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- Avalara Partner Program General Terms and Conditions
- Avalara for Accountants and Avalara for Consulting Partners Terms and Conditions
- Avalara for Technology Partners Terms and Conditions
- Avalara Implementation Certification Terms and Conditions
- Avalara Partner Program Guide
- Summary of Modifications to the Avalara Partner Program
- Avalara Included End User Terms of Use
- Avalara Partner Portal Terms of Use
- Avalara Developer Community Code of Conduct
- NFR Account Terms and Conditions
- Referral Partner Agreement
- Accounting Partner Agreement
- Avalara Partner Market Development Funds (MDF)
- DAVO by Avalara for Technology Partners Terms and Conditions
- DAVO by Avalara Development and Marketing Plan
Avalara Partner Program General Terms and Conditions
Effective December 1st 2024
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These Avalara Partner Program General Terms and Conditions (the “General Partner Terms”), together with any applicable document used to describe a partnership between Avalara and Partner (the “Partner Agreement”), such as the Avalara Partner Program Agreement and the terms of Avalara’s Partner Programs, govern Avalara’s offering of, and Partner’s participation in, Avalara’s Partner Programs (each, a “Program”). These General Partner Terms together with the Partner Agreement comprise the “Agreement” and constitute a binding agreement between Avalara and Partner (each, a “Party”). Partner agrees to be bound by these General Partner Terms by executing, including clicking through, any document that references these General Partner Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meanings:
“Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
“Avalara” means Avalara, Inc. a Washington corporation and its Affiliates.
“Avalara Add-On Services” means AvaTax support plans, training services, and sales and use tax registration services, among others. Avalara Add-On Services do not include any other Professional Services offered by Avalara or any Avalara Affiliates.
“Avalara CertCapture” or “CertCapture” means Avalara’s CertCapture Service for exemption certificate storage and management.
“Avalara Product” means any Avalara Property, Avalara Add-On Service, and other Avalara products or services.
“Avalara Property” means all products and services offered by Avalara, including, without limitation, Avalara AvaTax, Avalara Returns, Avalara Exemption Certificate Management, the Avalara SDK, and other Avalara products and services.
“Avalara Professional Services or Professional Services” means services supplemental to the Avalara Services, including professional consulting services, to be performed for Customers by Avalara’s employees or contractors, as specified in the applicable Order Document.
“Avalara Returns” means the software application for compliance, preparation, and management of sales and use tax returns, treasury, remittance, and notice management, including all updates, upgrades, and accompanying documentation.
“Avalara SDK” means the AvaTax software development kit that enables developers to integrate applications into and is a part of the Service.
“Avalara Technology” means the technology and Intellectual Property that Avalara uses to provide its products and services, including computer software programs, websites, networks, and equipment. Avalara Technology includes all Avalara Products, Avalara Property, and the Partner Portal.
“AvaTax” or “Avalara AvaTax” means Avalara’s AvaTax Service for calculating transactional taxes on the sale of goods and services, including sales, use, and value added taxes.
“Certificate” means, with respect to CertCapture, each unique image file of a form document for a single jurisdiction uploaded to the CertCapture Service.
“Certification” means that Partner has completed the process to ensure the Connector functions in accordance with Avalara’s requirements, and Avalara has provided final approval and acceptance of the Connector. A Connector is “Certified” if Avalara issues Certification.
“Certification Documentation” means documentation made available to Partner that outlines the requirements to successfully complete Certification. Certification Documentation may be updated from time to time by Avalara in its sole discretion, and Partner may be required to fulfill additional requirements in order to retain such Certification.
“Certification Logo” means the visual representation provided by Avalara to Program applicants that signifies Certification, as required under certain Avalara Programs. A Certification Logo will be licensed for Partner’s use upon completion of the required training.
“Connector” means a software and communications interface that connects Customer’s business or financial software with an Avalara Service.
“Console” means the administrative console through which a Customer accesses its Avalara account.
“Customer” means a customer (other than Partner) that either purchases new Services from Avalara as a result of Partner’s qualifying activities under Avalara for Accountants or Avalara for Consulting Partners, or purchases an Avalara Service in conjunction with Partner’s Connector.
“Documentation” means a Party’s user guides, training manuals, and other similar information, as updated or revised by that Party from time to time.
“End User” means a customer who purchases an Avalara Service in conjunction with Partner’s Connector.
“Integration” or “Integrate” means development of an interface that enables the Avalara Property and the Solution to work together through the Connector.
“Intellectual Property” means all trade secrets, patents and patent applications, Marks, copyrights, moral rights, rights in Inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
“Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, discovery, or invention, whether or not copyrightable or patentable and whether or not reduced to practice.
“Leads” or “Customer Information” means complete and up-to-date contact details of third parties that express an interest, or may have an interest, in purchasing the Services.
“Logo” means the Marks Avalara provides to Partner in accordance with Section 3(b)(iii) (Marketing Activities; Avalara Marks).
“Mark” means any trade names, trademarks, service marks, marks and logos owned by a Party (whether registered or unregistered and including any goodwill acquired in such trademarks).
“Order Document” means a sales order, statement of work, or other document used to purchase Avalara Products(s) from Avalara.
“Our Site” means www.avalara.com or any other URL owned by Avalara.
“Partner” or “Business Partner” or “Solution Partner” means the Party who enters into a partnership agreement with Avalara or participates in an Avalara Partner Program.
“Partner Portal” means the website Avalara manages containing information for Partners about Avalara’s Services. Avalara provides Partners with access to the Partner Portal upon execution of the applicable Partner Agreement or upon approval as participant in an Avalara Partner Program. Partner’s use of the Partner Portal is governed by the Avalara Partner Portal Terms and Conditions located at http://www.avalara.com/partner/partner-portal-terms (the “Partner Portal Terms”).
“Partner Technology” or “Work Product” means the technology and Intellectual Property that the Partner uses to provide its Connector and the Solution, if applicable, including computer software programs, Partner’s Documentation, schematics, websites, networks, and equipment, as applicable.
“Program” means any program Avalara offers to third parties to partner with Avalara, including programs for developing Connectors and referring potential customers to Avalara in return for commissions.
“Referred Client” means a new customer (other than Partner), that purchases Avalara’s Services as a result of Partner’s qualifying activities under Avalara for Accountants or Avalara for Consulting Partners, or their predecessor or successor Programs.
“Service” means the software and/or service offered to Customers by Avalara.
“Solution” means any business or financial software provided by a Partner or third party, such as Enterprise Resource Planning (ERP), Customer Relationship Manager (CRM), or ecommerce platform, including all updates, modifications, and amendments.
“Transaction” means (i) with respect to CertCapture, the collecting (by email, facsimile and/or mail) and the processing (uploading, validating and/or linking) of a document image file for a single jurisdiction on behalf of a Customer, and (ii) with respect to AvaTax, an electronic request submitted by a Customer to the AvaTax system to calculate tax, post a document, or validate an address.
- Service Account. Subject to the Not for Resale Account Terms located at https://www.avalara.com/us/en/legal/nfrterms.html (“NFR Account Terms”, “Terms and Conditions” or “AvaTax Terms”) and incorporated into this Agreement by reference, if applicable, Avalara will provide a Service account to Partner (the “Not for Resale Account”, the “NFR Account,” or the “Free Avalara AvaTax License”).
- Proprietary Rights.
- Partner’s Intellectual Property.
- Partner Technology. Partner retains all right, title, and interest in all Intellectual Property rights in the Partner Technology, Partner Confidential Information, and all enhancements or improvements to, or derivative works of, the foregoing. Nothing in the Agreement transfers or conveys to Avalara any ownership interest in the Partner Technology, Partner Confidential Information, or any Intellectual Property in the foregoing. Partner hereby grants to Avalara a non-transferable (except as permitted under the Agreement), non-exclusive, and sub-licensable license to: (A) demonstrate the Connector to Customers and users of the applicable Solution; (B) sell the right to use the Avalara Property in conjunction with the Connector, including use after the termination of the Agreement; (C) test the functionality of the Connector to ensure that the Connector is functional and compatible with Avalara Technology and Services; (D) provide support to Customers; and (E) use the Connector and the Partner Technology to satisfy Avalara’s other obligations under the Agreement.
- Restrictions. Except as permitted under the Agreement, Avalara shall not A) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Partner Technology; (B) reproduce, modify, create, or prepare derivative works of any of the Partner Technology or Partner Documentation; (C) distribute or display any of the Partner Technology or Partner Documentation; (D) share, sell, rent, lease, or otherwise distribute access to the Partner Technology or use the Partner Technology to operate any timesharing, service bureau, or similar business; or (E) alter, destroy, or otherwise remove any proprietary notices within the Partner Technology or Partner Documentation.
- Partner Marks. Subject to the terms of the Agreement, Partner grants to Avalara a limited, non-exclusive, non-transferable, revocable license to display Partner’s Marks solely to market and promote the relationship contemplated by this Agreement and in accordance with any use guidelines provided by Partner. Notwithstanding the foregoing, Partner retains all right, title, and interest in the Partner Marks, and nothing in the Agreement confers any right of ownership in the Partner Marks.
- Avalara’s Intellectual Property.
- Avalara Technology. Avalara retains and owns all right, title, and interest in all Intellectual Property rights in the Avalara Technology, Avalara’s Documentation, Avalara’s Confidential Information, the Services, and all enhancements or improvements to, or derivative works of, the foregoing. Any work product created by the Avalara Professional Services (including any Inventions used or developed by Avalara or its subcontractors in connection with the Avalara Professional Services) will be Avalara’s Intellectual Property only to the extent that the work product does not incorporate (A) any Partner Intellectual Property or Partner Technology or (B) any works-made-for-hire that Avalara creates for Partner’s exclusive use. Nothing in the Agreement transfers to Partner any ownership interest in the Avalara Intellectual Property.
- Restrictions. Partner shall use the Services only as set forth in the Agreement and the Documentation. Partner shall not (A) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Avalara Technology; (B) reproduce, modify, create, or prepare derivative works of any of the Avalara Technology or Documentation; (C) except as permitted by this Agreement, distribute or display any of the Avalara Technology or Documentation; (D) share, sell, rent, lease, or otherwise distribute access to the Services, or use the Services to operate any timesharing, service bureau, or similar business; (E) alter, destroy, or otherwise remove any proprietary notices within the Avalara Technology or Documentation; or (F) disclose the results of any Service or program benchmark tests to any third parties without Avalara’s prior written consent.
- Marketing Activities; Avalara Marks. In conducting any marketing activities under a Program, Partner shall use only those marketing materials Avalara provides (either directly or through http://styleguide.avalara.com) or approves in writing (“Avalara Assets”). Partner shall use the Avalara Assets and Avalara Marks in compliance with all guidelines Avalara provides. Partner shall not modify the Avalara Assets or Avalara Marks without Avalara’s prior written approval. Avalara grants Partner a limited, non-exclusive, non-transferable, non-assignable, revocable right to display the Avalara Assets and Avalara Marks solely to fulfill its obligations under the Agreement. Notwithstanding the forgoing, Avalara retains all right, title, and interest in the Avalara Assets and Avalara Marks, and nothing in the Agreement confers any right of ownership in the Avalara Assets or Avalara Marks on Partner, and all use of them inures to Avalara’s benefit.
- Suggestions and Feedback. If either Party provides the other Party with any suggested improvements to a Program, NFR Account, Avalara Assets, the Partner Portal, Intellectual Property, the Services, Partner’s Solution or any other products or services of such Party, then that Party also grants the other Party a nonexclusive, perpetual, irrevocable, royalty free, worldwide license, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of such suggested improvements. Notwithstanding the foregoing, nothing in this Section 3(c) (Suggestions and Feedback) grants a Party a license to use any Inventions covered by a registered patent owned by the other Party.
- Partner’s Intellectual Property.
- Modification. Except as may otherwise be provided in the Agreement and except for the rights set forth in Section 3(a) (Partner’s Intellectual Property), Avalara may modify these General Partner Terms. If Avalara modifies these General Partner Terms, it will provide prior written notice (“Modification Notice”) to Partner of those modifications at least 30 days prior to the effectiveness of the modifications. If the modifications materially and adversely affect Partner, and Partner does not wish to accept such modifications, then Partner may withdraw from the applicable Program and terminate the applicable Partner Agreement by written notice to Avalara, subject to any wind down obligations in the Agreement.
- Term and Termination.
- Agreement Term. The term of the Agreement (the “Term”) begins on the effective date of the first Partner Agreement and ends on the date of termination or expiration of the final Partner Agreement.
- Termination for Breach or Cause. Either Party may terminate the Agreement by notice to the other (i) if the other Party materially breaches its obligations under the Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of notice of breach; or (ii) upon the other Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing.
- Effects of Termination. Upon termination, subject to a Party’s wind down obligations, (i) all rights and licenses granted under the Agreement will immediately terminate; (ii), Avalara shall cease all use of the Partner Marks and Partner Technology and Partner shall cease all use of the Avalara Marks and Avalara Assets, except that each Party may continue to use the other Party’s Marks in any items produced before termination; (iii) each Party will remain liable for all fees owed to the other Party; (iv) upon request, each Party will immediately return or, if instructed, destroy the other Party’s Confidential Information in its possession or control other than in automatic computer backups. A Party is not required to destroy or return any Confidential Information that must be retained for regulatory, legal, or audit purposes or for compliance with its document retention policies and has no obligation to destroy electronic copies made as part of its routine archival or backup procedures. All provisions that by their nature should survive termination will do so (including, for example, payment obligations, indemnification and defense obligations, and duties of confidentiality).
- Confidential Information.
- Confidential Information. “Confidential Information” means any information disclosed by a Party to the other Party, either directly or indirectly, in writing, orally, or by inspection that (i) is designated as "Confidential," "Proprietary," or some similar designation or (ii) by the nature of the information or the circumstances surrounding disclosure, would be reasonably understood as proprietary or confidential.
- Exclusions. Confidential Information does not include information (i) that is or becomes generally available to the public other than through the action of the receiving Party; (ii) lawfully in the possession of the receiving Party at the time of disclosure without restriction on use or disclosure; (iii) lawfully obtained by the receiving Party from a third party without restriction on use or disclosure or breach of such third party’s obligations of confidentiality; or (iv) independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
- Disclosures Required by Law. If any applicable law, regulation, or judicial or administrative order requires the receiving Party to disclose any of the disclosing Party’s Confidential Information (a “Disclosure Order”) then, unless otherwise prohibited by the Disclosure Order, the receiving Party will promptly notify the disclosing Party in writing prior to making any such disclosure, in order to facilitate the disclosing Party’s efforts to protect its Confidential Information. Following such notification, the receiving Party will cooperate with the disclosing Party, at the disclosing Party’s reasonable expense, in seeking and obtaining protection for the disclosing Party’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing Party, the receiving Party is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the receiving Party may disclose, without liability hereunder, that portion of the Confidential Information which is legally required to be disclosed and the receiving Party will exercise its best efforts to preserve the confidentiality of the remaining Confidential Information.
- Restrictions on Use and Disclosure. Subject to the permitted disclosures set forth in Section 6(c) (Disclosures Required by Law), the receiving Party shall hold Confidential Information in strict confidence and shall not directly or indirectly disclose Confidential Information to third parties. The receiving Party may disclose Confidential Information to an employee, advisor, or consultant (“Representatives”) who needs such access in order to fulfill a Party’s obligations under these Terms on the condition that the receiving Party: (i) ensures that such Representatives are bound by a written agreement that is as substantially protective as the Agreement; and (ii) accepts full responsibility for its Representatives’ use of the Confidential Information. The receiving Party shall protect Confidential Information from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information and refrain from reverse engineering, decompiling, or disassembling any Confidential Information.
- Notice. Each Party will notify the other Party without undue delay in accordance with applicable laws of unauthorized access, use, or disclosure of Confidential Information. Each Party shall provide the other Party with information regarding the incident as required by applicable laws or as reasonably requested by the other Party to comply with its obligations under applicable laws. Each Party shall use commercially reasonable efforts to (i) identify the cause of the incident and (ii) remediate the cause of the incident within its systems, to the extent such remediation is within Avalara’s reasonable control.
- Data Privacy.
- Customer Data. Any data provided to Avalara by a Customer is solely governed by the agreement between that Customer and Avalara.
- Representatives. If Partner provides Avalara with any Personal Information relating to an individual employee, agent, or representative of Partner’s, Avalara’s use of that information shall be governed by the Avalara Privacy Policy located at https://www.avalara.com/privacy-policy. “Personal Information” means any information exchanged by the Parties under these General Partner Terms that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under applicable laws.
- Data Protection Laws. In submitting, transmitting, or sharing any Personal Information, each Party agrees that it has: (i) complied with all applicable Data Protection Laws in its collection, processing and transfer of the Personal Information; (ii) obtained all rights necessary to transfer the Personal Information; and (iii) obtained legally valid consent in accordance with Data Protection Laws with respect to the Personal Information, including specific consent for the intended use of such Personal Information. If any individual exercises their right to withdraw their consent with the disclosing Party, the disclosing Party will immediately inform the other Party of such withdrawal. Personal Information is subject to the same disclosure restrictions and conditions as Confidential Information under these General Partner Terms. Each Party acknowledges that it will only process Personal Information necessary for their participation in the Program. “Data Protection Laws” means all applicable laws relating to the collection, protection, security, transfer, storage, use, sharing, disclosure, and more generally any processing of Personal Information in all applicable jurisdictions, including (A) U.S. federal and state legislation, such as the California Consumer Privacy Act of 2018, as amended, including by the California Privacy Rights Act (“CCPA”); (B) the General Data Protection Regulation of April 27, 2016 (Regulation (EU) 2016/679) (“GDPR”), and any implementing or equivalent national laws, and (C) the EU e-Privacy Directive.
- No Information Selling or Sharing for Cross‐Context Behavioral Advertising; Compliance with the CCPA. Partner and Avalara do not accept or disclose any Personal Information as consideration for any payments, services, or other items of value. Avalara and Partner do not sell or share any Personal Information, as the terms “sell” and “share” are defined in the CCPA. Avalara and Partner only process Personal Information for the business purposes specified in the General Partner Terms or the Partner Agreement. Avalara and Partner do not retain, use, or disclose Personal Information (i) for cross‐context behavioral advertising, or (ii) outside their direct business relationship. Avalara and Partner do not combine Personal Information with other data.
- EU Standard Contractual Clauses. For Personal Information that is subject to the GDPR, Avalara and Partner comply with the EU Standard Contractual Clauses for international transfers in Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (“EU SCCs”) for the transfer of Personal Information outside the European Economic Area (EEA), Module 1 as noted below, in Exhibit A. Under the EU SCCs, Partner will act as data exporter. Partner may be based within or outside the EEA. Avalara is based outside the EEA, acts as data importer, and agrees to the EU SCCs. For limited business contact information concerning individual representatives, Avalara and Partner agree to the EU SCCs Module 1.
- United Kingdom. With respect to transfers of Personal Information from the United Kingdom of Great Britain and Northern Ireland to countries not deemed to have adequate data protection regimes under all laws relating to data protection, the processing of Personal Information, privacy, or electronic communications in force from time to time in the United Kingdom of Great Britain and Northern Ireland, Avalara agrees to the EU SCCs as set out in this Section 7 and the International Data Transfer Addendum to the EU SCCs in Exhibit B. Any conflicts between the EU SCCs and the International Data Transfer Addendum to the EU SCCs shall be resolved as provided in the International Data Transfer Addendum to the EU SCCs.
- Warranties.
- Mutual Warranties. Each Party represents and warrants to the other Party that (i) it has the authority to enter into the Agreement and perform its obligations hereunder; (ii) the Agreement does not conflict with any other agreement entered into by it; (iii) it does not conduct business for any unlawful purpose; and (iv) it is not on the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons; Her Majesty’s Treasury, Asset Freezing Unit’s Consolidated List of Financial Sanctions Targets; the European Union’s consolidated list of persons, groups, and entities subject to EU financial sanctions; or any similar list of embargoed or blocked persons applicable to persons or entities in the jurisdiction of such Party’s domicile or performance of the Agreement.
- Partner Warranties. Partner represents and warrants that: (i) the information Partner provides in connection with any Program, including Leads, and registration information of Customers and their billing information is current, accurate, and complete; (ii) to the extent Partner provides any Personal Information of data subjects protected by the GDPR or UK GDPR, Partner has the affirmative prior consent of the data subjects to provide such Personal Information to Avalara; (iii) Partner will not engage in any unfair or deceptive marketing practices whether by statement, act, omission, or implication and will immediately cease all such marketing upon a written request from Avalara; and (iv) the subjects of any Leads that Partner provides are not on the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons.
- Disclaimer of Implied Warranties. Except as expressly provided in the Agreement, the Programs, the Partner Portal, the Services, and the Avalara Technology are provided on an “as is” and “as available” basis, and neither Party makes any warranties of any kind, whether express, implied, statutory, or otherwise, and each party specifically disclaims all implied warranties to the maximum extent permitted by applicable law.
- Indemnification.
- Indemnification by Avalara. Avalara shall indemnify and defend Partner against any Losses arising from a third-party claim that (i) Partner’s use of the Avalara Technology in accordance with the Agreement infringes a copyright, registered trademark, issued patent, or other Intellectual Property right of such third party (an “Infringement”); (ii) results from Avalara’s breach of the Agreement; or (iii) results from Avalara’s violation of applicable laws. “Loss” means any liability, loss, claim, settlement payment (including any settlement the Indemnitee agrees to pay as long as it is in a written settlement approved by Indemnitor in writing), cost and expense, interest, award, judgment, damages (including punitive damages), fines, fees, penalties, or other charges, filing fees and court costs, witness fees, costs of investigating and defending third party claims, and reasonable attorneys’ and other professionals’ fees, and any other fees.
- Indemnification by Partner. Partner will indemnify and defend Avalara against any Losses arising from a third-party claim that (i) Avalara’s use of the Partner Technology in accordance with the Agreement causes an Infringement; (ii) results from Partner’s breach of the Agreement; or (iii) results from Partner’s violation of applicable law.
- Mutual Indemnification. Each Party shall indemnify and defend the other Party against any Losses resulting from a third-party claim (including any Customer claim) arising under such third party’s purchase or use of the Indemnitor’s products or services, except those claims covered by Sections 9(a)(i) or 9(b)(i) (e.g., as to Avalara, the Services and Avalara Technology; and, as to Partner, the Solution, Connector, and Partner Technology), including, for example, any claims based on warranty or product liability.
- Process. The obligations of a Party (“Indemnitor”) to defend or indemnify the other (“Indemnitee”) under this Section 9 (Indemnification) are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing of any claim within the scope of the Indemnitor’s defense or indemnity obligations set forth in the Agreement, provided that Indemnitor shall not be excused from its indemnity obligations for failure by Indemnitee to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure; (ii) the Indemnitor shall be given exclusive control of the defense of such claim and all negotiations relating to the settlement thereof (except that the Indemnitor may not make any admissions on the Indemnitee’s behalf or settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability, and the Indemnitee may participate in the defense of the claim at its sole cost and expense); and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim at the Indemnitor’s expense.
- If the Avalara Technology or the Partner Technology (each individually, the “Technology”) is subject to a claim of Infringement and as a result, the Indemnitee’s use of the Indemnitor’s Technology is enjoined, then the Indemnitor, shall, at no cost to the Indemnitee, procure for the Indemnitee the right to continue using the Indemnitor’s Technology or replace that Technology with non-infringing or modified Technology of materially equivalent functionality. If none of the above options are available on terms that are commercially reasonable, then the Indemnitor may terminate the Indemnitee’s right to access and use the Technology, subject to Section 5(c) (Effects of Termination).
- Neither Party has any obligation with respect to any actual or claimed Infringement to the extent that the Infringement is caused by (i) the Indemnitee’s Technology, (ii) use or modification of the Indemnitor’s Technology other than as specified in the Documentation or the Agreement, (iii) combination of the Indemnitor’s Technology with any products, software, services, data, or other materials not provided by the Indemnitor or approved by the Indemnitor in writing if the Infringement would not have occurred but for such combination, or (iv) any act or omission by the Indemnitee or any employee, agent, or Affiliate of the Indemnitee in violation of the Agreement, another agreement between the Parties, or applicable law.
- Exclusive Remedy. This Section 9 (Indemnification) states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to Infringement claims. This Section 9 (Indemnification) does not cover any claims based on an incorrect tax calculation result or other error in accuracy or timeliness of any tax calculation, tax return, or compliance document. Such claims are governed by the applicable terms and expressly excluded from this Agreement.
- Exclusion of Certain Claims; Limitation of Liability.
- Exclusion of Certain Claims. Neither Party will be liable to the other Party or any other party for any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill, investments, use of money or use of facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages, arising out of (i) the performance or nonperformance of the Agreement or of products, software, Services, or Avalara Professional Services provided under the Agreement, or (ii) any claim, cause of action, breach of contract, indemnity, or any express or implied warranty, misrepresentation, negligence, strict liability, or other tort. The previous sentence will not apply to instances of gross negligence or willful misconduct, a Party’s breach of its confidentiality obligations set forth in Section 6 (Confidential Information), or a Party’s indemnification obligations set forth in Section 9 (Indemnification).
- Limitation of Liability. A Party’s aggregate liability will not exceed the fees, financial incentives, or discount incentives received or receivable by Partner from Avalara under the Agreement in the 12-month period immediately preceding the event giving rise to the claim. The previous sentence does not apply to instances of gross negligence or willful misconduct, to a Party’s indemnification obligations set forth in Section 9 (Indemnification), to a Party’s obligations to pay fees and expenses when due and payable, or to any infringement or misappropriation by a Party of any Intellectual Property of the other Party.
- Limitation of Claims. Except with respect to claims of infringement or misappropriation of any Intellectual Property, misuse of Confidential Information, or a Party’s failure to pay amounts due, neither Party may bring any claim relating to the Agreement more than two years after the events giving rise to the claim occurred.
- General. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply and the Parties may have additional rights.
- Miscellaneous.
- Payment Information. If Partner is to receive payments pursuant to a Partner Agreement, Partner shall promptly provide Avalara with any documentation reasonably required by Avalara, including, for example, a W-9.
- Relationship of the Parties; Transparency. The Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the Parties. Partner’s and Avalara’s other business partners are independent of Avalara and are not Avalara’s agents. Either Party may disclose any terms of Avalara’s Partner Programs that are publicly available, including information about commissions, and the existence of this Agreement. