Contracts
- Service-Specific Supplemental Terms
- Automated Tariff Code Classification
- Avalara 1099 and W9
- Avalara Tax Content
- AvaTax
- Beverage Alcohol
- CertCapture
- Compliance Document Management
- Communications
- Cross-Border Estimated
- Cross-Border Tariff Content
- DAVO
- E-Invoicing and Live Reporting
- Energy and Tobacco
- Energy Pro
- Extractor
- Fiscal Representation
- IOSS Intermediary
- Licensing for Hospitality
- License Managed Services
- License Management
- License Management for Accountants
- Managed Returns for Accountants
- Managed Returns for Accountants Supplemental Terms for Clients
- Managed Tariff Code Classification
- Managed VAT Reporting
- MatrixMaster
- MyLodgeTax
- MyLodgeTax Terms for Property Owners
- Point-of-Sale
- Property Tax
- Returns
- Returns for Accountants
- Returns for Small Business
- Self-Serve Tariff Code Classification
- SST and CSP Returns
- Support
- Tax Category Classification
- Tax Research
- Trade Compliance
- VAT Reporting
Service-Specific Supplemental Terms
Effective November 2nd 2024
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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 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 15th 2024 to November 2nd 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 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 June 11th 2024 to December 31st 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 May 14th 2024 to June 11th 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 May 8th 2024 to May 14th 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 May 3rd 2024 to May 8th 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 |
Communications |
Avalara for Communications |
Cross-Border |
Avalara Cross-Border Estimated |
Avalara Self-Serve Tariff Code Classification |
Avalara Managed Tariff Code Classification |
Customer Support |
Assisted Support |
Managed Support |
One-time Managed Setup |
Energy and Tobacco |
Avalara AvaTax for Energy (formerly known as AvaTax Excise) |
Avalara AvaTax for Energy Pro (formerly known as AvaTax Excise Pro) |
Avalara AvaTax for Tobacco (formerly known as AvaTax Excise) |
Avalara Returns for Energy (formerly known as Avalara Returns Excise Enterprise) |
Avalara Returns for Energy Pro (formerly known as Avalara Returns Excise Pro) |
Avalara Returns for Tobacco (formerly known as Avalara Returns Excise Enterprise) |
Extractors |
Extractors |
Insurance |
AvaTax for Insurance |
Fiscal Representation for Insurance |
Managed Returns for Insurance |
Licenses |
Avalara Licensing for Hospitality |
Avalara License Managed Services |
Avalara License Management |
Avalara License Management for Accountants or ALMA |
Avalara License Guidance |
Avalara Sales Tax Registration |
Avalara License Preparation |
Avalara License Filing |
Managed Tax Category Classification and MatrixMaster |
Managed Tax Category Classification (formerly known as AvaTax Mapping) |
MatrixMaster |
Point-of-Sale |
Avalara Tax Content (formerly known as Avalara Content Generation for POS Service or Avalara CGPOS) |
POS Service |
Product Suites |
Avalara for Small Business |
Property Tax |
Avalara Property Tax for Accountants |
Avalara Property Tax for Enterprise |
Avalara Property Tax Returns Pro |
Returns |
Avalara Managed Returns for Accountants |
Avalara Returns |
Avalara Returns for Accountants |
Avalara Returns for Hospitality |
Avalara Returns for Small Business |
Streamlined Sales Tax & Certified Service Provider Program |
Tax Research |
Avalara Tax Research |
Avalara Tax Research for Insurance |
Avalara Tax Research for Accountants |
Transfer Pricing |
Avalara Transfer Pricing Reports for Accountants |
Avalara Transfer Pricing Reports for Accountants |
Value-Added Tax (VAT) |
Avalara e-Invoicing, Avalara Live Reporting, and Avalara Electronic Data Interchange Supplemental Terms |
Avalara Fiscal Representation |
Avalara IOSS Intermediary |
Managed VAT Reporting (formerly known as Managed Returns Service) |
VAT Reporting |
Automated Tariff Code Classification
Effective January 1st 2025
DownloadTable of Contents
Please note that these updated Service-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or Service purchase made on or after January 1, 2025.
These Automated Tariff Code Classification Service-Specific Supplemental Terms (“Automated Tariff Code Classification Terms”) govern Customer’s purchase and use of the Avalara Automated Tariff Code Classification Services described below. These Automated Tariff Code Classification Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Automated Tariff Code Classification Terms and not defined have the meanings given in the Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:
- “Automated Tariff Code Classification” means the Automated Tariff Code Classification Essentials or Automated Tariff Code Classification Pro service that facilitates the tariff code classification of physical goods under the harmonized commodity description and coding system and assigns a tariff code for a single specified country based on the product description provided by Customer.
- “Automated Tariff Code Classification Essentials” means the Automated Tariff Code Classification service that uses pre-trained, generic models to facilitate the tariff code classification.
- “Automated Tariff Code Classification Pro” means the Automated Tariff Code Classification service that uses customer tailored models to facilitate the tariff code classification.
- “HS Code” means the 6-digit Harmonized Commodity Description and Coding System code.
- “Item” means an item or product related to one physical good that is entered or uploaded in Automated Tariff Code Classification by Customer. Each such record will count as one Item. All such records will be considered Items, regardless of the number of HS Codes generated.
- The Services.
- Usage. Usage will be calculated based on the number of classification requests submitted to the Service.
- License. Avalara grants a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the goods and services it sells.
- Customer Obligations. Customer shall provide Avalara with (i) a sufficient natural-language description for each Item; and (ii) the data specified in the Documentation or otherwise requested by Avalara. Customer is solely responsible for the accuracy and completeness of all data provided by Customer. Customer shall transmit the Item data using the method designated by Avalara.
Effective April 10th 2024 to December 31st 2024
DownloadTable of Contents
These Avalara Automated Tariff Code Classification Service-Specific Supplemental Terms (“Automated Tariff Code Classification Terms”) govern Customer’s purchase and use of the Avalara Automated Tariff Code Classification Services described below. These Automated Tariff Code Classification Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Automated Tariff Code Classification Terms and not defined have the meanings given in the Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:
- “Automated Tariff Code Classification” means the Automated Tariff Code Classification Essentials or Automated Tariff Code Classification Pro service that facilitates the tariff code classification of physical goods under the harmonized commodity description and coding system and assigns a tariff code for a single specified country based on the product description provided by Customer.
- “Automated Tariff Code Classification Essentials” means the Automated Tariff Code Classification service that uses pre-trained, generic models to facilitate the tariff code classification.
- “Automated Tariff Code Classification Pro” means the Automated Tariff Code Classification service that uses customer tailored models to facilitate the tariff code classification.
- “HS Code” means the 6-digit Harmonized Commodity Description and Coding System code.
- “Item” means an item or product related to one physical good that is entered or uploaded in Automated Tariff Code Classification by Customer. Each such record will count as one Item. All such records will be considered Items, regardless of the number of HS Codes generated.
- The Services.
- Usage. Usage will be calculated based on the number of classification requests submitted to the Service.
- License. Avalara grants a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the goods and services it sells.
- Customer Obligations. Customer shall provide Avalara with (i) a sufficient natural-language description for each Item; and (ii) the data specified in the Documentation or otherwise requested by Avalara. Customer is solely responsible for the accuracy and completeness of all data provided by Customer. Customer shall transmit the Item data using the method designated by Avalara.
Avalara 1099 and W9
Effective January 1st 2025
DownloadTable of Contents
Please note that these updated Service-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or Service purchase made on or after January 1, 2025.
These Avalara 1099 & W9 Service-Specific Supplemental Terms (“1099 Terms”) govern Customer’s purchase and use of Avalara 1099 & W9 and other Services available on the Track1099 by Avalara website. These 1099 Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these 1099 Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Client” means a client of Customer.
- “Client Data” means any information uploaded to the Service(s) by Customer or Customer's Authorized Users relating to Customer's Clients. Customer Data includes Client Data.
- “Filing Agency” means a filing agency to which Avalara will file on behalf of the Customer.
- “Recipient” means any person or entity, other than a Filing Agency, Client, or Customer, sent a form through the Services by the Customer.
- “Recipient Data” means any information uploaded to the Services by Customer or Customer's Authorized Users relating to a Recipient. Customer Data includes Recipient Data.
- “Client” means a client of Customer.
- Use of the Services. Customer is authorized to use the Services solely for Customer’s internal business operations. If the Customer is in the business of providing accounting or advisory services as part of its standard offerings, internal business operations may include the preparation and filing of forms for Clients. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (to the applicable Client), worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal business operations in connection with the specific request for which it was provided.
- Authorization. Customer authorizes Avalara, on Customer’s behalf, to perform TIN matching as requested and to file 1099-series, 1095-B, 1095-C, W-2, 1042-S, T4A, and other forms as applicable. Customer also authorizes Avalara to interact with appropriate authorities and other third parties on Customer’s behalf for validation, filing, and status retrieval purposes related to the Services. Customer understands that Avalara will not interact with regulatory agencies on behalf of Customer or Clients for any other purpose.
- Customer Responsibilities. In addition to the responsibilities in the Terms, Customer shall: (i) verify the filing status of each form filed on Customer’s behalf by Avalara; (ii) ensure the Recipient received all necessary forms, and if not, transmit such forms to the Recipient; and (iii) promptly correct any errors in the forms. Customer shall download and save records as necessary to maintain its own records separate from the Service(s) and shall not use the Service(s) for general archiving or back-up purposes. Customer shall only request TIN matching for income subject to backup withholding on Forms 1009-B, DIV, INT, MISC, NEC, OID, 1099-K, G and/or PATR. Customer affirms that all of the information entered into the Service for the purposes of submission, including to the Internal Revenue Service, Canadian Revenue Agency, and/or Social Security Administration, is true and accurate, to the best of Customer’s knowledge.
- Use of Services for Clients. Customer is solely responsible for properly setting up, configuring, and maintaining Customer’s profile in order to use the Services for the benefit of Customer’s Clients, including, for each Client, (i) any information needed by Customer to use the Services on behalf of Customer’s Clients; (ii) the preparation, content, accuracy, and review of any forms that Customer prepares using the Services; and (iii) the timely filing of any forms, including any late filings due to unavailability of the Services. Customer represents and warrants that it has the right to upload Client Data and Recipient Data to the Services.
- Additional Indemnification. In addition to Customer’s indemnification obligations set forth in the Terms, Customer shall indemnify and defend Avalara against any Losses arising from a third-party claim that results from Customer’s use of the Services for a Client (except for third-party claims for Infringement or arising solely from Avalara’s breach of the Agreement or Applicable Law).
- Trial Use. Certain subscription Services may provide the option for a trial usage. If Customer is not satisfied with such Services, then during the trial usage period only, Customer may terminate its subscription by declining to provide payment information.
- Deviations from the Terms.
- Planned Downtime. Avalara may elect not to provide notice of planned downtime.
- Automatic Upgrades and Overages. If Customer purchased the Services through the Track1099 by Avalara website, Customer cannot use more forms than it has paid for. If Customer purchased through an assisted sales process and Customer exceeds the number of forms included in Customer’s subscription, Customer will be charged for any additional forms at the per-form overage price specified on the applicable Order Document unless Customer upgrades to a higher usage tier.
- One-Time Services. Some Services offered on the Track1099 by Avalara website are one-time Services. In such case, provisions in the Terms specifically applicable to subscription Services do not apply. Unless otherwise specified, unused one-time Services will expire one year after purchase.
- Indemnification. Sections 10(a)(2) and 10(a)(3) of the Terms (Indemnification by Avalara) do not apply to purchases made through the Track1099 by Avalara website.
Effective November 1st 2023 to December 31st 2024
DownloadTable of Contents
These Avalara 1099 & W9 Service-Specific Supplemental Terms (“1099 Terms”) govern Customer’s purchase and use of Avalara 1099 & W9 and other Services available on the Track1099 by Avalara website. These 1099 Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these 1099 Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Client” means a client of Customer.
- “Client Data” means an information uploaded to the Service by Customer or Customer's Authorized Users relating to Customer's Clients. Customer Data includes Client Data.
- “Filing Agency” means a filing agency to which Avalara will file on behalf of the Customer.
- “Recipient” means any person or entity, other than a Filing Agency, Client, or Customer, sent a form through the Service by the Customer.
- “Recipient Data” means any information uploaded to the Service by Customer or Customer's Authorized Users relating to a Recipient. Customer Data includes Recipient Data.
- “Client” means a client of Customer.
- Use of the Services. Customer is authorized to use the Service solely for Customer’s internal business operations. If the Customer is in the business of providing accounting or advisory services as part of its standard offerings, internal business operations may include the preparation and filing of forms for Clients. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (to the applicable Client), worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal business operations in connection with the specific request for which it was provided.
- Authorization. Customer authorizes Avalara, on Customer’s behalf, to perform TIN matching as requested and to file 1099-series, 1095-B, 1095-C, W-2, 1042-S, T4A, and other forms as applicable. Customer also authorizes Avalara to interact with appropriate authorities and other third parties on Customer’s behalf for validation, filing, and status retrieval purposes related to the Service. Customer understands that Avalara will not interact with regulatory agencies on behalf of Customer or Clients for any other purpose.
- Customer Responsibilities. In addition to the responsibilities in the Terms, Customer shall: (i) verify the filing status of each form filed on Customer’s behalf by Avalara; (ii) ensure the Recipient received all necessary forms, and if not, transmit such forms to the Recipient; and (iii) promptly correct any errors in the forms. Customer shall download and save records as necessary to maintain its own records separate from the Service and shall not use the Service for general archiving or back-up purposes. Customer shall only request TIN matching for income subject to backup withholding on Forms 1009-B, DIV, INT, MISC, NEC, OID, 1099-K, G and/or PATR. Customer affirms that all of the information entered into the Service for the purposes of submission, including to the Internal Revenue Service, Canadian Revenue Agency, and/or Social Security Administration, is true and accurate, to the best of Customer’s knowledge.
- Use of Services for Clients. Customer is solely responsible for properly setting up, configuring, and maintaining Customer’s profile in order to use the Service for the benefit of Customer’s Clients, including, for each Client, (i) any information needed by Customer to use the Service on behalf of Customer’s Clients; (ii) the preparation, content, accuracy, and review of any forms that Customer prepares using the Service; and (iii) the timely filing of any forms, including any late filings due to unavailability of the Service. Customer represents and warrants that it has the right to upload Client Data and Recipient Data to the Service.
- Additional Indemnification. In addition to Customer’s indemnification obligations set forth in the Terms, Customer shall indemnify and defend Avalara against any Losses arising from a third-party claim that results from Customer’s use of the Service for a Client (except for third-party claims for Infringement or arising solely from Avalara’s breach of the Agreement or Applicable Law).
- Trial Use. Certain subscription Services may provide the option for a trial usage. If Customer is not satisfied with such Service, during the Initial Subscription Term only, Customer may terminate its subscription by declining to provide payment information.
- Deviations from the Terms.
- Planned Downtime. Avalara may elect not to provide notice of planned downtime.
- Automatic Upgrades and Overages. If Customer purchased the Service through the Track1099 by Avalara website, Customer cannot use more forms than it has paid for. If Customer purchased through an assisted sales process and Customer exceeds the number of forms included in Customer’s subscription, Customer will be charged for any additional forms at the per-form overage price specified on the applicable Order Document unless Customer upgrades to a higher usage tier.
- One-Time Services. Some Services offered on the Track1099 by Avalara website are one-time Services. Provisions in the Terms specifically applicable to subscription Services do not apply. Unless otherwise specified, the Initial Subscription Term expires when Avalara has performed all its Service obligations hereunder and will not automatically renew.
- Indemnification. Sections 10(a)(2) and 10(a)(3) (Indemnification by Avalara) do not apply to purchases made through the Track1099 by Avalara website.
Effective October 27th 2023 to November 1st 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental 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 1099 Product-Specific Supplemental Terms (“1099 Terms”) govern Customer’s purchase and use of Avalara 1099 and other Services available on the Track1099 by Avalara website. These 1099 Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these 1099 Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Client” means a client of Customer for which Customer uses the Service.
- “Client Data” means Customer Data uploaded to the Service by Customer relating to a Client.
- “Filing Agency” means a filing agency to which Avalara will file on behalf of the Customer.
- “Recipient” means any person or entity, other than a Filing Agency, Client, or Customer, sent a form through the Service by the Customer.
- “Recipient Data” means Customer Data uploaded to Track1099 by Customer relating to a Recipient.
- “Client” means a client of Customer for which Customer uses the Service.
- Use of the Services. Customer is authorized to use the Service solely for Customer’s internal business operations. If the Customer is in the business of providing accounting or advisory services as part of its standard offerings, internal business operations may include the preparation and filing of forms for Clients. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (to the applicable Client), worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal business operations in connection with the specific request for which it was provided.
- Authorization. Customer authorizes Avalara, on Customer’s behalf, to perform TIN matching as requested and to file 1099-series, 1095-B, 1095-C, W-2, 1042-S, T4A, and other forms as applicable. Customer also authorizes Avalara to interact with appropriate authorities and other third parties on Customer’s behalf for validation, filing, and status retrieval purposes related to the Service. Customer understands that Avalara will not interact with regulatory agencies on behalf of Customer or Clients for any other purpose.
- Customer Responsibilities. In addition to the responsibilities in the Terms, Customer shall: (i) verify the filing status of each information return or filing filed on Customer’s behalf by Avalara; (ii) ensure the Recipient received all necessary forms, and if not, transmit that information to the Recipient; and (iii) promptly correct any errors in information. Customer shall download and save records as necessary to maintain its own records separate from the Service and shall not use the Service for general archiving or back-up purposes. Customer authorizes Avalara to perform TIN matching. Customer shall only request TIN matching for income subject to backup withholding on Forms 1009-B, DIV, INT, MISC, NEC, OID, 1099-K, G and/or PATR. Customer affirms that all of the information entered into the Service for the purposes of submission, including to the Internal Revenue Service, Canadian Revenue Agency, and/or Social Security Administration, is true and accurate, to the best of Customer’s knowledge.
- Trial Use. Certain subscription Services may provide the option for a trial usage. If Customer is not satisfied with such Service, during the Initial Subscription Term only, Customer may terminate their subscription by declining to provide payment information.
- Use of Services for Clients. Customer is solely responsible for properly setting up, configuring, and maintaining Customer’s profile in order to use the Service for the benefit of Customer’s Clients, including, for each Client; (i) information Customer needs to use the Service on behalf of Customer’s Clients; (ii) the preparation, content, accuracy, and review of informational documents or other filings that Customer prepares using the Service; and (iii) the timely filing of any informational documents or other filings, including any late filings due to unavailability of the Service. Customer represents and warrants that it has the right to upload Client Data and Recipient Data to the Service.
- Additional Indemnification. In addition to Customer’s indemnification obligations set forth in the Terms, Customer shall indemnify and defend Avalara against any Losses arising from a third-party claim that results from Customer’s use of the Service for a Client (except for third-party claims for Infringement or arising solely from Avalara’s breach of the Agreement or Applicable Law).
- No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies to any third party, including Clients or Recipients.
- Deviations from the Terms.
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- Planned Downtime. Avalara may elect not to provide notice of planned downtime.
- Automatic Upgrades and Overages. If Customer purchased through the Track1099 by Avalara website, Customer cannot use more forms than it has paid for. If Customer purchased through an assisted sales process and Customer exceeds the number of Reports included in Customer’s subscription, Customer will be charged for any additional Reports at the per-Report overage price specified on the applicable Order Document unless Customer upgrades to a higher usage tier.
- One-Time Services. Some Services offered on the Track1099 by Avalara website are one-time Services. Provisions in the Terms specifically applicable to subscription Services do not apply. Unless otherwise specified, the Initial Subscription Term expires when Avalara has performed all its Service obligations hereunder and will not automatically renew.
- Indemnification. Sections 10(a)(2) and 10(a)(3) (Indemnification by Avalara) do not apply to purchases made through the Track1099 by Avalara website.
Avalara Tax Content
Effective January 1st 2025
DownloadTable of Contents
Please note that these updated Service-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or Service purchase made on or after January 1, 2025.
These Avalara Tax Content and Avalara Tax Content for Lodging Service-Specific Supplemental Terms (“ATC Terms”) govern Customer’s use of Avalara Tax Content (formerly known as "Avalara Content Generation for Point of Sale") and Avalara Tax Content for Lodging. These ATC Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these ATC Terms and not defined have the meanings given in the Terms.
- Customer Obligations. Customer is responsible for configuring the Account in accordance with the Documentation, including, for example, frequency of updates, Customer's Locations, and Customer's products. "Location" means the physical location where Customer has one or more point-of-sale devices installed and configured to use Avalara Tax Content or Avalara Tax Content for Lodging (if applicable). Customer may send its offline tax calculations to the Account via batch API calls, as described in the Documentation (for Avalara Tax Content, not to exceed 75,000 API calls per Location in a Subscription Term).
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the goods and services it sells.
- Deviations from the Terms.
- No Automatic Upgrade. Customer's Avalara Tax Content subscription will not be automatically upgraded to the next highest subscription tier.
Effective April 20th 2024 to December 31st 2024
DownloadTable of Contents
These Avalara Tax Content for Retail and Avalara Tax Content for Lodging Service-Specific Supplemental Terms (“ATC Terms”) govern Customer’s use of Avalara Tax Content for Retail (formerly known as "Avalara Content Generation for Point of Sale") and Avalara Tax Content for Lodging. These ATC Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these ATC Terms and not defined shall have the meaning given in the Terms.
- Customer Obligations. Customer is responsible for configuring the Account in accordance with the Documentation, including, for example, frequency of updates, Customer's Locations, and Customer's products. "Location" means the physical location where Customer has one or more point-of-sale devices installed and configured to use Avalara Tax Content for Retail or Avalara Tax Content for Lodging (if applicable). Customer may send its offline tax calculations to the Account via batch API calls, as described in the Documentation (for Avalara Tax Content for Retail, not to exceed 75,000 API calls per Location in a Subscription Term).
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the goods and services it sells.
- Deviations from the Terms.
- No Automatic Upgrade. Customer's Avalara Tax Content for Retail subscription will not be automatically upgraded to the next highest subscription tier.
Effective November 1st 2023 to April 20th 2024
DownloadTable of Contents
These Avalara Tax Content Service-Specific Supplemental Terms (“ATC Terms”) govern Customer’s use of Avalara Tax Content (formerly Avalara Content Generation for Point of Sale). These ATC Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these ATC Terms and not defined shall have the meaning given in the Terms.
- Customer Obligations. Customer is responsible for configuring the Account in accordance with the Documentation, including, for example, frequency of updates, Customer's Locations, and Customer's products. "Location" means the physical location where Customer has one or more point-of-sale devices installed and configured to use Avalara Tax Content. Customer may send its offline tax calculations to the Account via batch API calls, as described in the Documentation, not to exceed 75,000 API calls per Location in a Subscription Term.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the goods and services it sells.
- Deviations from the Terms.
- No Automatic Upgrade. Customer's Avalara Tax Content subscription will not be automatically upgraded to the next highest subscription tier.
AvaTax
Effective January 1st 2025
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Please note that these updated Service-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or Service purchase made on or after January 1, 2025.
These AvaTax Service-Specific Supplemental Terms (“AvaTax Terms”) govern Customer’s use of AvaTax, AvaTax add-on Services and features, and other Services that may require an AvaTax Account. These AvaTax Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these AvaTax Terms and not defined shall have the meaning given in the Terms.
- Definitions.
- “Accuracy Guarantee” means a guarantee of the accuracy of U.S. sales tax calculation results provided by AvaTax as further described in Section 5 (Accuracy Guarantee).
- “Address Validation” means a source or destination address validated by Avalara that is processed separately from a tax calculation.
- “AEA” means Avalara Edge for AvaTax.
- “Age Verification” means the optional add-on feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s client’s age, as submitted through an AvaTax for Beverage Alcohol transaction, against a third-party provided identity verification database.
- "Document” means each invoice, order, or similar document that is entered, uploaded, or otherwise recorded in the applicable Service daily (and each subsequent alteration thereto), including, for example, committed sales invoices, purchase invoices, inventory transfer invoices, return invoices, and committed ecommerce shopping carts.
- “International Tax Transaction” means any Document or API call where the ship-from and ship-to addresses are in different countries.
- “Invoice Lines” means the total number of invoice lines on Documents for a given day.
- “Minimum Age Verification Fee” means a monthly minimum fee for Age Verification.
- “Shipping Verification” means the feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s beverage alcohol transactions against a database of shipping rules and restrictions.
- “Storage Unit” means 25,000 stored Documents.
- “Transactions” means the daily greatest of (i) the number of Documents, (ii) the number of Invoice Lines divided by 35, and (iii) the number of non-Address Validation API calls divided by 10; plus the number of daily Address Validations divided by 10.
- The Services.
- Transaction Usage. Unless otherwise specified in these AvaTax Service-Specific Supplemental Terms, usage is calculated by the number of Transactions used by Customer. Usage is rounded up to the nearest whole number.
- International Tax Transaction Usage. International Tax Transaction usage is calculated using the methodology set forth in Section 1(k) (Transactions) above, and the specific number of Transactions used for each International Tax Transaction will be 1.15 Transactions.
- Usage Tier. Certain add-on Services and features and other Services accessed through Customer’s AvaTax Account may require the same usage tier.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (a) in connection with the specific Document or API call for which it was provided or (b) aggregated with other content to produce a tax return or similar filing for Customer (“AvaTax Content License”).
- Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to AvaTax (and any simultaneously-purchased AvaTax add-on Services) by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercises Customer’s termination rights under this Section 4 (Trial Period), then Avalara shall refund Customer the fees paid to Avalara for AvaTax and any applicable add-on Services. AvaTax add-on Services purchased separately from Customer’s AvaTax subscription or ancillary Professional Services are not eligible for a refund under this Section 4 (Trial Period).
- Accuracy Guarantee. Avalara provides the Accuracy Guarantee in accordance with the terms of this Section 5 (Accuracy Guarantee). Any incorrect tax calculation, determination result, or any other error in accuracy are governed exclusively by, and limited by, the remedies set forth in this Section 5 (Accuracy Guarantee).
- If Customer suffers a negative audit finding that results in financial loss due to an incorrect U.S. sales tax calculation result returned by AvaTax, as Customer’s sole and exclusive remedy, Avalara shall pay Customer the lesser of either: (i) the amount of the penalties, interest, and uncollected sales taxes that directly result from the incorrect result, as specified in the final assessment notice received from the applicable taxing authority after all administrative appeals and abatement options are exhausted; or (ii) the amount of the AvaTax fees paid during the year preceding the negative audit finding (calculated as described in subsection (c) below).
- The following limitations apply to the Accuracy Guarantee:
- Customer must have properly set up, configured, and maintained its tax profile and Customer Data on the Avalara system and have correctly classified items sold by Customer. To the extent that the incorrect result was caused by Customer’s failure to properly set up, configure, or maintain its tax profile or Customer Data, Avalara will not be responsible for the incorrect result.
- Avalara will not be responsible for the incorrect result to the extent that it was caused by the failure of the applicable taxing authority to timely and accurately provide or update correct and current tax rates, boundaries, rules, and classifications.
- Customer must provide notice to Avalara by opening a support case in Customer’s Account no later than the earlier of either: (1) 10 days after the taxing authority’s finding of a negative audit assessment; or (2) 45 days after the date that Customer identifies, or the taxing authority initially identifies to Customer, an issue that relates to the alleged incorrect result provided by Avalara.
- Customer must provide full and timely assistance to Avalara in confirming the nature and occurrence of the alleged error, including providing Avalara with access to its relevant financial reporting records, transaction logs, reports, and all other relevant information reasonably related to the alleged error.
- Customer must provide full and timely assistance to Avalara in challenging the taxing authority findings if Avalara, in its sole discretion, determines them to be incorrect. To the extent that an audit assessment involves other issues in addition to the alleged incorrect result from Avalara, Customer, its Representatives, and Avalara will work together to ensure a collaborative response to the audit.
- Upon first becoming aware of a potential error related to an incorrect result by Avalara, Customer must take reasonable steps to mitigate its losses, including, but not limited to, changing taxability determinations or calculations for ongoing transactions and rebilling customers for the uncollected tax.
- For purposes of calculating the amount of the AvaTax fees paid that are eligible for the Accuracy Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for AvaTax, and the time period will be the 365 days preceding the issuance of the negative audit finding (e.g., in the case of a negative finding issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, for purposes of this calculation, the fees paid for AvaTax do not include activation fees, any fees for ancillary Professional Services, fees for add-on Services or features, or any other one-time fees. Payments under this Accuracy Guarantee are subject to and in satisfaction of the limitations in the Terms (e.g., Section 12(b) (Limitation of Liability)).
- If the audit implicated other issues in addition to the alleged incorrect result provided by Avalara, the amount to be paid by Avalara under the Accuracy Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged incorrect result provided by Avalara.
- Avalara shall make the Accuracy Guarantee payment to Customer after the date that Customer receives the final assessment notice from the applicable taxing authority, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case, Customer’s obligation to continue to assist Avalara in contesting the audit will cease on the date of the payment.
- Customer must have a current AvaTax subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under the Accuracy Guarantee.
- Add-On Services and Features.
- AvaTax for Accounts Payable. Customer is solely responsible for all use tax accrual positions taken, as well as the accuracy of data input into the Services regarding Customer’s purchases, vendors, and related Documents.
- Age Verification for Beverage Alcohol.
- Fees. Customer shall pay the fees set forth in the Order Document signed by the Customer. Avalara reserves the right to bill Customer a Minimum Age Verification Fee.
- Permitted Uses. Customer will only use the Age Verification Service for the purpose of checking age in connection with an AvaTax for Beverage Alcohol transaction. Customer will not use Age Verification (1) for any “permissible purpose” under the Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq.) (“FCRA”) or use any of the information it receives through Age Verification to take any “adverse action,” as that term is defined in the FCRA; (2) in violation of the provisions of and regulations pursuant to the Drivers Privacy Protection Act (18 U.S.C. Section 2721 et seq.); (3) other than pursuant to an exception of the privacy provisions of and regulations issued pursuant to the Gramm-Leach-Bliley Act (15 U.S.C. Sec. 6801 et seq.); (4) in violation of any Applicable Laws related to the collection and disclosure of scanned state issued identity documents and, where required by Applicable Law, will obtain appropriate consent from any individual who submits their data to Age Verification; or (5) in violation of such other future legislation that Avalara determines limits the use of Age Verification.
- Review. For so long as Customer is receiving Age Verification, and for one year after that, Avalara will have the right at its expense to review, via Customer’s responses to a questionnaire, Customer’s compliance with the terms of the Agreement as it relates to Age Verification. Such review may be conducted during normal business hours upon 48 hours written notice.
- Third Party Data Providers. Customer acknowledges that the provision of Age Verification depends on data being provided by third party data providers. Avalara is not responsible for any such data providers and will not be liable for their failure or inability to provide such data elements. AVALARA DOES NOT WARRANT THE ACCURACY, INTEGRITY, OR COMPLETENESS OF CONSUMER OR OTHER DATA UTILIZED, STORED, OR TRANSMITTED AS PART OF THE SERVICES. If Avalara’s agreement with such third-party data provider is terminated for any reason, Customer acknowledges that Avalara may not be able to provide Age Verification. In such case, as Customer’s sole and exclusive remedy, Avalara will refund prepaid, unused fees for the remainder of the Age Verification subscription term.
- Deviations from the Terms.
- Planned Downtime. Avalara will provide at least two days’ notice of planned downtime.
- AvaTax Cross Border.
- Customs Transaction Usage. If Customer records an International Tax Transaction that includes a pre-classified harmonized tariff code, then Avalara will count the customs duty and import tax calculations performed as a “Customs Transaction.” Customs Transaction usage is calculated using the methodology set forth in Section 1(k) (Transactions) above, and the specific number of Transactions used for each Customs Transaction will be 1.75 Transactions.
