
- 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.
- Customer has the option of including the corresponding customer identification number on the certificate image or in the certificate file name to support the mapping process.
- 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.
- Avalara will make standard reports available so that Customer can review the validations that have been performed and their results.
- 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.
- Disclaimer. Customer understands and agrees that Certificate Validation Services do not guarantee the validity of Certificates.
- 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.
- 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.
- 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.
- 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.
- 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.
- CertCapture One-Time Managed Services. For Customers who have purchased the “Managed Services,” Avalara will manage new and expired Certificates on Customer’s behalf in accordance with the Order Document. Managed Services may include (i) CertCapture Validation; (ii) CertCapture Campaigns, and (iii) CertCapture Tax ID Verification.
- Customer Obligations. To purchase Managed Services, Customer must first purchase CertCapture and complete implementation. Managed Services does not include CertCapture subscription implementation services. Customer will upload Customer’s requisite customer data into Customer’s Account. Customer agrees to assist Avalara in gaining access to information, personnel, and resources necessary to complete the services and deliverables described in this SOW. Customer agrees to work collaboratively with Avalara to accomplish the purpose and scope of this SOW including providing written approval for campaigns, validation rules, and updates to software settings. Customer is aware that changes to validation rules are not retroactively applied to prior certificate validations.
- 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:
- Customer Data Formatting Services. For Customers who have purchased “Customer Data Formatting Services,” Avalara will provide assistance to correct previously uploaded or newly uploaded transactions into Customer’s AvaTax account as a precursor to a Backfiling Services project. Avalara will convert Customer’s source data files into a format usable by AvaTax.
- AvaTax Import Process.
- Prior to importing or correcting any transaction data, Avalara will work with Customer to understand Customer’s tax policy and guide Customer in applying that policy to Customer’s AvaTax account.
- 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 status applied than that of the original, native transaction. These results could impact Customer’s tax liability in the applicable tax jurisdictions.
- Some 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
- Customer Obligations. Customer must have existing and current AvaTax and Avalara Managed Returns subscriptions 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 Customer Data Formatting Services.
- AvaTax Import Process.
- Enterprise Certificate Management Services.
- Exemption Certificate Management. For Customers who have purchased “Exemption Certificate Management API Implementation,” Avalara will support Customer in setting up access to the Exemption Certificate Management as follows:
- Avalara will provide guidance and best practices related to development using the Exemption Certificate Management.
- Customer shall develop and test the Exemption Certificate Management in accordance with these specifications.
- Avalara will support Customer in troubleshooting issues during Customer testing.
- Any enhancement to the Exemption Certificate Management is outside the scope of this SOW.
- Exemption Certificate Management for eCommerce. For Customers who have purchased “Exemption Certificate Management for eCommerce,” Avalara will support Customer in setting up Exemption Certificate Management for eCommerce in their web environment by providing guidance and best practices related to the use of the Service.
- Avalara Obligations. Avalara will support Customer in troubleshooting issues, such as Exemption Certificate Management for eCommerce not returning the expected result.
- Customer Obligations. To implement Exemption Certificate Management for eCommerce, Customer will do the following: 1) Define business requirements regarding the collection of exemption Certificates and determination of exemption. 2) Program Exemption Certificate Management for eCommerce into Customer’s web environment. 3) Perform end-to-end systems integration testing using data passed to, and created by, Exemption Certificate Management for eCommerce.
- ECMS Implementation Services (formerly a TTR offering). 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 in the following ways:
- Solution Planning, Design, Testing, and Deployment. 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. 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. For 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. Avalara will participate in solution deployment activities, including data migrations and cutover planning.
- ECMS API Implementation. If requested by Customer, Avalara will support Customer in setting up access to the ECMS API as follows: (1) Avalara will provide guidance and best practices related to development using the ECMS API. Customer shall develop and test the ECMS API against the documentation provided by Avalara. Avalara will reasonably support Customer in troubleshooting issues during Customer testing.
- Avalara Flat File Transfer via SFTP/FTP. If requested by Customer, Avalara will offer automated file export/import, including use of SFTP. Customer will need to work with Avalara to send/receive files in an appropriate format.
- Configuration. ECMS configuration will be completed by Customer’s tax team with the following guidance and support from Avalara, as requested by Customer: (1) Avalara will provision ECMS with the entities for which Customer has identified a need for exemption certificate management; (2) Avalara will guide Customer on the configurations and Company Content within the ECMS application; and (3) Avalara will guide Customer on the import or entry of Customer’s customers in the appropriate format for Customer’s business requirements.
- Exemption Certificate Management. For Customers who have purchased “Exemption Certificate Management API Implementation,” Avalara will support Customer in setting up access to the Exemption Certificate Management as follows:
- License Professional Services. For Customers who have purchased License Professional Services, Avalara will provide the following, as applicable. License Professional Services may include local jurisdictions at Avalara’s discretion.
- Definitions.
- “Licenses” means business licenses or permits.
- "License Filing” means the combination of the Sales Tax Registration Service and the Service where on a one-time basis, Avalara collects Customer Data, and prepares and files the License forms needed for one line of business in one physical location, including for a Regulated Business, if applicable.
- “License Guidance” means the service where Avalara provides Customer with a report listing the initial Licenses and Registration required, including PDFs of or links to the form applications, for one line of business in one physical business location and provides information to enable Customer to complete the applications.
- "License Preparation” means the combination of the Sales Tax Registration Service and the service where on a one-time basis, Avalara collects Customer Data and prepares the License forms for Customer to file the Licenses needed for one line of business in one physical location.
- “ License Professional Services” means the Custom License Research, License Filing, License Gap Analysis, License Guidance, License Preparation, License Verification, Sales Tax De-Registration, and Sales Tax Registration service offerings to which Customer subscribes, as specified in the applicable Order Document.
- “Regulated Business” means (i) a regulated business that requires additional registration steps such as food service, healthcare, or transportation, (ii) an international entity not incorporated in a US state, or (iii) an entity needing Simplified Sales Tax (“SST”) registrations.
- "Sales Tax De-Registration” means the service where Avalara collects Customer Data and prepares and files a De-Registration for one jurisdiction.
- "Sales Tax Registration” means the service where Avalara collects Customer Data and prepares and files a Registration for one jurisdiction.
- Customer Obligations. Customer is responsible for (i) the accuracy, quality, legality, completeness, and integrity of the Customer Data provided by Customer and the means by which Customer acquired it; (ii) ensuring the information Customer provides in connection with the Services, such as billing information and purchase orders, is current, accurate, and complete; (iii) timely providing Avalara with Customer Data needed for Avalara to perform the Services, formatted using the template provided by Avalara; (iv) ensuring their License and Registration fees are paid to the applicable jurisdiction except where otherwise provided, and (v) approving or facilitating any authorizations which may be required by the applicable jurisdictions in the course of Avalara providing the License Professional Services.
- Authorization. By purchasing the Services described in this Section 5(e) (License Professional Services), Customer authorizes Avalara to prepare and file, where applicable, the Customer’s Licenses and Registrations. Customer also authorizes Avalara to interact with relevant jurisdictions and other third parties on Customer’s behalf in connection with Avalara’s provision of the Services.
- Custom License Research. Avalara will conduct research pertaining to Licenses based on Customer’s business activities, physical locations, and industry regulatory considerations.
- Data Query. Avalara will review a list of Customer’s business location addresses or service areas and compare it to Avalara’s license database to detect where a general business license is imposed in the various jurisdictions within your footprint. The query will also return a result showing whether the licenses found have fees based on gross receipts or other variables.
- License Filing. Avalara will prepare applications for Customer for the issuance of new licenses, or for remediation of licenses not in good standing.
- Services. Upon receipt of all necessary Customer Data, Avalara shall (a) subject to Section 2(b), provide one Registration; and (b) prepare and file the forms for the federal, state, county, and local Licenses needed for one line of business in one physical location. Avalara will collect License and Registration fees from Customer and remit to the applicable jurisdiction on Customer’s behalf. Avalara will provide support with the jurisdiction for the License and Registration application process.
- Customer Responsibilities. Customer is solely responsible for ensuring the Customer Data provided to Avalara is correct. Customer is solely responsible for timely and fully funding the License and Registration fees as requested by Avalara or described in the Documentation.
- Exclusions. If Customer fails to timely or fully fund the License and Registration fees: (1) Avalara has no obligation to prepare or file the Licenses and Registrations; (2) Avalara will have no liability of any kind to Customer which arise as a result of not completing any filing; and (3) Customer will not be entitled to and Avalara will not refund any fees paid by Customer for Services not completed.
- License Gap Analysis. Avalara will compare Customer Data against typical License requirements for business of a similar profile and provide Customer a report of possible gaps in Customer’s Licenses.
- License Guidance. Avalara will prepare a report of the federal, state, county, or local Licenses and Registration needed for one line of business in one physical location.
- Customer Responsibilities. Customer is solely responsible for accurately completing and submitting to the relevant jurisdiction all License and Registration forms provided by Avalara, paying fees associated with those Licenses and Registration, and communicating with the relevant jurisdiction.
- License Preparation.
- Services. Upon receipt of all necessary Customer Data, Avalara shall (a) subject to Section 5(b)(xii) (Sales Tax Registration), provide one Registration; and (b) prepare the signature-ready forms for the federal, state, county, and local Licenses needed for one line of business in one physical location.
- Customer Responsibilities. Customer is solely responsible for reviewing and filing the License applications, remitting associated license fees, and communicating with the applicable jurisdictions.
- Exclusions. License Preparation supports compliance with the license requirements for non-regulated businesses only. For Regulated Businesses, Customer may be required to complete its order through a telephone call with an Avalara sales representative or via other means separate from the online ordering process and pay an additional fee.
- License Verification. Avalara will review Customer’s Licenses and validate their currency. If Customer does not have a copy of the License, Avalara will acquire a copy of the License from the applicable jurisdiction. Avalara will provide Customer a report summarizing the status of each verified License.
- Sales Tax De-Registration. For Customers who have purchased “Sales 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.
- Avalara Obligations.
- 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 a 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.
- 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.
- Customer Obligations.
- 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.
- Customer shall file all final returns or notify Avalara to file final returns on Customer’s behalf and cancel the Service where Avalara prepares and files sales and use tax returns, and provides client payment funding, remittance, and notice management services "Avalara Returns," if applicable. Customer shall disable tax collection within AvaTax and end-date filing calendars, if applicable.
- 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.
- Customer shall notify all other relevant state and local authorities of the change.
- Disclaimer. Occasionally, tax authorities hold tax accounts open. Customer understands and agrees that Sales Tax De-Registrations do not guarantee the jurisdiction will complete the de-registration process.
- Avalara Obligations.
- Sales Tax Registration. For Customers who have purchased “Sales Tax Registration” services, upon receipt of all necessary Customer Data, Avalara shall prepare and file either one state or local sales tax registration ("Registration") and remit registration fees to the applicable jurisdiction. The fee for the Service only includes state-level Registration fees. Avalara will notify Customer if filing and registration fee remittance is not available from Avalara for a Registration (for example, for a local Registration), in which case, Avalara will provide the Registration application to Customer, and Customer shall file the Registration application and remit Registration fees directly to the applicable jurisdiction.
- Definitions.
- 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.
- 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.
- Customer Obligations.
- 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.
- Customer shall update their AvaTax account with the new information including the organization section and filing calendars, if applicable.
- Customer shall respond to additional requests from the jurisdictions after the packages have been submitted.
- Customer shall notify all other relevant state and local authorities of the change.
- Sales Tax Risk Assessment. Avalara offers sales tax risk assessment on a standard and premium basis (“Avalara Sales Tax Risk Assessment Standard” and “Avalara Sales Tax Risk Assessment Premium” respectively, and each of which is a “Sales Tax Risk Assessment”) Sales Tax Risk Assessments are offered on a one-time basis.
- The Services. For Customers who have purchased a Sales Tax Risk Assessment, 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 applicable period. Avalara may also request that Customer provides additional material about Customer’s products and services to supplement this information.
- 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 Sales Tax Risk Assessment within four weeks after receiving Customer’s completed survey and any additional required information.
- 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.
- Standard 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. Customer must be live on Avalara Returns.
- Avalara Obligations. Avalara will (a) file period tax returns upon Customer review and approval of liability, and (b) facilitate funding for the tax liability related to the prior period tax returns, if necessary. To ensure your returns are processed timely Avalara will proceed with the project by initiating the pull of funding request tax remittance under $40,000. Any variances uncovered will be the Customer’s responsibility to resolve. Amended fees will apply if Avalara is requested to correct the returns processed.
- Customer Obligations.
- Customer shall ensure transaction data is entered accurately into AvaTax. Reprocessing fees will apply if Avalara prepares a tax return more than once due to inaccurate transaction data within AvaTax.
- Customer shall approve reporting figures and providing funding for remittance amounts.
- Customer shall address any correspondence or communications from the taxing jurisdiction related to the tax returns and payments.
- 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.
- Avalara Obligations. Based on the information and materials provided by Customer, Avalara will provide the following:
- 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;
- 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 processing up to 25,000 of Customer’s historical transactions per state to calculate the correct amount of tax due (if Customer’s data exceeds 25,000 transactions per state, Customer will purchase Data Transformation Services with respect to the excess). Avalara will segregate the amounts due to each taxing jurisdiction (excluding local taxing authorities). These amounts will be used for tax reporting under the voluntary disclosure agreement;
- Avalara will submit any voluntary disclosure program applications to the taxing jurisdiction on Customer’s behalf; and
- Avalara will coordinate any additional information requests from the taxing authority.
- Customer Obligations.
- 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.
- 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.
- 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 is responsible for updating the filing calendar in Avalara Returns.
- Disclaimer. Avalara does not guarantee Customer acceptance into any Voluntary Compliance Program or abatement of penalties or interest.
- Avalara Obligations. Based on the information and materials provided by Customer, Avalara will provide the following:
- Avalara Implementation Services. Avalara provides implementation support services for Customers who have purchased certain Services (collectively, the “Implementation Services”).
Effective October 27th 2023 to November 1st 2023
DownloadTable of Contents
Effective as of April 4, 2023
Services governed by this Statement of Work:
1. Sales Tax Risk Assessment
2. Name or Address Change Services
3. Avalara License Sales Tax De-Registration
4. Standard Backfiling Services
5. Voluntary Disclosure Agreement
6. Customer Data Formatting Services
7. Avalara Implementation Services
a. Implementation Services Generally
b. Advanced Transaction Rules Implementation Services
c. AvaTax Implementation Services
d. Avalara Consumer Use Implementation Services
e. Exemption Certificate Management / CertCapture Implementation Services
f. Avalara Returns Implementation Services
8. CertCapture Single Sign-On Implementation
9. Exemption Certificate Management / CertCapture API Implementation
10. CertCapture for Retail Implementation
11. Exemption Certificate Management for eCommerce / CertCapture for eCommerce Implementation
12. Avalara CertCapture Validation
13. CertCapture Campaigns
a. CertCapture Mail (postage)
b. CertCapture Email
14. CertCapture Tax ID Verification
15. CertCapture One-Time Managed Services
16. Avalara License Management Implementation Service
17. Avalara License Professional Services
18. Avalara License Managed Services Implementation
19. ECMS Implementation Services
20. Avalara Property Tax Implementation 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 at www.avalara.com/ps-terms (“Terms”). Any capitalized terms used in this SOW and not defined have the meanings given in the Terms.
I. Definitions.
“Account” means an account enabled by Avalara for Customer to access the Services.
"Advanced Transaction Rules" means the Service that allows Customer to establish rules to modify transactions before or after tax calculation.
“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.
"Avalara Consumer Use" means the Service that allows Customer to import, assess, calculate, and accrue consumer use tax.
“Avalara Returns” means the Service where Avalara prepares and files sales and use tax returns, and provides client payment funding, remittance, and notice management services.
“AvaTax” means the Service for calculating transaction taxes and certain fees and surcharges on the sale of goods and services, including sales, use, and value added taxes.
“CertCapture” means the Service for storing and managing certificates.
“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 CertCapture Service for use in a single jurisdiction.
“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.
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. Unless otherwise stated in a Services Schedule, Avalara charges a fixed fee for the Professional Services set forth in this SOW.
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. The Services.
1. Sales Tax Risk Assessment. Avalara offers sales tax risk assessment on a standard and premium basis ("Avalara Sales Tax Risk Assessment Standard" and "Avalara Sales Tax Risk Assessment Premium" respectively). Avalara Sales Tax Risk Assessment Standard is offered on a one-time, quarterly, and annual basis (the latter are “Avalara Sales Tax Risk Assessment Standard - Quarterly Maintenance” and “Avalara Sales Tax Risk Assessment Standard - Annual Maintenance” respectively, and each of the foregoing, Avalara Sales Tax Risk Assessment Standard, and Avalara Sales Tax Risk Assessment Premium is a “Sales Tax Risk Assessment”).
a. The Services. For Customers who have purchased a Sales Tax Risk Assessment, 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 applicable period. 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 Sales Tax Risk Assessment within four weeks after receiving Customer’s completed survey and any additional required information. For Customers who have purchased Avalara Sales Tax Risk Assessment Standard - Quarterly Maintenance, Avalara will provide this service each quarter and review Customer’s business activities during the prior calendar quarter. For Customers who have purchased Avalara Sales Tax Risk Assessment Standard - Annual Maintenance, 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.
2. 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.
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.
3. Avalara License Sales Tax De-Registration. For Customers who have purchased “Avalara License Sales 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.
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 a 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 Avalara Returns, if applicable. Customer shall disable tax collection within AvaTax and end-date filing calendars, if applicable
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.
c. Disclaimer. Occasionally, tax authorities hold tax accounts open. Customer understands and agrees that Avalara License Sales Tax De-Registrations do not guarantee the jurisdiction will complete the de-registration process.
4. Standard 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. Customer must be live on Avalara Returns.
a. Avalara Obligations. Avalara will (a) file period tax returns upon Customer review and approval of liability, and (b) facilitate funding for the tax liability related to the prior period tax returns, if necessary. To ensure your returns are processed timely Avalara will proceed with the project by initiating the pull of funding request tax remittance under $40,000. Any variances uncovered will be the Customer’s responsibility to resolve. Amended fees will apply if Avalara is requested to correct the returns processed.
b. Customer Obligations.
i. Customer shall ensure transaction data is entered accurately into AvaTax. Reprocessing fees will apply if Avalara prepares a tax return more than once due to inaccurate transaction data within 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.
5. 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.
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 processing up to 25,000 of Customer’s historical transactions per state to calculate the correct amount of tax due (if Customer’s data exceeds 25,000 transactions per state, Customer will purchase Data Transformation Services with respect to the excess). Avalara will segregate the amounts due to each taxing jurisdiction (excluding local taxing authorities). These amounts will be used for tax reporting under the voluntary disclosure agreement;
iii. Avalara will submit any voluntary disclosure program applications to the taxing jurisdiction on Customer’s behalf; and
iv. Avalara will coordinate any additional information requests from the taxing authority.
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.
iii. 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 is responsible for updating the filing calendar in Avalara Returns.
c. Disclaimer. Avalara does not guarantee Customer acceptance into any Voluntary Compliance Program or abatement of penalties or interest.
6. Customer Data Formatting Services. For Customers who have purchased “Customer Data Formatting Services,” Avalara will provide assistance to correct previously uploaded or newly uploaded transactions into Customer’s AvaTax account as a precursor to a Backfiling Services project. Avalara will convert Customer’s source data files into a format usable by AvaTax.
a. AvaTax Import Process.
i. Prior to importing or correcting any transaction data, Avalara will work with Customer to understand Customer’s tax policy and guide Customer in applying that policy to Customer’s 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 status applied than that of the original, native transaction. These results could impact Customer’s tax liability in the applicable tax jurisdictions.
iii. Some 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 existing and current AvaTax and Avalara Managed Returns subscriptions 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 Customer Data Formatting Services.
7. Avalara Implementation Services. Avalara provides implementation support services for Customers who have purchased Advanced Transaction Rules, AvaTax, Avalara Consumer Use, CertCapture, or Avalara Returns (collectively, the “Implementation Services”).
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.
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. Advanced Transaction Rules Implementation Services. Customers who have purchased Advanced Transaction Rules Implementation Services will receive the following:
i. General. Avalara will support Customer in setting up rules in AvaTax by providing guidance and best practices related to use and configuration of Advanced Transaction Rules.
ii. Training and Support. Avalara will provide training to Customer on the Advanced Transaction Rules Service. Avalara will support Customer in troubleshooting issues such as the Advanced Transaction Rules Service not returning the expected result.
iii. Customer Obligations. Customer is responsible for the following:
1) Defining business requirements and logic regarding configuration of rules established in the Advanced Transaction Rules Service.
2) Adjustments to ERP, Ecommerce, or POS systems that may be required to pass the data points to provide a full solution.
3) Configuring rules in AvaTax.
4) Maintaining rules after initial implementation.
c. 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 or configuration for International Transactions, Customs Transactions, or Estimated Customs Transactions.
vi. This SOW applies to sales tax only and does not include implementation of use tax functionality.
vii. 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.
d. Avalara Consumer Use Implementation Services. Customers who have purchased Avalara Consumer Use Implementation Services will receive the following:
i. General. Avalara will assist Customer's setup and configuration of Avalara Consumer Use in Customer's Account by providing guidance and best practices for use of the Service.
ii. Avalara Consumer Use Training. Avalara will provide key user training on the use and maintenance (two sessions: an initial introductory session to familiarize the key business users and project team members with the functionality and an advanced session on the use and maintenance of the tax-related functionality before solution deployment).
iii. Tax Logic and Tax Code Mapping. If AvaTax has been implemented, Avalara will conduct a workshop with Customer's tax department to develop a tax logic matrix to define the business rules to be used for tax exemption processing and assist with the identification of appropriate Avalara AvaTax system tax codes (tax categories) for use in product-based tax exemption processing.
iv. This SOW applies to U.S. implementation only and does not include implementation for other countries or configuration for International Transactions, Customs Transactions, or Estimated Customs Transactions.
v. AvaTax implementation is out of scope of Avalara Consumer Use Implementation Services.
e. Exemption Certificate Management / CertCapture Implementation Services. Customers who have purchased Exemption Certificate Management / CertCapture Implementation Services will receive the following:
i. Exemption Certificate Management / CertCapture Training. Avalara will provide user training on the use and maintenance of Exemption Certificate Management or CertCapture (two sessions: an initial introductory session to familiarize Customer's key business users and project team with the functionality of the Exemption Certificate Management Service or CertCapture, as applicable, and a follow-up advanced session on customer data maintenance, Certificate requests, managing Certificates, and business process flow).
ii. Exemption Certificate Management / CertCapture Configurations. Exemption Certificate Management / CertCapture configuration will be completed by Customer’s tax team with guidance and support from Avalara, including the following:
1) Exemption Certificate Managment / CertCapture Entities. Avalara will provision the Exemption Certificate Management Service or CertCapture, as applicable, with the entities in which Customer has identified a need for exemption management.
2) Exemption Certificate Management / CertCapture Settings. Avalara will guide Customer on the configurations and Company Content within the Exemption Certificate Management Service or CertCapture application, as applicable.
3) Exemption Certificate Management / CertCapture Customers. Avalara will guide Customer on the import/entry of Customer’s customers in the appropriate format for Customer’s business requirements.
f. 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.
8. 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:
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;
ii. Customer’s identity provider SSL certificate; and
iii. Provisioning within Customer’s identity provider.
9. Exemption Certificate Management / CertCapture API Implementation. For Customers who have purchased "Exemption Certificate Managment API Implementation” or “CertCapture API Implementation,” Avalara will support Customer in setting up access to the Exemption Certificate Managment or CertCapture API, as applicable, as follows:
a. Avalara will provide guidance and best practices related to development using the Exemption Certificate Management or CertCapture API, as applicable. CertCapture API specifications are located at http://docs.certcapture6xrest.apiary.io/.
b. Customer shall develop and test the Exemption Certificate Management or CertCapture API, as applicable, in accordance with these specifications.
c. Avalara will support Customer in troubleshooting issues during Customer testing.
d. Any enhancement to the Exemption Certificate Management or CertCapture API Implementation, as applicable, is outside the scope of this SOW.
10. 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.
11. Exemption Certificate Management for eCommerce / CertCapture for eCommerce Implementation. For Customers who have purchased “CertCapture for eCommerce Implementation,” Avalara will support Customer in setting up Exemption Certificate Management for eCommerce or CertCapture for eCommerce, as applicable, in their web environment by providing guidance and best practices related to the use of the Service.
a. Avalara Obligations. Avalara will support Customer in troubleshooting issues, such as Exemption Certificate Management for eCommerce or CertCapture for eCommerce not returning the expected result.
b. Customer Obligations. To implement Exemption Certificate Management for eCommerce and CertCapture for eCommerce, Customer will do the following:
i. Define business requirements regarding the collection of exemption Certificates and determination of exemption.
ii. Program Exemption Certificate Management for eCommerce or CertCapture for eCommerce into Customer’s web environment.
iii. Perform end-to-end systems integration testing using data passed to, and created by, Exemption Certificate Management for eCommerce or CertCapture for eCommerce, as applicable.
12. Avalara CertCapture Validation. For Customers who have purchased “Avalara CertCapture Validation,” Avalara will provide the following:
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 has the option of including the corresponding customer identification number on the certificate image or in the certificate file name to support the mapping process.
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.
13. 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.
a. 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.
b. 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.
c. 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.
14. 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.
15. CertCapture One-Time Managed Services. For Customers who have purchased the “Managed Services,” Avalara will manage new and expired Certificates on Customer’s behalf in accordance with the Order Document. Managed Services may include (i) CertCapture Validation; (ii) CertCapture Campaigns, and (iii) CertCapture Tax ID Verification.
a. Customer Obligations. To purchase Managed Services, Customer must first purchase CertCapture and complete implementation. Managed Services does not include CertCapture subscription implementation services. Customer will upload Customer’s requisite customer data into Customer’s Account. Customer agrees to assist Avalara in gaining access to information, personnel, and resources necessary to complete the services and deliverables described in this SOW. Customer agrees to work collaboratively with Avalara to accomplish the purpose and scope of this SOW including providing written approval for campaigns, validation rules, and updates to software settings. Customer is aware that changes to validation rules are not retroactively applied to prior certificate validations.
16. Avalara License Management Implementation Services. Avalara will provide implementation support services for Customers who have purchased Avalara License Management (the “ALM Implementation Service”).
a. ALM Implementation Service Generally. Customer shall have overall responsibility for implementation, including testing and data accuracy.
i. Customer Obligations.
1. Account Set-Up. Upon Avalara’s request, Customer will provide the required data to Avalara in a format determined by Avalara. Customer will timely respond to Avalara’s questions regarding Customer’s data.
2. Updates. Upon completion of the ALM Implementation Service, Customer is responsible for updating and maintaining the data in Avalara License Management.
ii. Avalara Obligations.
1. Account Set-Up. During account set-up, Avalara will provide Customer with a read-only account, which allows Customer to view content and perform research. After successful data migration, Avalara will provide Customer with a full-access account which allows Customer to edit its data, view content, and perform research.
2. Account Configuration. Avalara will provision Avalara License Management for the entities, licenses, and locations that Customer identifies. If Customer purchases a module, Avalara will provision Avalara License Management for the module purchased, such as professional, contract, real estate, vehicle, or violation management.
3. Support and Training
a. Support. For a period of up to six months following the Services Effective Date, Avalara will provide Customer with basic customer support for ALM Implementation Services
b. Training. Avalara will provide Customer with access to online training videos on the use and maintenance of Avalara License Management. Avalara may provide additional webinars in its sole discretion.
iii. Timing.
1. Avalara will begin work within 30 days of receipt of a Services Schedule authorizing this work. The length of time necessary to complete the project depends largely on Customer’s internal resources.
17. Avalara License Professional Services. For Customers who have purchased Avalara License Professional Services, Avalara will provide the following, as applicable. Avalara License Professional Services may include local jurisdictions at Avalara’s discretion.
a. Customer Obligations.
i. Customer must promptly provide Customer Data requested by Avalara, formatted using the template provided by Avalara.
ii. Customer must approve or facilitate any authorizations which may be required by the applicable jurisdictions in the course of Avalara providing the Avalara License Professional Services.
b. Custom License Research. Avalara will conduct research pertaining to Licenses based on Customer’s business activities, physical locations, and industry regulatory considerations.
c. License Gap Analysis. Avalara will compare Customer Data against typical License requirements for business of a similar profile and provide Customer a report of possible gaps in Customer’s Licenses.
d. License Verification. Avalara will review Customer’s Licenses and validate their currency. If Customer does not have a copy of the License, Avalara will acquire a copy of the License from the applicable jurisdiction. Avalara will provide Customer a report summarizing the status of each verified License.
18. Avalara License Managed Services Implementation. Avalara will provide implementation services for Customers who have purchased Avalara License Managed Services (the “ALMS Implementation Service”).
a. Customer Obligations.
i. Account Set-Up. Customer shall provide data for implementation. Customer is solely responsible for data accuracy. Upon Avalara’s request, Customer will provide the required data to Avalara in a format determined by Avalara. Customer will timely respond to Avalara’s questions regarding Customer’s data.
ii. Updates. Upon completion of the ALMS Implementation Service, Customer shall notify Avalara if there are additional records to be added that are not derived from Avalara License Filing Services performed on behalf of the customer.
b. Avalara Obligations.
i. Account Set-Up. During account set-up, Avalara will onboard license data records provided by Customer with a read-only account, which allows Customer to view content. After successful data migration, Avalara will provide Customer with a web portal account which allows Customer to view order status and use the messaging and reporting modules.
ii. Account Configuration. Avalara will provision Avalara License Managed Services for the entities, licenses, and locations that Customer identifies.
iii. Training. Avalara will provide Customer with access to the web portal and two training sessions. Avalara may provide additional webinars in its sole discretion.
c. Timing. Avalara will begin work within 30 days of receipt of a Services Schedule authorizing this work. The length of time necessary to complete the project depends on the size and completeness of the portfolio.
19. ECMS Implementation Services (formerly a TTR offering). 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 in the following ways:
a. Solution Planning, Design, Testing, and Deployment. 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. 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. For 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. Avalara will participate in solution deployment activities, including data migrations and cutover planning.
b. ECMS API Implementation. If requested by Customer, Avalara will support Customer in setting up access to the ECMS API as follows: (1) Avalara will provide guidance and best practices related to development using the ECMS API. Customer shall develop and test the ECMS API against the documentation provided by Avalara. Avalara will reasonably support Customer in troubleshooting issues during Customer testing.
c. Avalara Flat File Transfer via SFTP/FTP. If requested by Customer, Avalara will offer automated file export/import, including use of SFTP. Customer will need to work with Avalara to send/receive files in an appropriate format.
d. Configuration. ECMS configuration will be completed by Customer’s tax team with the following guidance and support from Avalara, as requested by Customer: (1) Avalara will provision ECMS with the entities for which Customer has identified a need for exemption certificate management; (2) Avalara will guide Customer on the configurations and Company Content within the ECMS application; and (3) Avalara will guide Customer on the import or entry of Customer’s customers in the appropriate format for Customer’s business requirements.
20. Avalara Property Tax Implementation Services. Avalara will provide implementation services for Customers who have purchased them along with their subscription to Avalara Property Tax Assessments for Accountants, Avalara Property Tax Bills for Accountants, Avalara Property Tax Returns for Accountants, Avalara Property Tax Documents for Accountants, Avalara Property Tax Assessments for Enterprise, Avalara Property Tax Bills for Enterprise, and Avalara Property Tax Returns for Enterprise, and Avalara Property Tax Documents for Enterprise (the “Standard APT Implementation Service”).
a. Scope of Work. The Standard APT Implementation Service may include local jurisdictions, as applicable. The Standard APT Implementation Service does not cover custom implementation services, which include, but are not limited to, accounts payable integration, custom reporting requirements, system enhancements, data transformation services, or the extraction of non-standard data fields from a Document. These services must be purchased separately.
b. Timing.
i. Customer shall indicate their availability to Avalara and select a mutually agreeable date upon which the Standard APT Implementation Service will begin (“Implementation Start Date”), which shall be within 30 days of the Services Effective Date, unless Customer is unable to identify a mutually agreeable date within that time frame. Once the Implementation Start Date is determined, Avalara will schedule a kick-off call in order to define a mutually agreeable schedule for required training sessions and implementation steps.
ii. Avalara will initiate the Standard APT Implementation Service on the Implementation Start Date. The length of time necessary to complete the Standard APT Implementation Service is dependent upon the usage tier(s) indicated in the Customer’s Order Document and Avalara’s availability.
iii. If Customer is not prepared to begin work on the Implementation Start Date, is unable to attend a training session, or complete a required portion of the Standard APT Implementation Service as per the agreed-upon schedule, the scheduled implementation dates may be delayed and additional fees may apply to the revised implementation schedule.
c. Customer Obligations.
i. Account Set-Up.. Customer is solely responsible for data accuracy. Upon Avalara’s request, Customer is responsible for uploading all required data for Service implementation to the Service as specified in the Property Tax Documentation and according to instructions provided by Avalara during the Standard APT Implementation Service. Customer will provide timely responses to Avalara’s questions regarding Customer’s data.
ii. Updates. If some Customer Data is unavailable to be uploaded during the Standard APT Implementation Service, and Customer wants to proceed with the agreed-upon schedule, Customer is solely responsible for updating temporary placeholders input in required data fields in order to complete the Standard APT Implementation Service. This includes all data fields whose content is or will be determined by the content of an Assessment, Bill, or any similar tax document received by the Customer.
d. Avalara Obligations.
i. Account Configuration. Avalara will provide training for the purchased products included on Customer’s Order Document, and will provide access to the Services based exclusively on the entities, properties, and locations that Customer identifies.
ii. Training. Avalara will provide training according to the agreed-upon schedule of the Standard APT Implementation Service. Avalara will also make additional training materials available in the Property Tax Documentation for the products identified on Customer’s Order Document.
Acceptable Use Policy (AUP)
Effective November 1st 2023
DownloadSummary of changes
Please note that this Acceptable Use Policy will apply to your use of any Avalara service on or after November 1, 2023.
Table of Contents
Please click here for the Política de Uso Aceitável.
This Acceptable Use Policy (“AUP”) governs Customer’s access, use, or receipt of Avalara’s services and Customer's access or use of Avalara Technology (defined below).
- Definitions. Capitalized terms in this AUP have the following meanings:
- “Avalara” means Avalara, Inc. and its Affiliates.
- “Customer” means a legal entity that purchases or uses Avalara’s services (including professional services).
- “Avalara Technology” means the technology and intellectual property used in providing the products and services offered by Avalara, including computer software programs, connectors, websites, networks, and equipment. Avalara Technology does not include third-party applications.
- “Affiliate” means an entity that controls, is controlled by, or is under common control with Avalara. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
- “Malware” means programming (code, scripts, active content, and other software) that is designed to disrupt or deny operation, gather or transmit information about a user that leads to loss of privacy or exploitation, or gain unauthorized access to system resources, or that otherwise exhibits abusive behavior. Malware includes computer viruses, worms, trojan horses, spyware, adware, scareware, crimeware, rootkits, and other malicious or unwanted software or programs.
- Use of the Services. Customer shall not:
- Interfere or attempt to interfere with the functionality, integrity, or performance of Avalara’s services or Avalara Technology;
- Upload material to Avalara’s services or the Avalara Technology, or use Avalara’s services to store or transmit material, in violation of a third party’s rights;
- Upload Malware to the Avalara Technology or use Avalara’s services to store, transmit, or distribute any Malware;
- Interfere or attempt to interfere with any third-party data stored within or processed by Avalara’s services or Avalara Technology or attempt to gain unauthorized access to Avalara’s services or Avalara Technology;
- Attempt to probe, scan, penetrate, or test the vulnerability of the Avalara Technology or circumvent, avoid, or breach Avalara’s security or authentication measures, whether by passive or intrusive techniques or by social engineering, without Avalara’s prior written consent.
- Shared Resources. Customer may not use Avalara’s services or Avalara Technology in a way that unnecessarily interferes with normal operation, or that consumes a disproportionate share of Avalara’s resources. For example, Avalara may require Customer to repair a coding abnormality in its integration code if such abnormality causes unnecessary conflicts with other customers’ use of Avalara Technology or Avalara’s services. Customer agrees that Avalara may quarantine or delete any data stored on Avalara’s services or Avalara Technology if the data is (i) infected with any Malware or is corrupted, or (ii) has the potential to infect or corrupt (x) Avalara Technology or Avalara’s services or (y) third-party data that is stored or accessed via Avalara Technology or Avalara’s services. Customer shall comply with any written security or network access requirements that Avalara provides to Customer in connection with its use of the services.
- Other Networks. Customer must comply with the rules of any other system or network it accesses when using Avalara’s services.
- Abuse. Customer shall not use Avalara’s services or Avalara Technology to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including:
- Unauthorized monitoring, access to, or use of data, systems, or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network;
- Interference with service to any user of the Avalara Technology or Avalara’s services through a denial of service attack;
- Use of an internet account or computer without the owner’s authorization;
- Collecting or using email addresses, screen names, or other identifiers without the consent of the person identified (including phishing, internet scamming, password robbery, spidering, and harvesting);
- Collecting or using information without the consent of the owner of the information;
- Use of any false, misleading, or deceptive TCP/IP packet header information in an email or a newsgroup posting;
- Engaging in any conduct that is likely to result in retaliation against Avalara Technology or Avalara’s or Avalara’s Affiliates’ employees, officers, directors, or agents, including engaging in behavior that results in any Avalara service or service provider being the target of a denial of service attack.
- Offensive Content. Customer shall not publish, transmit, or store, on or via the Avalara Technology, Avalara’s services, or any service provider’s technology or system, any content or links to any content that Avalara reasonably believes:
- Is obscene;
- Contains harassing content or hate speech, or is violent, incites violence, or threatens violence;
- Is unfair or deceptive under the consumer protection laws of any jurisdiction;
- Is defamatory or violates a person’s privacy;
- Creates a risk to a person’s safety or health, creates a risk to public safety or health, is contrary to applicable law, or interferes with an investigation by law enforcement;
- Improperly exposes trade secrets or other confidential or proprietary information of another person or entity;
- Is intended to assist others in defeating technical copyright protections;
- Infringes on another person’s or entity’s copyright, trade or service mark, patent, or other property right;
- Is illegal or solicits conduct that is illegal under laws applicable to Customer or to Avalara or its Affiliates; or
- Is otherwise malicious, fraudulent, or may result in retaliation against Avalara or its Affiliates by offended viewers or recipients.
- Service Suspension or Termination. If Customer violates this AUP, Avalara may suspend or terminate Customer’s access to and use of Avalara’s services. Customer is not entitled to any credit or other compensation for any interruption or termination of service resulting from Customer’s AUP violation.
Effective October 25th 2023 to November 1st 2023
DownloadSummary of changes
Please note that this updated Acceptable Use Policy will apply to your use of any Avalara service on or after January 1, 2021.
Table of Contents
Last Updated January 1, 2021.
This Acceptable Use Policy (“AUP”) governs Customer’s access, use, or receipt of Avalara’s services and Customer's access or use of Avalara Technology (defined below).
- Definitions. Capitalized terms in this AUP have the following meanings:
- “Avalara” means Avalara, Inc. and its Affiliates.
- “Customer” means a legal entity that purchases or uses Avalara’s services (including professional services).
- “Avalara Technology” means the technology and intellectual property used in providing the products and services offered by Avalara, including computer software programs, connectors, websites, networks, and equipment. Avalara Technology does not include third-party applications.
- “Affiliate” means an entity that controls, is controlled by, or is under common control with Avalara. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
- “Malware” means programming (code, scripts, active content, and other software) that is designed to disrupt or deny operation, gather or transmit information about a user that leads to loss of privacy or exploitation, or gain unauthorized access to system resources, or that otherwise exhibits abusive behavior. Malware includes computer viruses, worms, trojan horses, spyware, adware, scareware, crimeware, rootkits, and other malicious or unwanted software or programs.
- Use of the Services. Customer shall not:
- Interfere or attempt to interfere with the functionality, integrity, or performance of Avalara’s services or Avalara Technology;
- Upload material to Avalara’s services or the Avalara Technology, or use Avalara’s services to store or transmit material, in violation of a third party’s rights;
- Upload Malware to the Avalara Technology or use Avalara’s services to store, transmit, or distribute any Malware;
- Interfere or attempt to interfere with any third-party data stored within or processed by Avalara’s services or Avalara Technology or attempt to gain unauthorized access to Avalara’s services or Avalara Technology;
- Attempt to probe, scan, penetrate, or test the vulnerability of the Avalara Technology or circumvent, avoid, or breach Avalara’s security or authentication measures, whether by passive or intrusive techniques or by social engineering, without Avalara’s prior written consent.
- Shared Resources. Customer may not use Avalara’s services or Avalara Technology in a way that unnecessarily interferes with normal operation, or that consumes a disproportionate share of Avalara’s resources. For example, Avalara may require Customer to repair a coding abnormality in its integration code if such abnormality causes unnecessary conflicts with other customers’ use of Avalara Technology or Avalara’s services. Customer agrees that Avalara may quarantine or delete any data stored on Avalara’s services or Avalara Technology if the data is (i) infected with any Malware or is corrupted, or (ii) has the potential to infect or corrupt (x) Avalara Technology or Avalara’s services or (y) third-party data that is stored or accessed via Avalara Technology or Avalara’s services. Customer shall comply with any written security or network access requirements that Avalara provides to Customer in connection with its use of the services.
- Other Networks. Customer must comply with the rules of any other system or network it accesses when using Avalara’s services.
- Abuse. Customer shall not use Avalara’s services or Avalara Technology to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including:
- Unauthorized monitoring, access to, or use of data, systems, or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network;
- Interference with service to any user of the Avalara Technology or Avalara’s services through a denial of service attack;
- Use of an internet account or computer without the owner’s authorization;
- Collecting or using email addresses, screen names, or other identifiers without the consent of the person identified (including phishing, internet scamming, password robbery, spidering, and harvesting);
- Collecting or using information without the consent of the owner of the information;
- Use of any false, misleading, or deceptive TCP/IP packet header information in an email or a newsgroup posting;
- Engaging in any conduct that is likely to result in retaliation against Avalara Technology or Avalara’s or Avalara’s Affiliates’ employees, officers, directors, or agents, including engaging in behavior that results in any Avalara service or service provider being the target of a denial of service attack.
- Offensive Content. Customer shall not publish, transmit, or store, on or via the Avalara Technology, Avalara’s services, or any service provider’s technology or system, any content or links to any content that Avalara reasonably believes:
- Is obscene;
- Contains harassing content or hate speech, or is violent, incites violence, or threatens violence;
- Is unfair or deceptive under the consumer protection laws of any jurisdiction;
- Is defamatory or violates a person’s privacy;
- Creates a risk to a person’s safety or health, creates a risk to public safety or health, is contrary to applicable law, or interferes with an investigation by law enforcement;
- Improperly exposes trade secrets or other confidential or proprietary information of another person or entity;
- Is intended to assist others in defeating technical copyright protections;
- Infringes on another person’s or entity’s copyright, trade or service mark, patent, or other property right;
- Is illegal or solicits conduct that is illegal under laws applicable to Customer or to Avalara or its Affiliates; or
- Is otherwise malicious, fraudulent, or may result in retaliation against Avalara or its Affiliates by offended viewers or recipients.
- Service Suspension or Termination. If Customer violates this AUP, Avalara may suspend or terminate Customer’s access to and use of Avalara’s services. Customer is not entitled to any credit or other compensation for any interruption or termination of service resulting from Customer’s AUP violation.
Affiliates
Effective November 1st 2023
DownloadTable of Contents
Avalara Affiliates perform certain Avalara Services. When an Affiliate of Avalara provides the Services, all applicable references to “Avalara” in the Agreement relating to provision of the Services are deemed to reference such Affiliate, and such Affiliate is deemed to be the contracting entity for the purpose of those Services.
| Avalara Service | Avalara Contracting Entity |
| Avalara e-Invoicing, Avalara Live Reporting and Avalara Electronic Data Interchange | Avalara Europe Ltd. |
| AvaTax for Insurance | Avalara Europe Ltd. |
| Managed Returns for Insurance | Avalara Europe Ltd. |
| Managed VAT Reporting (formerly known as Managed Returns Service) | Avalara Europe Ltd. |
| Professional Services | Avalara Europe Ltd. if identified on the Services Schedule |
| VAT Reporting | Avalara Europe Ltd. |
Avalara Europe Ltd.’s registered office address is Lanchester House, 1st Floor, Trafalgar Place, Brighton, BN1 4FU, England, United Kingdom.
Effective October 26th 2023 to November 1st 2023
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Avalara Affiliates perform certain Avalara Services. When an Affiliate of Avalara provides the Services, all applicable references to “Avalara” in the Agreement relating to provision of the Services are deemed to reference such Affiliate, and such Affiliate is deemed to be the contracting entity for the purpose of those Services.
| Avalara Service | Avalara Contracting Entity |
| Avalara e-Invoicing, Avalara Live Reporting and Avalara Electronic Data Interchange | Avalara Europe Ltd. |
| AvaTax for Insurance | Avalara Europe Ltd. |
| Managed Returns for Insurance | Avalara Europe Ltd. |
| Managed VAT Reporting (formerly known as Managed Returns Service) | Avalara Europe Ltd. |
| Professional Services | Avalara Europe Ltd. if identified on the Services Schedule |
| VAT Reporting | Avalara Europe Ltd. |
Avalara Europe Ltd.’s registered office address is Lanchester House, 1st Floor, Trafalgar Place, Brighton, BN1 4FU, England, United Kingdom.
Brazil Terms
Effective November 2nd 2023
DownloadTable of Contents
Terms and conditions for Avalara's Brazil products are available at https://legal.avalara.com/br-termos.
Effective October 25th 2023 to November 2nd 2023
DownloadTable of Contents
Terms and conditions for Avalara's Brazil products are available at https://www.avalara.com/br-termos.
Data Privacy
Effective March 15th 2024
DownloadTable of Contents
Avalara's Data Privacy Legal Center, including Data Privacy Agreements, can be found at legal.avalara.com/dpa.
Effective March 14th 2024 to March 15th 2024
DownloadTable of Contents
Avalara's Data Privacy Legal Center and applicable Data Privacy Agreements can be found at legal.avalara.com/dpa.
Effective March 14th 2024 to March 14th 2024
DownloadTable of Contents
Avalara's Data Privacy Legal Center and applicable Data Privacy Agreements can be found at legal.avalara.com/dpa.
Site Terms of Use
Effective April 7th 2021
DownloadTable of Contents
Welcome to Avalara’s website. Avalara provides this website and the related websites, including all Content (as defined in Section 5) and services (the “Sites”), as a service to our users. Your use of the Sites is subject to the following terms and conditions (the “Site Terms”).
Please read these Site Terms carefully. These Site Terms are a legal agreement between Avalara, Inc. and its affiliates (collectively, “Avalara”) and you, and the Site Terms govern your use of the Sites. By accessing or using the Sites, you agree to be bound by these Site Terms and all additional terms incorporated by reference in these Site Terms. If you do not agree to all of these terms, you must not access or use the Sites.
We periodically update these Site Terms, so you must regularly review them. We will post the effective date of any updates at the beginning of these Site Terms. By continuing to use the Sites or Site Services after an update, you agree to the terms of the update.
- Service Terms. Avalara offers some additional software and services on the Sites under specific terms and conditions (for example, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms). Those terms and conditions are referred to in these Site Terms as the “Service Terms,” and your use of such software and services is governed by the applicable Service Terms. If there is any conflict between these Site Terms and the applicable Service Terms relating to the use of those software or services, the Service Terms will govern. If no Service Terms apply to the software or services, then these Site Terms, in particular Section 2 below, and the applicable order document govern your use of the software or services.
- Site Services. Some of the Sites offer paid services for which there are no Service Terms. Such services are the “Site Services” and these Site Terms govern our offering and your use of the Site Services. By purchasing access to the Site Services, you agree to (a) pay the applicable service fees for the Site Services and (b) use the Site Services in compliance with any documentation we provide to you that is applicable to the Site Services. Avalara may terminate your use of the Site Services at any time, for any or no reason, and without prior notice. If Avalara terminates your access to the Site Services for any reason other than your breach of these Site Terms, then as your sole remedy for such termination, Avalara will refund a pro rata amount of any unused, prepaid fees.
- No Professional Tax Opinion or Legal Advice. You acknowledge and agree that Avalara does not provide legal advice, including legal or professional tax opinions or management advice. Although Avalara strives to ensure that data and information contained in the Site Services are current, Avalara is dependent on third parties, such as state and local governmental agencies, to timely update and provide information that affect such data and information. AS SUCH, YOU AGREE THAT YOU USE AND RELY UPON THE CONTENT AND SITE SERVICES AT YOUR OWN RISK AND YOU ACKNOWLEDGE THAT AVALARA CANNOT GUARANTEE THAT ANY DATA AND INFORMATION CONTAINED IN THE SITE SERVICES IS ACCURATE OR CURRENT. In addition, due to rapidly changing tax rates and regulations that require interpretation by your qualified tax professionals, you bear full responsibility to determine the applicability of the output generated by the Site Services and to confirm its accuracy. You are responsible for your own tax policies and tax reporting positions, and for conducting your own due diligence. You are encouraged to conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice.
- Rights. You are granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Sites solely in accordance with these Site Terms. As a condition of your use, you warrant to Avalara that you will not use the Sites for any unlawful or prohibited purpose. You shall not use the Sites in a way that could damage, disable, overburden, or otherwise impair them or interfere with any other party’s use. You shall not obtain or try to obtain any materials or information that we have not intentionally made available to you. We do not grant you license, express or implied, to any Avalara intellectual property except as specifically authorized by these Site Terms. Avalara reserves the right, in our sole discretion and without notice, to (a) revise the Content available on the Sites; (b) impose rules for and limits on use of, or access to, the Sites; (c) revoke your access to part, or all, of the Sites; or (d) change, suspend, or discontinue any aspect of the Sites. We will not be liable to you or to any third party for taking any of the actions listed in (a)-(d) above.
- Content. All material on the Sites, including information, data, software, photographs, graphs, videos, text, graphics, music, sounds, compilations, and any other content (collectively, the “Content”) is the property of Avalara or our third-party content suppliers and is protected by United States and international copyright laws. You shall use the Content solely for the uses specifically authorized on the Sites and you will make no other use of it without Avalara’s express written permission. Except as specifically authorized, you shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit the Content. The Content is not for resale. You shall not delete or alter any proprietary rights or attribution notices in the Content. Avalara does not claim copyright for information provided by governmental agencies, but to the extent a compilation of that information was created by Avalara, Avalara owns the rights to that specific compilation.
- Trademarks. The names, logos, graphics, brands, and icons on the Sites (other than those belonging to third parties) are Avalara’s trademarks or trade dress in the United States and other countries. Our trademarks and trade dress shall only be used in connection with our software and services. Avalara grants you a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to use our trademarks and trade dress solely in strict accordance with these Site Terms. You shall not use our trademarks or trade dress in connection with any products or services that are not Avalara’s in a way that is likely to cause confusion among consumers or that disparages or discredits Avalara. All third-party trademarks on the Sites are the property of their respective owners, who may or may not be affiliated with Avalara.
- Privacy. Avalara’s Privacy Policy is available at https://www.avalara.com/privacy-policy. You agree to be bound by the terms of the Privacy Policy and any changes to it and agree that Avalara may use and maintain your data in accordance with the Privacy Policy, except as otherwise provided in these Site Terms.
- Communications. When you visit the Sites or send electronic messages to us, you are communicating with us electronically. When Avalara sends you communications about the Sites or third-party products or services, we will do so in accordance with the Privacy Policy. By registering for an account, sending us an electronic message, or otherwise communicating with us, you have agreed to communicate with us electronically, which may include receiving emails from Avalara or its partners. You may withdraw your consent at any time by sending us an opt-out or unsubscribe notice, clicking on the “unsubscribe” link in an email, or otherwise manage your communications preferences here.
- Account Password and Security. If any part of the Sites requires you to open an account, you must complete the registration process by providing current, complete, and accurate information as prompted by the applicable registration form. You also may be asked to choose a password and a username. You are solely responsible for maintaining the confidentiality of your password, username, and other account information. Furthermore, you are solely responsible for all activities that occur under your account and will be held liable for losses or damages incurred by Avalara or another party due to someone else using your account or password. You agree to notify Avalara immediately of any unauthorized use of your account or any other breach of security. Avalara will not be liable for any loss or damages that you may incur as a result of someone else using your password or account. You shall not use anyone else’s account at any time without the permission of the account holder.
- No Unlawful or Prohibited Use. You shall not use the Sites for any purpose that is unlawful or prohibited by these Site Terms. You shall not use the Sites in a manner that could damage, disable, overburden, or impair any Avalara server, or the networks connected to any Avalara server, or interfere with any other party’s use and enjoyment of any of the Sites. You shall not attempt to gain unauthorized access to the Sites, other accounts, computer systems, or networks connected to Avalara’s systems through hacking, password mining, or any other means. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Sites. You shall not use the Sites to, nor permit any third party to: (a) promote your offerings or services (commercial or otherwise); (b) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others or publish, post, upload, or distribute any information that would result in the same; (c) download, upload, or otherwise make available materials, software, or information that is not legally yours and without permission of the intellectual property rights owner; or (d) impersonate someone else, falsely represent your identity or qualification, or breach another’s privacy.
Avalara has no obligation to monitor the Sites. However, you acknowledge and agree that Avalara has the right to monitor the Sites and to collect and/or disclose any information as necessary or appropriate to (i) satisfy any law, regulation, or other governmental request, (ii) to operate the Sites properly, (iii) to optimize the Sites and/or Avalara’s business operations, or (iv) to protect Avalara, its users, or its customers. - Communication Forums. The Sites may contain e-mail services, community forums, or other social features to exchange information with other users of the Sites (collectively, “Communication Forums”). If you use the Communication Forums, you must act respectfully in your interactions with others, and you shall not use the Communication Forums for any prohibited activities. Do not disclose any content or information that you do not wish to make public. Please note that certain Communication Forums may be operated by third-party service providers, and the specific terms and conditions of those third-party service providers may govern your use of the Communication Forums. You must be at least 18 years of age or the age of majority in your jurisdiction (whichever is greater) to participate in the Communication Forums. Your participation in the Communication Forums is at Avalara’s sole discretion and may be terminated at any time without notice.
- Notice and Takedown. If you believe that your copyrightable material has been infringed by a third party using the Sites, please send a notice to Avalara’s copyright agent, including the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed upon; (3) a description of where the material that you claim is infringing is located on the Sites; (4) your address, telephone number, and e-mail address; (5) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Avalara’s Copyright Agent for notice of claims of copyright infringement on its Sites can be reached as follows:
Avalara, Inc.
Attn: Legal Department
255 S. King St. Ste. 1800, Seattle, WA 98104
legal@avalara.com
(877) 759-6520
In appropriate circumstances, Avalara will disable or terminate the accounts of users who are copyright infringers. - Sales Tax Risk Assessment (formerly known as Nexus Studies). Avalara shall use transaction data input into a sales tax risk assessment (“Sales Tax Data”) solely (a) to produce your results, (b) for Avalara’s internal business purposes in order to maintain, evaluate, develop, and improve Avalara's services, and (c) to create aggregated, anonymized data. Avalara owns all right, title, and interest in and to aggregated, anonymized data. Avalara shall hold Sales Tax Data in strict confidence and shall not disclose it to third parties except to the extent reasonably necessary provided that the third party is bound by a legally binding obligation of confidentiality and restricted use at least as protective as this section. Avalara shall protect Sales Tax Data from unauthorized access and disclosure using a reasonable standard of care. Notwithstanding the foregoing, if applicable law or a judicial or administrative order requires Avalara to disclose any of the Sales Tax Data then, if legally permitted, Avalara shall promptly notify you in writing prior to making any such disclosure to facilitate your efforts to protect the Sales Tax Data. You retain all ownership rights in Sales Tax Data, including any Intellectual Property rights therein. Nothing in the Site Terms transfers or conveys to Avalara any ownership interest in or to the Sales Tax Data. You shall ensure that you have all necessary rights and permissions required by applicable law to use and permit the use of Sales Tax Data in accordance with the Site Terms.
- User Generated Content.
- User Content. By sharing, submitting or uploading any of your data, feedback, suggestion, comments, or ideas (“User Content”) in any way, you grant Avalara a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, prepare derivative works of, display, and perform your User Content in any legal manner for our sole benefit, including in future modifications of the Sites, other products or services, and in advertising and marketing materials. You acknowledge and agree that you are solely responsible for all the User Content that you make available through Avalara. Accordingly, you represent and warrant that: (a) you have all rights, licenses, consents, and releases necessary to grant Avalara the required rights to disseminate any User Content, (b) neither your User Content nor your posting, uploading, publication, submission, or transmittal of this User Content or Avalara’s use of your User Content will infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- Indemnification for User Content. You shall indemnify and defend Avalara and its Affiliates and their respective directors, officers, and employees against any liability, loss, settlement payment, interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges incurred as a result of a third-party claim or action that (i) the User Content you submitted infringes the rights of a third party; (ii) results from your breach of its obligations under the Site Terms; or (iii) results from your violation of applicable laws. You shall not make any admission on Avalara’s behalf or settle any claim unless the settlement unconditionally releases the Avalara of all liability. Avalara will reasonably assist you in all necessary respects in connection with the defense of the claim, at your expense. Avalara may participate in the defense of the claim at its sole cost and expense.
- Disclaimer of Warranties and Limitation of Liability. THE SITES ARE MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, AVALARA DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. AVALARA SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT ANY GOVERNMENTAL INFORMATION (INCLUDING INFORMATION REGARDING TAX RATES OR THE APPLICABILITY OF CERTAIN TAXES) ARE ACCURATE, CURRENT, OR APPLICABLE TO YOU OR YOUR BUSINESS. AVALARA’S TOTAL LIABILITY ARISING OUT OF THE SITES, WHETHER ON BREACH OF CONTRACT, BREACH OF WARRANTY, CLAIM OF NEGLIGENCE, OR OTHERWISE, SHALL NOT IN ANY CASE EXCEED THE COST PAID BY YOU TO ACCESS THE SITES OR $50, WHICHEVER IS LESS, AND AVALARA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.
- Links to Third-Party Sites. Certain links on the Sites may take you to third-party websites. Avalara provides these links only as a convenience to you and the use by Avalara of such links does not imply any warrant or endorsement of the third party, its products, services, or its site.
- Applicable Law, Jurisdiction, Venue. The laws of the State of Washington will govern these Site Terms and your use of the Sites, without regard to any conflict of laws provisions that would result in the application of the laws of any other forum. In the event of any dispute relating to or arising out of the Sites or these Site Terms, both you and Avalara agree to personal jurisdiction in, and exclusive venue of, the state and federal courts located in King County, Washington.
Effective October 27th 2023 to November 1st 2023
DownloadTable of Contents
Last Updated April 7, 2021
Welcome to Avalara’s website. Avalara provides this website and the related websites, including all Content (as defined in Section 5) and services (the “Sites”), as a service to our users. Your use of the Sites is subject to the following terms and conditions (the “Site Terms”).
Please read these Site Terms carefully. These Site Terms are a legal agreement between Avalara, Inc. and its affiliates (collectively, “Avalara”) and you, and the Site Terms govern your use of the Sites. By accessing or using the Sites, you agree to be bound by these Site Terms and all additional terms incorporated by reference in these Site Terms. If you do not agree to all of these terms, you must not access or use the Sites.
We periodically update these Site Terms, so you must regularly review them. We will post the effective date of any updates at the beginning of these Site Terms. By continuing to use the Sites or Site Services after an update, you agree to the terms of the update.
- Service Terms. Avalara offers some additional software and services on the Sites under specific terms and conditions (for example, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms). Those terms and conditions are referred to in these Site Terms as the “Service Terms,” and your use of such software and services is governed by the applicable Service Terms. If there is any conflict between these Site Terms and the applicable Service Terms relating to the use of those software or services, the Service Terms will govern. If no Service Terms apply to the software or services, then these Site Terms, in particular Section 2 below, and the applicable order document govern your use of the software or services.
- Site Services. Some of the Sites offer paid services for which there are no Service Terms. Such services are the “Site Services” and these Site Terms govern our offering and your use of the Site Services. By purchasing access to the Site Services, you agree to (a) pay the applicable service fees for the Site Services and (b) use the Site Services in compliance with any documentation we provide to you that is applicable to the Site Services. Avalara may terminate your use of the Site Services at any time, for any or no reason, and without prior notice. If Avalara terminates your access to the Site Services for any reason other than your breach of these Site Terms, then as your sole remedy for such termination, Avalara will refund a pro rata amount of any unused, prepaid fees.
- No Professional Tax Opinion or Legal Advice. You acknowledge and agree that Avalara does not provide legal advice, including legal or professional tax opinions or management advice. Although Avalara strives to ensure that data and information contained in the Site Services are current, Avalara is dependent on third parties, such as state and local governmental agencies, to timely update and provide information that affect such data and information. AS SUCH, YOU AGREE THAT YOU USE AND RELY UPON THE CONTENT AND SITE SERVICES AT YOUR OWN RISK AND YOU ACKNOWLEDGE THAT AVALARA CANNOT GUARANTEE THAT ANY DATA AND INFORMATION CONTAINED IN THE SITE SERVICES IS ACCURATE OR CURRENT. In addition, due to rapidly changing tax rates and regulations that require interpretation by your qualified tax professionals, you bear full responsibility to determine the applicability of the output generated by the Site Services and to confirm its accuracy. You are responsible for your own tax policies and tax reporting positions, and for conducting your own due diligence. You are encouraged to conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice.
- Rights. You are granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Sites solely in accordance with these Site Terms. As a condition of your use, you warrant to Avalara that you will not use the Sites for any unlawful or prohibited purpose. You shall not use the Sites in a way that could damage, disable, overburden, or otherwise impair them or interfere with any other party’s use. You shall not obtain or try to obtain any materials or information that we have not intentionally made available to you. We do not grant you license, express or implied, to any Avalara intellectual property except as specifically authorized by these Site Terms. Avalara reserves the right, in our sole discretion and without notice, to (a) revise the Content available on the Sites; (b) impose rules for and limits on use of, or access to, the Sites; (c) revoke your access to part, or all, of the Sites; or (d) change, suspend, or discontinue any aspect of the Sites. We will not be liable to you or to any third party for taking any of the actions listed in (a)-(d) above.
- Content. All material on the Sites, including information, data, software, photographs, graphs, videos, text, graphics, music, sounds, compilations, and any other content (collectively, the “Content”) is the property of Avalara or our third-party content suppliers and is protected by United States and international copyright laws. You shall use the Content solely for the uses specifically authorized on the Sites and you will make no other use of it without Avalara’s express written permission. Except as specifically authorized, you shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit the Content. The Content is not for resale. You shall not delete or alter any proprietary rights or attribution notices in the Content. Avalara does not claim copyright for information provided by governmental agencies, but to the extent a compilation of that information was created by Avalara, Avalara owns the rights to that specific compilation.
- Trademarks. The names, logos, graphics, brands, and icons on the Sites (other than those belonging to third parties) are Avalara’s trademarks or trade dress in the United States and other countries. Our trademarks and trade dress shall only be used in connection with our software and services. Avalara grants you a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to use our trademarks and trade dress solely in strict accordance with these Site Terms. You shall not use our trademarks or trade dress in connection with any products or services that are not Avalara’s in a way that is likely to cause confusion among consumers or that disparages or discredits Avalara. All third-party trademarks on the Sites are the property of their respective owners, who may or may not be affiliated with Avalara.
- Privacy. Avalara’s Privacy Policy is available at https://www.avalara.com/privacy-policy. You agree to be bound by the terms of the Privacy Policy and any changes to it and agree that Avalara may use and maintain your data in accordance with the Privacy Policy, except as otherwise provided in these Site Terms.
- Communications. When you visit the Sites or send electronic messages to us, you are communicating with us electronically. When Avalara sends you communications about the Sites or third-party products or services, we will do so in accordance with the Privacy Policy. By registering for an account, sending us an electronic message, or otherwise communicating with us, you have agreed to communicate with us electronically, which may include receiving emails from Avalara or its partners. You may withdraw your consent at any time by sending us an opt-out or unsubscribe notice, clicking on the “unsubscribe” link in an email, or otherwise manage your communications preferences here.
- Account Password and Security. If any part of the Sites requires you to open an account, you must complete the registration process by providing current, complete, and accurate information as prompted by the applicable registration form. You also may be asked to choose a password and a username. You are solely responsible for maintaining the confidentiality of your password, username, and other account information. Furthermore, you are solely responsible for all activities that occur under your account and will be held liable for losses or damages incurred by Avalara or another party due to someone else using your account or password. You agree to notify Avalara immediately of any unauthorized use of your account or any other breach of security. Avalara will not be liable for any loss or damages that you may incur as a result of someone else using your password or account. You shall not use anyone else’s account at any time without the permission of the account holder.
- No Unlawful or Prohibited Use. You shall not use the Sites for any purpose that is unlawful or prohibited by these Site Terms. You shall not use the Sites in a manner that could damage, disable, overburden, or impair any Avalara server, or the networks connected to any Avalara server, or interfere with any other party’s use and enjoyment of any of the Sites. You shall not attempt to gain unauthorized access to the Sites, other accounts, computer systems, or networks connected to Avalara’s systems through hacking, password mining, or any other means. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Sites. You shall not use the Sites to, nor permit any third party to: (a) promote your offerings or services (commercial or otherwise); (b) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others or publish, post, upload, or distribute any information that would result in the same; (c) download, upload, or otherwise make available materials, software, or information that is not legally yours and without permission of the intellectual property rights owner; or (d) impersonate someone else, falsely represent your identity or qualification, or breach another’s privacy.
Avalara has no obligation to monitor the Sites. However, you acknowledge and agree that Avalara has the right to monitor the Sites and to collect and/or disclose any information as necessary or appropriate to (i) satisfy any law, regulation, or other governmental request, (ii) to operate the Sites properly, (iii) to optimize the Sites and/or Avalara’s business operations, or (iv) to protect Avalara, its users, or its customers. - Communication Forums. The Sites may contain e-mail services, community forums, or other social features to exchange information with other users of the Sites (collectively, “Communication Forums”). If you use the Communication Forums, you must act respectfully in your interactions with others, and you shall not use the Communication Forums for any prohibited activities. Do not disclose any content or information that you do not wish to make public. Please note that certain Communication Forums may be operated by third-party service providers, and the specific terms and conditions of those third-party service providers may govern your use of the Communication Forums. You must be at least 18 years of age or the age of majority in your jurisdiction (whichever is greater) to participate in the Communication Forums. Your participation in the Communication Forums is at Avalara’s sole discretion and may be terminated at any time without notice.
- Notice and Takedown. If you believe that your copyrightable material has been infringed by a third party using the Sites, please send a notice to Avalara’s copyright agent, including the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed upon; (3) a description of where the material that you claim is infringing is located on the Sites; (4) your address, telephone number, and e-mail address; (5) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Avalara’s Copyright Agent for notice of claims of copyright infringement on its Sites can be reached as follows:
Avalara, Inc.
Attn: Legal Department
255 S. King St. Ste. 1800, Seattle, WA 98104
legal@avalara.com
(877) 759-6520
In appropriate circumstances, Avalara will disable or terminate the accounts of users who are copyright infringers. - Sales Tax Risk Assessment (formerly known as Nexus Studies). Avalara shall use transaction data input into a sales tax risk assessment (“Sales Tax Data”) solely (a) to produce your results, (b) for Avalara’s internal business purposes in order to maintain, evaluate, develop, and improve Avalara's services, and (c) to create aggregated, anonymized data. Avalara owns all right, title, and interest in and to aggregated, anonymized data. Avalara shall hold Sales Tax Data in strict confidence and shall not disclose it to third parties except to the extent reasonably necessary provided that the third party is bound by a legally binding obligation of confidentiality and restricted use at least as protective as this section. Avalara shall protect Sales Tax Data from unauthorized access and disclosure using a reasonable standard of care. Notwithstanding the foregoing, if applicable law or a judicial or administrative order requires Avalara to disclose any of the Sales Tax Data then, if legally permitted, Avalara shall promptly notify you in writing prior to making any such disclosure to facilitate your efforts to protect the Sales Tax Data. You retain all ownership rights in Sales Tax Data, including any Intellectual Property rights therein. Nothing in the Site Terms transfers or conveys to Avalara any ownership interest in or to the Sales Tax Data. You shall ensure that you have all necessary rights and permissions required by applicable law to use and permit the use of Sales Tax Data in accordance with the Site Terms.
- User Generated Content.
- User Content. By sharing, submitting or uploading any of your data, feedback, suggestion, comments, or ideas (“User Content”) in any way, you grant Avalara a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, prepare derivative works of, display, and perform your User Content in any legal manner for our sole benefit, including in future modifications of the Sites, other products or services, and in advertising and marketing materials. You acknowledge and agree that you are solely responsible for all the User Content that you make available through Avalara. Accordingly, you represent and warrant that: (a) you have all rights, licenses, consents, and releases necessary to grant Avalara the required rights to disseminate any User Content, (b) neither your User Content nor your posting, uploading, publication, submission, or transmittal of this User Content or Avalara’s use of your User Content will infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- Indemnification for User Content. You shall indemnify and defend Avalara and its Affiliates and their respective directors, officers, and employees against any liability, loss, settlement payment, interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges incurred as a result of a third-party claim or action that (i) the User Content you submitted infringes the rights of a third party; (ii) results from your breach of its obligations under the Site Terms; or (iii) results from your violation of applicable laws. You shall not make any admission on Avalara’s behalf or settle any claim unless the settlement unconditionally releases the Avalara of all liability. Avalara will reasonably assist you in all necessary respects in connection with the defense of the claim, at your expense. Avalara may participate in the defense of the claim at its sole cost and expense.
- Disclaimer of Warranties and Limitation of Liability. THE SITES ARE MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, AVALARA DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. AVALARA SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT ANY GOVERNMENTAL INFORMATION (INCLUDING INFORMATION REGARDING TAX RATES OR THE APPLICABILITY OF CERTAIN TAXES) ARE ACCURATE, CURRENT, OR APPLICABLE TO YOU OR YOUR BUSINESS. AVALARA’S TOTAL LIABILITY ARISING OUT OF THE SITES, WHETHER ON BREACH OF CONTRACT, BREACH OF WARRANTY, CLAIM OF NEGLIGENCE, OR OTHERWISE, SHALL NOT IN ANY CASE EXCEED THE COST PAID BY YOU TO ACCESS THE SITES OR $50, WHICHEVER IS LESS, AND AVALARA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.
- Links to Third-Party Sites. Certain links on the Sites may take you to third-party websites. Avalara provides these links only as a convenience to you and the use by Avalara of such links does not imply any warrant or endorsement of the third party, its products, services, or its site.
- Applicable Law, Jurisdiction, Venue. The laws of the State of Washington will govern these Site Terms and your use of the Sites, without regard to any conflict of laws provisions that would result in the application of the laws of any other forum. In the event of any dispute relating to or arising out of the Sites or these Site Terms, both you and Avalara agree to personal jurisdiction in, and exclusive venue of, the state and federal courts located in King County, Washington.
Subprocessors
Effective April 20th 2024
DownloadTable of Contents
Avalara uses third parties, subprocessors, to provide specific functionality within Avalara’s services. If Customer objects to the addition of a subprocessor, Customer must email legal@avalara.com. Otherwise, continued use of the Services signifies Customer’s acceptance of new subprocessors. The following subprocessors may access and process personal information of Avalara’s customers:
| Date Added | Entity Name | Purpose | Entity Control |
February 24, 2020 | Adobe, Inc. | Tag management system | United States |
February 24, 2020 | Amazon Web Services, Inc. (AWS) | Cloud-based computing and data hosting services | United States |
February 24, 2020 | Atlassian Pty Ltd. | Cloud-based project management and collaboration software tools | Australia |
| June 17, 2022 | BigID, Inc. | Data discovery and privacy compliance services | United States |
| June 17, 2022 | Confluent, Inc. | Event data processing and real-time data pipeline engine | United States |
| June 17, 2022 | Content Square, Inc. | Customer experience analytics service | United States |
| November 1, 2023 | Cribl, Inc. | Cloud-based data observability platform | United States |
| June 17, 2022 | Databricks, Inc. | Cloud-based data warehousing | United States |
February 24, 2020 | FullStory, Inc. | Customer experience analytics service | United States |
| March 13, 2023 | Hex Technologies, Inc. | Application analytics service | United States |
September 3, 2021 | IDology, Inc. | Age verification service for Avalara Age Verification (an add-on feature to AvaTax for Beverage Alcohol) | United States |
February 24, 2020 | Microsoft Corporation | Cloud-based and on-premises office productivity tools and a business analytics service | United States |
February 10, 2022 | Mimecast North America, Inc. | Email security and archiving | United States |
April 3, 2020 | MongoDB, Inc. | General purpose database platform | United States |
| April 20, 2024 | Monte Carlo Data, Inc. | Application analytics service | United States |
February 24, 2020 | Okta, Inc. | Cloud-based access management service | United States |
| February 20, 2024 | OwnBackup Inc. | Data backup service | United States |
| June 21, 2023 | Proofpoint, Inc. | Security tool | United States |
February 24, 2020 | Rapid 7 Ireland Limited | Log management and analytics service | United States |
February 24, 2020 | Salesforce.com, Inc. | Customer management platform | United States |
February 24, 2020 | Slack Technologies, Inc. | Communication and productivity software as a service and related technology | United States |
June 8, 2020 | Snowflake Inc. | Cloud-based data warehousing | United States |
February 24, 2020 | Splunk, Inc. | Real-time cloud monitoring service | United States |
February 24, 2020 | Sumo Logic, Inc. | Cloud-based logs and metrics management service | United States |
February 24, 2020 | Twilio, Inc. | Customer data infrastructure platform | United States |
September 17, 2020 | Uplevel, Inc. | Data analysis tool relating to Avalara team behavior to maximize effectiveness | United States |
Avalara Group Sub-processors
The following entities are subsidiaries or affiliates of Avalara (as Avalara is defined in the Terms). Accordingly, they function as subprocessors when they perform activities to provide the Services. Depending on the geographic location of Customer and the Services provided, Avalara may engage one or more of its subsidiaries or affiliates as subprocessors to deliver some or all of the Services provided to Customer. Avalara subsidiaries or affiliates are as follows:
| Entity Name | Country |
|---|---|
Avalara, Inc. | United States |
AFT France SAS | France |
AFT Italy S.r.L. | Italy |
Avalara FT Spain SL | Spain |
AFTC Fiscal Services UK Ltd | United Kingdom |
AFTC, Inc. | United States |
AvaFuel LLC | United States |
Avalara Brasil – Assessoria e Consultoria Tributária e Tecnológica Ltda | Brazil |
Avalara Canada ULC | Canada |
Avalara Client Trust | United States |
Avalara EU Holdings UK Limited | United Kingdom |
Avalara Europe Ltd | United Kingdom |
Avalara FT Poland | Polish |
Avalara Luxembourg S.a.r.l. | Luxembourg |
Avalara Technologies Private Limited | India |
EDIGrid Romania | Romania |
Impendulo ApS | Denmark |
Impendulo BV | Netherlands |
Impendulo Hellas Mon. Epe | Greece |
Impendulo Lda | Portugal |
Impendulo Limited | United Kingdom |
Impendulo Limited (CY) | Cyprus |
Impendulo Oy | Finland |
Impendulo SARL | France |
INPOSIA Solutions France | France |
INPOSIA Solutions GmbH | Germany |
INPOSIA Solutions Italia S.r.L. | Italy |
INPOSIA Turkey | Turkey |
Transaction Tax Consulting Group, LLC | United States |
Transaction Tax Resources, Inc. | United States |
VAT Applications NV | Belgium |
VAT House Services NV | Belgium |
Effective February 20th 2024 to April 20th 2024
DownloadTable of Contents
Avalara uses third parties, subprocessors, to provide specific functionality within Avalara’s services. If Customer objects to the addition of a subprocessor, Customer must email legal@avalara.com. Otherwise, continued use of the Services signifies Customer’s acceptance of new subprocessors. The following subprocessors may access and process personal information of Avalara’s customers:
| Date Added | Entity Name | Purpose | Entity Control |
February 24, 2020 | Adobe, Inc. | Tag management system | United States |
February 24, 2020 | Amazon Web Services, Inc. (AWS) | Cloud-based computing and data hosting services | United States |
February 24, 2020 | Atlassian Pty Ltd. | Cloud-based project management and collaboration software tools | Australia |
| June 17, 2022 | BigID, Inc. | Data discovery and privacy compliance services | United States |
| June 17, 2022 | Confluent, Inc. | Event data processing and real-time data pipeline engine | United States |
| June 17, 2022 | Content Square, Inc. | Customer experience analytics service | United States |
| November 1, 2023 | Cribl, Inc. | Cloud-based data observability platform | United States |
| June 17, 2022 | Databricks, Inc. | Cloud-based data warehousing | United States |
February 24, 2020 | FullStory, Inc. | Customer experience analytics service | United States |
| March 13, 2023 | Hex Technologies, Inc. | Application analytics service | United States |
September 3, 2021 | IDology, Inc. | Age verification service for Avalara Age Verification (an add-on feature to AvaTax for Beverage Alcohol) | United States |
February 24, 2020 | Microsoft Corporation | Cloud-based and on-premises office productivity tools and a business analytics service | United States |
February 10, 2022 | Mimecast North America, Inc. | Email security and archiving | United States |
April 3, 2020 | MongoDB, Inc. | General purpose database platform | United States |
February 24, 2020 | Okta, Inc. | Cloud-based access management service | United States |
| February 20, 2024 | OwnBackup Inc. | Data backup service | United States |
| June 21, 2023 | Proofpoint, Inc. | Security tool | United States |
February 24, 2020 | Rapid 7 Ireland Limited | Log management and analytics service | United States |
February 24, 2020 | Salesforce.com, Inc. | Customer management platform | United States |
February 24, 2020 | Slack Technologies, Inc. | Communication and productivity software as a service and related technology | United States |
June 8, 2020 | Snowflake Inc. | Cloud-based data warehousing | United States |
February 24, 2020 | Splunk, Inc. | Real-time cloud monitoring service | United States |
February 24, 2020 | Sumo Logic, Inc. | Cloud-based logs and metrics management service | United States |
February 24, 2020 | Twilio, Inc. | Customer data infrastructure platform | United States |
September 17, 2020 | Uplevel, Inc. | Data analysis tool relating to Avalara team behavior to maximize effectiveness | United States |
Avalara Group Sub-processors
The following entities are subsidiaries or affiliates of Avalara (as Avalara is defined in the Terms). Accordingly, they function as subprocessors when they perform activities to provide the Services. Depending on the geographic location of Customer and the Services provided, Avalara may engage one or more of its subsidiaries or affiliates as subprocessors to deliver some or all of the Services provided to Customer. Avalara subsidiaries or affiliates are as follows:
| Entity Name | Country |
|---|---|
Avalara, Inc. | United States |
AFT France SAS | France |
AFT Italy S.r.L. | Italy |
Avalara FT Spain SL | Spain |
AFTC Fiscal Services UK Ltd | United Kingdom |
AFTC, Inc. | United States |
AvaFuel LLC | United States |
Avalara Brasil – Assessoria e Consultoria Tributária e Tecnológica Ltda | Brazil |
Avalara Canada ULC | Canada |
Avalara Client Trust | United States |
Avalara EU Holdings UK Limited | United Kingdom |
Avalara Europe Ltd | United Kingdom |
Avalara FT Poland | Polish |
Avalara Luxembourg S.a.r.l. | Luxembourg |
Avalara Technologies Private Limited | India |
EDIGrid Romania | Romania |
Impendulo ApS | Denmark |
Impendulo BV | Netherlands |
Impendulo Hellas Mon. Epe | Greece |
Impendulo Lda | Portugal |
Impendulo Limited | United Kingdom |
Impendulo Limited (CY) | Cyprus |
Impendulo Oy | Finland |
Impendulo SARL | France |
INPOSIA Solutions France | France |
INPOSIA Solutions GmbH | Germany |
INPOSIA Solutions Italia S.r.L. | Italy |
INPOSIA Turkey | Turkey |
Transaction Tax Consulting Group, LLC | United States |
Transaction Tax Resources, Inc. | United States |
VAT Applications NV | Belgium |
VAT House Services NV | Belgium |
Effective November 1st 2023 to February 20th 2024
DownloadTable of Contents
Avalara uses third parties, subprocessors, to provide specific functionality within Avalara’s services. If Customer objects to the addition of a subprocessor, Customer must email legal@avalara.com. Otherwise, continued use of the Services signifies Customer’s acceptance of new subprocessors. The following subprocessors may access and process personal information of Avalara’s customers:
| Date Added | Entity Name | Purpose | Entity Control |
February 24, 2020 | Adobe, Inc. | Tag management system | United States |
February 24, 2020 | Amazon Web Services, Inc. (AWS) | Cloud-based computing and data hosting services | United States |
February 24, 2020 | Atlassian Pty Ltd. | Cloud-based project management and collaboration software tools | Australia |
| June 17, 2022 | BigID, Inc. | Data discovery and privacy compliance services | United States |
| June 17, 2022 | Confluent, Inc. | Event data processing and real-time data pipeline engine | United States |
| June 17, 2022 | Content Square, Inc. | Customer experience analytics service | United States |
| November 1, 2023 | Cribl, Inc. | Cloud-based data observability platform | United States |
| June 17, 2022 | Databricks, Inc. | Cloud-based data warehousing | United States |
February 24, 2020 | FullStory, Inc. | Customer experience analytics service | United States |
| March 13, 2023 | Hex Technologies, Inc. | Application analytics service | United States |
September 3, 2021 | IDology, Inc. | Age verification service for Avalara Age Verification (an add-on feature to AvaTax for Beverage Alcohol) | United States |
February 24, 2020 | Microsoft Corporation | Cloud-based and on-premises office productivity tools and a business analytics service | United States |
February 10, 2022 | Mimecast North America, Inc. | Email security and archiving | United States |
April 3, 2020 | MongoDB, Inc. | General purpose database platform | United States |
February 24, 2020 | Okta, Inc. | Cloud-based access management service | United States |
| June 21, 2023 | Proofpoint, Inc. | Security tool | United States |
February 24, 2020 | Rapid 7 Ireland Limited | Log management and analytics service | United States |
February 24, 2020 | Salesforce.com, Inc. | Customer management platform | United States |
February 24, 2020 | Slack Technologies, Inc. | Communication and productivity software as a service and related technology | United States |
June 8, 2020 | Snowflake Inc. | Cloud-based data warehousing | United States |
February 24, 2020 | Splunk, Inc. | Real-time cloud monitoring service | United States |
February 24, 2020 | Sumo Logic, Inc. | Cloud-based logs and metrics management service | United States |
February 24, 2020 | Twilio, Inc. | Customer data infrastructure platform | United States |
September 17, 2020 | Uplevel, Inc. | Data analysis tool relating to Avalara team behavior to maximize effectiveness | United States |
Avalara Group Sub-processors
The following entities are subsidiaries or affiliates of Avalara (as Avalara is defined in the Terms). Accordingly, they function as subprocessors when they perform activities to provide the Services. Depending on the geographic location of Customer and the Services provided, Avalara may engage one or more of its subsidiaries or affiliates as subprocessors to deliver some or all of the Services provided to Customer. Avalara subsidiaries or affiliates are as follows:
| Entity Name | Country |
|---|---|
Avalara, Inc. | United States |
AFT France SAS | France |
AFT Italy S.r.L. | Italy |
Avalara FT Spain SL | Spain |
AFTC Fiscal Services UK Ltd | United Kingdom |
AFTC, Inc. | United States |
AvaFuel LLC | United States |
Avalara Brasil – Assessoria e Consultoria Tributária e Tecnológica Ltda | Brazil |
Avalara Canada ULC | Canada |
Avalara Client Trust | United States |
Avalara EU Holdings UK Limited | United Kingdom |
Avalara Europe Ltd | United Kingdom |
Avalara FT Poland | Polish |
Avalara Luxembourg S.a.r.l. | Luxembourg |
Avalara Technologies Private Limited | India |
EDIGrid Romania | Romania |
Impendulo ApS | Denmark |
Impendulo BV | Netherlands |
Impendulo Hellas Mon. Epe | Greece |
Impendulo Lda | Portugal |
Impendulo Limited | United Kingdom |
Impendulo Limited (CY) | Cyprus |
Impendulo Oy | Finland |
Impendulo SARL | France |
INPOSIA Solutions France | France |
INPOSIA Solutions GmbH | Germany |
INPOSIA Solutions Italia S.r.L. | Italy |
INPOSIA Turkey | Turkey |
Transaction Tax Consulting Group, LLC | United States |
Transaction Tax Resources, Inc. | United States |
VAT Applications NV | Belgium |
VAT House Services NV | Belgium |
Effective October 26th 2023 to November 1st 2023
DownloadTable of Contents
Last updated: June 21, 2023
Avalara uses third parties, subprocessors, to provide specific functionality within Avalara’s services. If Customer objects to the addition of a subprocessor, Customer must email legal@avalara.com. Otherwise, continued use of the Services signifies Customer’s acceptance of new subprocessors. The following subprocessors may access and process personal information of Avalara’s customers:
| Date Added | Entity Name | Purpose | Entity Control |
February 24, 2020 | Adobe, Inc. | Tag management system | United States |
February 24, 2020 | Amazon Web Services, Inc. (AWS) | Cloud-based computing and data hosting services | United States |
February 24, 2020 | Atlassian Pty Ltd. | Cloud-based project management and collaboration software tools | Australia |
| June 17, 2022 | BigID, Inc. | Data discovery and privacy compliance services | United States |
| June 17, 2022 | Confluent, Inc. | Event data processing and real-time data pipeline engine | United States |
| June 17, 2022 | Content Square, Inc. | Customer experience analytics service | United States |
| June 17, 2022 | Databricks, Inc. | Cloud-based data warehousing | United States |
February 24, 2020 | FullStory, Inc. | Customer experience analytics service | United States |
| March 13, 2023 | Hex Technologies, Inc. | Application analytics service | United States |
September 3, 2021 | IDology, Inc. | Age verification service for Avalara Age Verification (an add-on feature to AvaTax for Beverage Alcohol) | United States |
February 24, 2020 | Microsoft Corporation | Cloud-based and on-premises office productivity tools and a business analytics service | United States |
February 10, 2022 | Mimecast North America, Inc. | Email security and archiving | United States |
April 3, 2020 | MongoDB, Inc. | General purpose database platform | United States |
February 24, 2020 | Okta, Inc. | Cloud-based access management service | United States |
| June 21, 2023 | Proofpoint, Inc. | Security tool | United States |
February 24, 2020 | Rapid 7 Ireland Limited | Log management and analytics service | United States |
February 24, 2020 | Salesforce.com, Inc. | Customer management platform | United States |
February 24, 2020 | Slack Technologies, Inc. | Communication and productivity software as a service and related technology | United States |
June 8, 2020 | Snowflake Inc. | Cloud-based data warehousing | United States |
February 24, 2020 | Splunk, Inc. | Real-time cloud monitoring service | United States |
February 24, 2020 | Sumo Logic, Inc. | Cloud-based logs and metrics management service | United States |
February 24, 2020 | Twilio, Inc. | Customer data infrastructure platform | United States |
September 17, 2020 | Uplevel, Inc. | Data analysis tool relating to Avalara team behavior to maximize effectiveness | United States |
Avalara Group Sub-processors
The following entities are subsidiaries or affiliates of Avalara (as Avalara is defined in the Terms). Accordingly, they function as subprocessors when they perform activities to provide the Services. Depending on the geographic location of Customer and the Services provided, Avalara may engage one or more of its subsidiaries or affiliates as subprocessors to deliver some or all of the Services provided to Customer. Avalara subsidiaries or affiliates are as follows:
| Entity Name | Country |
|---|---|
Avalara, Inc. | United States |
AFT France SAS | France |
AFT Italy S.r.L. | Italy |
Avalara FT Spain SL | Spain |
AFTC Fiscal Services UK Ltd | United Kingdom |
AFTC, Inc. | United States |
AvaFuel LLC | United States |
Avalara Brasil – Assessoria e Consultoria Tributária e Tecnológica Ltda | Brazil |
Avalara Canada ULC | Canada |
Avalara Client Trust | United States |
Avalara EU Holdings UK Limited | United Kingdom |
Avalara Europe Ltd | United Kingdom |
Avalara FT Poland | Polish |
Avalara Luxembourg S.a.r.l. | Luxembourg |
Avalara Technologies Private Limited | India |
EDIGrid Romania | Romania |
Impendulo ApS | Denmark |
Impendulo BV | Netherlands |
Impendulo Hellas Mon. Epe | Greece |
Impendulo Lda | Portugal |
Impendulo Limited | United Kingdom |
Impendulo Limited (CY) | Cyprus |
Impendulo Oy | Finland |
Impendulo SARL | France |
INPOSIA Solutions France | France |
INPOSIA Solutions GmbH | Germany |
INPOSIA Solutions Italia S.r.L. | Italy |
INPOSIA Turkey | Turkey |
Transaction Tax Consulting Group, LLC | United States |
Transaction Tax Resources, Inc. | United States |
VAT Applications NV | Belgium |
VAT House Services NV | Belgium |