- Estimated Customs Transaction Usage. If enabled, AvaTax Cross-Border may provide estimated customs charges when Customer provides an item description in lieu of providing a full country-specific tariff code. Avalara will count the customs duty and import tax calculations performed as an “Estimated Customs Transaction.” Estimated Customs Transaction usage is calculated using the methodology set forth in Section 1(k) (Transactions) above, and the specific number of Transactions used for each Estimated Customs Transaction will be 2.0 Transactions. Customer is responsible for any variance between the estimated customs charges in the Estimated Customs Transaction and the actual customs charges owed to an applicable government authority. The HS Code provided by Avalara is provided for informational purposes only and should not be referenced on customs filings. Customer may adjust the estimation pricing strategy in Customer’s Account (for example, minimum/maximum/median approach).
- AvaTax Data Storage. If Customer purchases extended data storage, Avalara shall provide Customer access to older transaction data as outlined in the Documentation. Avalara sells access to stored Documents in increments of Storage Units.
- Cross Border Estimated. The Service-Specific Supplemental Terms for Cross-Border Estimated can be found at https://legal.avalara.com/product-terms.html#crossborderestimated.
- Edge for AvaTax.
- Fees. Customer must subscribe to AvaTax to use AEA. Customer’s AEA usage tier must be the same as Customer’s AvaTax usage tier, and usage of AEA will be charged against Customer’s AvaTax subscription.
- Deviations from the Terms.
- No Accuracy Guarantee. The Accuracy Guarantee does not apply to AEA.
- Shipping Verification for Beverage Alcohol. Avalara has no duty to provide an update if applicable limits change after Avalara provides a determination, including, for a future shipping date. Customer may not use Shipping Verification determinations for any purpose other than checking its own beverage alcohol shipping compliance.
Effective May 1st 2024 to December 31st 2024
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These AvaTax Supplemental Terms (“AvaTax Terms”) govern Customer’s use of AvaTax, AvaTax add-on products and features, and other Services that may require an AvaTax Account. These AvaTax Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these AvaTax Terms and not defined shall have the meaning given in the Terms.
- AvaTax.
- Transaction Calculations. Fees for usage of AvaTax are based on the number of Transactions used in AvaTax by Customer. Avalara will charge a number of “Transactions” used each day equal to the greater of the results of (i) or (ii) below:
- The number of Documents recorded; or
- The number of API calls to the tax calculation service recorded, divided by 10.
In addition to the Transactions counted under (i) or (ii) above, every 10 API calls to the address validation service, other than API calls that are specifically associated with a tax calculation, will count as one Transaction. The number of Transactions used will be measured daily. For purposes of calculating Transactions used, fractional Transactions will be rounded up to the next whole number.
- Document Calculations. A “Document” is any record that is entered, uploaded, or otherwise recorded in AvaTax by Customer. Documents include, for example, committed sales invoices, purchase invoices, inventory transfer invoices, return invoices, and committed ecommerce shopping carts. Each such record will count as one Document for purposes of calculating usage of AvaTax, as will each subsequent alteration of the record. All such records will be considered Documents, regardless of the tax result generated by AvaTax, except for records on which no tax is calculated solely because the Customer has configured AvaTax to not calculate tax because the Customer does not have nexus in that jurisdiction. For purposes of calculating Document usage, each Document is assumed to have 35 or fewer invoice lines. If the ratio of invoice lines per Document exceeds 35/1 in any day, the number of Documents counted for that day will be the total number of invoice lines in that day divided by 35.
- International Tax Transaction Calculations. Avalara will count any Documents or API calls where the ship-from and ship-to addresses are in different countries as “International Tax Transactions.” International Tax Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Usage) above, and the specific number of Transactions used for each International Tax Transaction will be 1.15 Transactions.
- AvaTax Account Usage Tier. Certain add-on products and features and other Services accessed through Customer’s AvaTax Account may require the same usage tier.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific Document or API call for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer (“AvaTax Content License”).
- Transaction Calculations. Fees for usage of AvaTax are based on the number of Transactions used in AvaTax by Customer. Avalara will charge a number of “Transactions” used each day equal to the greater of the results of (i) or (ii) below:
- AvaTax Data Storage.
- Included Storage. AvaTax includes access to stored transaction data (i) for customers who have AvaTax subscriptions but not subscriptions for Avalara Managed Returns for Accountants, Avalara Returns, Avalara Returns for Accountants, or Avalara Returns for Small Business (“Returns Services), for the current and previous calendar years; and (ii) for customers who have an AvaTax subscription plus subscriptions to any Returns Services, for the current and previous four calendar years.
- Extended Storage. Avalara will charge a fee for access to older transaction data. Fees for access to older transaction data are based on the number of “Stored Documents” recorded prior to the previous calendar year for AvaTax customers and prior to the previous four calendar years for AvaTax and Returns Services customers. Avalara will charge the number of Stored Documents equal to the greater of (i) the number of Documents recorded; or (ii) the total number of invoice lines in the Documents recorded divided by 35. Avalara sells access to Stored Documents in increments of 25,000 (each increment, a “Storage Unit”). For Customers who have cancelled all subscriptions and need access only, Avalara Data Storage includes access to all transaction data.
- AvaTax Accuracy Guarantee. Avalara provides a guarantee of the accuracy of U.S. sales tax calculation results provided by AvaTax (the “Accuracy Guarantee”) under the following terms:
- If Customer suffers a negative audit finding that results in financial loss due to an incorrect sales tax calculation result returned by AvaTax, Avalara shall pay Customer the lesser of either: (i) the amount of the penalties, interest, and uncollected sales or use taxes that directly result from the incorrect result, as specified in the final assessment notice received from the applicable taxing authority after all administrative appeals and abatement options are exhausted; or (ii) the amount of the AvaTax fees paid during the year preceding the negative audit finding (calculated as described in subsection (c) below).
- The following limitations apply to the Accuracy Guarantee:
- Customer must have properly set up, configured, and maintained its tax profile and Customer Data on the Avalara system and have correctly classified items sold by Customer. To the extent that the incorrect result was caused by Customer’s failure to properly set up, configure, or maintain its tax profile or Customer Data, Avalara will not be responsible for the incorrect result.
- Avalara will not be responsible for the incorrect result to the extent that it was caused by the failure of the applicable taxing authority to timely and accurately provide or update correct and current tax rates, boundaries, rules, and classifications.
- Customer must provide notice to Avalara no later than the earlier of either: (1) 10 days after the taxing authority’s finding of a negative audit assessment; or (2) 45 days after the date that Customer identifies, or the taxing authority initially identifies to Customer, an issue that relates to the alleged incorrect result provided by Avalara. Such notice must be sent to accuracy@avalara.com.
- Customer must provide full and timely assistance to Avalara in confirming the nature and occurrence of the alleged error, including providing Avalara with access to its relevant financial reporting records, transaction logs, reports, and all other relevant information reasonably related to the alleged error.
- Customer must provide full and timely assistance to Avalara in challenging the taxing authority findings if Avalara, in its sole discretion, determines them to be incorrect. To the extent that an audit assessment involves other issues in addition to the alleged incorrect result from Avalara, Customer, its Representatives, and Avalara will work together to ensure a collaborative response to the audit.
- Upon first becoming aware of a potential error related to an incorrect result by Avalara, Customer must take reasonable steps to mitigate its losses, including, but not limited to, changing taxability determinations or calculations for ongoing transactions and rebilling customers for the uncollected tax.
- For purposes of calculating the amount of the AvaTax fees paid that are eligible for the Accuracy Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for AvaTax, and the time period will be the 365 days preceding the issuance of the negative audit finding (e.g., in the case of a negative finding issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, for purposes of this calculation, the fees paid for AvaTax do not include activation fees, any fees for ancillary Professional Services, or any other one-time fees, and payments under this Accuracy Guarantee are subject to the limitations in the Terms (e.g., Section 12(b) (Limitation of Liability)).
- If the audit implicated other issues in addition to the alleged incorrect result provided by Avalara, the amount to be paid by Avalara under the Accuracy Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged incorrect result provided by Avalara.
- Avalara shall make the Accuracy Guarantee payment to Customer after the date that Customer receives the final assessment notice from the applicable taxing authority, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case, Customer’s obligation to continue to assist Avalara in contesting the audit will cease on the date of the payment.
f. The Accuracy Guarantee only applies to sales tax calculation results provided by the AvaTax Service after October 15, 2015. Customer must have a current AvaTax subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under the Accuracy Guarantee.
- AvaTax Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to AvaTax by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercises Customer’s termination rights under this Section 4 (AvaTax Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for AvaTax.
- Add-On Products and Features.
- AvaTax for Accounts Payable. Customer is solely responsible for all use tax accrual positions taken, as well as the accuracy of data input into the Services regarding Customer’s purchases, vendors, and related Documents.
- Age Verification for Beverage Alcohol. “Age Verification” means the optional add-on feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s client’s age, as submitted through an AvaTax for Beverage Alcohol transaction, against a third-party provided identity verification database.
- Fees. Customer shall pay the fees set forth in the Order Document signed by the Customer. Fees for usage of Age Verification are based on Customer’s usage of Age Verification. Avalara reserves the right to bill Customer a monthly minimum Age Verification fee (“Minimum Age Verification Fee”).
- Permitted Uses. Customer will only use the Age Verification Service for the purpose of checking age in connection with an AvaTax for Beverage Alcohol transaction. Customer will not use Age Verification (i) for any “permissible purpose” under the Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq.) (“FCRA”) or use any of the information it receives through Age Verification to take any “adverse action,” as that term is defined in the FCRA; (ii) in violation of the provisions of and regulations pursuant to the Drivers Privacy Protection Act (18 U.S.C. Section 2721 et seq.); (iii) other than pursuant to an exception of the privacy provisions of and regulations issued pursuant to the Gramm-Leach-Bliley Act (15 U.S.C. Sec. 6801 et seq.) (“GLBA”); (iv) in violation of any Applicable Laws related to the collection and disclosure of scanned state issued identity documents and, where required by Applicable Law, will obtain appropriate consent from any individual who submits their data to Age Verification; or (v) in violation of such other future legislation that Avalara determines limits the use of Age Verification.
- Review. For so long as Customer is receiving Age Verification, and for one year after that, Avalara will have the right at its expense to review, via Customer’s responses to a questionnaire, Customer’s compliance with the terms of the Agreement as it relates to Age Verification. Such review may be conducted during normal business hours upon 48 hours written notice.
- Third Party Data Providers. Customer acknowledges that the provision of Age Verification depends on data being provided by third party data providers. Avalara is not responsible for any such data providers and will not be liable for their failure or inability to provide such data elements. AVALARA DOES NOT WARRANT THE ACCURACY, INTEGRITY, OR COMPLETENESS OF CONSUMER OR OTHER DATA UTILIZED, STORED, OR TRANSMITTED AS PART OF THE SERVICES. If Avalara’s agreement with such third-party data provider is terminated for any reason, Customer acknowledges that Avalara may not be able to provide Age Verification. In such case, as Customer’s sole and exclusive remedy, Avalara will refund prepaid, unused fees for the remainder of the Age Verification subscription term.
- Deviations from the Terms. For Age Verification for Beverage Alcohol:
- Planned Downtime. Avalara will provide at least two days’ notice of planned downtime.
- AvaTax Cross-Border.
- Customs Transactions. If Customer records an International Tax Transaction (defined in Section 1(c) (International Tax Transaction Calculations)) that includes a pre-classified harmonized tariff code, then Avalara will count the customs duty and import tax calculations performed as a “Customs Transaction.” Customs Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Calculations) above, and the specific number of Transactions used for each Customs Transaction will be 1.75 Transactions.
- Estimated Customs Transactions. If Customer configures AvaTax Cross-Border to provide estimated customs charges based on Customer’s item description in lieu of providing a full country-specific tariff code, Avalara will identify a set of probable harmonized system (HS) codes for duty and import tax calculation using a Customer-configurable strategy (for example, a minimum/maximum/average approach). Avalara will count the customs duty and import tax calculations performed as an “Estimated Customs Transaction.” Estimated Customs Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Calculations) above, and the specific number of Transactions used for each Estimated Customs Transaction will be 2.0 Transactions. Customer is responsible for any variance between the estimated customs charges in the Estimated Customs Transaction and the actual customs charges owed to an applicable government authority.
- Cross-Border Estimated.
- Customer shall provide Avalara with a valid country-specific HS code per line item to calculate customs duties.
- If Customer does not provide a valid HS code for an item in an API call to the Service, (i) Avalara will identify a set of probable HS codes for duty and import tax calculation using a Customer-configurable strategy (for example, a min/max/avg approach); or (ii) Customer shall provide a sufficient natural-language description for each item and the information specified in the Documentation or otherwise reasonably requested by Avalara to perform the Service.
- Fees for Cross-Border Estimated are based on the number of individual API calls to Cross-Border Estimated.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific API call for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- Deviations from the Terms. For Cross-Border Estimated:
- No Automatic Upgrade. Customer's Cross-Border Estimated subscription will not be automatically upgraded to the next highest subscription tier.
- Edge for AvaTax. “AEA” means Avalara’s AvaTax software provisioned to Customer by Avalara.
- Pricing. Customer must subscribe to AvaTax to use AEA. Customer’s AEA usage tier must be the same as Customer’s AvaTax usage tier, and usage of AEA will be charged against Customer’s AvaTax subscription.
- Deviations from the Terms. For AEA:
- No Accuracy Guarantee. The Accuracy Guarantee does not apply to AEA.
- Shipping Verification for Beverage Alcohol. “Shipping Verification” means the feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s beverage alcohol transactions against a database of shipping rules and restrictions. Avalara has no duty to provide an update if applicable limits change after Avalara provides a determination, including for a future shipping date. Customer may not use determinations for any purpose other than checking its own beverage alcohol shipping compliance.
- AvaTax for Accounts Payable. Customer is solely responsible for all use tax accrual positions taken, as well as the accuracy of data input into the Services regarding Customer’s purchases, vendors, and related Documents.
Effective December 29th 2023 to May 1st 2024
DownloadTable of Contents
These AvaTax Supplemental Terms (“AvaTax Terms”) govern Customer’s use of AvaTax, AvaTax add-on products and features, and other Services that may require an AvaTax Account. These AvaTax Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these AvaTax Terms and not defined shall have the meaning given in the Terms.
- AvaTax.
- Transaction Calculations. Fees for usage of AvaTax are based on the number of Transactions used in AvaTax by Customer. Avalara will charge a number of “Transactions” used each day equal to the greater of the results of (i) or (ii) below:
- The number of Documents recorded; or
- The number of API calls to the tax calculation service recorded, divided by 10.
In addition to the Transactions counted under (i) or (ii) above, every 10 API calls to the address validation service, other than API calls that are specifically associated with a tax calculation, will count as one Transaction. The number of Transactions used will be measured daily. For purposes of calculating Transactions used, fractional Transactions will be rounded up to the next whole number.
- Document Calculations. A “Document” is any record that is entered, uploaded, or otherwise recorded in AvaTax by Customer. Documents include, for example, committed sales invoices, purchase invoices, inventory transfer invoices, return invoices, and committed ecommerce shopping carts. Each such record will count as one Document for purposes of calculating usage of AvaTax, as will each subsequent alteration of the record. All such records will be considered Documents, regardless of the tax result generated by AvaTax, except for records on which no tax is calculated solely because the Customer has configured AvaTax to not calculate tax because the Customer does not have nexus in that jurisdiction. For purposes of calculating Document usage, each Document is assumed to have 35 or fewer invoice lines. If the ratio of invoice lines per Document exceeds 35/1 in any day, the number of Documents counted for that day will be the total number of invoice lines in that day divided by 35.
- International Tax Transaction Calculations. Avalara will count any Documents or API calls where the ship-from and ship-to addresses are in different countries as “International Tax Transactions.” International Tax Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Usage) above, and the specific number of Transactions used for each International Tax Transaction will be 1.15 Transactions.
- AvaTax Account Usage Tier. Certain add-on products and features and other Services accessed through Customer’s AvaTax Account may require the same usage tier.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific Document or API call for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer (“AvaTax Content License”).
- Transaction Calculations. Fees for usage of AvaTax are based on the number of Transactions used in AvaTax by Customer. Avalara will charge a number of “Transactions” used each day equal to the greater of the results of (i) or (ii) below:
- AvaTax Data Storage.
- Included Storage. AvaTax includes access to stored transaction data (i) for customers who have AvaTax subscriptions but not subscriptions for Avalara Managed Returns for Accountants, Avalara Returns, Avalara Returns for Accountants, or Avalara Returns for Small Business (“Returns Services), for the current and previous calendar years; and (ii) for customers who have an AvaTax subscription plus subscriptions to any Returns Services, for the current and previous four calendar years.
- Extended Storage. Avalara will charge a fee for access to older transaction data. Fees for access to older transaction data are based on the number of “Stored Documents” recorded prior to the previous calendar year for AvaTax customers and prior to the previous four calendar years for AvaTax and Returns Services customers. Avalara will charge the number of Stored Documents equal to the greater of (i) the number of Documents recorded; or (ii) the total number of invoice lines in the Documents recorded divided by 35. Avalara sells access to Stored Documents in increments of 25,000 (each increment, a “Storage Unit”). For Customers who have cancelled all subscriptions and need access only, Avalara Data Storage includes access to all transaction data.
- AvaTax Accuracy Guarantee. Avalara provides a guarantee of the accuracy of U.S. sales tax calculation results provided by AvaTax (the “Accuracy Guarantee”) under the following terms:
- If Customer suffers a negative audit finding that results in financial loss due to an incorrect sales tax calculation result returned by AvaTax, Avalara shall pay Customer the lesser of either: (i) the amount of the penalties, interest, and uncollected sales or use taxes that directly result from the incorrect result, as specified in the final assessment notice received from the applicable taxing authority after all administrative appeals and abatement options are exhausted; or (ii) the amount of the AvaTax fees paid during the year preceding the negative audit finding (calculated as described in subsection (c) below).
- The following limitations apply to the Accuracy Guarantee:
- Customer must have properly set up, configured, and maintained its tax profile and Customer Data on the Avalara system and have correctly classified items sold by Customer. To the extent that the incorrect result was caused by Customer’s failure to properly set up, configure, or maintain its tax profile or Customer Data, Avalara will not be responsible for the incorrect result.
- Avalara will not be responsible for the incorrect result to the extent that it was caused by the failure of the applicable taxing authority to timely and accurately provide or update correct and current tax rates, boundaries, rules, and classifications.
- Customer must provide notice to Avalara no later than the earlier of either: (1) 10 days after the taxing authority’s finding of a negative audit assessment; or (2) 45 days after the date that Customer identifies, or the taxing authority initially identifies to Customer, an issue that relates to the alleged incorrect result provided by Avalara. Such notice must be sent to accuracy@avalara.com.
- Customer must provide full and timely assistance to Avalara in confirming the nature and occurrence of the alleged error, including providing Avalara with access to its relevant financial reporting records, transaction logs, reports, and all other relevant information reasonably related to the alleged error.
- Customer must provide full and timely assistance to Avalara in challenging the taxing authority findings if Avalara, in its sole discretion, determines them to be incorrect. To the extent that an audit assessment involves other issues in addition to the alleged incorrect result from Avalara, Customer, its Representatives, and Avalara will work together to ensure a collaborative response to the audit.
- Upon first becoming aware of a potential error related to an incorrect result by Avalara, Customer must take reasonable steps to mitigate its losses, including, but not limited to, changing taxability determinations or calculations for ongoing transactions and rebilling customers for the uncollected tax.
- For purposes of calculating the amount of the AvaTax fees paid that are eligible for the Accuracy Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for AvaTax, and the time period will be the 365 days preceding the issuance of the negative audit finding (e.g., in the case of a negative finding issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, for purposes of this calculation, the fees paid for AvaTax do not include activation fees, any fees for ancillary Professional Services, or any other one-time fees, and payments under this Accuracy Guarantee are subject to the limitations in the Terms (e.g., Section 12(b) (Limitation of Liability)).
- If the audit implicated other issues in addition to the alleged incorrect result provided by Avalara, the amount to be paid by Avalara under the Accuracy Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged incorrect result provided by Avalara.
- Avalara shall make the Accuracy Guarantee payment to Customer after the date that Customer receives the final assessment notice from the applicable taxing authority, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case, Customer’s obligation to continue to assist Avalara in contesting the audit will cease on the date of the payment.
f. The Accuracy Guarantee only applies to sales tax calculation results provided by the AvaTax Service after October 15, 2015. Customer must have a current AvaTax subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under the Accuracy Guarantee.
- AvaTax Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to AvaTax by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercises Customer’s termination rights under this Section 4 (AvaTax Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for AvaTax.
- Add-On Products and Features.
- Age Verification for Beverage Alcohol. “Age Verification” means the optional add-on feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s client’s age, as submitted through an AvaTax for Beverage Alcohol transaction, against a third-party provided identity verification database.
- Fees. Customer shall pay the fees set forth in the Order Document signed by the Customer. Fees for usage of Age Verification are based on Customer’s usage of Age Verification. Avalara reserves the right to bill Customer a monthly minimum Age Verification fee (“Minimum Age Verification Fee”).
- Permitted Uses. Customer will only use the Age Verification Service for the purpose of checking age in connection with an AvaTax for Beverage Alcohol transaction. Customer will not use Age Verification (i) for any “permissible purpose” under the Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq.) (“FCRA”) or use any of the information it receives through Age Verification to take any “adverse action,” as that term is defined in the FCRA; (ii) in violation of the provisions of and regulations pursuant to the Drivers Privacy Protection Act (18 U.S.C. Section 2721 et seq.); (iii) other than pursuant to an exception of the privacy provisions of and regulations issued pursuant to the Gramm-Leach-Bliley Act (15 U.S.C. Sec. 6801 et seq.) (“GLBA”); (iv) in violation of any Applicable Laws related to the collection and disclosure of scanned state issued identity documents and, where required by Applicable Law, will obtain appropriate consent from any individual who submits their data to Age Verification; or (v) in violation of such other future legislation that Avalara determines limits the use of Age Verification.
- Review. For so long as Customer is receiving Age Verification, and for one year after that, Avalara will have the right at its expense to review, via Customer’s responses to a questionnaire, Customer’s compliance with the terms of the Agreement as it relates to Age Verification. Such review may be conducted during normal business hours upon 48 hours written notice.
- Third Party Data Providers. Customer acknowledges that the provision of Age Verification depends on data being provided by third party data providers. Avalara is not responsible for any such data providers and will not be liable for their failure or inability to provide such data elements. AVALARA DOES NOT WARRANT THE ACCURACY, INTEGRITY, OR COMPLETENESS OF CONSUMER OR OTHER DATA UTILIZED, STORED, OR TRANSMITTED AS PART OF THE SERVICES. If Avalara’s agreement with such third-party data provider is terminated for any reason, Customer acknowledges that Avalara may not be able to provide Age Verification. In such case, as Customer’s sole and exclusive remedy, Avalara will refund prepaid, unused fees for the remainder of the Age Verification subscription term.
- Deviations from the Terms. For Age Verification for Beverage Alcohol:
- Planned Downtime. Avalara will provide at least two days’ notice of planned downtime.
- AvaTax Cross-Border.
- Customs Transactions. If Customer records an International Tax Transaction (defined in Section 1(c) (International Tax Transaction Calculations)) that includes a pre-classified harmonized tariff code, then Avalara will count the customs duty and import tax calculations performed as a “Customs Transaction.” Customs Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Calculations) above, and the specific number of Transactions used for each Customs Transaction will be 1.75 Transactions.
- Estimated Customs Transactions. If Customer configures AvaTax Cross-Border to provide estimated customs charges based on Customer’s item description in lieu of providing a full country-specific tariff code, Avalara will identify a set of probable harmonized system (HS) codes for duty and import tax calculation using a Customer-configurable strategy (for example, a minimum/maximum/average approach). Avalara will count the customs duty and import tax calculations performed as an “Estimated Customs Transaction.” Estimated Customs Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Calculations) above, and the specific number of Transactions used for each Estimated Customs Transaction will be 2.0 Transactions. Customer is responsible for any variance between the estimated customs charges in the Estimated Customs Transaction and the actual customs charges owed to an applicable government authority.
- Cross-Border Estimated.
- Customer shall provide Avalara with a valid country-specific HS code per line item to calculate customs duties.
- If Customer does not provide a valid HS code for an item in an API call to the Service, (i) Avalara will identify a set of probable HS codes for duty and import tax calculation using a Customer-configurable strategy (for example, a min/max/avg approach); or (ii) Customer shall provide a sufficient natural-language description for each item and the information specified in the Documentation or otherwise reasonably requested by Avalara to perform the Service.
- Fees for Cross-Border Estimated are based on the number of individual API calls to Cross-Border Estimated.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific API call for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- Deviations from the Terms. For Cross-Border Estimated:
- No Automatic Upgrade. Customer's Cross-Border Estimated subscription will not be automatically upgraded to the next highest subscription tier.
- Edge for AvaTax. “AEA” means Avalara’s AvaTax software provisioned to Customer by Avalara.
- Pricing. Customer must subscribe to AvaTax to use AEA. Customer’s AEA usage tier must be the same as Customer’s AvaTax usage tier, and usage of AEA will be charged against Customer’s AvaTax subscription.
- Deviations from the Terms. For AEA:
- No Accuracy Guarantee. The Accuracy Guarantee does not apply to AEA.
- Shipping Verification for Beverage Alcohol. “Shipping Verification” means the feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s beverage alcohol transactions against a database of shipping rules and restrictions. Avalara has no duty to provide an update if applicable limits change after Avalara provides a determination, including for a future shipping date. Customer may not use determinations for any purpose other than checking its own beverage alcohol shipping compliance.
- Age Verification for Beverage Alcohol. “Age Verification” means the optional add-on feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s client’s age, as submitted through an AvaTax for Beverage Alcohol transaction, against a third-party provided identity verification database.
Effective November 1st 2023 to December 29th 2023
DownloadTable of Contents
These AvaTax Supplemental Terms (“AvaTax Terms”) govern Customer’s use of AvaTax, AvaTax add-on products and features, and other Services that may require an AvaTax Account. These AvaTax Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these AvaTax Terms and not defined shall have the meaning given in the Terms.
- AvaTax.
- Transaction Calculations. Fees for usage of AvaTax are based on the number of Transactions used in AvaTax by Customer. Avalara will charge a number of “Transactions” used each day equal to the greater of the results of (i) or (ii) below:
- The number of Documents recorded; or
- The number of API calls to the tax calculation service recorded, divided by 10.
In addition to the Transactions counted under (i) or (ii) above, every 10 API calls to the address validation service, other than API calls that are specifically associated with a tax calculation, will count as one Transaction. The number of Transactions used will be measured daily. For purposes of calculating Transactions used, fractional Transactions will be rounded up to the next whole number.
- Document Calculations. A “Document” is any record that is entered, uploaded, or otherwise recorded in AvaTax by Customer. Documents include, for example, committed sales invoices, purchase invoices, inventory transfer invoices, return invoices, and committed ecommerce shopping carts. Each such record will count as one Document for purposes of calculating usage of AvaTax, as will each subsequent alteration of the record. All such records will be considered Documents, regardless of the tax result generated by AvaTax, except for records on which no tax is calculated solely because the Customer has configured AvaTax to not calculate tax because the Customer does not have nexus in that jurisdiction. For purposes of calculating Document usage, each Document is assumed to have 35 or fewer invoice lines. If the ratio of invoice lines per Document exceeds 35/1 in any day, the number of Documents counted for that day will be the total number of invoice lines in that day divided by 35.
- International Tax Transaction Calculations. Avalara will count any Documents or API calls where the ship-from and ship-to addresses are in different countries as “International Tax Transactions.” International Tax Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Usage) above, and the specific number of Transactions used for each International Tax Transaction will be 1.15 Transactions.
- AvaTax Account Usage Tier. Certain add-on products and features and other Services accessed through Customer’s AvaTax Account may require the same usage tier.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific Document or API call for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer (“AvaTax Content License”).
- Transaction Calculations. Fees for usage of AvaTax are based on the number of Transactions used in AvaTax by Customer. Avalara will charge a number of “Transactions” used each day equal to the greater of the results of (i) or (ii) below:
- AvaTax Data Storage.
- Included Storage. AvaTax includes access to stored transaction data (i) for customers who have AvaTax subscriptions but not subscriptions for Avalara Managed Returns for Accountants, Avalara Returns, Avalara Returns for Accountants, or Avalara Returns for Small Business (“Returns Services), for the current and previous calendar years; and (ii) for customers who have an AvaTax subscription plus subscriptions to any Returns Services, for the current and previous four calendar years.
- Extended Storage. Avalara will charge a fee for access to older transaction data. Fees for access to older transaction data are based on the number of “Stored Documents” recorded prior to the previous calendar year for AvaTax customers and prior to the previous four calendar years for AvaTax and Returns Services customers. Avalara will charge the number of Stored Documents equal to the greater of (i) the number of Documents recorded; or (ii) the total number of invoice lines in the Documents recorded divided by 35. Avalara sells access to Stored Documents in increments of 25,000 (each increment, a “Storage Unit”). For Customers who have cancelled all subscriptions and need access only, Avalara Data Storage includes access to all transaction data.
- AvaTax Accuracy Guarantee. Avalara provides a guarantee of the accuracy of U.S. sales tax calculation results provided by AvaTax (the “Accuracy Guarantee”) under the following terms:
- If Customer suffers a negative audit finding that results in financial loss due to an incorrect sales or use tax calculation result returned by AvaTax, Avalara shall pay Customer the lesser of either: (i) the amount of the penalties, interest, and uncollected sales or use taxes that directly result from the incorrect result, as specified in the final assessment notice received from the applicable taxing authority after all administrative appeals and abatement options are exhausted; or (ii) the amount of the AvaTax fees paid during the year preceding the negative audit finding (calculated as described in subsection (c) below).
- The following limitations apply to the Accuracy Guarantee:
- Customer must have properly set up, configured, and maintained its tax profile and Customer Data on the Avalara system and have correctly classified items sold by Customer. To the extent that the incorrect result was caused by Customer’s failure to properly set up, configure, or maintain its tax profile or Customer Data, Avalara will not be responsible for the incorrect result.
- Avalara will not be responsible for the incorrect result to the extent that it was caused by the failure of the applicable taxing authority to timely and accurately provide or update correct and current tax rates, boundaries, rules, and classifications.
- Customer must provide notice to Avalara no later than the earlier of either: (1) 10 days after the taxing authority’s finding of a negative audit assessment; or (2) 45 days after the date that Customer identifies, or the taxing authority initially identifies to Customer, an issue that relates to the alleged incorrect result provided by Avalara. Such notice must be sent to accuracy@avalara.com.
- Customer must provide full and timely assistance to Avalara in confirming the nature and occurrence of the alleged error, including providing Avalara with access to its relevant financial reporting records, transaction logs, reports, and all other relevant information reasonably related to the alleged error.
- Customer must provide full and timely assistance to Avalara in challenging the taxing authority findings if Avalara, in its sole discretion, determines them to be incorrect. To the extent that an audit assessment involves other issues in addition to the alleged incorrect result from Avalara, Customer, its Representatives, and Avalara will work together to ensure a collaborative response to the audit.
- Upon first becoming aware of a potential error related to an incorrect result by Avalara, Customer must take reasonable steps to mitigate its losses, including, but not limited to, changing taxability determinations or calculations for ongoing transactions and rebilling customers for the uncollected tax.
- For purposes of calculating the amount of the AvaTax fees paid that are eligible for the Accuracy Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for AvaTax, and the time period will be the 365 days preceding the issuance of the negative audit finding (e.g., in the case of a negative finding issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, for purposes of this calculation, the fees paid for AvaTax do not include activation fees, any fees for ancillary Professional Services, or any other one-time fees, and payments under this Accuracy Guarantee are subject to the limitations in the Terms (e.g., Section 12(b) (Limitation of Liability)).
- If the audit implicated other issues in addition to the alleged incorrect result provided by Avalara, the amount to be paid by Avalara under the Accuracy Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged incorrect result provided by Avalara.
- Avalara shall make the Accuracy Guarantee payment to Customer after the date that Customer receives the final assessment notice from the applicable taxing authority, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case, Customer’s obligation to continue to assist Avalara in contesting the audit will cease on the date of the payment.
f. The Accuracy Guarantee only applies to sales tax calculation results provided by the AvaTax Service after October 15, 2015. Customer must have a current AvaTax subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under the Accuracy Guarantee.
- AvaTax Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to AvaTax by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercises Customer’s termination rights under this Section 4 (AvaTax Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for AvaTax.
- Add-On Products and Features.
- Age Verification for Beverage Alcohol. “Age Verification” means the optional add-on feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s client’s age, as submitted through an AvaTax for Beverage Alcohol transaction, against a third-party provided identity verification database.
- Fees. Customer shall pay the fees set forth in the Order Document signed by the Customer. Fees for usage of Age Verification are based on Customer’s usage of Age Verification. Avalara reserves the right to bill Customer a monthly minimum Age Verification fee (“Minimum Age Verification Fee”).
- Permitted Uses. Customer will only use the Age Verification Service for the purpose of checking age in connection with an AvaTax for Beverage Alcohol transaction. Customer will not use Age Verification (i) for any “permissible purpose” under the Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq.) (“FCRA”) or use any of the information it receives through Age Verification to take any “adverse action,” as that term is defined in the FCRA; (ii) in violation of the provisions of and regulations pursuant to the Drivers Privacy Protection Act (18 U.S.C. Section 2721 et seq.); (iii) other than pursuant to an exception of the privacy provisions of and regulations issued pursuant to the Gramm-Leach-Bliley Act (15 U.S.C. Sec. 6801 et seq.) (“GLBA”); (iv) in violation of any Applicable Laws related to the collection and disclosure of scanned state issued identity documents and, where required by Applicable Law, will obtain appropriate consent from any individual who submits their data to Age Verification; or (v) in violation of such other future legislation that Avalara determines limits the use of Age Verification.
- Review. For so long as Customer is receiving Age Verification, and for one year after that, Avalara will have the right at its expense to review, via Customer’s responses to a questionnaire, Customer’s compliance with the terms of the Agreement as it relates to Age Verification. Such review may be conducted during normal business hours upon 48 hours written notice.
- Third Party Data Providers. Customer acknowledges that the provision of Age Verification depends on data being provided by third party data providers. Avalara is not responsible for any such data providers and will not be liable for their failure or inability to provide such data elements. AVALARA DOES NOT WARRANT THE ACCURACY, INTEGRITY, OR COMPLETENESS OF CONSUMER OR OTHER DATA UTILIZED, STORED, OR TRANSMITTED AS PART OF THE SERVICES. If Avalara’s agreement with such third-party data provider is terminated for any reason, Customer acknowledges that Avalara may not be able to provide Age Verification. In such case, as Customer’s sole and exclusive remedy, Avalara will refund prepaid, unused fees for the remainder of the Age Verification subscription term.
- Deviations from the Terms. For Age Verification for Beverage Alcohol:
- Planned Downtime. Avalara will provide at least two days’ notice of planned downtime.
- AvaTax Cross-Border.
- Customs Transactions. If Customer records an International Tax Transaction (defined in Section 1(c) (International Tax Transaction Calculations)) that includes a pre-classified harmonized tariff code, then Avalara will count the customs duty and import tax calculations performed as a “Customs Transaction.” Customs Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Calculations) above, and the specific number of Transactions used for each Customs Transaction will be 1.75 Transactions.
- Estimated Customs Transactions. If Customer configures AvaTax Cross-Border to provide estimated customs charges based on Customer’s item description in lieu of providing a full country-specific tariff code, Avalara will identify a set of probable harmonized system (HS) codes for duty and import tax calculation using a Customer-configurable strategy (for example, a minimum/maximum/average approach). Avalara will count the customs duty and import tax calculations performed as an “Estimated Customs Transaction.” Estimated Customs Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Calculations) above, and the specific number of Transactions used for each Estimated Customs Transaction will be 2.0 Transactions. Customer is responsible for any variance between the estimated customs charges in the Estimated Customs Transaction and the actual customs charges owed to an applicable government authority.
- Cross-Border Estimated.
- Customer shall provide Avalara with a valid country-specific HS code per line item to calculate customs duties.
- If Customer does not provide a valid HS code for an item in an API call to the Service, (i) Avalara will identify a set of probable HS codes for duty and import tax calculation using a Customer-configurable strategy (for example, a min/max/avg approach); or (ii) Customer shall provide a sufficient natural-language description for each item and the information specified in the Documentation or otherwise reasonably requested by Avalara to perform the Service.
- Fees for Cross-Border Estimated are based on the number of individual API calls to Cross-Border Estimated.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific API call for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- Deviations from the Terms. For Cross-Border Estimated:
- No Automatic Upgrade. Customer's Cross-Border Estimated subscription will not be automatically upgraded to the next highest subscription tier.
- Edge for AvaTax. “AEA” means Avalara’s AvaTax software provisioned to Customer by Avalara.
- Pricing. Customer must subscribe to AvaTax to use AEA. Customer’s AEA usage tier must be the same as Customer’s AvaTax usage tier, and usage of AEA will be charged against Customer’s AvaTax subscription.
- Deviations from the Terms. For AEA:
- No Accuracy Guarantee. The Accuracy Guarantee does not apply to AEA.
- Shipping Verification for Beverage Alcohol. “Shipping Verification” means the feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s beverage alcohol transactions against a database of shipping rules and restrictions. Avalara has no duty to provide an update if applicable limits change after Avalara provides a determination, including for a future shipping date. Customer may not use determinations for any purpose other than checking its own beverage alcohol shipping compliance.
- Age Verification for Beverage Alcohol. “Age Verification” means the optional add-on feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s client’s age, as submitted through an AvaTax for Beverage Alcohol transaction, against a third-party provided identity verification database.
Effective October 27th 2023 to November 1st 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental 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 AvaTax Product-Specific Supplemental Terms (“AvaTax Terms”) govern Customer’s use of AvaTax, AvaTax add-on products and features, Avalara Tax Content, and other Services that may require an AvaTax Account. These AvaTax Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these AvaTax Terms and not defined shall have the meaning given in the Terms.
- AvaTax Transaction Calculations.
- Transaction Usage. Fees for usage of AvaTax are based on the number of Transactions used in AvaTax by Customer. Avalara will charge a number of “Transactions” used each day equal to the greater of the results of (i) or (ii) below:
- The number of Documents recorded; or
- The number of API calls to the tax calculation service recorded, divided by 10.
In addition to the Transactions counted under (i) or (ii) above, every 10 API calls to the address validation service, other than API calls that are specifically associated with a tax calculation, will count as one Transaction. The number of Transactions used will be measured daily. For purposes of calculating Transactions used, fractional Transactions will be rounded up to the next whole number.
- The number of Documents recorded; or
- Document Definition. A “Document” is any record that is entered, uploaded, or otherwise recorded in AvaTax by Customer. Documents include, for example, committed sales invoices, purchase invoices, inventory transfer invoices, return invoices, and committed ecommerce shopping carts. Each such record will count as one Document for purposes of calculating usage of AvaTax, as will each subsequent alteration of the record. All such records will be considered Documents, regardless of the tax result generated by AvaTax, except for records on which no tax is calculated solely because the Customer has configured AvaTax to not calculate tax because the Customer does not have nexus in that jurisdiction. For purposes of calculating Document usage, each Document is assumed to have 35 or fewer invoice lines. If the ratio of invoice lines per Document exceeds 35/1 in any day, the number of Documents counted for that day will be the total number of invoice lines in that day divided by 35.
- Global Transactions.
- International Tax Transactions. If Customer records any Documents or API calls for which the ship-from and ship-to addresses are in different countries, Avalara will count such Documents or API calls as “International Tax Transactions.” International Tax Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Usage) above, and the specific number of Transactions used for each International Tax Transaction will be 1.15 Transactions.
- Customs Transactions. If Customer records an International Tax Transaction that includes a pre-classified harmonized tariff code, then Avalara will count the customs duty and import tax calculations performed as a “Customs Transaction.” Customs Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Usage) above, and the specific number of Transactions used for each Customs Transaction will be 1.75 Transactions.
- Estimated Customs Transactions. If Customer configures AvaTax and Customs Transactions to provide estimated customs charges based on Customer’s item description in lieu of providing a full country-specific tariff code, Avalara will identify a set of probable harmonized system (HS) codes for duty and import tax calculation using a Customer-configurable strategy (for example, a minimum/maximum/average approach). Avalara will count the customs duty and import tax calculations performed as an “Estimated Customs Transaction.” Estimated Customs Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Usage) above, and the specific number of Transactions used for each Estimated Customs Transaction will be 2.0 Transactions. Customer is responsible for any variance between the estimated customs charges in the Estimated Customs Transaction and the actual customs charges owed to an applicable government authority.
- AvaTax Account Usage. Certain add-on products and features and other Services accessed through Customer’s AvaTax Account may require the same usage tier.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific Document or API call for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer (“AvaTax Content License”).
- Transaction Usage. Fees for usage of AvaTax are based on the number of Transactions used in AvaTax by Customer. Avalara will charge a number of “Transactions” used each day equal to the greater of the results of (i) or (ii) below:
- AvaTax Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to AvaTax by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercises Customer’s termination rights under this Section 2 (AvaTax Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for AvaTax.
- Avalara Data Storage - AvaTax.
- Included Storage. AvaTax includes access to stored transaction data (i) for customers who have AvaTax subscriptions but not subscriptions for Avalara Managed Returns for Accountants, Avalara Returns, Avalara Returns for Accountants, or Avalara Returns for Small Business (“Returns Services”), for the current and previous calendar years; and (ii) for customers who have AvaTax subscriptions plus subscriptions to any Returns Services, for the current and previous four calendar years.
- Extended Storage. Avalara will charge a fee to access older transaction data. Fees for access to older transaction data are based on the number of “Stored Documents” recorded prior to the previous calendar year for AvaTax customers and prior to the previous four calendar years for AvaTax plus Returns Services customers. Avalara will charge the number of Stored Documents equal to the greater of (i) the number of Documents recorded; or (ii) the total number of invoice lines in the Documents recorded divided by 35. Avalara sells access to Stored Documents in increments of 25,000 (each increment, a “Storage Unit”). For Customers who have cancelled all subscriptions and need access only, Avalara Data Storage includes access to all transaction data.
- AvaTax Accuracy Guarantee. Avalara provides a guarantee of the accuracy of U.S. sales tax calculation results provided by AvaTax (the “Accuracy Guarantee”) under the following terms:
- If Customer suffers a negative audit finding that results in financial loss due to an incorrect sales or use tax calculation result returned by AvaTax, Avalara shall pay Customer the lesser of either: (i) the amount of the penalties, interest, and uncollected sales or use taxes that directly result from the incorrect result, as specified in the final assessment notice received from the applicable taxing authority after all administrative appeals and abatement options are exhausted; or (ii) the amount of the AvaTax fees paid during the year preceding the negative audit finding (calculated as described in subsection (c) below).
- The following limitations apply to the Accuracy Guarantee:
- Customer must have properly set up, configured, and maintained its tax profile and Customer Data on the Avalara system and have correctly classified items sold by Customer. To the extent that the incorrect result was caused by Customer’s failure to properly set up, configure, or maintain its tax profile or Customer Data, Avalara will not be responsible for the incorrect result.
- Avalara will not be responsible for the incorrect result to the extent that it was caused by the failure of the applicable taxing authority to timely and accurately provide or update correct and current tax rates, boundaries, rules, and classifications.
- Customer must provide notice to Avalara no later than the earlier of either: (1) 10 days after the taxing authority’s finding of a negative audit assessment; or (2) 45 days after the date that Customer identifies, or the taxing authority initially identifies to Customer, an issue that relates to the alleged incorrect result provided by Avalara. Such notice must be sent to accuracy@avalara.com.
- Customer must provide full and timely assistance to Avalara in confirming the nature and occurrence of the alleged error, including providing Avalara with access to its relevant financial reporting records, transaction logs, reports, and all other relevant information reasonably related to the alleged error.
- Customer must provide full and timely assistance to Avalara in challenging the taxing authority findings if Avalara, in its sole discretion, determines them to be incorrect. To the extent that an audit assessment involves other issues in addition to the alleged incorrect result from Avalara, Customer, its Representatives, and Avalara will work together to ensure a collaborative response to the audit.
- Upon first becoming aware of a potential error related to an incorrect result by Avalara, Customer must take reasonable steps to mitigate its losses, including, but not limited to, changing taxability determinations or calculations for ongoing transactions and rebilling customers for the uncollected tax.
- For purposes of calculating the amount of the AvaTax fees paid that are eligible for the Accuracy Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for AvaTax, and the time period will be the 365 days preceding the issuance of the negative audit finding (e.g., in the case of a negative finding issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, for purposes of this calculation, the fees paid for AvaTax do not include activation fees, any fees for ancillary Professional Services, or any other one-time fees, and payments under this Accuracy Guarantee are subject to the limitations in the Terms (e.g., Section 12(b) (Limitation of Liability)).
- If the audit implicated other issues in addition to the alleged incorrect result provided by Avalara, the amount to be paid by Avalara under the Accuracy Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged incorrect result provided by Avalara.
- Avalara shall make the Accuracy Guarantee payment to Customer within 30 days after the date that Customer receives the final assessment notice from the applicable taxing authority, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case, Customer’s obligation to continue to assist Avalara in contesting the audit will cease on the date of the payment.
- The Accuracy Guarantee only applies to sales tax calculation results provided by the AvaTax Service after October 15, 2015. Customer must have a current AvaTax subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under the Accuracy Guarantee.
- Avalara Tax Content (formerly Avalara Content Generation for Point of Sale).
- Customer is responsible for configuring the Account in accordance with the Documentation, including, for example, frequency of updates, Customer's Locations, and Customer's products. "Location" means the physical location where Customer has one or more point-of-sale devices installed and configured to use Avalara Tax Content. Customer may send its offline tax calculations to the Account via batch API calls, as described in the Documentation, not to exceed 75,000 API calls per Location in a Subscription Term.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the goods and services it sells.
- Deviations from the Terms. For Avalara Tax Content:
- No Automatic Upgrade. Customer's Avalara Tax Content subscription will not be automatically upgraded to the next highest subscription tier.
- Uptime Statistics. Avalara's obligations relating to uptime statistics and status updates and availability of "software as a service" Services, contained in the section of the Terms entitled The Services/Avalara's Responsibilities, do not apply to Avalara Tax Content.
- No Accuracy Guarantee. The Accuracy Guarantee does not apply to Avalara Tax Content.
- Avalara Age Verification for Beverage Alcohol. “Avalara Age Verification” means the optional add-on feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s client’s age, as submitted through an AvaTax for Beverage Alcohol transaction, against a third-party provided identity verification database.
- Fees. Customer shall pay the fees set forth in the Order Document signed by the Customer. Fees for usage of Avalara Age Verification are based on Customer’s usage of Avalara Age Verification. Avalara reserves the right to bill Customer a monthly minimum Avalara Age Verification fee (“Minimum Age Verification Fee”).
- Permitted Uses. Customer will only use the Age Verification Service for the purpose of checking age in connection with an AvaTax for Beverage Alcohol transaction. Customer will not use Avalara Age Verification (i) for any “permissible purpose” under the Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq.) (“FCRA”) or use any of the information it receives through Avalara Age Verification to take any “adverse action,” as that term is defined in the FCRA; (ii) in violation of the provisions of and regulations pursuant to the Drivers Privacy Protection Act (18 U.S.C. Section 2721 et seq.); (iii) other than pursuant to an exception of the privacy provisions of and regulations issued pursuant to the Gramm-Leach-Bliley Act (15 U.S.C. Sec. 6801 et seq.) (“GLBA”); (iv) in violation of any Applicable Laws related to the collection and disclosure of scanned state issued identity documents and, where required by Applicable Law, will obtain appropriate consent from any individual who submits their data to Avalara Age Verification; or (v) in violation of such other future legislation that Avalara determines limits the use of Avalara Age Verification.
- Review. For so long as Customer is receiving Avalara Age Verification, and for one year after that, Avalara will have the right at its expense to review, via Customer’s responses to a questionnaire, Customer’s compliance with the terms of the Agreement as it relates to Avalara Age Verification. Such review may be conducted during normal business hours upon 48 hours written notice.
- Third Party Data Providers. Customer acknowledges that the provision of Avalara Age Verification depends on data being provided by third party data providers. Avalara is not responsible for any such data providers and will not be liable for their failure or inability to provide such data elements. AVALARA DOES NOT WARRANT THE ACCURACY, INTEGRITY, OR COMPLETENESS OF CONSUMER OR OTHER DATA UTILIZED, STORED, OR TRANSMITTED AS PART OF THE SERVICES. If Avalara’s agreement with such third-party data provider is terminated for any reason, Customer acknowledges that Avalara may not be able to provide Avalara Age Verification. In such case, as Customer’s sole and exclusive remedy, Avalara will refund prepaid, unused fees for the remainder of the Avalara Age Verification subscription term.
- Deviations from the Terms. For Avalara Age Verification for Beverage Alcohol:
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- Planned Downtime. Avalara will provide at least two days’ notice of planned downtime.
- Avalara Cross-Border Estimated.
- Customer shall provide Avalara with a valid country-specific HS code per line item to calculate customs duties.
- If Customer does not provide a valid HS code for an item in an API call to the Service, (i) Avalara will identify a set of probable HS codes for duty and import tax calculation using a Customer-configurable strategy (for example, a min/max/avg approach); or (ii) Customer shall provide a sufficient natural-language description for each item and the information specified in the Documentation or otherwise reasonably requested by Avalara to perform the Service.
- Fees for Avalara Cross-Border Estimated are based on the number of individual API calls to Avalara Cross-Border Estimated.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific API call for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- Deviations from the Terms. For Avalara Cross-Border Estimated:
- No Automatic Upgrade. Customer's Avalara Cross-Border Estimated subscription will not be automatically upgraded to the next highest subscription tier.
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- Avalara Shipping Verification for Beverage Alcohol. “Avalara Shipping Verification” means the feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s beverage alcohol transactions against a database of shipping rules and restrictions. Avalara has no duty to provide an update if applicable limits change after Avalara provides a determination, including for a future shipping date. Customer may not use determinations for any purpose other than checking its own beverage alcohol shipping compliance.
- Avalara Edge for AvaTax. “AEA” means a copy of AvaTax software provisioned in agreed location(s).
- License. If Avalara gives Customer a copy of AEA to install, Avalara grants to Customer a limited, revocable, nonexclusive, nontransferable, nonsublicensable, nonassignable, worldwide license for Customer to install AEA solely in object code format and solely for internal business use in agreed locations.
- Pricing. Except as otherwise provided in the Order Document, Customer will pay an annual subscription fee for AEA consisting of (i) a base service fee; and (ii) a service fee based on the number of copies of AEA provisioned for Customer. Customer must subscribe to AvaTax to use AEA. Customer’s AEA usage tier must be the same as Customer’s AvaTax usage tier, and usage of AEA will be charged against Customer’s AvaTax subscription.
- Restrictions. In addition to the restrictions in the Terms (including Section 2(h) (Restrictions)), Customer shall not (i) merge, interface, or incorporate the Avalara Technology into or with other software; (ii) install AEA in more than the number of locations shown on the Order Document; or (iii) interfere or attempt to interfere in any manner with the functionality or proper working of AEA (including by preventing Updates, Upgrades, or the transmission of Customer Data to Avalara) or otherwise take action that prevents AEA from working as described in the Documentation. Customer has no right under the Agreement to receive, use, or examine any source code or design documentation relating to AEA or any other Avalara Technology.
- System Requirements. Customer is responsible for the purchase, licensing, and upgrading of all hardware, computer operating system, software, and other Third-Party Applications necessary to install and properly operate AEA as detailed in the then-current Documentation (the “System Requirements”). Avalara is not obligated to ensure that AEA is compatible with any hardware, operating system, software, or other Third-Party Application other than those specified in the System Requirements.
- Updates and Upgrades.
- Avalara may from time-to-time release updates, modifications, and corrections to AEA (“Updates”) or new versions or releases that include significant function and feature enhancements (“Upgrades”). Updates and Upgrades may include, without limitation, updates to transaction taxes and certain fees and surcharges on the sale of goods and services, including sales, use, and value added taxes, other modifications reflecting changes in laws or regulations, virus updates, security patches, bug fixes, error corrections, other maintenance releases, or function or feature modifications or enhancements. The determination of whether and when to release Updates or Upgrades, and whether a version of AEA released by Avalara is an Update or an Upgrade, will be made by Avalara in its sole discretion.
- Avalara may make Updates and Upgrades available for download by Customer. Customer is solely responsible for verifying that Updates and Upgrades are applied. Not installing an Update or Upgrade may result in functionality issues, security risks, noncompliance with then-current transaction tax rates, laws, or regulations, diminishment of Avalara’s technical support capability, response times or other service level metrics, and other issues that could negatively affect Customer. Avalara reserves the right to charge additional fees for any technical support provided to Customer for the installation of Updates and Upgrades.
- Support. Except as otherwise specified in a written agreement between Avalara and Customer: (i) in order to receive technical support for Avalara Edge for AvaTax, Customer must have installed all Updates and Upgrades made available by Avalara and be current in its payment obligations to Avalara; and (ii) Avalara does not provide support for the use of AEA in connection with hardware or Third-Party Applications when the third-party provider does not provide standard support.
- Certification of Removal. Within 10 business days after termination, Customer will provide written certification to Avalara that Customer has destroyed or overwritten all copies of AEA.
- Deviations from the Terms. For AEA:
- Uptime Statistics. Avalara will not provide uptime statistics or availability of AEA.
- No Accuracy Guarantee. The Accuracy Guarantee does not apply to AEA.
Beverage Alcohol
Effective January 1st 2025
DownloadTable of Contents
Please note that these updated Service-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or Service purchase made on or after January 1, 2025.
These AvaIara for Beverage Alcohol Service-Specific Supplemental Terms ("Beverage Alcohol Terms") govern Customer's purchase and use of Licensing for Beverage Alcohol ("Licensing for BA"), Product Registration for Beverage Alcohol ("Registration for BA"), Returns for Beverage Alcohol ("Returns for BA"), Beverage Alcohol Compliance Management Software ("Software for BA"), and certain other AvaIara for Beverage Alcohol Services. AvaTax for Beverage Alcohol is governed by the AvaTax Service-Specific Supplemental Terms. These Beverage Alcohol Terms are in addition to, and incorporate by reference, the AvaIara Terms and Conditions available at www.avalara.com/terms (the "Terms"). Any capitalized terms used in these Beverage Alcohol Terms and not defined have the meanings given in the Terms.
- Power of Attorney; Trust Fund and Bank Account. This Section 1 is inapplicable to Software for BA.
- Power of Attorney. If requested by AvaIara, Customer shall execute one or more limited powers of attorney in the form requested by AvaIara authorizing Avalara to represent Customer in connection with the Services. Upon termination of Customer's last subscription with no balance due, AvaIara will cease to use any power or authority granted by a power of attorney signed by Customer.
- Trust Fund. AvaIara will hold Customer funds in trust (the "Trust Fund") for the purpose of remitting fees to be paid by Customer (the "Trust Fees"), including (i) fees for initial licensing, license modification, initial product registration, product registration revision, and license or product registration renewal (each such renewal prepared by Avalara, a "Renewal”), and associated costs and expenses (including surety bond premiums, background check fees, and shipping), (ii) funds ("Tax Funds") to pay tax amounts due ("Taxes") for any applicable Returns (as defined in Section 5(b)(i) (Returns Preparation and Filing)) in accordance with the Filing Calendar (as defined in Section 5(a) (Account Setup)), including making any required prepayments, (iii) the trust fund administration fee (as described in Section 6(c) (Trust Fund Administration Fee)), and (iv) other fees and charges. Customer shall adequately fund the Trust Fund (including by making funds available in the Bank Account (as defined in Section l(c) (Bank Account)) for withdrawal by Avalara) and not permit it to become overdrawn. When applicable, AvaIara will draw upon the Trust Fund to pay Trust Fees due. Unused funding will remain in the Trust Fund. AvaIara holds all license fees, registration fees, and Tax Funds in trust for the benefit of the applicable jurisdiction and shall not comingle the funds provided for the Trust Fees with its general funds (except the trust fund administration fee and other fees and charges, which are payments to AvaIara and will be transferred to Avalara's account) but may comingle the funds provided for the Trust Fees with funds held in trust on behalf of other AvaIara customers. Any interest earned on funds held in the Trust Fund accrues for the benefit of and is the sole property of AvaIara. Notwithstanding any other provision of the Agreement, (i) if Customer is more than 30 days past due on payment of Customer's Service fees or Expenses due to AvaIara, AvaIara may withdraw such fees and Expenses from the Trust Fund, and (ii) Customer shall defend, indemnify, and hold AvaIara, its Affiliates, and their respective licensors, officers, directors, employees, agents, and representatives harmless from any Losses arising out of or related to Customer's failure to timely provide immediately available funding for the Trust Fund for Trust Fees due.
- Bank Account. Customer shall provide bank account information for a bank account (the "Bank Account") from which, if permitted by Customer's power of attorney, Customer authorizes AvaIara to withdraw by ACH to replenish the Trust Fund (after the initial deposit of estimated Trust Fees) to pay Trust Fees of any type, and, if Customer is more than 30 days past due on payment of Customer's Service fees or Expenses due to AvaIara, to withdraw such fees and Expenses.
- Timing and Funding. A Trust Fund statement and invoice covering Avalara's estimate of the Trust Fees required for the upcoming two months (the “Trust Fund Statement”) will be provided by Avalara on or before the third of each month (except the first Trust Fund Statement, which will be presented during, and due as part of, the onboarding process). Customer shall ensure the Bank Account (or Trust Fund, if Avalara cannot withdraw from the Bank Account) has sufficient funds to pay the estimated Trust Fees no later than the sixth of the month. Funds are automatically withdrawn by ACH from the Bank Account no earlier than the seventh of each month to replenish the Trust Fund. Notwithstanding the foregoing, if Customer owes any pre-payments to Filing Jurisdictions (as defined in Section 5(a) (Account Setup)) or a Filing Jurisdiction mandates an earlier payment, the ACH withdrawal may occur earlier. Estimates contained in the Trust Fund Statement may not be adequate to cover the applicable month’s Trust Fees, and Avalara may require Customer to immediately provide additional funds at any time. Avalara will notify Customer if additional funds are needed, and upon approval from Customer, Avalara will withdraw such funds from the Bank Account. Avalara has no responsibility for late fees, penalties, or interest incurred as a result of late or missed filings because Customer did not timely (including, in certain instances, immediately) provide funding for the Trust Fund. Avalara may suspend or terminate Customer’s subscription to Avalara for Beverage Alcohol or any part thereof immediately upon notice if Customer fails to timely and sufficiently fund the Bank Account (including if the ACH payment Avalara draws from the Bank Account is cancelled or returned other than by Avalara).
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the specific license, product registration, or Return for which it was provided.
- Notice and Correction Management. Customer may receive notices and corrections (each, a "Notice") relating to Customer's new licenses, new registrations, Renewals, or Returns directly from jurisdictions. Some Notices are informational in nature (for example, changes to the Filing Calendar or tax rate changes) while others relate to filed Returns, licenses, or product registrations. During the Subscription Term, for any Notice relating to a license, registration, Renewal, or Return filed by AvaIara or Taxes or fees remitted by Avalara, Customer shall send the Notice to AvaIara in accordance with the Documentation no later than 10 business days after the date of the Notice. During the Subscription Term, Avalara will respond to such Notices. If Notices are received by AvaIara more than 10 business days after the date of the Notice, AvaIara may delay response or not respond or, if Customer asks Avalara to expedite the Notice response and AvaIara agrees, charge an additional fee to expedite the Notice response. Customer is responsible for responding to or otherwise addressing all other Notices. AvaIara shall have no responsibility for any further Notice management upon expiration or termination of the subscription for the applicable Service provided under these Beverage Alcohol Terms.
- Licensing for BA and Registration for BA. The following provisions apply to Licensing for BA and Registration for BA:
- Account Setup. Customer shall provide AvaIara with all complete and accurate information to establish, set up, and maintain Customer's account including, without limitation, (i) responses to Avalara's questionnaires; organizational documents; identification cards; annual production volume; license details; product data and details; federal label approvals; label images; authorization letters; identity, appointment, territories, and contacts of distributors; state registrations codes; and wholesale pricing, (ii) a list of jurisdictions for which Customer requests AvaIara prepare a license application or renewal (each, a "Licensing Jurisdiction") or prepare an application for a product registration or renewal (each, a "Product Registration Jurisdiction"), and (iii) the license or product registration expiration date (and, if different, the renewal deadline) for licenses or registrations received prior to the Effective Date in each of the Licensing Jurisdictions or Product Registration Jurisdictions, as applicable (collectively with expiration dates for licenses or registrations for which applications were filed by AvaIara, the "Licensing Calendar" or "Product Registration Calendar"). Customer is solely responsible for timely providing and maintaining accurate, complete, and current information regarding the foregoing, and AvaIara has no obligation to audit, verify, correct, or maintain any such information. Upon receipt from AvaIara, Customer shall execute all necessary forms (including the limited power of attorney in accordance with Section 1(a) (Power of Attorney)).
- Initial and Revised Applications. Customer's Licensing for BA Service may include one or more out-of-state bonds, permit applications, certificates of authority, sales and excise tax permits, or other similar documentation required for an out-of-state license. Provided Customer has provided all necessary complete and accurate information, Avalara shall prepare each initial application or revision of a license or product registration (where a “product” is any item that may need to be registered based on COLAs, vintages, or sizes) and, if necessary, send it to Customer for execution. Upon receipt from Customer of an executed application and provided the Trust Fund is sufficiently funded, Avalara shall file it with, and remit payment to, the jurisdiction. Avalara shall not provide Trust Fees. Avalara shall use commercially reasonable efforts to prepare and file initial applications and revisions in a timely manner.
- Renewals. Customer must notify AvaIara in accordance with the Documentation if it does not want Avalara to renew a license or product registration that is on the Licensing Calendar or Product Registration Calendar at least 90 days prior to the expiration date of the license or product registration, as applicable. Avalara shall prepare and file the Renewal (including Customer's out-of-state "Non-Resident Dealer," "Direct to Consumer," and/or "Direct to Trade" renewals for Customer's Licensing Jurisdictions or Product Registration Jurisdictions, as applicable) and remit the payment in accordance with the Licensing Calendar and Product Registration Calendar, provided Customer has (i) provided all necessary complete and accurate information pursuant to the Terms and these Beverage Alcohol Terms, (ii) provided all other information requested by Avalara, (iii) not timely notified Avalara it does not want a license or product registration renewed, (iv) provided a signed license or product registration renewal form, if necessary, in a timely manner, and (v) adequately funded the Trust Fund. Avalara shall not provide Trust Fees. As the exclusive remedy for Avalara's failure to prepare a Renewal in a timely manner, Avalara will prepare and file, at Avalara's sole cost and expense, a license or product registration application to re-license or re-register the person, location, entity, or product for which the license or registration has lapsed. Some jurisdictions may send hard copy renewal forms directly to Customer. Customer shall forward these forms to Avalara (executed by Customer, if required) within five calendar days of receipt. Notwithstanding anything to the contrary in the Agreement, Avalara shall have no responsibility for missed renewal deadlines if Customer did not timely forward the renewal forms. Customer shall timely provide Avalara any additional post-filing information requested by the jurisdiction. Registration for BA also includes any price posting required when renewing any active products.
- Background Check. Some jurisdictions may require a background check on Customer or certain individuals associated with Customer. Customer shall cooperate with Avalara to provide the necessary information and documentation.
- Notification of Changes. Customer shall notify Avalara prior to (if possible) any change in the following: legal name, operating name, tax identification number, officer, director, LLC manager, LP general partner, direct or indirect owner, other relevant personnel, ownership structure, entity structure, licensed premises address, mailing address, business or location closure, and any other change that may trigger the need for a modification or revision of a license or product registration. Customer shall provide all necessary documentation to Avalara. Avalara has no responsibility for Customer's non-compliance due to Customer's changed circumstances.
- Online Portal. Except as otherwise expressly required by these Beverage Alcohol Terms, the Avalara for Beverage Alcohol online portal should be used for all requests and communications to Avalara for the Licensing for BA and Registration for BA Services. Avalara is not responsible for requests or communications submitted through any other method.
- Returns for BA. If Customer subscribes to Returns for BA, this Section 5 and all other sections pertaining to Returns (including, without limitation, the Returns funding provisions in Section 1 (Power of Attorney; Trust Fund and Bank Account), the Returns notice management provision in Section 3 (Notice and Correction Management), and the fees provisions in Section 6 (Fees)) will apply only until Avalara provides 30 days' notice to Customer that Returns for BA will be governed by the Avalara Returns Service-Specific Supplemental Terms located at https://www.avalara.com/avalara-returns-terms-of-use.
- Account Setup. Customer shall provide Avalara with all complete and accurate information requested by Avalara to establish and set up Customer's account, including, without limitation: (i) a list of taxing jurisdictions for which Customer requests Avalara prepare Returns (each, a "Filing Jurisdiction"), (ii) the dates and frequencies for filing Returns in each of the Filing Jurisdictions (the "Filing Calendar"), (iii) the entities (e.g., Customer or its Affiliate) for which Avalara will be preparing Returns (the "Filing Entities") and which Filing Jurisdictions apply to each Filing Entity, (iv) tax registration numbers and login information for each Filing Entity in each Filing Jurisdiction sufficient to allow Avalara to identify, access, and use each Filing Entity’s account in that Filing Jurisdiction (the "Account Information"), (v) copies of each Filing Entity’s previous filings in the Filing Jurisdictions, as requested by Avalara, (vi) completed power(s) of attorney for each Filing Entity in accordance with Section 1(a) (Power of Attorney) above, and (vii) other information necessary to properly configure Customer’s Account and prepare the Returns. Customer authorizes Avalara to access Customer’s accounts using Customer’s Account Information. Customer is solely responsible for timely providing and maintaining accurate, complete, and current information regarding the Filing Jurisdictions, the Filing Calendar, the Filing Entities, and the Account Information (collectively, the "Filing Information"), and Avalara has no obligation to audit, verify, correct, or maintain any Filing Information.
- Filing and Remittance.
- Returns Preparation and Filing. Avalara will prepare and file Returns for the Filing Entities in the Filing Jurisdictions agreed by Avalara and Customer (including out-of-state “Non-Resident Dealer” and/or “Direct to Consumer” sales, excise, shipment, and markup reports/returns). Avalara may begin filing a Return on the eighth of the month (or an earlier date as necessary to facilitate compliance with Filing Jurisdiction requirements). Each (i) standard beverage alcohol return filing, (ii) Non-Standard Form (defined in Section 6(f) (Non-Standard Forms) below), or (iii) prepayment or periodic payment mandated by a Filing Jurisdiction and submitted without (i) or (ii) above prepared for one Filing Jurisdiction for one filing period is a "Return."
- Remittance. Avalara will remit Taxes for the agreed-upon Filing Entities in agreed-upon Filing Jurisdictions, provided Customer has timely made Tax Funds available. Avalara shall not provide Tax Funds. The exclusive remedy for Avalara's failure to timely file Returns as provided in this section is the Returns for BA Guarantee (as defined in Section 5(e) (Returns for BA Guarantee)). Avalara will provide details of remittance amounts per Filing Jurisdiction after submission to the Filing Jurisdictions. If there is a discrepancy between Customer's internal records and amounts remitted on behalf of Customer, Customer must report the error to Avalara by the method and deadline described in the Documentation.
- Inadequate Funding. If Tax Funds are not timely available to Avalara for remitting, Avalara will file the Return(s) without payment where the Filing Jurisdiction permits filing a return without tax remittance. Customer will be responsible for all penalties and interest and additional Avalara fees resulting from inadequate funding (including if filing is withheld), and Customer shall immediately make funds available to Avalara for the Taxes and any interest or penalties that may have accrued. Upon provision of such funds, Avalara will file the Return (if applicable) and remit the necessary funds to the applicable Filing Jurisdiction.
- Changes to Filing Information. Customer shall review its Filing Information periodically and shall promptly communicate any changes to Avalara in accordance with the Documentation. Customer shall submit any changes to the Filing Information to Avalara no later than the twentieth of the month before the month to which the change is relevant. Any changes received after the twentieth of the month will be implemented and become effective the month after the subsequent month.
- Tax Data. Customer is solely responsible for the accuracy and completeness of all the data necessary to properly complete Returns (the "Tax Data") and all Filing Information. Avalara does not audit, validate, or verify Tax Data. Customer shall transmit to Avalara via the method and in the format designated by Avalara all Tax Data by the fifth of the month in which the Tax Data is to be reported to the Filing Jurisdictions.
- Returns for BA Guarantee. Avalara provides a guarantee of the timeliness of Returns prepared and filed by Avalara (the "Returns for BA Guarantee") under the following terms:
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes or fees that results in liability for penalties or interest due solely to Avalara's failure to timely prepare and file a Return it was obligated to file or to timely remit Taxes or fees it was obligated to remit (an "Avalara Error"), Avalara will pay Customer the lesser of (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of the Returns for BA fees paid by Customer during the 365 days preceding the final assessment of penalties or interest for the Avalara Error (calculated as described in Section 5(e)(iii) below).
- The following conditions apply to the Returns for BA Guarantee:
- Customer must have met all of its obligations under the Terms and these Beverage Alcohol Terms, including timely providing and maintaining accurate, complete, and current information and Tax Data; timely providing all Trust Fees; and timely paying Avalara for Beverage Alcohol fees. To the extent the Avalara Error was caused by Customer's failure to perform any of the obligations in the applicable sections of these Beverage Alcohol Terms or the Terms, the Returns for BA Guarantee will not apply.
- Customer must promptly forward any notices and relevant information from the jurisdiction within 10 days of the date of the notice.
- Customer must assist Avalara in challenging the jurisdiction's findings if Avalara deems it appropriate in Avalara's sole discretion.
- Customer must assist Avalara's efforts to abate or reduce the amount of penalties or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of the Returns for BA fees paid that are eligible for the Returns for BA Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for Returns for BA, and the time period will be the 365 days preceding the final assessment of penalties or interest after all appeals and abatement options have been exhausted (e.g., in the case of a final assessment issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, the parties acknowledge that fees paid for Returns for BA do not include any activation fees, fees for ancillary Professional Services, or any other one-time fees.
- lf the audit implicates other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this Returns for BA Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged Avalara Error.
- Avalara will make the Returns for BA Guarantee payment within 30 days after the date that Avalara receives the final assessment notice from the Filing Jurisdiction after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case Customer's obligations to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Customer must have a current Returns for BA subscription in good standing to be eligible to receive payment under this Returns for BA Guarantee.
- Fees.
- Subscription Fee. Subscription fees for periods not paid upon execution of the Order Document will be invoiced monthly, quarterly, or annually in advance. Reasonable incurred Expenses (such as shipping charges), which may not be preapproved, may also appear on the invoice and will be due as described in Section 1(d) (Timing and Funding).
- One-Time Services. Customer may elect to purchase one-time Avalara for Beverage Alcohol services (which are "Services" under the Terms), in accordance with Avalara's then-current pricing. Unused One Time Services expire a year after purchase.
- Trust Fund Administration Fee. Avalara may charge a monthly trust fund administration fee, which may be included on the Trust Fund Statement and due as described in Section 1(d) (Timing and Funding) or on an invoice and due as described in Section 6(a) (Subscription Fee).
- Background Checks. Coordination of background checks will be charged at Avalara's then-current hourly rates in quarter-hour increments.
- Expedite Fee. Customer may request expedited performance for certain Services. If the request for expedited performance is accepted by Avalara, additional charges may apply.
- Non-Standard Forms. If Customer requests a (i) form that is not offered by Avalara as a standard beverage alcohol return; or (ii) standard beverage alcohol tax return that requires non-standard modifications to the standard beverage alcohol tax return form (each a "Non-Standard Form"), Customer shall pay Avalara's then-current per-hour rate in quarter-hour increments for preparation and filing of the Non-Standard Form.
- Upgrades. Customer's subscription fee for Licensing for BA, Registration for BA, and Returns for BA is based on the estimated number of Licenses, Registrations, or Returns, as applicable, managed by Avalara in the Account during the Subscription Term. If Customer exceeds the number of Licenses, Registrations, or Returns included in Customer's Licensing for BA, Registration for BA, or Returns for BA subscription at any given time during the Subscription Term, Avalara may (i) invoice Customer for the additional Licenses, Registrations, or Returns, as applicable, at the same per-License, per-Registration, or per-Return pricing during the current Subscription Term, and (ii) with at least 30 days’ notice prior to the next Renewal Subscription Term, increase Customer’s subscription renewal to the number of Licenses, Registrations, or Returns, as applicable, that includes the additional Licenses, Registrations, or Returns and invoice Customer at Avalara’s then-current pricing at renewal. Subscriptions for Licensing for BA, Registration for BA, and Returns for BA are not subject to overage fees. For avoidance of doubt, Customer acknowledges that the fees for additional Licenses, Registrations, and Returns described in this Section 6(g) do not constitute fee increases.
- Additional Fees. If Customer fails to timely and completely provide accurate information or Tax Funds required by the Terms or these Beverage Alcohol Terms, or otherwise fails to fulfill any obligations under the Terms or these Beverage Alcohol Terms, or if Customer requires a change to the standard process described in the Terms or these Beverage Alcohol Terms, Avalara may charge Customer additional fees. For example, Avalara may charge a fee: (i) if Customer does not provide Tax Funds prior to the deadline; (ii) for Avalara to change the funding process because the Bank Account or Trust Fund is not adequately funded; (iii) for Avalara to make a change to Customer's Returns, Tax Data, Tax Funds to be remitted, or any other standard process; (iv) if Customer does not timely provide the Tax Data in the format required by Avalara, or in a form requiring manual transformation, (v) if Customer comingles payment of Trust Fees and Avalara's Service fees, (vi) if any Notice management is necessary due to Customer's noncompliance with these Beverage Alcohol Terms, or (vii) if Customer remits funds by check or other non-approved payment method.
- Non-Solicitation. During the Subscription Term and for a period of six months after, Customer shall not solicit for employment any employee or contractor of Avalara who worked directly on the Services provided under these Beverage Alcohol Terms. This restriction does not prohibit Customer from hiring employees who respond to job advertisements directed to the general public.
- Deviations from the Terms.
- No Automatic Upgrade. Customer's Avalara for Beverage Alcohol subscription will not be automatically upgraded to the next highest subscription tier.
- Status Updates. Avalara may elect not to provide status updates.
- No Automatic Upgrade. Customer's Avalara for Beverage Alcohol subscription will not be automatically upgraded to the next highest subscription tier.
- Compliance with NACHA Operating Rules. The funding process described herein may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
- To the extent that Customer's funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- Customer authorizes Avalara to originate the funding requests described in Section 1(b) (Trust Fund) above; and
- Customer will comply with the laws of the United States in providing such funding.
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- In addition to any other applicable termination rights, Avalara may terminate the Agreement for Customer's non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Avalara has the right to audit Customer's funding process, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- To the extent that Customer's funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
Effective November 1st 2023 to December 31st 2024
DownloadTable of Contents
These AvaIara for Beverage Alcohol Service-Specific Supplemental Terms ("Beverage Alcohol Terms") govern Customer's purchase and use of AvaIara Licensing for Beverage Alcohol ("Licensing for BA"), AvaIara Product Registration for Beverage Alcohol ("Registration for BA"), AvaIara Returns for Beverage Alcohol ("Returns for BA"), Avalara Beverage Alcohol Compliance Management Software ("Software for BA"), and certain other AvaIara for Beverage Alcohol Services. AvaIara AvaTax for Beverage Alcohol is governed by the AvaTax Service-Specific Supplemental Terms. These Beverage Alcohol Terms are in addition to, and incorporate by reference, the AvaIara Terms and Conditions available at www.avalara.com/terms (the "Terms"). Any capitalized terms used in these Beverage Alcohol Terms and not defined have the meanings given in the Terms.
- Power of Attorney; Trust Fund and Bank Account; License. This Section 1 is inapplicable to Software for BA.
- Power of Attorney. If requested by AvaIara, Customer shall execute one or more limited powers of attorney in the form requested by AvaIara authorizing Avalara to represent Customer in connection with the Services. Upon termination of Customer's last subscription with no balance due, AvaIara will cease to use any power or authority granted by a power of attorney signed by Customer.
- Trust Fund. AvaIara will hold Customer funds in trust (the "Trust Fund") for the purpose of remitting fees to be paid by Customer (the "Trust Fees"), including (i) initial licensing, license modifications, initial product registration, product registration revisions, and Renewals (as defined in Section 4(c) below), and associated costs and expenses (including surety bond premiums, background check fees, and shipping) (ii) funds ("Tax Funds") to pay tax amounts due ("Taxes") for any applicable Returns (as defined in Section S(b)(i)) in accordance with the Filing Calendar (as defined in Section S(a)), including making any required prepayments, (iii) the trust fund administration fee (as described in Section 7(c)), and (iv) other fees and charges. Customer shall adequately fund the Trust Fund (including by making funds available in the Bank Account (as defined in Section l(c)) for withdrawal by Avalara) and not permit it to become overdrawn. When applicable, AvaIara will draw upon the Trust Fund to pay Trust Fees due. Unused funding will remain in the Trust Fund. AvaIara holds all license fees, registration fees, and Tax Funds in trust for the benefit of the applicable jurisdiction and shall not comingle the funds provided for the Trust Fees with its general funds (except the trust fund administration fee and other fees and charges, which is a payment to AvaIara and will be transferred to Avalara's account) but may comingle the funds provided for the Trust Fees with funds held in trust on behalf of other AvaIara customers. Any interest earned on funds held in the Trust Fund accrues for the benefit of and is the sole property of AvaIara. Notwithstanding any other provision of the Agreement, (i) if Customer is more than 30 days past due on payment of Customer's Service fees or Expenses due to AvaIara, AvaIara may withdraw such fees and Expenses from the Trust Fund, and (ii) Customer shall defend, indemnify, and hold AvaIara, its Affiliates, and their respective licensors, officers, directors, employees, agents, and representatives harmless from any Losses arising out of or related to Customer's failure to timely provide immediately available funding for the Trust Fund for Trust Fees due.
- Bank Account. Customer shall provide bank account information for a bank account (the "Bank Account") from which, if permitted by Customer's power of attorney, Customer authorizes AvaIara to withdraw by ACH to replenish the Trust Fund (after the initial deposit of estimated Trust Fees) to pay Trust Fees of any type and if Customer is more than 30 days past due on payment of Customer's Service fees or Expenses due to AvaIara, to withdraw such fees and Expenses.
- Timing and Funding. A Trust Fund statement and invoice covering Avalara's estimate of the Trust Fees required for the upcoming two months (the “Trust Fund Statement”) will be provided by Avalara on or before the third of each month (except the first Trust Fund Statement, which will be presented during, and due as part of, the onboarding process). Customer shall ensure the Bank Account (or Trust Fund, if Avalara cannot withdraw from the Bank Account) has sufficient funds to pay the estimated Trust Fees no later than the sixth of the month. Funds are automatically withdrawn by ACH from the Bank Account no earlier than the seventh of each month to replenish the Trust Fund. Notwithstanding the foregoing, if Customer owes any pre-payments to Filing Jurisdictions or a Filing Jurisdiction mandates an earlier payment, the ACH withdrawal may occur earlier. Estimates contained in the Trust Fund Statement may not be adequate to cover the applicable month’s Trust Fees, and Avalara may require Customer to immediately provide additional funds at any time. Avalara will notify Customer if additional funds are needed, and upon approval from Customer Avalara will withdraw such funds from the Bank Account. Avalara has no responsibility for late fees, penalties, or interest incurred as a result of late or missed filings because Customer did not timely (including, in certain instances, immediately) provide funding for the Trust Fund. Avalara may suspend or terminate Customer’s subscription to Avalara for Beverage Alcohol or any part thereof immediately upon notice if Customer fails to timely and sufficiently fund the Bank Account (including if the ACH payment Avalara draws from the Bank Account is cancelled or returned other than by Avalara).
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the specific license, product registration, or Return for which it was provided.
- Online Portal. Except as otherwise expressly required by these Beverage Alcohol Terms, the Avalara for Beverage Alcohol online portal should be used for all requests and communications to Avalara for the Licensing for BA and Registration for BA Services. AvaIara is not responsible for requests or communications submitted through any other method.
- Notice and Correction Management. Customer may receive notices and corrections (each, a "Notice") relating to Customer's new licenses, new registrations, Renewals, or Returns directly from jurisdictions. Some Notices are informational in nature (for example, changes to the Filing Calendar or tax rate changes) while others relate to filed Returns, licenses, or product registrations. During the Subscription Term, for any Notice relating to a license, registration, Renewal, or Return filed by AvaIara or Taxes or fees remitted by Avalara, Customer shall send the Notice to AvaIara in accordance with the Documentation no later than 10 business days after the date of the Notice. During the Subscription Term, Avalara will respond to such Notices. In the case of Notices received by AvaIara more than 10 business days after the date of the Notice, AvaIara may delay response or not respond or, if Customer asks Avalara to expedite the Notice response and AvaIara agrees, charge an additional fee to expedite the Notice response. Customer is responsible for responding to or otherwise addressing all other Notices. AvaIara shall have no responsibility for any further Notice management upon expiration or termination of the subscription for the applicable Service provided under these Beverage Alcohol Terms.
- Licensing for BA and Registration for BA. The following provisions apply to Licensing for BA and Registration for BA:
- Account Setup. Customer shall provide AvaIara with all complete and accurate information to establish, set up, and maintain Customer's account including, without limitation, (i) responses to Avalara's questionnaires; provision of organizational documents; identification cards; annual production volume; license details; product data and details; federal label approvals; label images; authorization letters; identity, appointment, territories, and contacts of distributors; state registrations codes; wholesale pricing; and other information, (ii) a list of jurisdictions for which Customer requests AvaIara prepare a license application or renewal (each a "Licensing Jurisdiction") or prepare an application for a product registration or renewal (each a "Product Registration Jurisdiction"), and (iii) the license or product registration expiration date (and, if different, the renewal deadline) for licenses or registrations received prior to the Effective Date in each of the Licensing Jurisdictions or Product Registration Jurisdictions, as applicable (collectively with expiration dates for licenses or registrations for which applications were filed by AvaIara, the "Licensing Calendar" or "Product Registration Calendar"). Customer is solely responsible for timely providing and maintaining accurate, complete, and current information regarding the foregoing, and AvaIara has no obligation to audit, verify, correct, or maintain any such information. Upon receipt from AvaIara, Customer shall execute all necessary forms (including the limited power of attorney in accordance with Section l(a)).
- Initial and Revised Applications. Customer's subscription to Licensing for BA may include one or more out of state bonds, permit applications, certificates of authority, sales and excise tax permits, and other similar documentation required for an out of state license. Provided Customer has provided all necessary complete and accurate information, Avalara shall prepare each initial application or revision of a license or product registration (where a “product” is any item that may need to be registered based on COLAs, vintages, or sizes) and, if necessary, send it to Customer for execution. Upon receipt from Customer of an executed application and provided the Trust Fund is sufficiently funded, Avalara shall file it with, and remit payment to, the jurisdiction. Avalara shall not provide Tax Fees. Avalara shall use commercially reasonable efforts to prepare and file initial applications and revisions in a timely manner.
- Renewals. Customer must notify AvaIara in accordance with the Documentation if it does not want a license or product registration renewed (each such renewal prepared by Avalara, a "Renewal") that is on the Licensing Calendar or Product Registration Calendar at least 90 days prior to the expiration date of the license or product registration, as applicable. Avalara shall prepare and file the Renewal (including Customer's out of state "Non-Resident Dealer," Direct to Consumer," and/or "Direct to Trade" renewals for Customer's Licensing Jurisdictions or Product Registration Jurisdictions, as applicable) and remit the payment in accordance with the Licensing Calendar and Product Registration Calendar, provided Customer has (i) provided all necessary complete and accurate information pursuant to Section S(a), (ii) provided all other information requested by Avalara, (iii) not timely notified Avalara it does not want a license or product registration renewed, (iv) provided a signed license or product registration renewal form, if necessary, in a timely manner, and (v) adequately funded the Trust Fund. Avalara shall not provide Trust Fees. As the exclusive remedy for Avalara's failure to prepare a Renewal in a timely manner, Avalara will prepare and file, at Avalara's sole cost and expense, a license or product registration application to re-license or re-register the person, location, entity, or product for which the license or registration has lapsed. Some jurisdictions may send hard copy renewal forms directly to Customer. Customer shall forward these forms to Avalara (executed by Customer, if required) within five calendar days of receipt. Notwithstanding anything to the contrary in the Agreement, Avalara shall have no responsibility for missed renewal deadlines if Customer did not timely forward the renewal forms. Customer shall timely provide Avalara any additional post-filing information requested by the jurisdiction. Registration for BA also includes any price posting required when renewing any active products.
- Background Check. Some jurisdictions may require a background check on Customer or certain individuals associated with Customer. Customer shall cooperate with Avalara to provide the necessary information and documentation.
- Notification of Changes. Customer shall notify Avalara prior to (if possible) any change in the following: legal name, operating name, tax identification number, officer, director, LLC manager, LP general partner, direct or indirect owner, other relevant personnel, ownership structure, entity structure, licensed premises address, mailing address, business or location closure, and any other change that may trigger the need for a modification or revision of a license or product registration. Customer shall provide all necessary documentation to Avalara. Avalara has no responsibility for Customer's non-compliance due to Customer's changed circumstances.
- Returns for BA. If Customer subscribes to Returns for BA, this Section 5 and all other sections pertaining to Returns (including, without limitation, the Returns funding provisions in Section 1, the Returns notice management provision in Section 3, the Returns for BA Guarantee in Section 6, and the fees provisions in Section 7) will apply only until Avalara provides 30-days' notice to Customer that Returns for BA will be governed by the Avalara Returns Service-Specific Supplemental Terms located at https://www.avalara.com/avalara-returns-terms-of-use.
- Account Setup. Customer shall provide Avalara with all complete and accurate information requested by Avalara to establish and set up Customer's account including, without limitation: (i) a list of taxing jurisdictions for which Customer requests Avalara prepare Returns (each a "Filing Jurisdiction"), (ii) the dates and frequencies for filing Returns in each of the Filing Jurisdictions (the "Filing Calendar"), (iii) the entities (e.g., Customer or its Affiliate) for which Avalara will be preparing Returns (the “Filing Entities”) and which Filing Jurisdictions apply to each Filing Entity, (iv) tax registration numbers and login information for each Filing Entity in each Filing Jurisdiction sufficient to allow Avalara to identify, access, and use each Filing Entity’s account in that Filing Jurisdiction (the “Account Information”), (v) copies of each Filing Entity’s previous filings in the Filing Jurisdictions, as requested by Avalara, (vi) completed power(s) of attorney for each Filing Entity in accordance with Section 1(a) above, and (vii) other information necessary to properly configure Customer’s Account and prepare the Returns. Customer authorizes Avalara to access Customer’s accounts using Customer’s Account Information. Customer is solely responsible for timely providing and maintaining accurate, complete, and current information regarding the Filing Jurisdictions, the Filing Calendar, the Filing Entities, and the Account Information (collectively, the “Filing Information”), and Avalara has no obligation to audit, verify, correct, or maintain any Filing Information.
- Filing and Remittance.
- Returns Preparation and Filing. Avalara will prepare and file Returns for the Filing Entities and in the Filing Jurisdictions agreed by Avalara and Customer (including out of state "Non-Resident Dealer" and/or "Direct to Consumer" sales, excise, shipment, and markup reports/returns). Avalara may begin filing a Return on the eighth of the month (or an earlier date as necessary to facilitate compliance with Filing Jurisdiction requirements). Each (i) standard beverage alcohol return filing (ii) Non-Standard Form (defined below) or (iii) prepayment or periodic payment mandated by a Filing Jurisdiction and submitted without (i) or (ii) above prepared for one Filing Jurisdiction for one filing period is a "Return."
- Remittance. Avalara will remit Taxes for the agreed-upon Filing Entities in agreed-upon Filing Jurisdictions, provided Customer has timely made Tax Funds available. Avalara shall not provide Tax Funds. The exclusive remedy for Avalara's failure to timely file Returns as provided in this section is the Returns for BA Guarantee (as defined in Section 6). Avalara will provide details of remittance amounts per Filing Jurisdiction after submission to the Filing Jurisdictions. If there is a discrepancy between Customer's internal records and amounts remitted on behalf of Customer, Customer must report the error to Avalara by the method and deadline described in the Documentation.
- Changes to Filing Information. Customer shall review its Filing Information periodically and shall promptly communicate any changes to Avalara in accordance with the Documentation. Customer shall submit any changes to the Filing Information to Avalara no later than the twentieth of the month before the month to which the change is relevant. Any changes received after the twentieth of the month will be implemented and become effective the month after the subsequent month.
- Tax Data. Customer is solely responsible for the accuracy and completeness of all the data necessary to properly complete Returns (the "Tax Data") and all Filing Information. Avalara does not audit, validate, or verify Tax Data. Customer shall transmit to Avalara via the method and in the format designated by Avalara all Tax Data by the fifth of the month in which the Tax Data is to be reported to the Filing Jurisdictions.
- Inadequate Funding. If the Trust Fund is not adequately funded, Avalara may elect in its sole discretion to withhold filing the Return or file the Return without remitting payment. Customer will be responsible for all penalties and interest and additional Avalara fees resulting from inadequate funding (including if filing is withheld), and Customer shall immediately make funds available to Avalara for the Taxes and any interest or penalties that may have accrued. Upon provision of such funds, Avalara will file the Return (if applicable) and remit the necessary funds to the applicable Filing Jurisdiction.
- Returns for BA Guarantee. Avalara provides a guarantee of the timeliness of Returns prepared and filed by Avalara (the "Returns for BA Guarantee") under the following terms:
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes or fees that results in liability for penalties or interest due solely to Avalara's failure to timely prepare and file a Return it was obligated to file or to timely remit Taxes or fees it was obligated to remit (an "Avalara Error"), Avalara will pay Customer the lesser of (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of the Returns for BA paid by Customer during the 365 days preceding the final assessment of penalties or interest for the Ava Error (calculated as described in Section 6(c) below).
- The following conditions apply to the Returns for BA Guarantee:
- Customer must have met all of its obligations under the Terms and these Beverage Alcohol Terms, including timely providing and maintaining accurate, complete, and current information and Tax Data; timely providing all Trust Fees; and timely paying Avalara for Beverage Alcohol fees. To the extent the Avalara Error was caused by Customer's failure to perform any of the obligations in the applicable sections of these Beverage Alcohol Terms or the Terms, the Returns for BA Guarantee will not apply.
- Customer must promptly forward any notices and relevant information from the jurisdiction within 10 days of the date of the notice.
- Customer must assist Avalara in challenging the jurisdiction's findings if Avalara deems it appropriate in Avalara's sole discretion.
- Customer must assist Avalara's efforts to abate or reduce the amount of penalties or interest imposed by the Filing Jurisdiction.
- Customer must have met all of its obligations under the Terms and these Beverage Alcohol Terms, including timely providing and maintaining accurate, complete, and current information and Tax Data; timely providing all Trust Fees; and timely paying Avalara for Beverage Alcohol fees. To the extent the Avalara Error was caused by Customer's failure to perform any of the obligations in the applicable sections of these Beverage Alcohol Terms or the Terms, the Returns for BA Guarantee will not apply.
- For purposes of calculating the amount of the Avalara for Beverage Alcohol fees paid that are eligible for the Returns for BA Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for Returns for BA, and the time period will be the 365 days preceding the final assessment of penalties or interest after all appeals and abatement options have been exhausted (e.g., in the case of a final assessment issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, the parties acknowledge that fees paid for Avalara for Beverage Alcohol do not include any activation fees, fees for ancillary Professional Services, or any other one-time fees.
- lf the audit implicates other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this Returns for BA Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged Avalara Error.
- Avalara will make the Returns for BA Guarantee payment within 30 days after the date that Avalara receives the final assessment notice from the Filing Jurisdiction after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case Customer's obligations to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Customer must have a current Returns for BA subscription in good standing to be eligible to receive payment under this Returns for BA Guarantee.
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes or fees that results in liability for penalties or interest due solely to Avalara's failure to timely prepare and file a Return it was obligated to file or to timely remit Taxes or fees it was obligated to remit (an "Avalara Error"), Avalara will pay Customer the lesser of (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of the Returns for BA paid by Customer during the 365 days preceding the final assessment of penalties or interest for the Ava Error (calculated as described in Section 6(c) below).
- Fees. Customer agrees to pay fees based on Customer's subscription plan and usage of the applicable Avalara for Beverage Alcohol Service.
- Subscription Fee. Subscription fees for periods not paid upon execution of the Order Document will be invoiced monthly, quarterly, or annually (the "Billing Period") in advance. Reasonable incurred Expenses (such as shipping charges), which may not be preapproved, may also appear on the invoice and will be due as described above.
- One-Time Services. Customer may elect to purchase one-time Avalara for Beverage Alcohol services (which are "Services" under the Terms), in accordance with Avalara's then-current pricing. Unused One Time Services expire a year after purchase.
- Trust Fund Administration Fee. Avalara may charge a monthly trust fund administration fee, which may be included on the Trust Fund Statement and due as described in Section l(d) or on an invoice and due as described in Section 7(a) above.
- Background Checks. Coordination of background checks will be charged at Avalara's then-current hourly rates in quarter-hour increments.
- Expedite Fee. Customer may request expedited performance for certain Services. If the request for expedited performance is accepted by Avalara, additional charges may apply.
- Non-Standard Forms. If Customer requests (i) a form that is not offered by Avalara as a standard beverage alcohol return; or (ii) a standard beverage alcohol tax return that requires non-standard modifications to the standard beverage alcohol tax return form (each a "Non-Standard Form"), Customer shall pay Avalara's then-current per-hour rate in quarter-hour increments for preparation and filing of the Non-Standard Form.
- Additional Fees. If Customer fails to timely and completely provide accurate information required by these Beverage Alcohol Terms or Tax Funds, or otherwise fails to fulfill any obligations under these Beverage Alcohol Terms, or if Customer requires a change to the standard process described in these Beverage Alcohol Terms, Avalara may charge Customer additional fees. For example, Avalara may charge a fee: (i) if Customer does not provide Tax Funds prior to the deadline; (ii) for Avalara to change the funding process because the Bank Account or Trust Fund is not adequately funded; (iii) for Avalara to make a change to Customer's Returns, Tax Data, Tax Funds to be remitted, or any other standard process; (iv) if Customer does not timely provide the Tax Data in the format required by Avalara, or in a form requiring manual transformation, (v) if Customer comingles payment of Trust Fees and Avalara's Service fees, (vi) if any Notice management is necessary due to Customer's noncompliance with these Beverage Alcohol Terms or (vii) if Customer remits funds by check or other non-approved payment method.
- Non-Solicitation. During the Subscription Term and for a period of six months after, Customer shall not solicit for employment any employee or contractor of Avalara who worked directly on the Services provided under these Beverage Alcohol Terms. This restriction does not prohibit Customer from hiring employees who respond to job advertisements directed to the general public.
- Deviations from the Terms.
- No Automatic Upgrade. Customer's Avalara for Beverage Alcohol subscription will not be automatically upgraded to the next highest subscription tier.
- No Automatic Upgrade. Customer's Avalara for Beverage Alcohol subscription will not be automatically upgraded to the next highest subscription tier.
- Compliance with NACHA Operating Rules. The funding process described herein may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
- To the extent that Customer's funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- Customer authorizes Avalara to originate the funding requests described in Section l(b) (Trust Fund) above; and
- Customer will comply with the laws of the United States in providing such funding.
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- In addition to any other applicable termination rights, Avalara may terminate the Agreement for Customer's non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Avalara has the right to audit Customer's funding process, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- To the extent that Customer's funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
Effective October 27th 2023 to November 1st 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental 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 AvaIara for Beverage Alcohol Product-Specific Supplemental Terms ("Beverage Alcohol Terms") govern Customer's purchase and use of AvaIara Licensing for Beverage Alcohol ("Licensing for BA"), AvaIara Product Registration for Beverage Alcohol ("Registration for BA"), AvaIara Returns for Beverage Alcohol ("Returns for BA"), Avalara Beverage Alcohol Compliance Management Software ("Software for BA"), and certain other AvaIara for Beverage Alcohol Services. AvaIara AvaTax for Beverage Alcohol is governed by the AvaTax Product-Specific Supplemental Terms. These Beverage Alcohol Terms are in addition to, and incorporate by reference, the AvaIara Terms and Conditions available at www.avalara.com/terms (the "Terms"). Any capitalized terms used in these Beverage Alcohol Terms and not defined have the meanings given in the Terms.
- Power of Attorney; Trust Fund and Bank Account; License. This Section 1 is inapplicable to Software for BA.
- Power of Attorney. If requested by AvaIara, Customer shall execute one or more limited powers of attorney in the form requested by AvaIara authorizing Avalara to represent Customer in connection with the Services. Upon termination of Customer's last subscription with no balance due, AvaIara will cease to use any power or authority granted by a power of attorney signed by Customer.
- Trust Fund. AvaIara will hold Customer funds in trust (the "Trust Fund") for the purpose of remitting fees to be paid by Customer (the "Trust Fees"), including (i) initial licensing, license modifications, initial product registration, product registration revisions, and Renewals (as defined in Section 4(c) below), and associated costs and expenses (including surety bond premiums, background check fees, and shipping) (ii) funds ("Tax Funds") to pay tax amounts due ("Taxes") for any applicable Returns (as defined in Section S(b)(i)) in accordance with the Filing Calendar (as defined in Section S(a)), including making any required prepayments, (iii) the trust fund administration fee (as described in Section 7(c)), and (iv) other fees and charges. Customer shall adequately fund the Trust Fund (including by making funds available in the Bank Account (as defined in Section l(c)) for withdrawal by Avalara) and not permit it to become overdrawn. When applicable, AvaIara will draw upon the Trust Fund to pay Trust Fees due. Unused funding will remain in the Trust Fund. AvaIara holds all license fees, registration fees, and Tax Funds in trust for the benefit of the applicable jurisdiction and shall not comingle the funds provided for the Trust Fees with its general funds (except the trust fund administration fee and other fees and charges, which is a payment to AvaIara and will be transferred to Avalara's account) but may comingle the funds provided for the Trust Fees with funds held in trust on behalf of other AvaIara customers. Any interest earned on funds held in the Trust Fund accrues for the benefit of and is the sole property of AvaIara. Notwithstanding any other provision of the Agreement, (i) if Customer is more than 30 days past due on payment of Customer's Service fees or Expenses due to AvaIara, AvaIara may withdraw such fees and Expenses from the Trust Fund, and (ii) Customer shall defend, indemnify, and hold AvaIara, its Affiliates, and their respective licensors, officers, directors, employees, agents, and representatives harmless from any Losses arising out of or related to Customer's failure to timely provide immediately available funding for the Trust Fund for Trust Fees due.
- Bank Account. Customer shall provide bank account information for a bank account (the "Bank Account") from which, if permitted by Customer's power of attorney, Customer authorizes AvaIara to withdraw by ACH to replenish the Trust Fund (after the initial deposit of estimated Trust Fees) to pay Trust Fees of any type and if Customer is more than 30 days past due on payment of Customer's Service fees or Expenses due to AvaIara, to withdraw such fees and Expenses.
- Timing and Funding. A Trust Fund statement and invoice covering Avalara's estimate of the Trust Fees required for the upcoming two months (the “Trust Fund Statement”) will be provided by Avalara on or before the third of each month (except the first Trust Fund Statement, which will be presented during, and due as part of, the onboarding process). Customer shall ensure the Bank Account (or Trust Fund, if Avalara cannot withdraw from the Bank Account) has sufficient funds to pay the estimated Trust Fees no later than the sixth of the month. Funds are automatically withdrawn by ACH from the Bank Account no earlier than the seventh of each month to replenish the Trust Fund. Notwithstanding the foregoing, if Customer owes any pre-payments to Filing Jurisdictions or a Filing Jurisdiction mandates an earlier payment, the ACH withdrawal may occur earlier. Estimates contained in the Trust Fund Statement may not be adequate to cover the applicable month’s Trust Fees, and Avalara may require Customer to immediately provide additional funds at any time. Avalara will notify Customer if additional funds are needed, and upon approval from Customer Avalara will withdraw such funds from the Bank Account. Avalara has no responsibility for late fees, penalties, or interest incurred as a result of late or missed filings because Customer did not timely (including, in certain instances, immediately) provide funding for the Trust Fund. Avalara may suspend or terminate Customer’s subscription to Avalara for Beverage Alcohol or any part thereof immediately upon notice if Customer fails to timely and sufficiently fund the Bank Account (including if the ACH payment Avalara draws from the Bank Account is cancelled or returned other than by Avalara).
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the specific license, product registration, or Return for which it was provided.
- Online Portal. Except as otherwise expressly required by these Beverage Alcohol Terms, the Avalara for Beverage Alcohol online portal should be used for all requests and communications to Avalara for the Licensing for BA and Registration for BA Services. AvaIara is not responsible for requests or communications submitted through any other method.
- Notice and Correction Management. Customer may receive notices and corrections (each, a "Notice") relating to Customer's new licenses, new registrations, Renewals, or Returns directly from jurisdictions. Some Notices are informational in nature (for example, changes to the Filing Calendar or tax rate changes) while others relate to filed Returns, licenses, or product registrations. During the Subscription Term, for any Notice relating to a license, registration, Renewal, or Return filed by AvaIara or Taxes or fees remitted by Avalara, Customer shall send the Notice to AvaIara in accordance with the Documentation no later than 10 business days after the date of the Notice. During the Subscription Term, Avalara will respond to such Notices. In the case of Notices received by AvaIara more than 10 business days after the date of the Notice, AvaIara may delay response or not respond or, if Customer asks Avalara to expedite the Notice response and AvaIara agrees, charge an additional fee to expedite the Notice response. Customer is responsible for responding to or otherwise addressing all other Notices. AvaIara shall have no responsibility for any further Notice management upon expiration or termination of the subscription for the applicable Service provided under these Beverage Alcohol Terms.
- Licensing for BA and Registration for BA. The following provisions apply to Licensing for BA and Registration for BA:
- Account Setup. Customer shall provide AvaIara with all complete and accurate information to establish, set up, and maintain Customer's account including, without limitation, (i) responses to Avalara's questionnaires; provision of organizational documents; identification cards; annual production volume; license details; product data and details; federal label approvals; label images; authorization letters; identity, appointment, territories, and contacts of distributors; state registrations codes; wholesale pricing; and other information, (ii) a list of jurisdictions for which Customer requests AvaIara prepare a license application or renewal (each a "Licensing Jurisdiction") or prepare an application for a product registration or renewal (each a "Product Registration Jurisdiction"), and (iii) the license or product registration expiration date (and, if different, the renewal deadline) for licenses or registrations received prior to the Effective Date in each of the Licensing Jurisdictions or Product Registration Jurisdictions, as applicable (collectively with expiration dates for licenses or registrations for which applications were filed by AvaIara, the "Licensing Calendar" or "Product Registration Calendar"). Customer is solely responsible for timely providing and maintaining accurate, complete, and current information regarding the foregoing, and AvaIara has no obligation to audit, verify, correct, or maintain any such information. Upon receipt from AvaIara, Customer shall execute all necessary forms (including the limited power of attorney in accordance with Section l(a)).
- Initial and Revised Applications. Customer's subscription to Licensing for BA may include one or more out of state bonds, permit applications, certificates of authority, sales and excise tax permits, and other similar documentation required for an out of state license. Provided Customer has provided all necessary complete and accurate information, Avalara shall prepare each initial application or revision of a license or product registration (where a “product” is any item that may need to be registered based on COLAs, vintages, or sizes) and, if necessary, send it to Customer for execution. Upon receipt from Customer of an executed application and provided the Trust Fund is sufficiently funded, Avalara shall file it with, and remit payment to, the jurisdiction. Avalara shall not provide Tax Fees. Avalara shall use commercially reasonable efforts to prepare and file initial applications and revisions in a timely manner.
- Renewals. Customer must notify AvaIara in accordance with the Documentation if it does not want a license or product registration renewed (each such renewal prepared by Avalara, a "Renewal") that is on the Licensing Calendar or Product Registration Calendar at least 90 days prior to the expiration date of the license or product registration, as applicable. Avalara shall prepare and file the Renewal (including Customer's out of state "Non-Resident Dealer," Direct to Consumer," and/or "Direct to Trade" renewals for Customer's Licensing Jurisdictions or Product Registration Jurisdictions, as applicable) and remit the payment in accordance with the Licensing Calendar and Product Registration Calendar, provided Customer has (i) provided all necessary complete and accurate information pursuant to Section S(a), (ii) provided all other information requested by Avalara, (iii) not timely notified Avalara it does not want a license or product registration renewed, (iv) provided a signed license or product registration renewal form, if necessary, in a timely manner, and (v) adequately funded the Trust Fund. Avalara shall not provide Trust Fees. As the exclusive remedy for Avalara's failure to prepare a Renewal in a timely manner, Avalara will prepare and file, at Avalara's sole cost and expense, a license or product registration application to re-license or re-register the person, location, entity, or product for which the license or registration has lapsed. Some jurisdictions may send hard copy renewal forms directly to Customer. Customer shall forward these forms to Avalara (executed by Customer, if required) within five calendar days of receipt. Notwithstanding anything to the contrary in the Agreement, Avalara shall have no responsibility for missed renewal deadlines if Customer did not timely forward the renewal forms. Customer shall timely provide Avalara any additional post-filing information requested by the jurisdiction. Registration for BA also includes any price posting required when renewing any active products.
- Background Check. Some jurisdictions may require a background check on Customer or certain individuals associated with Customer. Customer shall cooperate with Avalara to provide the necessary information and documentation.
- Notification of Changes. Customer shall notify Avalara prior to (if possible) any change in the following: legal name, operating name, tax identification number, officer, director, LLC manager, LP general partner, direct or indirect owner, other relevant personnel, ownership structure, entity structure, licensed premises address, mailing address, business or location closure, and any other change that may trigger the need for a modification or revision of a license or product registration. Customer shall provide all necessary documentation to Avalara. Avalara has no responsibility for Customer's non-compliance due to Customer's changed circumstances.
- Returns for BA. If Customer subscribes to Returns for BA, this Section 5 and all other sections pertaining to Returns (including, without limitation, the Returns funding provisions in Section 1, the Returns notice management provision in Section 3, the Returns for BA Guarantee in Section 6, and the fees provisions in Section 7) will apply only until Avalara provides 30-days' notice to Customer that Returns for BA will be governed by the Avalara Returns Product-Specific Supplemental Terms located at https://www.avalara.com/avalara-returns-terms-of-use.
- Account Setup. Customer shall provide Avalara with all complete and accurate information requested by Avalara to establish and set up Customer's account including, without limitation: (i) a list of taxing jurisdictions for which Customer requests Avalara prepare Returns (each a "Filing Jurisdiction"), (ii) the dates and frequencies for filing Returns in each of the Filing Jurisdictions (the "Filing Calendar"), (iii) the entities (e.g., Customer or its Affiliate) for which Avalara will be preparing Returns (the “Filing Entities”) and which Filing Jurisdictions apply to each Filing Entity, (iv) tax registration numbers and login information for each Filing Entity in each Filing Jurisdiction sufficient to allow Avalara to identify, access, and use each Filing Entity’s account in that Filing Jurisdiction (the “Account Information”), (v) copies of each Filing Entity’s previous filings in the Filing Jurisdictions, as requested by Avalara, (vi) completed power(s) of attorney for each Filing Entity in accordance with Section 1(a) above, and (vii) other information necessary to properly configure Customer’s Account and prepare the Returns. Customer authorizes Avalara to access Customer’s accounts using Customer’s Account Information. Customer is solely responsible for timely providing and maintaining accurate, complete, and current information regarding the Filing Jurisdictions, the Filing Calendar, the Filing Entities, and the Account Information (collectively, the “Filing Information”), and Avalara has no obligation to audit, verify, correct, or maintain any Filing Information.
- Filing and Remittance.
- Returns Preparation and Filing. Avalara will prepare and file Returns for the Filing Entities and in the Filing Jurisdictions agreed by Avalara and Customer (including out of state "Non-Resident Dealer" and/or "Direct to Consumer" sales, excise, shipment, and markup reports/returns). Avalara may begin filing a Return on the eighth of the month (or an earlier date as necessary to facilitate compliance with Filing Jurisdiction requirements). Each (i) standard beverage alcohol return filing (ii) Non-Standard Form (defined below) or (iii) prepayment or periodic payment mandated by a Filing Jurisdiction and submitted without (i) or (ii) above prepared for one Filing Jurisdiction for one filing period is a "Return."
- Remittance. Avalara will remit Taxes for the agreed-upon Filing Entities in agreed-upon Filing Jurisdictions, provided Customer has timely made Tax Funds available. Avalara shall not provide Tax Funds. The exclusive remedy for Avalara's failure to timely file Returns as provided in this section is the Returns for BA Guarantee (as defined in Section 6). Avalara will provide details of remittance amounts per Filing Jurisdiction after submission to the Filing Jurisdictions. If there is a discrepancy between Customer's internal records and amounts remitted on behalf of Customer, Customer must report the error to Avalara by the method and deadline described in the Documentation.
- Changes to Filing Information. Customer shall review its Filing Information periodically and shall promptly communicate any changes to Avalara in accordance with the Documentation. Customer shall submit any changes to the Filing Information to Avalara no later than the twentieth of the month before the month to which the change is relevant. Any changes received after the twentieth of the month will be implemented and become effective the month after the subsequent month.
- Tax Data. Customer is solely responsible for the accuracy and completeness of all the data necessary to properly complete Returns (the "Tax Data") and all Filing Information. Avalara does not audit, validate, or verify Tax Data. Customer shall transmit to Avalara via the method and in the format designated by Avalara all Tax Data by the fifth of the month in which the Tax Data is to be reported to the Filing Jurisdictions.
- Inadequate Funding. If the Trust Fund is not adequately funded, Avalara may elect in its sole discretion to withhold filing the Return or file the Return without remitting payment. Customer will be responsible for all penalties and interest and additional Avalara fees resulting from inadequate funding (including if filing is withheld), and Customer shall immediately make funds available to Avalara for the Taxes and any interest or penalties that may have accrued. Upon provision of such funds, Avalara will file the Return (if applicable) and remit the necessary funds to the applicable Filing Jurisdiction.
- Returns for BA Guarantee. Avalara provides a guarantee of the timeliness of Returns prepared and filed by Avalara (the "Returns for BA Guarantee") under the following terms:
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes or fees that results in liability for penalties or interest due solely to Avalara's failure to timely prepare and file a Return it was obligated to file or to timely remit Taxes or fees it was obligated to remit (an "Avalara Error"), Avalara will pay Customer the lesser of (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of the Returns for BA paid by Customer during the 365 days preceding the final assessment of penalties or interest for the Ava Error (calculated as described in Section 6(c) below).
- The following conditions apply to the Returns for BA Guarantee:
- Customer must have met all of its obligations under the Terms and these Beverage Alcohol Terms, including timely providing and maintaining accurate, complete, and current information and Tax Data; timely providing all Trust Fees; and timely paying Avalara for Beverage Alcohol fees. To the extent the Avalara Error was caused by Customer's failure to perform any of the obligations in the applicable sections of these Beverage Alcohol Terms or the Terms, the Returns for BA Guarantee will not apply.
- Customer must promptly forward any notices and relevant information from the jurisdiction within 10 days of the date of the notice.
- Customer must assist Avalara in challenging the jurisdiction's findings if Avalara deems it appropriate in Avalara's sole discretion.
- Customer must assist Avalara's efforts to abate or reduce the amount of penalties or interest imposed by the Filing Jurisdiction.
- Customer must have met all of its obligations under the Terms and these Beverage Alcohol Terms, including timely providing and maintaining accurate, complete, and current information and Tax Data; timely providing all Trust Fees; and timely paying Avalara for Beverage Alcohol fees. To the extent the Avalara Error was caused by Customer's failure to perform any of the obligations in the applicable sections of these Beverage Alcohol Terms or the Terms, the Returns for BA Guarantee will not apply.
- For purposes of calculating the amount of the Avalara for Beverage Alcohol fees paid that are eligible for the Returns for BA Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for Returns for BA, and the time period will be the 365 days preceding the final assessment of penalties or interest after all appeals and abatement options have been exhausted (e.g., in the case of a final assessment issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, the parties acknowledge that fees paid for Avalara for Beverage Alcohol do not include any activation fees, fees for ancillary Professional Services, or any other one-time fees.
- lf the audit implicates other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this Returns for BA Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged Avalara Error.
- Avalara will make the Returns for BA Guarantee payment within 30 days after the date that Avalara receives the final assessment notice from the Filing Jurisdiction after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case Customer's obligations to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Customer must have a current Returns for BA subscription in good standing to be eligible to receive payment under this Returns for BA Guarantee.
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes or fees that results in liability for penalties or interest due solely to Avalara's failure to timely prepare and file a Return it was obligated to file or to timely remit Taxes or fees it was obligated to remit (an "Avalara Error"), Avalara will pay Customer the lesser of (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of the Returns for BA paid by Customer during the 365 days preceding the final assessment of penalties or interest for the Ava Error (calculated as described in Section 6(c) below).
- Fees. Customer agrees to pay fees based on Customer's subscription plan and usage of the applicable Avalara for Beverage Alcohol Service.
- Subscription Fee. Subscription fees for periods not paid upon execution of the Order Document will be invoiced monthly, quarterly, or annually (the "Billing Period") in advance. Reasonable incurred Expenses (such as shipping charges), which may not be preapproved, may also appear on the invoice and will be due as described above.
- One-Time Services. Customer may elect to purchase one-time Avalara for Beverage Alcohol services (which are "Services" under the Terms), in accordance with Avalara's then-current pricing. Unused One Time Services expire a year after purchase.
- Trust Fund Administration Fee. Avalara may charge a monthly trust fund administration fee, which may be included on the Trust Fund Statement and due as described in Section l(d) or on an invoice and due as described in Section 7(a) above.
- Background Checks. Coordination of background checks will be charged at Avalara's then-current hourly rates in quarter-hour increments.
- Expedite Fee. Customer may request expedited performance for certain Services. If the request for expedited performance is accepted by Avalara, additional charges may apply.
- Non-Standard Forms. If Customer requests (i) a form that is not offered by Avalara as a standard beverage alcohol return; or (ii) a standard beverage alcohol tax return that requires non-standard modifications to the standard beverage alcohol tax return form (each a "Non-Standard Form"), Customer shall pay Avalara's then-current per-hour rate in quarter-hour increments for preparation and filing of the Non-Standard Form.
- Additional Fees. If Customer fails to timely and completely provide accurate information required by these Beverage Alcohol Terms or Tax Funds, or otherwise fails to fulfill any obligations under these Beverage Alcohol Terms, or if Customer requires a change to the standard process described in these Beverage Alcohol Terms, Avalara may charge Customer additional fees. For example, Avalara may charge a fee: (i) if Customer does not provide Tax Funds prior to the deadline; (ii) for Avalara to change the funding process because the Bank Account or Trust Fund is not adequately funded; (iii) for Avalara to make a change to Customer's Returns, Tax Data, Tax Funds to be remitted, or any other standard process; (iv) if Customer does not timely provide the Tax Data in the format required by Avalara, or in a form requiring manual transformation, (v) if Customer comingles payment of Trust Fees and Avalara's Service fees, (vi) if any Notice management is necessary due to Customer's noncompliance with these Beverage Alcohol Terms or (vii) if Customer remits funds by check or other non-approved payment method.
- Non-Solicitation. During the Subscription Term and for a period of six months after, Customer shall not solicit for employment any employee or contractor of Avalara who worked directly on the Services provided under these Beverage Alcohol Terms. This restriction does not prohibit Customer from hiring employees who respond to job advertisements directed to the general public.
- Deviations from the Terms.
- No Automatic Upgrade. Customer's Avalara for Beverage Alcohol subscription will not be automatically upgraded to the next highest subscription tier.
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- No Automatic Upgrade. Customer's Avalara for Beverage Alcohol subscription will not be automatically upgraded to the next highest subscription tier.
- Compliance with NACHA Operating Rules. The funding process described herein may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
- To the extent that Customer's funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- Customer authorizes Avalara to originate the funding requests described in Section l(b) (Trust Fund) above; and
- Customer will comply with the laws of the United States in providing such funding.
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- In addition to any other applicable termination rights, Avalara may terminate the Agreement for Customer's non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Avalara has the right to audit Customer's funding process, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- To the extent that Customer's funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
CertCapture
Effective November 1st 2023
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These CertCapture Service-Specific Supplemental Terms (“CertCapture Terms”) govern Customer’s use of Avalara’s CertCapture Service. These CertCapture Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/legal/terms (the “Terms”). Any capitalized term used in these CertCapture Terms and not defined shall have the meaning given in the Terms.
- Definitions.
- “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 a Compliance Document Management Service for use in a single jurisdiction. If a single compliance document image is used for multiple jurisdictions, each of the jurisdictions where it is used will count as one Certificate.
- “CertCapture” means the Service for the storage and management of tax exemption certificates.
- Certificate Calculations. CertCapture has usage tiers based on the intended number of Certificates recorded by Customer. The number of Certificates counted for purposes of calculating usage of CertCapture will be the maximum number of Certificates stored at any point in time during each Subscription Term.
- Automatic Upgrades and Overages. Customer may choose one of two options if Customer exceeds the usage tier for Certificates set forth in its Order Document: either payment of a per-Certificate overage charge or automatic upgrade to the next subscription tier. At any time prior to exceeding the number of Certificates in Customer’s purchased subscription tier, Customer may change the selected option, but the default choice will be the overage option unless the automatic upgrade option has been specified by Customer. 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.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the Service for which it was provided.
- Add-On Services. Customer may purchase the following Add-On Services.
- CertCapture Single Sign-On. “CertCapture Single Sign-On” permits Customer’s Authorized Users to access CertCapture using a web-based single sign-on service, eliminating the need for application-specific passwords. CertCapture Single Sign-On integration with the Service uses the SAML 2.0 standard. SAML 2.0 is not compatible with previous versions of the SAML protocol, and SAML 1.0 and 1.1 are not supported.
- Customer Data File Exchange. “Customer Data File Exchange” enables secure file upload and import between a client application and CertCapture through a secure FTP site. Avalara charges a separate fee for each application that integrates into Customer Data File Exchange.
- Exemption Data File Exchange. “Exemption Data File Exchange” enables secure file extraction and download between a client application and CertCapture through a secure FTP site. Avalara charges a separate fee for each application that integrates into Exemption Data File Exchange.
- CertCapture for Retail. “CertCapture for Retail” allows Customers to enable their store associates and sales representatives to look up customer tax exemption status and allow their customers to digitally complete new certificates or upload already completed forms. Certificates can be automatically validated on completion and stored in CertCapture or submitted into CertCapture’s data entry area for validation. CertCapture for Retail also provides access to the CertCapture mobile scan app for digitizing paper exemption certificates and submitting to CertCapture for validation and storage.
- CertCapture Dedicated Server. With this module, Avalara provides a dedicated database server for CertCapture Customer Data.
- CertCapture for eCommerce. “CertCapture for eCommerce” integrates with an existing digital storefront or order management software to create new exemption certificates with online validation. Certificates can be automatically validated on completion and stored in CertCapture or submitted into CertCapture’s data entry area for validation.
- CertCapture Managed Services.
- Upload. Avalara will convert hard copies of legacy certificates to PDF files and upload the PDF files into Customer’s Account. Images will not be visible in Customer’s Account until validated.
- Identification Number. 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.
- Review. Avalara will review the Certificates and assess contents for inclusion of Customer’s customer name, Customer name, exemption reason, tax identification number, signature, and signature date. Avalara will verify the resale tax identification number for those states that make this information available on their websites, and will verify the format of this number for all states. Avalara will not otherwise verify the accuracy of this number.
- Reports. Avalara will make standard reports available so Customer can review the validations that have been performed and their results.
- Multijurisdictional Certificates. 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). Each jurisdiction counts as a unique validation. Avalara will validate multijurisdictional Certificates for each jurisdiction. Customer can opt to limit validation of multijurisdictional Certificates to those jurisdictions contained in its nexus table or Customer Data.
- Campaigns. Avalara will conduct a campaign to request updated Certificates from Customer’s customers using Avalara forms.
- Email and Mail. With respect to recurring CertCapture Managed Services, Avalara will prepare and send letters for up to 15% the number of Certificates in Customer’s purchased subscription tier. The letters will be sent by the U.S. Postal Service. This mailing service includes printing envelopes and contents, stuffing envelopes, applying postage, and mailing.
- Data Formatting. Customer is responsible for ensuring that such data is accurate, up-to-date, and complete to the best of Customer’s knowledge, and shall answer Avalara’s questions regarding such data in a timely manner and for provide final written approval of the resulting data set.
- Disclaimers. Customer understands and agrees that CertCapture Managed Services do not guarantee the validity of Certificates and that campaigns do not have a guaranteed response rate.
- Avalara Compliance Document Network. For the purpose of facilitating easier and more accurate sharing of compliance documents between sellers, buyers, and other participants in Avalara’s compliance document management system (“Network Participants”), Avalara may create a directory listing for Customer that includes Customer’s identifying information (for example, name, address, and business category) to be shared with other Network Participants. If Customer wishes to opt out of participating in the Avalara compliance document network, Customer may do so by emailing legal@avalara.com.
- Optional Use. Avalara may elect to provide Customer with access to certain Services for a limited time without charge. Customer acknowledges Avalara may remove Customer's access to such Services at any time without notice.
Compliance Document Management
Effective January 1st 2025
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Please note that these updated Service-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or Service purchase made on or after January 1, 2025.
These Compliance Document Management Service-Specific Supplemental Terms (“CDM Terms”) govern Customer’s use of certain of Avalara’s Compliance Document Management Services, including ECM and ECMS (formerly a TTR offering). These CDM Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://avalara.com/terms (the “Terms”). Any capitalized term used in these CDM Terms and not defined shall have the meaning given in the Terms.
- Definitions.
- “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 a Compliance Document Management Service for use in a single jurisdiction. If a single compliance document image is used for multiple jurisdictions, each of the jurisdictions where it is used will count as one Certificate.
- “Compliance Document Management Service” means a service for the storage and management of compliance documents, including ECM, ECMS, and VendorCapture.
- “Customer Exemption Management” means the feature of ECM Essentials and the optional feature of ECM Pro, ECM Premium, and ECMS for the storage and management of customer tax exemption Certificates.
- “ECM” means ECM Essentials, ECM Pro, and ECM Premium.
- “ECM Essentials,” “ECM Pro,” and “ECM Premium” mean the Exemption Certificate Management Essentials, Exemption Certificate Management Pro, and Exemption Certificate Management Premium (formerly Exemption Certificate Management Enterprise) Services, respectively, for the storage and management of tax exemption certificates.
- “ECM MS Pro” and “ECM MS Premium” mean Exemption Certificate Management Managed Services Pro and Exemption Certificate Management Managed Services Premium, respectively.
- “ECMS” means the Exemption Certificate Management System Service (formerly a TTR offering).
- “ECMS Assisted Support” means the service for support of ECMS (formerly a TTR offering).
- “ECMS Managed Services” means, as applicable, the one-time (ECMS MS Enterprise – Certificate Validations) or recurring (ECMS Recurring MS Enterprise) Compliance Document Management Service for certification collection, validation, and data entry (formerly TTR offerings).
- “VendorCapture” means the service for the storage and management of federal withholding forms.
- “Vendor Exemption Management” means the optional feature of ECM Pro, ECM Premium, and ECMS for the storage and management of vendor tax exemption 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 a Compliance Document Management Service for use in a single jurisdiction. If a single compliance document image is used for multiple jurisdictions, each of the jurisdictions where it is used will count as one Certificate.
- Certificate Calculations. Compliance Document Management Services have usage tiers based on the intended number of Certificates recorded by Customer. The number of Certificates counted for purposes of calculating usage of the Compliance Document Management Services will be the maximum number of Certificates stored at any point in time during each Subscription Term, including both those in production and those stored in a Customer's sandbox account. If Customer’s Service includes both Customer Exemption Management and Vendor Exemption Management, Certificate counts for each feature will be separate.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the Service for which it was provided.
- Other Services. Customer may purchase the following add-on Services.
- Customer Data File Exchange. “Customer Data File Exchange” enables secure file upload and import between a client application and certain Compliance Document Management Services through a secure FTP site. Avalara charges a separate fee for each application that integrates into Customer Data File Exchange.
- Exemption Data File Exchange. “Exemption Data File Exchange” enables secure file extraction and download between a client application and certain Compliance Document Management Services through a secure FTP site. Avalara charges a separate fee for each application that integrates into Exemption Data File Exchange.
- ECM Managed Services.
- Upload. Except with respect to ECM MS Pro, Avalara will convert hard copies of legacy certificates to PDF files and upload the PDF files into Customer’s Account. Images will not be visible in Customer’s Account until validated.
- Identification Number. 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.
- Review. Avalara will review the Certificates and assess contents for inclusion of Customer’s customer name, Customer name, exemption reason, tax identification number, signature, and signature date. Avalara will verify the resale tax identification number for those states that make this information available on their websites, and will verify the format of this number for all states. Avalara will not otherwise verify the accuracy of this number.
- Reports. Avalara will make standard reports available so that Customer can review the validations that have been performed and their results.
- Multijurisdictional Certificates. 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). Each jurisdiction counts as a unique validation. Except with respect to ECM MS Pro, Avalara will validate multijurisdictional Certificates for each jurisdiction. Customer can opt to limit validation of multijurisdictional Certificates to those jurisdictions contained in its nexus table or Customer Data. With respect to ECM MS Pro, Avalara will validate multijurisdictional Certificates for those jurisdictions contained in the Customer Data.
- Campaigns. Avalara will conduct a campaign to request updated Certificates from Customer’s customers using Avalara forms.
- Email and Mail. With respect to ECM MS Pro, Avalara will prepare and send up to 2 emails times the number of Customer’s purchased subscription tier. With respect to ECM MS Premium, Avalara will prepare and send up to 3 emails and 2 letters times the number of Customer’s purchased subscription tier. The letters will be sent by the U.S. Postal Service. This mailing service includes printing envelopes and contents, stuffing envelopes, applying postage, and mailing.
- Inbound Support. With respect to ECM MS Premium, Avalara will provide limited inbound email and phone support for Customer’s customers in response to campaigns. Avalara will answer questions from Customer’s customers related to the procedure for providing updated Certificates. Customer will be responsible for answering all other questions.
- Data Formatting. With respect to ECM MS Premium, if Customer manually uploads data as a .csv file, Avalara will convert such data into a data set that permits import into Customer’s Account. Customer is responsible for ensuring that such data is accurate, up-to-date, and complete to the best of Customer’s knowledge, and shall answer Avalara’s questions regarding such data in a timely manner and for provide final written approval of the resulting data set.
- Disclaimers. Customer understands and agrees that ECM Managed Services do not guarantee the validity of Certificates and that campaigns do not have a guaranteed response rate.
- Software Configuration. With respect to ECM MS Premium, after software implementation, if requested in writing by Customer, Avalara will change configurations within the ECM Service on Customer’s behalf.
- Avalara Compliance Document Network. For the purpose of facilitating easier and more accurate sharing of compliance documents between sellers, buyers, and other participants in Avalara’s compliance document management system (“Network Participants”), Avalara may create a directory listing for Customer that includes Customer’s identifying information (for example, name, address, and business category) to be shared with other Network Participants. If Customer wishes to opt out of participating in the Avalara compliance document network, Customer may do so by emailing legal@avalara.com.
- Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to certain Services described in these CDM Terms by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercise Customer’s termination rights under this Section 7 (Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for the terminated Service. This Section 7 only applies to the following Services: ECM and VendorCapture.
- Optional Use. Avalara may elect to provide Customer with access to certain Compliance Document Management Services for a limited time without charge. Customer acknowledges Avalara may remove Customer's access to such Services at any time without notice.
- ECMS Managed Services. If Customer purchases ECMS Managed Services (formerly a TTR offering):
- Certificate Validation. Avalara will perform the quantity of validations of Certificates listed on the Order Document. If a Certificate is rejected, a subsequent reexamination counts as an additional validation.
- Avalara will receive legacy certificates and upload the 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.
- Disclaimer. Customer understands and agrees that Certificate Validation Services do not guarantee the validity of Certificates.
- Campaigns.
- Avalara will prepare and send emails to request updated Certificates to up to the number of Customer’s customers 2.5 times the number of validations purchased. 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. If Avalara follows up via postal mail, Avalara may charge Customer for necessary Expenses, which need not be preapproved by Customer.
- Disclaimer. Customer understands and agrees that campaigns do not guarantee a response rate to the campaign nor that the Certificates generated by the campaign will be valid.
- 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.
- Certificate Validation. Avalara will perform the quantity of validations of Certificates listed on the Order Document. If a Certificate is rejected, a subsequent reexamination counts as an additional validation.
- ECMS Assisted Support.
- Support. Customer shall have access to an Avalara ECMS expert during Avalara’s regular business hours for up to ten thirty-minute calls per Subscription Term. As requested by Customer, the ECMS expert may provide website training, consult on industry best practices, consult on software configuration options, and provide certain other assistance as needed. Customer acknowledges Avalara will not provide tax advice as part of this support package.
- ECMS Training. Avalara will provide up to two sessions of user training per Subscription Term on the use and maintenance of ECMS at a mutually agreed time.
- Transition to ECM. Customer acknowledges and accepts that Avalara may deprecate ECMS during the Subscription Term. In such case, Customer will be migrated to the appropriate ECM Service that contains substantially equivalent core functionality for the remainder of the Subscription Term. Customer agrees that migration may require Customer to make resources available to enable the migration, including to revise Customer-specific functionality that was previously custom developed for or by Customer. Avalara shall not be responsible for Services unused due to Customer not making such resources available.
- Deviations from the Terms.
- Automatic Updates and Overages. Notwithstanding anything to the contrary in the Terms, if Customer exceeds an applicable usage tier included in its Compliance Document Management Service subscription, the default choice is payment of an overage fee. Notwithstanding the foregoing, there is no upgrade option available if Customer exceeds the highest tier for ECM Essentials, and overage fees apply.
Effective November 1st 2023 to December 31st 2024
DownloadTable of Contents
These Compliance Document Management Service-Specific Supplemental Terms (“CDM Terms”) govern Customer’s use of certain of Avalara’s Compliance Document Management Services, including ECM and ECMS (formerly a TTR offering). These CDM Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/legal/terms (the “Terms”). Any capitalized term used in these CDM Terms and not defined shall have the meaning given in the Terms.
- Definitions.
- “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 a Compliance Document Management Service for use in a single jurisdiction. If a single compliance document image is used for multiple jurisdictions, each of the jurisdictions where it is used will count as one Certificate.
- “Compliance Document Management Service” means a service for the storage and management of compliance documents, including ECM, ECMS, ExciseCapture, and VendorCapture.
- “Customer Exemption Management” means the feature of ECM Essentials and the optional feature of ECM Pro, ECM Premium, and ECMS for the storage and management of customer tax exemption Certificates.
- “ECM” means ECM Essentials, ECM Pro, and ECM Premium.
- “ECM Essentials,” “ECM Pro,” and “ECM Premium” mean the Exemption Certificate Management Essentials, Exemption Certificate Management Pro, and Exemption Certificate Management Premium (formerly Exemption Certificate Management Enterprise) Services, respectively, for the storage and management of tax exemption certificates.
- “ECM MS Pro” and “ECM MS Premium” mean Exemption Certificate Management Managed Services Pro and Exemption Certificate Management Managed Services Premium, respectively.
- “ECMS” means the Exemption Certificate Management System Service (formerly a TTR offering).
- “ECMS Assisted Support” means the service for support of ECMS (formerly a TTR offering).
- “ECMS Managed Services” means, as applicable, the one-time (ECMS MS Enterprise – Certificate Validations) or recurring (ECMS Recurring MS Enterprise) Compliance Document Management Service for certification collection, validation, and data entry (formerly TTR offerings).
- “ExciseCapture” means the service for the storage and management of excise licenses and IDs.
- “VendorCapture” means the service for the storage and management of federal withholding forms.
- “Vendor Exemption Management” means the optional feature of ECM Pro, ECM Premium, and ECMS for the storage and management of vendor tax exemption 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 a Compliance Document Management Service for use in a single jurisdiction. If a single compliance document image is used for multiple jurisdictions, each of the jurisdictions where it is used will count as one Certificate.
- Certificate Calculations. Compliance Document Management Services have usage tiers based on the intended number of Certificates recorded by Customer. The number of Certificates counted for purposes of calculating usage of the Compliance Document Management Services will be the maximum number of Certificates stored at any point in time during each Subscription Term. If Customer’s Service includes both Customer Exemption Management and Vendor Exemption Management, Certificate counts for each feature will be separate.
- Automatic Upgrades and Overages. Customer may not exceed the highest usage tier available on ECM Essentials. For all usage tiers of all Compliance Document Management Services except the highest tier ECM Essentials, Customer may choose one of two options if that Customer exceeds the usage tier for Certificates set forth in its Order Document: either payment of a per-Certificate overage charge or automatic upgrade to the next subscription tier. At any time prior to exceeding the number of Certificates in Customer’s purchased subscription tier, Customer may change the selected option, but the default choice will be the overage option unless the automatic upgrade option has been specified by Customer. 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.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the Service for which it was provided.
- Other Services. Customer may purchase the following add-on Services.
- Customer Data File Exchange. “Customer Data File Exchange” enables secure file upload and import between a client application and certain Compliance Document Management Services through a secure FTP site. Avalara charges a separate fee for each application that integrates into Customer Data File Exchange.
- Exemption Data File Exchange. “Exemption Data File Exchange” enables secure file extraction and download between a client application and certain Compliance Document Management Services through a secure FTP site. Avalara charges a separate fee for each application that integrates into Exemption Data File Exchange.
- ECM Managed Services.
- Upload. Except with respect to ECM MS Pro, Avalara will convert hard copies of legacy certificates to PDF files and upload the PDF files into Customer’s Account. Images will not be visible in Customer’s Account until validated.
- Identification Number. 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.
- Review. Avalara will review the Certificates and assess contents for inclusion of Customer’s customer name, Customer name, exemption reason, tax identification number, signature, and signature date. Avalara will verify the resale tax identification number for those states that make this information available on their websites, and will verify the format of this number for all states. Avalara will not otherwise verify the accuracy of this number.
- Reports. Avalara will make standard reports available so that Customer can review the validations that have been performed and their results.
- Multijurisdictional Certificates. 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). Each jurisdiction counts as a unique validation. Except with respect to ECM MS Pro, Avalara will validate multijurisdictional Certificates for each jurisdiction. Customer can opt to limit validation of multijurisdictional Certificates to those jurisdictions contained in its nexus table or Customer Data. With respect to ECM MS Pro, Avalara will validate multijurisdictional Certificates for those jurisdictions contained in the Customer Data.
- Campaigns. Avalara will conduct a campaign to request updated Certificates from Customer’s customers using Avalara forms.
- Email and Mail. With respect to ECM MS Pro, Avalara will prepare and send up to 2 emails times the number of Customer’s purchased subscription tier. With respect to ECM MS Premium, Avalara will prepare and send up to 3 emails and 2 letters times the number of Customer’s purchased subscription tier. The letters will be sent by the U.S. Postal Service. This mailing service includes printing envelopes and contents, stuffing envelopes, applying postage, and mailing.
- Inbound Support. With respect to ECM MS Premium, Avalara will provide limited inbound email and phone support for Customer’s customers in response to campaigns. Avalara will answer questions from Customer’s customers related to the procedure for providing updated Certificates. Customer will be responsible for answering all other questions.
- Data Formatting. With respect to ECM MS Premium, if Customer manually uploads data as a .csv file, Avalara will convert such data into a data set that permits import into Customer’s Account. Customer is responsible for ensuring that such data is accurate, up-to-date, and complete to the best of Customer’s knowledge, and shall answer Avalara’s questions regarding such data in a timely manner and for provide final written approval of the resulting data set.
- Disclaimers. Customer understands and agrees that ECM Managed Services do not guarantee the validity of Certificates and that campaigns do not have a guaranteed response rate.
- Software Configuration. With respect to ECM MS Premium, after software implementation, if requested in writing by Customer, Avalara will change configurations within the ECM Service on Customer’s behalf.
- Avalara Compliance Document Network. For the purpose of facilitating easier and more accurate sharing of compliance documents between sellers, buyers, and other participants in Avalara’s compliance document management system (“Network Participants”), Avalara may create a directory listing for Customer that includes Customer’s identifying information (for example, name, address, and business category) to be shared with other Network Participants. If Customer wishes to opt out of participating in the Avalara compliance document network, Customer may do so by emailing legal@avalara.com.
- Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to certain Services described in these CDM Terms by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercise Customer’s termination rights under this Section 7 (Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for the terminated Service. This Section 7 only applies to the following Services: ECM, ExciseCapture, and VendorCapture.
- Optional Use. Avalara may elect to provide Customer with access to certain Compliance Document Management Services for a limited time without charge. Customer acknowledges Avalara may remove Customer's access to such Services at any time without notice.
- ECMS Managed Services. If Customer purchases ECMS Managed Services (formerly a TTR offering):
- Certificate Validation. Avalara will perform the quantity of validations of Certificates listed on the Order Document. If a Certificate is rejected, a subsequent reexamination counts as an additional validation.
- Avalara will receive legacy certificates and upload the 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.
- Disclaimer. Customer understands and agrees that Certificate Validation Services do not guarantee the validity of Certificates.
- Campaigns.
- Avalara will prepare and send emails to request updated Certificates to up to the number of Customer’s customers 2.5 times the number of validations purchased. 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. If Avalara follows up via postal mail, Avalara may charge Customer for necessary Expenses, which need not be preapproved by Customer.
- Disclaimer. Customer understands and agrees that campaigns do not guarantee a response rate to the campaign nor that the Certificates generated by the campaign will be valid.
- 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.
- Certificate Validation. Avalara will perform the quantity of validations of Certificates listed on the Order Document. If a Certificate is rejected, a subsequent reexamination counts as an additional validation.
- ECMS Assisted Support.
- Support. Customer shall have access to an Avalara ECMS expert during Avalara’s regular business hours for up to ten thirty-minute calls per Subscription Term. As requested by Customer, the ECMS expert may provide website training, consult on industry best practices, consult on software configuration options, and provide certain other assistance as needed. Customer acknowledges Avalara will not provide tax advice as part of this support package.
- ECMS Training. Avalara will provide up to two sessions of user training per Subscription Term on the use and maintenance of ECMS at a mutually agreed time.
- Transition to ECM. Customer acknowledges and accepts that Avalara may deprecate ECMS during the Subscription Term. In such case, Customer will be migrated to the appropriate ECM Service that contains substantially equivalent core functionality for the remainder of the Subscription Term. Customer agrees that migration may require Customer to make resources available to enable the migration, including to revise Customer-specific functionality that was previously custom developed for or by Customer. Avalara shall not be responsible for Services unused due to Customer not making such resources available.
Effective October 27th 2023 to November 1st 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after June 21, 2023.
Table of Contents
Last updated June 21, 2023.
These Compliance Document Management Product-Specific Supplemental Terms (“CDM Terms”, formerly known as the CertCapture Supplemental Terms) govern Customer’s use of certain of Avalara’s Compliance Document Management Services, including ECM, ECMS (formerly a TTR offering), and CertCapture. These CDM Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/legal/terms (the “Terms”). Any capitalized term used in these CDM Terms and not defined shall have the meaning given in the Terms.
These Compliance Document Management Product-Specific Supplemental Terms (“CDM Terms”, formerly known as the CertCapture Supplemental Terms) govern Customer’s use of certain of Avalara’s Compliance Document Management Services, including ECM, ECMS (formerly a TTR offering), and CertCapture. These CDM Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/legal/terms (the “Terms”). Any capitalized term used in these CDM Terms and not defined shall have the meaning given in the Terms.
- Definitions.
- “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 a Compliance Document Management Service for use in a single jurisdiction. If a single compliance document image is used for multiple jurisdictions, each of the jurisdictions where it is used will count as one Certificate.
- “CertCapture” means the Service for the storage and management of tax exemption certificates.
- “Compliance Document Management Service” means a Service for the storage and management of compliance documents, including CertCapture, ECM, ECMS, ExciseCapture, and VendorCapture.
- “Customer Exemption Management” means the feature of ECM Essentials and the optional feature of ECM Pro, ECM Premium, and ECMS for the storage and management of customer tax exemption Certificates.
- “ECM” means ECM Essentials, ECM Pro, and ECM Premium.
- “ECM Essentials,” “ECM Pro,” and “ECM Premium” mean the Exemption Certificate Management Essentials, Exemption Certificate Management Pro, and Exemption Certificate Management Premium (formerly Exemption Certificate Management Enterprise) Services, respectively, for the storage and management of tax exemption certificates.
- “ECM MS Pro” and “ECM MS Premium” mean Exemption Certificate Management Managed Services Pro and Exemption Certificate Management Managed Services Premium, respectively.
- “ECMS” means the Exemption Certificate Management System Service (formerly a TTR offering).
- “ECMS Assisted Support” means the Service for support of ECMS (formerly a TTR offering).
- “ECMS Managed Services” means, as applicable, the one-time (ECMS MS Enterprise – Certificate Validations) or recurring (ECMS Recurring MS Enterprise) Compliance Document Management Service for certification collection, validation, and data entry (formerly TTR offerings).
- “ExciseCapture” means the Service for the storage and management of excise licenses and IDs.
- “VendorCapture” means the Service for the storage and management of federal withholding forms.
- “Vendor Exemption Management” means the feature of CertCapture and the optional feature of ECM Pro, ECM Premium, and ECMS for the storage and management of vendor tax exemption 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 a Compliance Document Management Service for use in a single jurisdiction. If a single compliance document image is used for multiple jurisdictions, each of the jurisdictions where it is used will count as one Certificate.
- Certificate Calculations. Compliance Document Management Services have usage tiers based on the intended number of Certificates recorded by Customer. The number of Certificates counted for purposes of calculating usage of the Compliance Document Management Services will be the maximum number of Certificates stored at any point in time during each Subscription Term. Except with respect to CertCapture, if Customer’s Service includes both Customer Exemption Management and Vendor Exemption Management, Certificate counts for each feature will be separate.
- Automatic Upgrades and Overages. Customer may not exceed the highest usage tier available on ECM Essentials. For all usage tiers of all Compliance Document Management Services except the highest tier ECM Essentials, Customer may choose one of two options if that Customer exceeds the usage tier for Certificates set forth in its Order Document: either payment of a per-Certificate overage charge or automatic upgrade to the next subscription tier. At any time prior to exceeding the number of Certificates in Customer’s purchased subscription tier, Customer may change the selected option, but the default choice will be the overage option unless the automatic upgrade option has been specified by Customer. 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.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the Service for which it was provided.
- Other Services. Customer may purchase the following add-on Services.
- CertCapture Single Sign-On. “CertCapture Single Sign-On” permits Customer’s Authorized Users to access certain Compliance Document Management Services using a web-based single sign-on service, eliminating the need for application-specific passwords. CertCapture Single Sign-On integration with the Service uses the SAML 2.0 standard. SAML 2.0 is not compatible with previous versions of the SAML protocol, and SAML 1.0 and 1.1 are not supported.
- Customer Data File Exchange. “Customer Data File Exchange” enables secure file upload and import between a client application and certain Compliance Document Management Services through a secure FTP site. Avalara charges a separate fee for each application that integrates into Customer Data File Exchange.
- Exemption Data File Exchange. “Exemption Data File Exchange” enables secure file extraction and download between a client application and certain Compliance Document Management Services through a secure FTP site. Avalara charges a separate fee for each application that integrates into Exemption Data File Exchange.
- CertCapture for Retail. “CertCapture for Retail” allows Customers to enable their store associates and sales representatives to look up customer tax exemption status and allow their customers to digitally complete new certificates or upload already completed forms. Certificates can be automatically validated on completion and stored in CertCapture or submitted into CertCapture’s data entry area for validation. CertCapture for Retail also provides access to the CertCapture mobile scan app for digitizing paper exemption certificates and submitting to CertCapture for validation and storage.
- CertCapture Dedicated Server. With this module, Avalara provides a dedicated database server for CertCapture Customer Data.
- CertCapture for eCommerce. “CertCapture for eCommerce” integrates with an existing digital storefront or order management software to create new exemption certificates with online validation. Certificates can be automatically validated on completion and stored in CertCapture or submitted into CertCapture’s data entry area for validation.
- CertCapture / ECM Managed Services.
- Upload. Except with respect to ECM MS Pro, Avalara will convert hard copies of legacy certificates to PDF files and upload the PDF files into Customer’s Account. Images will not be visible in Customer’s Account until validated.
- Identification Number. 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.
- Review. Avalara will review the Certificates and assess contents for inclusion of Customer’s customer name, Customer name, exemption reason, tax identification number, signature, and signature date. Avalara will verify the resale tax identification number for those states that make this information available on their websites, and will verify the format of this number for all states. Avalara will not otherwise verify the accuracy of this number.
- Reports. Avalara will make standard reports available so that Customer can review the validations that have been performed and their results.
- Multijurisdictional Certificates. 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). Each jurisdiction counts as a unique validation. Except with respect to ECM MS Pro, Avalara will validate multijurisdictional Certificates for each jurisdiction. Customer can opt to limit validation of multijurisdictional Certificates to those jurisdictions contained in its nexus table or Customer Data. With respect to ECM MS Pro, Avalara will validate multijurisdictional Certificates for those jurisdictions contained in the Customer Data.
- Campaigns. Avalara will conduct a campaign to request updated Certificates from Customer’s customers using Avalara forms.
- Email and Mail. With respect to recurring CertCapture Managed Services, Avalara will prepare and send letters for up to 15% the number of Certificates in Customer’s purchased subscription tier. With respect to ECM MS Pro, Avalara will prepare and send up to 2 emails times the number of Customer’s purchased subscription tier. With respect to ECM MS Premium, Avalara will prepare and send up to 3 emails and 2 letters times the number of Customer’s purchased subscription tier. The letters will be sent by the U.S. Postal Service. This mailing service includes printing envelopes and contents, stuffing envelopes, applying postage, and mailing.
- Inbound Support. With respect to ECM MS Premium, Avalara will provide limited inbound email and phone support for Customer’s customers in response to campaigns. Avalara will answer questions from Customer’s customers related to the procedure for providing updated Certificates. Customer will be responsible for answering all other questions.
- Data Formatting. With respect to ECM MS Premium, if Customer manually uploads data as a .csv file, Avalara will convert such data into a data set that permits import into Customer’s Account. Customer is responsible for ensuring that such data is accurate, up-to-date, and complete to the best of Customer’s knowledge, and shall answer Avalara’s questions regarding such data in a timely manner and for provide final written approval of the resulting data set.
- Disclaimers. Customer understands and agrees that CertCapture / ECM Managed Services do not guarantee the validity of Certificates and that campaigns do not have a guaranteed response rate.
- Software Configuration. With respect to ECM MS Premium, after software implementation, if requested in writing by Customer, Avalara will change configurations within the ECM Service on Customer’s behalf.
- CertCapture Single Sign-On. “CertCapture Single Sign-On” permits Customer’s Authorized Users to access certain Compliance Document Management Services using a web-based single sign-on service, eliminating the need for application-specific passwords. CertCapture Single Sign-On integration with the Service uses the SAML 2.0 standard. SAML 2.0 is not compatible with previous versions of the SAML protocol, and SAML 1.0 and 1.1 are not supported.
- Avalara Compliance Document Network. For the purpose of facilitating easier and more accurate sharing of compliance documents between sellers, buyers, and other participants in Avalara’s compliance document management system (“Network Participants”), Avalara may create a directory listing for Customer that includes Customer’s identifying information (for example, name, address, and business category) to be shared with other Network Participants. If Customer wishes to opt out of participating in the Avalara compliance document network, Customer may do so by emailing legal@avalara.com.
- Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to certain Services described in these CDM Terms by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercise Customer’s termination rights under this Section 7 (Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for the terminated Service. This Section 7 only applies to the following Services: CertCapture, ECM, ExciseCapture, and VendorCapture.
- Optional Use. Avalara may elect to provide Customer with access to certain Compliance Document Management Services for a limited time without charge. Customer acknowledges Avalara may remove Customer's access to such Services at any time without notice.
- ECMS Uptime Statistics. With respect to ECMS, ECMS Managed Services, and ECMS Assisted Support (each formerly a TTR offering), Avalara may elect not to provide uptime statistics.
- ECMS Managed Services. If Customer purchases ECMS Managed Services (formerly a TTR offering):
- Certificate Validation. Avalara will perform the quantity of validations of Certificates listed on the Order Document. If a Certificate is rejected, a subsequent reexamination counts as an additional validation.
- Avalara will receive legacy certificates and upload the 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.
- Disclaimer. Customer understands and agrees that Certificate Validation Services do not guarantee the validity of Certificates.
- Campaigns.
- Avalara will prepare and send emails to request updated Certificates to up to the number of Customer’s customers 2.5 times the number of validations purchased. 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. If Avalara follows up via postal mail, Avalara may charge Customer for necessary Expenses, which need not be preapproved by Customer.
- Disclaimer. Customer understands and agrees that campaigns do not guarantee a response rate to the campaign nor that the Certificates generated by the campaign will be valid.
- 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.
- Certificate Validation. Avalara will perform the quantity of validations of Certificates listed on the Order Document. If a Certificate is rejected, a subsequent reexamination counts as an additional validation.
- ECMS Assisted Support.
- Support. Customer shall have access to an Avalara ECMS expert during Avalara’s regular business hours for up to ten thirty-minute calls per Subscription Term. As requested by Customer, the ECMS expert may provide website training, consult on industry best practices, consult on software configuration options, and provide certain other assistance as needed. Customer acknowledges Avalara will not provide tax advice as part of this support package.
- ECMS Training. Avalara will provide up to two sessions of user training per Subscription Term on the use and maintenance of ECMS at a mutually agreed time.
- Transition to ECM. Customer acknowledges and accepts that Avalara may deprecate ECMS during the Subscription Term. In such case, Customer will be migrated to the appropriate ECM Service that contains substantially equivalent core functionality for the remainder of the Subscription Term. Customer agrees that migration may require Customer to make resources available to enable the migration, including to revise Customer-specific functionality that was previously custom developed for or by Customer. Avalara shall not be responsible for Services unused due to Customer not making such resources available.
Communications
Effective January 1st 2025
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Please note that these updated Service-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or Service purchase made on or after January 1, 2025.
These Avalara for Communications Service-Specific Supplemental Terms (“AFC Terms”) govern Customer’s use of one or both of Avalara’s transaction tax calculation and return services for telecommunications products and services, including AvaTax for Communications and Avalara Returns for Communications (“AFC Services”). These AFC Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://legal.avalara.com/terms (the “Terms”). Any capitalized terms used in these AFC Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Avalara Returns for Communications” means the Service that uses the information from the tax calculation service used by Customer to produce and remit federal, state, and local AFC Returns.
- “AvaTax for Communications” means the Service for transaction taxes, surcharges, and fees calculated on telecommunications products and services.
- “AFC Return” means a standard tax compliance return or remittance prepared for one filing period for one Filing Entity.
- “Billed Charges” means the gross sum of fees and charges included in a Transaction.
- “Taxes Calculated” means the total of all taxes, surcharges, and fees in the compliance report (or a successor report that Avalara may designate by notifying Customer in writing) generated from Customer’s usage of AvaTax for Communications (the “Compliance Report”). If no Compliance Report is generated, all taxes, surcharges, and fees calculated by the Service will be considered Taxes Calculated.
- “Transaction” means each transaction tax, surcharge, or fee calculation for a line item on an invoice, sales order, quote, or other document submitted electronically by Customer to AvaTax for Communications, irrespective of the calculation result, and, if applicable, each API call to Avalara requesting location information. A Transaction may be referred to on a Sales Order by the letter “T” when preceded by an amount.
- AvaTax for Communications Service Usage Calculations. Fees for usage of AvaTax for Communications are based on one of three methods; the method applicable to Customer is based on Customer’s Order Document. Avalara will calculate Customer’s ratio of uncommitted Transactions to committed Transactions on a monthly basis by dividing the sum of uncommitted Transactions by the sum of committed Transactions during the month (the “Monthly Commit Ratio”) which may be written as follows, “uncommitted Transactions: committed Transactions). If applicable, Avalara may perform any currency conversion to calculate usage on a monthly basis.
- Billed Charges.
- Customer’s usage of the Service will be calculated based on the following:
- If the Monthly Commit Ratio is less than 3:1, Customer’s usage of the Service will be calculated based on Billed Charges for committed Transactions.
- If the Monthly Commit Ratio is greater than or equal to 3:1 and less than 20:1 then Customer’s usage of the Service for that month will be calculated as the sum of Billed Charges for committed Transactions multiplied by the Monthly Commit Ratio divided by 3. For example, if Customer's Monthly Commit Ratio is 4.5:1, and the sum of the Billed Charges for committed Transactions is $50,000, then the Billed Charges for that month will be revised to $50,000 * 4.5 / 3 = $75,000.
- If the Monthly Commit Ratio is greater than or equal to 20:1, then Customer’s usage of the Service will be calculated based on the larger of either (A) Billed Charges for committed Transactions, or (B) Billed Charges for uncommitted Transactions.
- If Customer makes subsequent alterations or recalculations of Transactions, the full amount of the Transaction will count each time.
- In addition to the foregoing, Avalara will calculate Customer’s average Billed Charge per Transaction (“Average Billed Charge Per Transaction”) on a monthly basis by dividing Billed Charges calculated pursuant to Section 2(a)(i) by either (A) the sum of Customer’s committed Transactions for that month or (B) the sum of uncommitted Transactions for that month in the event Billed Charges for the month are calculated based on uncommitted Transactions (i.e. the Monthly Commit Ratio for that month is greater than or equal to 20:1), and usage of the Service will be calculated as follows:
- If the Average Billed Charge Per Transaction is $10.00 USD or greater, Customer’s usage for that month shall be based on Billed Charges as calculated in Section 2(a)(i).
- If the Average Billed Charge Per Transaction is less than $10.00 USD, then Customer’s usage of the Service that month will be calculated by multiplying the Billed Charges calculated in Section 2(a)(i) by $10.00 divided by Customer’s Average Billed Charges Per Transaction for that month. For example, if Customer’s Billed Charges that month are $50,000 and Average Billed Charges are $5.00 then the Billed Charges for that month will be revised to $50,000 * $10.00 / $5.00 = $100,000.
- If Customer’s Billed Charges exceed Customer’s subscription tier during a Subscription Term, Customer shall pay overages based on the Order Document.
- Customer’s usage of the Service will be calculated based on the following:
- Taxes Calculated. Customer's usage of AvaTax for Communications is calculated based on a percentage of the Taxes Calculated by the Service.
- If the Monthly Commit Ratio is less than 3:1, Customer’s usage of the Service will be calculated based on Taxes Calculated for committed Transactions.
- If the Monthly Commit Ratio is greater than or equal to 3:1 and less than 20:1 then Customer’s usage of the Service for that month will be based on Taxes Calculated for committed Transactions multiplied by the Monthly Commit Ratio divided by 3. For example, if Customer's Monthly Commit Ratio is 4.5:1, and the Taxes Calculated for committed Transactions is $50,000, then the Taxes Calculated for that month will be revised to $50,000 * 4.5 / 3 = $75,000.
- If the Ratio is greater than or equal to 20:1, then Customer’s usage of the Service will be calculated based on the larger of either (a) Taxes Calculated for committed Transactions, or (b) Taxes Calculated for uncommitted Transactions.
- Transactions. Fees for usage of AvaTax for Communications are based on the number of Transactions used in AvaTax for Communications by Customer. Avalara calculates Customer’s Transaction usage on a monthly or annual basis as indicated on Customer’s Order Document. Customer shall pay overages on a per-Transaction basis for Transactions that exceed Customer’s subscription tier in a Subscription Term.
- Billed Charges.
- Avalara Returns for Communications Service.
- Account Setup. Customer shall provide Avalara with all information requested by Avalara to establish and set up Customer’s Account for Avalara Returns for Communications and produce the AFC Returns (the “Filing Information”). Filing Information includes: (i) a list of taxing jurisdictions for Customer’s AFC Return preparation (the “Filing Jurisdictions”); (ii) the filing frequency for AFC Returns in each of the Filing Jurisdictions (the “Filing Calendar”); (iii) the entities (e.g., Customer or its Affiliate) for which Avalara will be preparing AFC Returns (each, a “Filing Entity”) and which Filing Jurisdictions apply to each Filing Entity; (iv) tax registration numbers and login information for each Filing Entity in each Filing Jurisdiction sufficient to allow Avalara to identify and access each Filing Entity’s account in that Filing Jurisdiction (the “Account Information”); (v) copies of each Filing Entity’s previous filings in the Filing Jurisdictions, as requested by Avalara; (vi) completed power(s) of attorney for each Filing Entity, including the power of attorney described in Section 3(e)(i) (Avalara Funding Account) below, and (vii) any other information necessary to properly configure Customer’s Account and produce the AFC Returns. Customer authorizes Avalara to access Customer’s accounts using Customer’s Account Information. Customer is solely responsible for timely providing and maintaining accurate, complete, and current Filing Information, and Avalara has no obligation to audit, verify, correct, or maintain any Filing Information.
- Changes to Filing Information. Customer shall review its Filing Information periodically and shall promptly communicate any changes to Avalara. Customer shall submit any changes to the Filing Information to Avalara by the deadline specified in the Documentation. Any changes received after the deadline specified in the Documentation will be implemented and become effective in the subsequent month.
- Tax Data.
- Customer is solely responsible for the accuracy and completeness of all the data necessary to properly complete AFC Returns (the “Tax Data”) and all Filing Information. Avalara does not audit, validate, or verify Tax Data. Customer shall provide the Tax Data in the format specified by Avalara or in a format agreed to by the parties in writing.
- If Customer uses AvaTax for Communications, Avalara will pull Customer’s Tax Data directly from AvaTax for Communications.
- If Customer uses a tax calculation system other than AvaTax for Communications:
- Each month, Customer shall provide its Tax Data to Avalara in an electronic file supported by Avalara by the third calendar day of the month in which the AFC Return is due.
- If Customer fails to provide the Tax Data by the third calendar day, Avalara may, in Avalara’s sole discretion, charge Customer an additional fee to expedite Customer’s AFC Return, file the AFC Return late, or decline to file Customer’s AFC Return in that month.
- Avalara, in its sole discretion, may require Data Transformation Services. “Data Transformation Services” are Services where Avalara converts Customer’s transactional data that meets Avalara’s minimum transactional data requirements into a complete data set that permits import into Customer’s Account. Data Transformation Services are performed at Customer’s direction and expense, pursuant to an Order Document, and the resulting data set is part of Customer’s Tax Data.
- Tax Liability. Customer will be able to view and approve Customer’s tax liabilities to Filing Jurisdictions, which are based on the Tax Data (each, a “Tax Liability”). Customer is solely responsible for the accuracy and completeness of Customer’s Tax Liability and may modify its Tax Liability up to the deadline specified in the Documentation for Returns to be filed in that month (“Tax Liability Approval Deadline”). Customer’s Tax Liability is updated daily to include new or edited data until the earlier of approval by Customer or the Tax Liability Approval Deadline. After the earlier of (i) Customer’s approval or (ii) the Tax Liability Approval Deadline, Customer’s Tax Liability is locked and deemed approved by Customer. Customer’s Account will display any tax amounts due (the “Taxes”) based on the approved Tax Liability. Customer acknowledges and agrees that its failure to provide accurate, current, and complete Account Information (for example, tax registration numbers) may limit Avalara’s ability to file Returns and remit Taxes.
- Funding. In accordance with this Section 3(e), Customer shall timely make sufficient funds available to pay the Taxes for any applicable Return (“Tax Funds”) prior to the deadline specified in the Documentation. Avalara will not provide any Tax Funds. Notwithstanding any other provision of this Agreement, Customer shall defend, indemnify, and hold Avalara, its Affiliates, and their respective officers, directors, employees, and representatives harmless from any Losses arising out of or related to Customer’s failure to timely provide immediately available Tax Funds for Taxes due. For timely remittance of the Tax Funds to the applicable Filing Jurisdiction, Customer must do the following:
- Avalara Funding Account. Customer shall provide bank account information for a bank account (the “Bank Account”) from which Customer authorizes Avalara to draw by ACH to pay Customer’s Taxes and any applicable Avalara Returns fees and Expenses, by the deadline specified in the Documentation. Any interest earned on the Tax Funds accrues for the benefit and is the sole property of Avalara. Customer shall execute a limited power of attorney in the form requested by Avalara. Customer shall ensure the Bank Account is adequately funded to pay Tax Funds and, if applicable, Customer’s Avalara Returns for Communications fees and Expenses, by the deadlines specified in the Documentation. If Customer fails to timely and adequately fund the Bank Account, Customer shall remit payment for the Taxes plus any interest or penalties that may accrue directly to the applicable Filing Jurisdiction. If the ACH payment Avalara draws from the Bank Account is cancelled or returned other than by Avalara, that will be considered a failure to timely fund the Bank Account. Avalara may suspend or terminate Customer’s subscription to Avalara Returns for Communications immediately upon notice if Customer fails to timely and sufficiently fund the Bank Account, as applicable. Upon termination of Customer’s subscription to Avalara Returns for Communications with no balance due, Avalara shall cease to use any power or authority granted by a power of attorney signed by Customer.
- Bank Authorization. Customer authorizes Avalara to (1) withdraw the Tax Funds from Bank Account to pay the Taxes in accordance with the Scheduled Returns, including making any required prepayments; and (2) if applicable, withdraw Customer’s Avalara Returns for Communications fees and Expenses.
- Avalara Responsibilities.
- Returns Preparation and Filing. Avalara will prepare and file Returns for the Filing Entities and in the Filing Jurisdictions agreed by Avalara and Customer. Avalara may begin filing a Return as soon as Customer approves the related Tax Liability. Each (i) standard telecommunications and sales and use tax return filing, (ii) Non-Standard Form (as defined in Section 4(c)(ii) below), or (iii) prepayment mandated by a Filing Jurisdiction and submitted without (i) or (ii) prepared for one Filing Jurisdiction for one filing period will count as one “Return.”
- Funding. Avalara will remit Taxes for the agreed-upon Filing Entities in agreed-upon Filing Jurisdictions, provided Customer has timely made Tax Funds available. Avalara shall not provide funds to pay Taxes. If Tax Funds are not timely available to Avalara for remitting, Avalara will file the Return(s) without payment where the Filing Jurisdiction permits filing a return without tax remittance.
- Avalara will draw upon the Bank Account to pay the Taxes. Typically, these draws occur on or between the 6th and 8th day of the month but may occur without notice at any time after the Tax Liability Approval Deadline. Notwithstanding the foregoing, if Customer owes any prepayments to Filing Jurisdictions, the draw may occur earlier.
- Each month, if applicable, Avalara will draw upon the Bank Account to pay Avalara Returns fees and Expenses due.
- Avalara shall hold the Tax Funds in a trust account prior to disbursement to the applicable Filing Jurisdiction. Avalara holds all Tax Funds in trust for the benefit of the applicable Filing Jurisdiction and shall not comingle the Tax Funds with its general funds but may comingle the Tax Funds with funds held in trust on behalf of other Avalara customers. Any interest earned on the Tax Funds accrues for the benefit of and is the sole property of Avalara.
- Carry-over Credits. If a Filing Entity has a tax liability credit in Avalara’s records (a “Carry-over Credit”) due to a credit invoice corresponding to a particular Filing Jurisdiction, Avalara will apply the Carry-over Credit to the next Return for that Filing Entity in that Filing Jurisdiction with a liability equal to or in excess of the Carry-over Credit, provided that if it cannot be applied within the timeframe listed in the Documentation, the Carry-over Credit will expire and Customer must file an amended Return with the Filing Jurisdiction if it wishes to recover the liability associated with the credit invoice.
- Termination. If the financial institution providing the Customer Bank Account instructs Avalara that Avalara must terminate this Agreement (for example, because Customer is conducting its business in violation of Applicable Law), Avalara may immediately terminate this Agreement upon written notice to Customer. In the event of such termination, Avalara will not refund any amounts to Customer.
Notwithstanding anything to the contrary in the Terms, the Subscription Term for Customer’s Avalara Returns for Communication subscription will terminate on the last calendar day of the month in which the Subscription Term would otherwise have terminated under the Terms. Customer may instruct Avalara not to file Returns in that or any other month by revising its Scheduled Returns. - Notice Management. Customer will receive all notices relating to Customer’s Returns directly from Filing Jurisdictions. Some notices are informational in nature (for example, changes to the Scheduled Returns or tax rate changes) while others are error notices relating to Returns. In the Documentation, Avalara provides recommended actions for Customers to resolve informational notices. During the Subscription Term, for any error notice relating to a Return filed or Taxes remitted by Avalara, Customer shall immediately, and not later than 10 business days after the date of such notice, electronically deliver such notice to Avalara. Such notice must be submitted by following the instructions in the Documentation. During the Subscription Term, Avalara will respond to notices for AFC Returns and Taxes remitted by Avalara. In the case of an error notice that Avalara determines is the result of the Customer’s actions or inactions, if Customer asks Avalara to attempt to resolve the error notice, Avalara may charge an additional fee. In the case of notices received by Avalara more than 10 business days after the date of the notice, Avalara reserves the right to delay response or not to respond or, if Customer asks Avalara to expedite the notice response and Avalara agrees, to charge an additional fee. Customer is responsible for responding to or otherwise addressing all other notices. Avalara shall have no responsibility for any notice management upon expiration or termination of the Subscription Term.
- Pricing. The pricing for AvaTax for Communications and Avalara Returns for Communications includes an annual subscription fee (“Subscription Fee”) and usage-based fees for each Service.
- Subscription Fee. Avalara will invoice Customer for the Subscription Fee at the beginning of the Initial Subscription Term and each Renewal Subscription Term.
- Usage Fees. Avalara will invoice Customer for usage-based fees as set forth in the Order Document.
- Other Fees.
- Registrations/De-Registrations. If Customer requests to be registered or to have its registration cancelled in a tax jurisdiction, Customer shall pay a fee per registration or de-registration performed.
- Non-Standard Forms. If Customer requests (1) a form that is not offered by Avalara as a standard form; or (2) a standard form that requires non-standard modifications to the standard form (each a “Non-Standard Form”), Customer shall pay Avalara’s then-current fee for preparation and filing of the Non-Standard Form.
- Back Filings. If Customer requests an AFC Return or Non-Standard Form be filed that is past due, Customer shall pay the per-AFC Return fee in addition to Avalara’s fee for preparation and filing of the AFC Return or Non-Standard Form.
- Multiple Remittances. If a taxing authority requires Avalara to remit Customer’s AFC Return multiple times, each remittance will count as one AFC Return.
- Additional Fees. If Customer fails to timely and completely provide accurate Filing Information, Tax Data, or Tax Funds, as applicable, or otherwise fails to fulfill any obligations under these AFC Terms, or if Customer requires a change to the standard process described in these AFC Terms, Avalara may charge Customer additional fees. For example, Avalara may charge a fee: (i) if Customer does not provide Tax Funds prior to the deadline; (ii) for Avalara to unlock Customer’s Tax Liability after it has been approved by Customer; (iii) for Avalara to change or reconcile requests received after the Tax Liability Approval Deadline; (iv) for Avalara to change the funding process because Customer has not timely funded the Bank Account; or (v) for Avalara to make a change to Customer’s Tax Liability, Filing Information, Return(s), Tax Data, Tax Funds to be remitted, or any other standard process.
- AFC Returns Guarantee. Avalara provides a guarantee of the timeliness of AFC Returns prepared and filed through Avalara Returns for Communications (the “AFC Returns Guarantee”) under the following terms:
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file an AFC Return it was obligated to file or timely remit Taxes it was obligated to remit (an “Avalara Error”), Avalara will pay Customer the lesser of either: (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of AFC Return fees paid by Customer during the month in which the Avalara Error occurred (as calculated in accordance with subsection (c) below).
- The following limitations apply to the AFC Returns Guarantee:
- Customer must have met its obligations under the Terms and these AFC Terms, including providing and maintaining accurate, complete, and current Filing Information and Tax Data; timely and sufficiently providing all Tax Data and Tax Funds; and timely paying AFC Returns fees. To the extent the Avalara Error was caused by Customer’s failure to perform any of its obligations in these AFC Terms or the Terms, the AFC Returns Guarantee will not apply.
- Customer must not have requested changes to Customer’s Tax Liability after the Tax Liability Approval Deadline.
- Customer must promptly forward any notices and relevant information from the Filing Jurisdiction within 10 days of the date of the notice.
- Customer must assist Avalara in challenging the Filing Jurisdiction’s findings if Avalara deems it appropriate in Avalara’s sole discretion.
- Customer must assist Avalara’s efforts to abate or reduce the amount of penalties and/or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of the AFC Returns fees paid that are eligible for the AFC Returns Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for AFC Returns during the month in which the Avalara Error occurred. For clarity, the parties acknowledge that fees paid for AFC Returns do not include any fees paid for ancillary Professional Services or any other one-time fees.
- If the audit implicated other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this AFC Returns Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged Avalara Error.
- Avalara shall make the AFC Returns Guarantee payment to Customer within 30 days after the date that Avalara receives the final assessment notice from the applicable Filing Jurisdiction, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case Customer’s obligation to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Customer must have a current AFC Returns subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under this AFC Returns Guarantee.
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file an AFC Return it was obligated to file or timely remit Taxes it was obligated to remit (an “Avalara Error”), Avalara will pay Customer the lesser of either: (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of AFC Return fees paid by Customer during the month in which the Avalara Error occurred (as calculated in accordance with subsection (c) below).
- Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer's subscription to its AFC Service by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercises Customer's termination rights under this Section 6 (Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for the terminated Service.
- License.
- For AvaTax for Communications, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific Transaction for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- For Avalara Returns for Communications, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal business purposes in connection with the specific AFC Return for which it was provided.
- Compliance with NACHA Operating Rules. The funding process described in Section 3(e) (Funding) of these AFC Terms may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
- To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- Customer authorizes Avalara to originate the funding requests described in Section 3(e) (Funding); and
- Customer will comply with the laws of the United States in providing such funding.
- In addition to any other applicable termination rights, Avalara may terminate the Agreement for Customer’s non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Avalara has the right to audit Customer’s funding process, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
Effective November 1st 2023 to December 31st 2024
DownloadTable of Contents
These Avalara for Communications Service-Specific Supplemental Terms (“AFC Terms”) govern Customer’s use of one or both of Avalara’s transaction tax calculation and return services for telecommunications products and services, including AvaTax for Communications and Avalara Returns for Communications (“AFC Services”). These AFC Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these AFC Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Avalara Returns for Communications” means the Service that uses the information from the tax calculation service used by Customer to produce and remit federal, state, and local AFC Returns.
- “AvaTax for Communications” means the Service for transaction taxes, surcharges, and fees calculated on telecommunications products and services.
- “AFC Return” means a standard tax compliance return or remittance prepared for one filing period for one Filing Entity.
- “Billed Charges” means the gross sum of fees and charges included in a Transaction.
- “Taxes Calculated” means the total of all taxes, surcharges, and fees in the compliance report (or a successor report that Avalara may designate by notifying Customer in writing) generated from Customer’s usage of AvaTax for Communications (the “Compliance Report”). If no Compliance Report is generated, all taxes, surcharges, and fees calculated by the Service will be considered Taxes Calculated.
- “Transaction” means each transaction tax, surcharge, or fee calculation for a line item on an invoice, sales order, quote, or other document submitted electronically by Customer to AvaTax for Communications, irrespective of the calculation result, and, if applicable, each API call to Avalara requesting location information. A Transaction may be referred to on a Sales Order by the letter “T” when preceded by an amount.
- AvaTax for Communications Service Usage Calculations. Fees for usage of AvaTax for Communications are based on one of three methods; the method applicable to Customer is based on Customer’s Order Document. Avalara will calculate Customer’s ratio of uncommitted Transactions to committed Transactions on a monthly basis by dividing the sum of uncommitted Transactions by the sum of committed Transactions during the month (the “Monthly Commit Ratio”) which may be written as follows, “uncommitted Transactions: committed Transactions). If applicable, Avalara may perform any currency conversion to calculate usage on a monthly basis.
- Billed Charges.
- Customer’s usage of the Service will be calculated based on the following:
- If the Monthly Commit Ratio is less than 5:1, Customer’s usage of the Service will be calculated based on Billed Charges for committed Transactions.
- If the Monthly Commit Ratio is greater than or equal to 5:1 and less than 20:1 then Customer’s usage of the Service for that month will be calculated as the sum of Billed Charges for committed Transactions multiplied by the Monthly Commit Ratio divided by 5. For example, if Customer's Monthly Commit Ratio is 8:1, and the sum of the Billed Charges for committed Transactions is $50,000, then the Billed Charges for that month will be revised to $50,000 * 8 / 5 = $80,000.
- If the Monthly Commit Ratio is greater than or equal to 20:1, then Customer’s usage of the Service will be calculated based on the larger of either (A) Billed Charges for committed Transactions, or (B) Billed Charges for uncommitted Transactions.
- If Customer makes subsequent alterations or recalculations of Transactions, the full amount of the Transaction will count each time.
- In addition to the foregoing, Avalara will calculate Customer’s average Billed Charge per Transaction (“Average Billed Charge Per Transaction”) on a monthly basis by dividing Billed Charges calculated pursuant to Section 2(a)(i) by either (A) the sum of Customer’s committed Transactions for that month or (B) the sum of uncommitted Transactions for that month in the event Billed Charges for the month are calculated based on uncommitted Transactions (i.e. the Monthly Commit Ratio for that month is greater than or equal to 20:1), and usage of the Service will be calculated as follows:
- If the Average Billed Charge Per Transaction is $10.00 USD or greater, Customer’s usage for that month shall be based on Billed Charges as calculated in Section 2(a)(i).
- If the Average Billed Charge Per Transaction is less than $10.00 USD, then Customer’s usage of the Service that month will be calculated by multiplying the Billed Charges calculated in Section 2(a)(i) by $10.00 divided by Customer’s Average Billed Charges Per Transaction for that month. For example, if Customer’s Billed Charges that month are $50,000 and Average Billed Charges are $5.00 then the Billed Charges for that month will be revised to $50,000 * $10.00 / $5.00 = $100,000.
- If Customer’s Billed Charges exceed Customer’s subscription tier during a Subscription Term, Customer shall pay overages based on the Order Document.
- Customer’s usage of the Service will be calculated based on the following:
- Taxes Calculated. Customer's usage of AvaTax for Communications is calculated based on a percentage of the Taxes Calculated by the Service.
- If the Monthly Commit Ratio is less than 5:1, Customer’s usage of the Service will be calculated based on Taxes Calculated for committed Transactions.
- If the Monthly Commit Ratio is greater than or equal to 5:1 and less than 20:1 then Customer’s usage of the Service for that month will be based on Taxes Calculated for committed Transactions multiplied by the Monthly Commit Ratio divided by 5. For example, if Customer's Monthly Commit Ratio is 8:1, and the Taxes Calculated for committed Transactions is $50,000, then the Taxes Calculated for that month will be revised to $50,000 * 8 / 5 = $80,000.
- If the Ratio is greater than or equal to 20:1, then Customer’s usage of the Service will be calculated based on the larger of either (a) Taxes Calculated for committed Transactions, or (b) Taxes Calculated for uncommitted Transactions.
- Transactions. Fees for usage of AvaTax for Communications are based on the number of Transactions used in AvaTax for Communications by Customer. Avalara calculates Customer’s Transaction usage on a monthly or annual basis as indicated on Customer’s Order Document. Customer shall pay overages on a per-Transaction basis for Transactions that exceed Customer’s subscription tier in a Subscription Term.
- Billed Charges.
The following Sections in this column apply to Customers of Avalara Returns for Communications using the portal at: https://complianceportal.eztax.com | The following Sections in this column apply to Customers of Avalara Returns for Communications using the portal at: https://admin.avalara.com |
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- AFC Returns Guarantee. Avalara provides a guarantee of the timeliness of AFC Returns prepared and filed through Avalara Returns for Communications (the “AFC Returns Guarantee”) under the following terms:
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file an AFC Return it was obligated to file or timely remit Taxes it was obligated to remit (an “Avalara Error”), Avalara will pay Customer the lesser of either: (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of AFC Return fees paid by Customer during the month in which the Avalara Error occurred (as calculated in accordance with subsection (c) below).
- The following limitations apply to the AFC Returns Guarantee:
- Customer must have met its obligations under the Terms and these AFC Terms, including providing and maintaining accurate, complete, and current Filing Information and Tax Data; timely and sufficiently providing all Tax Data and Tax Funds; and timely paying AFC Returns fees. To the extent the Avalara Error was caused by Customer’s failure to perform any of its obligations in these AFC Terms or the Terms, the AFC Returns Guarantee will not apply.
- Customer must not have requested changes to Customer’s Tax Liability after the Tax Liability Approval Deadline.
- Customer must promptly forward any notices and relevant information from the Filing Jurisdiction within 10 days of the date of the notice.
- Customer must assist Avalara in challenging the Filing Jurisdiction’s findings if Avalara deems it appropriate in Avalara’s sole discretion.
- Customer must assist Avalara’s efforts to abate or reduce the amount of penalties and/or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of the AFC Returns fees paid that are eligible for the AFC Returns Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for AFC Returns during the month in which the Avalara Error occurred. For clarity, the parties acknowledge that fees paid for AFC Returns do not include any fees paid for ancillary Professional Services or any other one-time fees.
- If the audit implicated other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this AFC Returns Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged Avalara Error.
- Avalara shall make the AFC Returns Guarantee payment to Customer within 30 days after the date that Avalara receives the final assessment notice from the applicable Filing Jurisdiction, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case Customer’s obligation to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Customer must have a current AFC Returns subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under this AFC Returns Guarantee.
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file an AFC Return it was obligated to file or timely remit Taxes it was obligated to remit (an “Avalara Error”), Avalara will pay Customer the lesser of either: (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of AFC Return fees paid by Customer during the month in which the Avalara Error occurred (as calculated in accordance with subsection (c) below).
- Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer's subscription to its AFC Service by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercises Customer's termination rights under this Section 6 (Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for the terminated Service.
- License.
- For AvaTax for Communications, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific Transaction for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- For Avalara Returns for Communications, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal business purposes in connection with the specific AFC Return for which it was provided.
- Compliance with NACHA Operating Rules. The funding process described in Section 3(e) (Funding) of these AFC Terms may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
- To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- Customer authorizes Avalara to originate the funding requests described in Section 3(e) (Funding); and
- Customer will comply with the laws of the United States in providing such funding.
- In addition to any other applicable termination rights, Avalara may terminate the Agreement for Customer’s non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Avalara has the right to audit Customer’s funding process, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
Effective October 27th 2023 to November 1st 2023
DownloadSummary of changes
Please note that these updated Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after June 1, 2023.
Table of Contents
Last updated May 1, 2023.
These Avalara for Communications Product-Specific Supplemental Terms (“AFC Terms”) govern Customer’s use of one or both of Avalara’s transaction tax calculation and return services for telecommunications products and services, including AvaTax for Communications and Avalara Returns for Communications (“AFC Services”). These AFC Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these AFC Terms and not defined have the meanings given in the Terms.
These Avalara for Communications Product-Specific Supplemental Terms (“AFC Terms”) govern Customer’s use of one or both of Avalara’s transaction tax calculation and return services for telecommunications products and services, including AvaTax for Communications and Avalara Returns for Communications (“AFC Services”). These AFC Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these AFC Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Avalara Returns for Communications” means the Service that uses the information from the tax calculation service used by Customer to produce and remit federal, state, and local AFC Returns.
- “AvaTax for Communications” means the Service for transaction taxes, surcharges, and fees calculated on telecommunications products and services.
- “AFC Return” means a standard tax compliance return or remittance prepared for one filing period for one Filing Entity.
- “Billed Charges” means the gross sum of fees and charges included in a Transaction.
- “Taxes Calculated” means the total of all taxes, surcharges, and fees in the compliance report (or a successor report that Avalara may designate by notifying Customer in writing) generated from Customer’s usage of AvaTax for Communications (the “Compliance Report”). If no Compliance Report is generated, all taxes, surcharges, and fees calculated by the Service will be considered Taxes Calculated.
- “Transaction” means each transaction tax, surcharge, or fee calculation for a line item on an invoice, sales order, quote, or other document submitted electronically by Customer to AvaTax for Communications, irrespective of the calculation result, and, if applicable, each API call to Avalara requesting location information. A Transaction may be referred to on a Sales Order by the letter “T” when preceded by an amount.
- AvaTax for Communications Service Usage Calculations. Fees for usage of AvaTax for Communications are based on one of three methods; the method applicable to Customer is based on Customer’s Order Document. Avalara will calculate Customer’s ratio of uncommitted Transactions to committed Transactions on a monthly basis by dividing the sum of uncommitted Transactions by the sum of committed Transactions during the month (the “Monthly Commit Ratio”) which may be written as follows, “uncommitted Transactions: committed Transactions). If applicable, Avalara may perform any currency conversion to calculate usage on a monthly basis.
- Billed Charges.
- Customer’s usage of the Service will be calculated based on the following:
- If the Monthly Commit Ratio is less than 5:1, Customer’s usage of the Service will be calculated based on Billed Charges for committed Transactions.
- If the Monthly Commit Ratio is greater than or equal to 5:1 and less than 20:1 then Customer’s usage of the Service for that month will be calculated as the sum of Billed Charges for committed Transactions multiplied by the Monthly Commit Ratio divided by 5. For example, if Customer's Monthly Commit Ratio is 8:1, and the sum of the Billed Charges for committed Transactions is $50,000, then the Billed Charges for that month will be revised to $50,000 * 8 / 5 = $80,000.
- If the Monthly Commit Ratio is greater than or equal to 20:1, then Customer’s usage of the Service will be calculated based on the larger of either (A) Billed Charges for committed Transactions, or (B) Billed Charges for uncommitted Transactions.
- If Customer makes subsequent alterations or recalculations of Transactions, the full amount of the Transaction will count each time.
- In addition to the foregoing, Avalara will calculate Customer’s average Billed Charge per Transaction (“Average Billed Charge Per Transaction”) on a monthly basis by dividing Billed Charges calculated pursuant to Section 2(a)(i) by either (A) the sum of Customer’s committed Transactions for that month or (B) the sum of uncommitted Transactions for that month in the event Billed Charges for the month are calculated based on uncommitted Transactions (i.e. the Monthly Commit Ratio for that month is greater than or equal to 20:1), and usage of the Service will be calculated as follows:
- If the Average Billed Charge Per Transaction is $10.00 USD or greater, Customer’s usage for that month shall be based on Billed Charges as calculated in Section 2(a)(i).
- If the Average Billed Charge Per Transaction is less than $10.00 USD, then Customer’s usage of the Service that month will be calculated by multiplying the Billed Charges calculated in Section 2(a)(i) by $10.00 divided by Customer’s Average Billed Charges Per Transaction for that month. For example, if Customer’s Billed Charges that month are $50,000 and Average Billed Charges are $5.00 then the Billed Charges for that month will be revised to $50,000 * $10.00 / $5.00 = $100,000.
- If Customer’s Billed Charges exceed Customer’s subscription tier during a Subscription Term, Customer shall pay overages based on the Order Document.
- Customer’s usage of the Service will be calculated based on the following:
- Taxes Calculated. Customer's usage of AvaTax for Communications is calculated based on a percentage of the Taxes Calculated by the Service.
- If the Monthly Commit Ratio is less than 5:1, Customer’s usage of the Service will be calculated based on Taxes Calculated for committed Transactions.
- If the Monthly Commit Ratio is greater than or equal to 5:1 and less than 20:1 then Customer’s usage of the Service for that month will be based on Taxes Calculated for committed Transactions multiplied by the Monthly Commit Ratio divided by 5. For example, if Customer's Monthly Commit Ratio is 8:1, and the Taxes Calculated for committed Transactions is $50,000, then the Taxes Calculated for that month will be revised to $50,000 * 8 / 5 = $80,000.
- If the Ratio is greater than or equal to 20:1, then Customer’s usage of the Service will be calculated based on the larger of either (a) Taxes Calculated for committed Transactions, or (b) Taxes Calculated for uncommitted Transactions.
- Transactions. Fees for usage of AvaTax for Communications are based on the number of Transactions used in AvaTax for Communications by Customer. Avalara calculates Customer’s Transaction usage on a monthly or annual basis as indicated on Customer’s Order Document. Customer shall pay overages on a per-Transaction basis for Transactions that exceed Customer’s subscription tier in a Subscription Term.
- Billed Charges.
The following Sections in this column apply to Customers of Avalara Returns for Communications using the portal at: https://complianceportal.eztax.com | The following Sections in this column apply to Customers of Avalara Returns for Communications using the portal at: https://admin.avalara.com |
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- AFC Returns Guarantee. Avalara provides a guarantee of the timeliness of AFC Returns prepared and filed through Avalara Returns for Communications (the “AFC Returns Guarantee”) under the following terms:
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file an AFC Return it was obligated to file or timely remit Taxes it was obligated to remit (an “Avalara Error”), Avalara will pay Customer the lesser of either: (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of AFC Return fees paid by Customer during the month in which the Avalara Error occurred (as calculated in accordance with subsection (c) below).
- The following limitations apply to the AFC Returns Guarantee:
- Customer must have met its obligations under the Terms and these AFC Terms, including providing and maintaining accurate, complete, and current Filing Information and Tax Data; timely and sufficiently providing all Tax Data and Tax Funds; and timely paying AFC Returns fees. To the extent the Avalara Error was caused by Customer’s failure to perform any of its obligations in these AFC Terms or the Terms, the AFC Returns Guarantee will not apply.
- Customer must not have requested changes to Customer’s Tax Liability after the Tax Liability Approval Deadline.
- Customer must promptly forward any notices and relevant information from the Filing Jurisdiction within 10 days of the date of the notice.
- Customer must assist Avalara in challenging the Filing Jurisdiction’s findings if Avalara deems it appropriate in Avalara’s sole discretion.
- Customer must assist Avalara’s efforts to abate or reduce the amount of penalties and/or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of the AFC Returns fees paid that are eligible for the AFC Returns Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for AFC Returns during the month in which the Avalara Error occurred. For clarity, the parties acknowledge that fees paid for AFC Returns do not include any fees paid for ancillary Professional Services or any other one-time fees.
- If the audit implicated other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this AFC Returns Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged Avalara Error.
- Avalara shall make the AFC Returns Guarantee payment to Customer within 30 days after the date that Avalara receives the final assessment notice from the applicable Filing Jurisdiction, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case Customer’s obligation to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Customer must have a current AFC Returns subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under this AFC Returns Guarantee.
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file an AFC Return it was obligated to file or timely remit Taxes it was obligated to remit (an “Avalara Error”), Avalara will pay Customer the lesser of either: (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of AFC Return fees paid by Customer during the month in which the Avalara Error occurred (as calculated in accordance with subsection (c) below).
- Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer's subscription to its AFC Service by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercises Customer's termination rights under this Section 6 (Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for the terminated Service.
- License.
- For AvaTax for Communications, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific Transaction for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- For Avalara Returns for Communications, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal business purposes in connection with the specific AFC Return for which it was provided.
- Compliance with NACHA Operating Rules. The funding process described in Section 3(e) (Funding) of these AFC Terms may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
- To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- Customer authorizes Avalara to originate the funding requests described in Section 3(e) (Funding); and
- Customer will comply with the laws of the United States in providing such funding.
- In addition to any other applicable termination rights, Avalara may terminate the Agreement for Customer’s non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Avalara has the right to audit Customer’s funding process, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
Cross-Border Estimated
Effective December 1st 2024
DownloadTable of Contents
Please note that these updated Service-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or Service purchase made on or after January 1, 2025.
- Definitions.
- “Cross-Border Estimated” means the Service that facilitates the calculation of customs duties.
- “HS Code” means the 6-digit Harmonized Commodity Description and Coding System code.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific API call for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- Customer Obligations. Customer shall provide Avalara with a valid country-specific HS Code per line item to calculate customs duties. If Customer does not provide a valid HS Code for an item in an API call to Cross-Border Estimated, (i) Avalara will identify a set of probable HS codes for duty and import tax calculation using a Customer-configurable strategy (for example, minimum/maximum/median approach); or (ii) Customer shall provide a sufficient natural-language description for each item and the information specified in the Documentation or otherwise reasonably requested by Avalara to perform the Service. Avalara is not responsible for any variance between the estimated customs charges and the actual customs charges owed to an applicable government authority. The HS Code provided by Avalara is provided for informational purposes only and should not be referenced on customs filings. Customer may adjust the estimation pricing strategy in Customer’s Account (for example, minimum/maximum/median approach).
Cross-Border Tariff Content
Effective January 1st 2025
DownloadTable of Contents
Please note that these updated Service-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or Service purchase made on or after January 1, 2025.
These Cross-Border Tariff Content Service-Specific Supplemental Terms (these “Cross-Border Tariff Content Terms”) govern Customer’s purchase and use of Avalara Cross-Border Tariff Content. These Cross-Border Tariff Content Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions located at www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Cross-Border Tariff Content Terms and not defined have the meanings given in the Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:
- “Avalara Cross-Border Tariff Content” means the service that provides HS Code and National Tariff content for physical goods.
- “HS Code” means the 6-digit Harmonized Commodity Description and Coding System code.
- “National Tariff” means the national tariff content for a specific country.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for Customer’s internal compliance purposes in connection with the Service for which it was provided.
- Customer Obligations. Customer shall provide Avalara with the data specified in the Documentation or otherwise requested by Avalara. Customer is solely responsible for the accuracy and completeness of all data provided by Customer.
- Deviations from the Terms.
- Status Updates. Avalara does not provide status updates at status.avalara.com or an equivalent replacement site for Avalara Cross-Border Tariff Content.
Effective April 10th 2024 to December 31st 2024
DownloadTable of Contents
These Avalara Cross-Border Tariff Content Service-Specific Supplemental Terms (these “Cross-Border Tariff Content Terms”) govern Customer’s purchase and use of Avalara Cross-Border Tariff Content. These Cross-Border Tariff Content Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions located at www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Cross-Border Tariff Content Terms and not defined have the meanings given in the Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:
- “Avalara Cross-Border Tariff Content” means the service that provides HS Code and National Tariff content for physical goods.
- “HS Code” means the 6-digit Harmonized Commodity Description and Coding System code.
- “National Tariff” means the national tariff content for a specific country.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for Customer’s internal compliance purposes in connection with the Service for which it was provided.
- Customer Obligations. Customer shall provide Avalara with the data specified in the Documentation or otherwise requested by Avalara. Customer is solely responsible for the accuracy and completeness of all data provided by Customer.
- Deviations from the Terms.
- Status Updates. Avalara does not provide status updates at status.avalara.com or an equivalent replacement site for Avalara Cross-Border Tariff Content.
DAVO
Effective January 1st 2025
DownloadTable of Contents
Please note that these updated Service-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or Service purchase made on or after January 1, 2025.
These DAVO by Avalara Service-Specific Supplemental Terms (“DAVO Terms”) govern Customer’s purchase and use of DAVO by Avalara. These DAVO Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at www.avalara.com/terms (the “Terms”). Any capitalized terms used in these DAVO Terms and not defined have the meanings given in the Terms.
- Use of the Services.
- Account Setup. Customer shall provide Avalara with all information requested by Avalara to establish and set up Customer’s account for DAVO by Avalara. Such information includes: (i) a list of taxing jurisdictions for which Customer requests Avalara prepare Returns (as defined in Section 3(a) below) (each, a “Filing Jurisdiction”); (ii) the dates for filing Returns in each of the Filing Jurisdictions (the “Scheduled Returns”); (iii) tax registration numbers and login information for Customer in each Filing Jurisdiction sufficient to allow Avalara to identify and access Customer’s account in that Filing Jurisdiction (the “Account Information”); and (iv) other information necessary to properly configure Customer’s Account and prepare the Returns (all such information in (i)-(iv) collectively, the “Filing Information”). Customer authorizes Avalara to access Customer’s accounts using Customer’s Account Information. Customer is solely responsible for timely providing and maintaining accurate, complete, and current Filing Information, and Avalara has no obligation to audit, verify, correct, or maintain any Filing Information. Customer acknowledges and agrees that its failure to provide accurate, current, and complete Filing Information (for example, tax registration numbers) may limit Avalara’s ability to file Returns and remit any tax amounts due (the “Taxes”).
- Changes to Filing Information. Customer shall review its Filing Information periodically and shall promptly communicate any changes to Avalara. Customer shall submit any changes to the Filing Information to Avalara by the deadline specified in the Documentation. Any changes received after the deadline specified in the Documentation will be implemented and become effective in the subsequent month.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, non-assignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the specific Return for which it was received.
- Customer Obligations.
- Tax Data. Customer is solely responsible for the accuracy and completeness of all the data necessary to properly complete Returns (the “Tax Data”) and all Filing Information. Avalara does not audit, validate, or verify Tax Data. Customer shall transmit to Avalara via the method designated by Avalara all Tax Data for Customer’s Return(s) before the deadline specified in the Documentation.
- Funding. Unless otherwise agreed in writing, Customer shall make sufficient funds available to pay the Taxes (“Tax Funds”) on a daily basis. Avalara will not provide any Tax Funds. Notwithstanding any other provision of the Agreement, Customer shall defend, indemnify, and hold Avalara, its Affiliates, and their respective officers, directors, employees, and representatives harmless from any Losses arising out of or related to Customer’s failure to timely provide immediately available Tax Funds for Taxes due. In order for the Tax Funds to be remitted timely to the applicable Filing Jurisdiction, provided all Tax Data and Filing Information is accurate and complete, Customer must do the following:
- Customer shall provide bank account information for a bank account (the “Bank Account”) from which Customer authorizes Avalara to draw by ACH to pay Customer’s Taxes and any applicable DAVO by Avalara fees and Expenses.
- Customer shall ensure the Bank Account has sufficient Tax Funds to pay the Taxes on a daily basis and any applicable DAVO by Avalara fees and Expenses by the deadlines specified in the Documentation. If Customer fails to timely and sufficiently fund the Bank Account, Customer shall remit all remaining payment due for the Taxes plus any interest or penalties that may accrue directly to the applicable Filing Jurisdiction. If the ACH payment Avalara draws from the Bank Account is cancelled or returned other than by Avalara, that will be considered a failure to timely fund the Bank Account. Avalara may suspend or terminate Customer’s subscription to DAVO by Avalara immediately upon notice if Customer fails to timely and sufficiently fund the Bank Account.
- Customer authorizes Avalara to (i) withdraw the Tax Funds to pay the Taxes in accordance with the Scheduled Returns, including making any required prepayments; and (ii) if applicable, withdraw Customer’s DAVO by Avalara fees and Expenses.
- Avalara Obligations.
- Returns Preparation and Filing. Avalara will prepare and file Returns for the Filing Entities and in the Filing Jurisdictions agreed by Avalara and Customer. Each tax return filing or prepayment mandated by a Filing without a tax return filing, prepared for one Filing Jurisdiction for one filing period, will count as one “Return.”
- Funding. Avalara will remit Taxes for the agreed-upon Filing Entities in agreed-upon Filing Jurisdictions, provided Customer has timely made Tax Funds available.
- Each day, Avalara will draw upon the Bank Account to pay the Taxes.
- Each month, if applicable, Avalara will draw upon the Bank Account to pay DAVO by Avalara fees and Expenses due.
- Unless otherwise agreed in writing, Avalara shall hold the Tax Funds in a trust account prior to disbursement to the applicable Filing Jurisdiction. Avalara holds all Tax Funds in trust for the benefit of the applicable Filing Jurisdiction and shall not comingle the Tax Funds with its general funds but may comingle the Tax Funds with funds held in trust on behalf of other Avalara customers. Any interest earned on the Tax Funds accrues for the benefit of and is the sole property of Avalara.
- Avalara shall not provide funds to pay Taxes. If Tax Funds are not timely available to Avalara for remitting in full, Avalara will file the Return(s) without payment or with partial payment from the Tax Funds available where the Filing Jurisdiction permits filing a return without tax remittance.
- If Avalara is unable to remit Taxes for Customer for six consecutive months after Avalara has begun holding Tax Funds, Avalara will stop collecting Tax Funds from Customer and return to Customer any Tax Funds that were collected but not remitted.
- Notice Management. Customer will receive all notices relating to Customer’s Returns directly from Filing Jurisdictions. During the Subscription Term, for any (i) error notice relating to a Return filed or Taxes remitted by Avalara or (ii) notice relating to changes to the Scheduled Returns, Customer shall immediately, and not later than 10 business days after the date of such notice, deliver such notice to Avalara. Such notice must be submitted in accordance with the instructions in the Documentation. During the Subscription Term, Avalara will respond to error notices for Returns filed and Taxes remitted by Avalara. In the case of error notices received by Avalara more than 10 business days after the date of the notice, Avalara may delay response or not respond or, if Customer asks Avalara to expedite the notice response and Avalara agrees, charge an additional fee to expedite the notice response. Customer is responsible for responding to or otherwise addressing all other notices. Avalara shall have no responsibility for any notice management upon expiration or termination of the Subscription Term.
- DAVO Guarantee. Avalara provides a guarantee of the timeliness of Returns prepared and filed through DAVO by Avalara and that it will draw upon the Bank Account daily to pay the Taxes (the “DAVO Guarantee”) under the following terms:
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file a Return it was obligated to file, to timely remit Taxes it was obligated to remit, or to draw upon the Bank Account daily to pay the Taxes (an “Avalara Error”), Avalara will pay the Filing Jurisdiction the lesser of either: (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of the DAVO by Avalara fees paid by Customer during the 365 days preceding the final assessment of penalties or interest for the Avalara Error (calculated as described in subsection (c) below). If there are any remaining penalties or interest due, Customer shall remit payment to the applicable Filing Jurisdiction.
- The following conditions apply to the DAVO Guarantee:
- Customer must have met all of its obligations under the Terms and these DAVO Terms, including by providing and maintaining accurate, complete, and current Filing Information and Tax Data; timely providing all Tax Funds; and timely paying DAVO by Avalara fees. To the extent the Avalara Error was caused by Customer’s failure to perform any of the obligations in these DAVO Terms or the Terms, the DAVO Guarantee will not apply.
- Customer must promptly forward any notices and relevant information from the Filing Jurisdiction within 10 days of the date of the notice.
- Customer must assist Avalara in challenging the Filing Jurisdiction’s findings if Avalara deems it appropriate in Avalara’s sole discretion.
- Customer must assist Avalara’s efforts to abate or reduce the amount of penalties or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of the DAVO by Avalara fees paid that are eligible for the DAVO Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for DAVO by Avalara, and the time period will be the 365 days preceding the final assessment of penalties or interest after all appeals and abatement options have been exhausted (e.g., in the case of a final assessment issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, the parties acknowledge that fees paid for DAVO by Avalara do not include any activation fees, fees for ancillary Professional Services, or any other one-time fees.
- If the audit implicates other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this DAVO Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged Avalara Error.
- Avalara will make the DAVO Guarantee payment within 30 days after the date that Avalara receives the final assessment notice from the applicable Filing Jurisdiction, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case Customer’s obligations to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Customer must have a current DAVO by Avalara subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under this DAVO Guarantee.
- Fees. Customer agrees to pay fees for DAVO by Avalara based on Customer’s subscription plan and usage of DAVO by Avalara. Unless otherwise agreed in writing, Customer shall participate in Avalara’s automatic payment option for DAVO by Avalara and authorizes Avalara to draw from the Bank Account by ACH transfer to pay DAVO by Avalara fees and Expenses.
- Return Fees. Customer’s monthly subscription fee includes three Returns per Subscription Term. Avalara will charge Customer the subscription fee each time Customer exceeds the three Returns included in the subscription fee (e.g., if Customer files seven Returns in a Subscription Term, Avalara will charge Customer an amount equal to three subscription fees).
- Additional Fees. If Customer fails to timely and completely provide accurate Filing Information, Tax Data, or Tax Funds, as applicable, or otherwise fails to fulfill any obligations under these DAVO Terms, or if Customer requires a change to the standard process described in these Return Terms, Avalara may charge Customer additional fees. For example, Avalara may charge a fee for Avalara to file an amended Return.
- Rejected Transaction Fee. If the ACH payment Avalara draws from the Bank Account is cancelled or returned other than by Avalara, Avalara will charge Customer $3.00 per rejected transaction.
- Term and Termination.
- Initial Subscription Term. The Initial Subscription Term begins on the Effective Date and ends on the last calendar day of the same month in which the Effective Date occurs.
- Automatic Renewal. At the end of the then-current Subscription Term, each subscription to a Service will automatically renew for an additional one-month period (a “Renewal Subscription Term”) unless (1) Customer terminates the Service 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 30 days before such expiration date.
- Termination for Convenience. Customer may terminate the Service for convenience, without cause. If Customer terminates the Service before the expiration date of the then-current Subscription Term, (i) Avalara will return to Customer any Tax Funds that were collected in the final Subscription Term, and (ii) Customer is still obligated to pay subscription fees for the final Subscription Term.
- End of Subscription Term. The last Returns filing and Taxes remittance for Customer’s subscription will occur after the final Subscription Term ends if (i) the final Subscription Term ends on the last calendar day of the month, or (ii) the final Subscription Term ends before the last calendar day of the month and Avalara has not yet filed the Returns and remitted the Taxes for the preceding month. This Section 7(d) (End of Subscription Term) shall not apply if Customer has instructed Avalara to not file the Returns and remit the Taxes, or Customer has not met its obligations under the Terms and these DAVO Terms.
- Termination for Cause. If the financial institution providing the Customer Bank Account instructs Avalara that Avalara must terminate this Agreement (for example, because Customer is conducting its business in violation of Applicable Law), Avalara may immediately terminate this Agreement upon written notice to Customer. In the event of such termination, Avalara will not refund any amounts to Customer.
- Failure to Provide Account Information. In addition to any other applicable termination rights, if Customer does not provide Avalara with accurate and complete Account Information within three months following the Effective Date, Avalara may terminate the Agreement or the DAVO by Avalara Service and return to Customer the Tax Funds it collected.
- Compliance with NACHA Operating Rules. The funding process described in Section 3(b) (Funding) of these Returns Terms may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
- To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements: (i) Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules; (ii) Customer authorizes Avalara to originate the funding requests described in Section 3(b) (Funding); and (iii) Customer will comply with the laws of the United States in providing such funding.
- In addition to any other applicable termination rights, Avalara may terminate the Agreement for Customer’s non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Avalara has the right to audit Customer’s funding process, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- Deviations from the Terms.
- Status Updates. Avalara may elect not to provide status updates at status.avalara.com or an equivalent replacement site.
- Planned Downtime. Avalara may elect not to provide notice of planned downtime.
- Customer Affiliates. Customer may not enable its Affiliates to use DAVO by Avalara.
- Privacy Policy. Avalara’s use of 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, DAVO by Avalara is governed by the DAVO by Avalara Privacy Policy available at https://www.davosalestax.com/privacy-policy-davo-technologies/.
- Material Reduction. Avalara may materially reduce a Service or its features or functionality with at least 30 days’ written notice to Customer.
- Account Notices. Customer should send account notices (for example, name or address changes) in accordance with the instructions in the Documentation.
- Entire Agreement. For avoidance of doubt, the Agreement supersedes and replaces the DAVO by Avalara End User License Agreement previously available at https://www.davosalestax.com/terms-of-use-davo-technologies/ and https://www.davosalestax.com/terms, as well as any DAVO by Avalara End User License Agreement provided by a Distributor to Customer.
Effective June 14th 2024 to December 31st 2024
DownloadSummary of changes
These terms will apply to any new DAVO by Avalara purchase made on or after June 14, 2024 and any DAVO by Avalara renewal occurring on or after July 14, 2024.
Table of Contents
These DAVO by Avalara Supplemental Terms (“DAVO Terms”) govern Customer’s purchase and use of DAVO by Avalara. These DAVO Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at www.avalara.com/terms (the “Terms”). Any capitalized terms used in these DAVO Terms and not defined have the meanings given in the Terms.
- Use of the Services.
- Account Setup. Customer shall provide Avalara with all information requested by Avalara to establish and set up Customer’s account for DAVO by Avalara. Such information includes: (i) a list of taxing jurisdictions for which Customer requests Avalara prepare Returns (as defined in Section 3(a) below) (each, a “Filing Jurisdiction”); (ii) the dates for filing Returns in each of the Filing Jurisdictions (the “Scheduled Returns”); (iii) tax registration numbers and login information for Customer in each Filing Jurisdiction sufficient to allow Avalara to identify and access Customer’s account in that Filing Jurisdiction (the “Account Information”); and (iv) other information necessary to properly configure Customer’s Account and prepare the Returns (all such information in (i)-(iv) collectively, the “Filing Information”). Customer authorizes Avalara to access Customer’s accounts using Customer’s Account Information. Customer is solely responsible for timely providing and maintaining accurate, complete, and current Filing Information, and Avalara has no obligation to audit, verify, correct, or maintain any Filing Information. Customer acknowledges and agrees that its failure to provide accurate, current, and complete Filing Information (for example, tax registration numbers) may limit Avalara’s ability to file Returns and remit any tax amounts due (the “Taxes”).
- Changes to Filing Information. Customer shall review its Filing Information periodically and shall promptly communicate any changes to Avalara. Customer shall submit any changes to the Filing Information to Avalara by the deadline specified in the Documentation. Any changes received after the deadline specified in the Documentation will be implemented and become effective in the subsequent month.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, non-assignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the specific Return for which it was received.
- Customer Obligations.
- Tax Data. Customer is solely responsible for the accuracy and completeness of all the data necessary to properly complete Returns (the “Tax Data”) and all Filing Information. Avalara does not audit, validate, or verify Tax Data. Customer shall transmit to Avalara via the method designated by Avalara all Tax Data for Customer’s Return(s) before the deadline specified in the Documentation.
- Funding. Unless otherwise agreed in writing, Customer shall make sufficient funds available to pay the Taxes (“Tax Funds”) on a daily basis. Avalara will not provide any Tax Funds. Notwithstanding any other provision of the Agreement, Customer shall defend, indemnify, and hold Avalara, its Affiliates, and their respective officers, directors, employees, and representatives harmless from any Losses arising out of or related to Customer’s failure to timely provide immediately available Tax Funds for Taxes due. In order for the Tax Funds to be remitted timely to the applicable Filing Jurisdiction, provided all Tax Data and Filing Information is accurate and complete, Customer must do the following:
- Customer shall provide bank account information for a bank account (the “Bank Account”) from which Customer authorizes Avalara to draw by ACH to pay Customer’s Taxes and any applicable DAVO by Avalara fees and Expenses.
- Customer shall ensure the Bank Account has sufficient Tax Funds to pay the Taxes on a daily basis and any applicable DAVO by Avalara fees and Expenses by the deadlines specified in the Documentation. If Customer fails to timely and sufficiently fund the Bank Account, Customer shall remit all remaining payment due for the Taxes plus any interest or penalties that may accrue directly to the applicable Filing Jurisdiction. If the ACH payment Avalara draws from the Bank Account is cancelled or returned other than by Avalara, that will be considered a failure to timely fund the Bank Account. Avalara may suspend or terminate Customer’s subscription to DAVO by Avalara immediately upon notice if Customer fails to timely and sufficiently fund the Bank Account.
- Customer authorizes Avalara to (i) withdraw the Tax Funds to pay the Taxes in accordance with the Scheduled Returns, including making any required prepayments; and (ii) if applicable, withdraw Customer’s DAVO by Avalara fees and Expenses.
- Avalara Obligations.
- Returns Preparation and Filing. Avalara will prepare and file Returns for the Filing Entities and in the Filing Jurisdictions agreed by Avalara and Customer. Each tax return filing or prepayment mandated by a Filing without a tax return filing, prepared for one Filing Jurisdiction for one filing period, will count as one “Return.”
- Funding. Avalara will remit Taxes for the agreed-upon Filing Entities in agreed-upon Filing Jurisdictions, provided Customer has timely made Tax Funds available.
- Each day, Avalara will draw upon the Bank Account to pay the Taxes.
- Each month, if applicable, Avalara will draw upon the Bank Account to pay DAVO by Avalara fees and Expenses due.
- Unless otherwise agreed in writing, Avalara shall hold the Tax Funds in a trust account prior to disbursement to the applicable Filing Jurisdiction. Avalara holds all Tax Funds in trust for the benefit of the applicable Filing Jurisdiction and shall not comingle the Tax Funds with its general funds but may comingle the Tax Funds with funds held in trust on behalf of other Avalara customers. Any interest earned on the Tax Funds accrues for the benefit of and is the sole property of Avalara.
- Avalara shall not provide funds to pay Taxes. If Tax Funds are not timely available to Avalara for remitting in full, Avalara will file the Return(s) without payment or with partial payment from the Tax Funds available.
- If Avalara is unable to remit Taxes for Customer for six consecutive months after Avalara has begun holding Tax Funds, Avalara will stop collecting Tax Funds from Customer and return to Customer any Tax Funds that were collected but not remitted.
- Notice Management. Customer will receive all notices relating to Customer’s Returns directly from Filing Jurisdictions. During the Subscription Term, for any (i) error notice relating to a Return filed or Taxes remitted by Avalara or (ii) notice relating to changes to the Scheduled Returns, Customer shall immediately, and not later than 10 business days after the date of such notice, deliver such notice to Avalara. Such notice must be submitted in accordance with the instructions in the Documentation. During the Subscription Term, Avalara will respond to error notices for Returns filed and Taxes remitted by Avalara. In the case of error notices received by Avalara more than 10 business days after the date of the notice, Avalara may delay response or not respond or, if Customer asks Avalara to expedite the notice response and Avalara agrees, charge an additional fee to expedite the notice response. Customer is responsible for responding to or otherwise addressing all other notices. Avalara shall have no responsibility for any notice management upon expiration or termination of the Subscription Term.
- DAVO Guarantee. Avalara provides a guarantee of the timeliness of Returns prepared and filed through DAVO by Avalara and that it will draw upon the Bank Account daily to pay the Taxes (the “DAVO Guarantee”) under the following terms:
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file a Return it was obligated to file, to timely remit Taxes it was obligated to remit, or to draw upon the Bank Account daily to pay the Taxes (an “Avalara Error”), Avalara will pay the Filing Jurisdiction the lesser of either: (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of the DAVO by Avalara fees paid by Customer during the 365 days preceding the final assessment of penalties or interest for the Avalara Error (calculated as described in subsection (c) below). If there are any remaining penalties or interest due, Customer shall remit payment to the applicable Filing Jurisdiction.
- The following conditions apply to the DAVO Guarantee:
- Customer must have met all of its obligations under the Terms and these DAVO Terms, including by providing and maintaining accurate, complete, and current Filing Information and Tax Data; timely providing all Tax Funds; and timely paying DAVO by Avalara fees. To the extent the Avalara Error was caused by Customer’s failure to perform any of the obligations in these DAVO Terms or the Terms, the DAVO Guarantee will not apply.
- Customer must promptly forward any notices and relevant information from the Filing Jurisdiction within 10 days of the date of the notice.
- Customer must assist Avalara in challenging the Filing Jurisdiction’s findings if Avalara deems it appropriate in Avalara’s sole discretion.
- Customer must assist Avalara’s efforts to abate or reduce the amount of penalties or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of the DAVO by Avalara fees paid that are eligible for the DAVO Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for DAVO by Avalara, and the time period will be the 365 days preceding the final assessment of penalties or interest after all appeals and abatement options have been exhausted (e.g., in the case of a final assessment issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, the parties acknowledge that fees paid for DAVO by Avalara do not include any activation fees, fees for ancillary Professional Services, or any other one-time fees.
- If the audit implicates other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this DAVO Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged Avalara Error.
- Avalara will make the DAVO Guarantee payment within 30 days after the date that Avalara receives the final assessment notice from the applicable Filing Jurisdiction, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case Customer’s obligations to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Customer must have a current DAVO by Avalara subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under this DAVO Guarantee.
- Fees. Customer agrees to pay fees for DAVO by Avalara based on Customer’s subscription plan and usage of DAVO by Avalara. Unless otherwise agreed in writing, Customer shall participate in Avalara’s automatic payment option for DAVO by Avalara and authorizes Avalara to draw from the Bank Account by ACH transfer to pay DAVO by Avalara fees and Expenses.
- Return Fees. Customer’s monthly subscription fee includes three Returns per Subscription Term. Avalara will charge Customer the subscription fee each time Customer exceeds the three Returns included in subscription fee (e.g., if Customer files seven Returns in a Subscription Term, Avalara will charge Customer an amount equal to three subscription fees).
- Additional Fees. If Customer fails to timely and completely provide accurate Filing Information, Tax Data, or Tax Funds, as applicable, or otherwise fails to fulfill any obligations under these DAVO Terms, or if Customer requires a change to the standard process described in these Return Terms, Avalara may charge Customer additional fees. For example, Avalara may charge a fee for Avalara to file an amended Return.
- Rejected Transaction Fee. If the ACH payment Avalara draws from the Bank Account is cancelled or returned other than by Avalara, Avalara will charge Customer $3.00 per rejected transaction.
- Term and Termination. Notwithstanding anything to the contrary in the Terms, the Subscription Term for Customer’s DAVO by Avalara subscription will terminate on the last calendar day of the Subscription Term month. Customer may instruct Avalara not to file Returns by contacting DAVO by Avalara customer support in accordance with the instructions provided in the Documentation.
- Termination for Cause. If the financial institution providing the Customer Bank Account instructs Avalara that Avalara must terminate this Agreement (for example, because Customer is conducting its business in violation of Applicable Law), Avalara may immediately terminate this Agreement upon written notice to Customer. In the event of such termination, Avalara will not refund any amounts to Customer.
- Failure to Provide Account Information. In addition to any other applicable termination rights, if Customer does not provide Avalara with accurate and complete Account Information within three months following the Effective Date, Avalara may terminate the Agreement or the DAVO by Avalara Service and return to Customer the Tax Funds it collected.
- Automatic Renewal. At the end of the then-current Subscription Term, each subscription to a Service will automatically renew for an additional one-month 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 30 days before such expiration date.
- Compliance with NACHA Operating Rules. The funding process described in Section 3(b) (Funding) of these Returns Terms may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
- To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
- .Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;ii. Customer authorizes Avalara to originate the funding requests described in Section 3(b) (Funding); and
iii. Customer will comply with the laws of the United States in providing such funding.
- .Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;ii. Customer authorizes Avalara to originate the funding requests described in Section 3(b) (Funding); and
- In addition to any other applicable termination rights, Avalara may terminate the Agreement for Customer’s non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Avalara has the right to audit Customer’s funding process, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
- Deviations from the Terms.
- Status Updates. Avalara may elect not to provide status updates at status.avalara.com or an equivalent replacement site.
- Planned Downtime. Avalara may elect not to provide notice of planned downtime.
- Customer Affiliates. Customer may not enable its Affiliates to use DAVO by Avalara.
- Privacy Policy. Avalara’s use of 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, DAVO by Avalara is governed by the DAVO by Avalara Privacy Policy available at https://www.davosalestax.com/privacy-policy-davo-technologies/.
- Material Reduction. Avalara may materially reduce a Service or its features or functionality with at least 30 days’ written notice to Customer.
- Account Notices. Customer should send account notices (for example, name or address changes) in accordance with the instructions in the Documentation.
- Entire Agreement. For avoidance of doubt, the Agreement supersedes and replaces the DAVO by Avalara End User License Agreement previously available at https://www.davosalestax.com/terms-of-use-davo-technologies/ and https://www.davosalestax.com/terms, as well as any DAVO by Avalara End User License Agreement provided by a Distributor to Customer.
E-Invoicing and Live Reporting
Effective January 1st 2025
DownloadTable of Contents
Please note that these updated Service-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or Service purchase made on or after January 1, 2025.
These E-Invoicing and Live Reporting Service-Specific Supplemental Terms ("ELR Terms") govern Customer's purchase and use of E-Invoicing and Live Reporting and Additional Services. These ELR Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the "Terms"). Any capitalized terms used and not defined in these ELR Terms have the meanings given in the Terms. For the E-Invoicing and Live Reporting Service and any Additional Services, any references in the Agreement to "Avalara, Inc." or "Avalara" will be deemed to be to "Avalara Europe Ltd.".
- Definitions.
- "Additional Services" means those Services ancillary to E-Invoicing and Live Reporting, including, without limitation, Digital Archiving Services, that may be subject to additional fees.
- "E-Invoicing and Live Reporting" means the Service for electronic management of invoices and other documents (including, for example, credit notes, debit notes, orders, way bills) in different electronic formats, via a data exchange network and the Service for reporting sales transactions (e.g., invoices or invoice data), accounting information (e.g., ledgers), or other required documents in an electronic format as required by the local tax authority.
- "Business Connection" means, in association with the performance of Electronic Data Interchange services, any technical facility implemented by Avalara for the exchange of electronic documents between Avalara and the Customer or Avalara and the Customer's business partner.
- "Customer Infrastructure" means the Customer's computing environment (consisting of hardware, software, and telecommunications networks) that Customer uses in connection with its use of E-Invoicing and Live Reporting.
- "Digital Archiving Services" means the Service for storing invoices and other documentation within a secure environment.
- “PEPPOL” means the Pan-European Public Procurement On-line network that enables businesses and governments to exchange invoices and other business documents supported by PEPPOL across contact points available in the network. Relevant contact points available through PEPPOL can be found at https://peppol.org/learn-more/country-profiles/.
- "Territory" means a jurisdiction supported by Avalara for which Customer requests Avalara to provide E-Invoicing and Live Reporting.
- The Services.
- Customer's Account Setup. Customer shall promptly provide Avalara with all requested information, including Customer Data, that is reasonably necessary to begin providing E-Invoicing and Live Reporting and Additional Services. Customer shall provide such information through the method designated by Avalara.
- Customer Obligations. Customer shall provide Avalara with the necessary assistance, materials, and resources that Avalara may reasonably require from time to time in connection with the performance of E-Invoicing and Live Reporting and Additional Services, including access to Customer Data and Customer Infrastructure. Customer shall maintain complete, up-to-date, reproducible, and accurate backup copies of all data, programs, and electronic records held by Customer necessary for Avalara's provision of E-Invoicing and Live Reporting. Customer remains fully responsible for the content of the datasets exchanged, including compliance with Applicable Law with respect to such datasets, and for any business commitment resulting from such content.
- Suitability. Customer is solely responsible for determining whether E-Invoicing and Live Reporting meets its applicable regulatory obligations in the relevant Territories.
- Avalara Obligations. Avalara, in connection with E-Invoicing and Live Reporting, shall: (i) process and deliver the relevant documents to the recipient designated by Customer or the recipient’s service provider and/or the local tax authority as required by local law; and (ii) assist Customer in complying with local requirements in the Territories as Avalara determines to be appropriate.
- PEPPOL. In certain countries, Avalara will process documents on behalf of Customer through the PEPPOL network. Avalara may block Customer’s access to the Peppol Network if either Avalara or the PEPPOL network observe indicia of fraud, spam, or other criminal acts committed by or on behalf of Customer
- Digital Archiving Services.
- Provision of Digital Archiving Services. Avalara may, in connection with the provision of Avalara E-Invoicing and Live Reporting Services and Additional Services and as disclosed in the Documentation, provide Digital Archiving Services. Avalara reserves the right to charge applicable fees for Digital Archiving Services and will set out any applicable fees in the Order Document. Nothing in these ELR Terms requires Avalara to provide Digital Archiving Services in any country other than those listed in the Documentation. Avalara is not obligated to continue to provide Digital Archiving Services to Customer after the expiration or termination of Customer’s Subscription Term. Following the expiration or termination of the Subscription Term, Customer is responsible for ensuring the continuity of any digital archiving services it may require.
- Customer Obligations. Customer shall timely provide the information and execute any documentation required by regulatory bodies or local vendors engaged by Avalara (collectively "Documentary Requirements"). Avalara may refuse to provide Digital Archiving Services if Customer fails to satisfy such Documentary Requirements in a timely manner.
- Provision of Digital Archiving Services. Avalara may, in connection with the provision of Avalara E-Invoicing and Live Reporting Services and Additional Services and as disclosed in the Documentation, provide Digital Archiving Services. Avalara reserves the right to charge applicable fees for Digital Archiving Services and will set out any applicable fees in the Order Document. Nothing in these ELR Terms requires Avalara to provide Digital Archiving Services in any country other than those listed in the Documentation. Avalara is not obligated to continue to provide Digital Archiving Services to Customer after the expiration or termination of Customer’s Subscription Term. Following the expiration or termination of the Subscription Term, Customer is responsible for ensuring the continuity of any digital archiving services it may require.
- Fees. Customer shall pay all fees and expenses for E-Invoicing and Live Reporting as specified in each Order Document or invoices or as otherwise described herein by Avalara.
- Avalara E-Invoicing and Live Reporting: Fees for E-Invoicing and Live Reporting are based on the number of transactions (e.g., invoices, credit notes, way bills) processed by Avalara. If transactions exceed the applicable tier, Customer will incur overage fees at the rate set forth on the applicable Order Document. Customer's E-lnvoicing and Live Reporting subscription will not be automatically upgraded to the next highest subscription tier.
- Additional Services: Fees for Additional Services shall be as set out in the Order Document, and Avalara may require advance payment in full before commencing performance.
- Governing Law; Jurisdiction and Venue. These ELR Terms and all matters in connection with these ELR Terms are governed by the laws of England and Wales. Each Party irrevocably agrees that the courts of England a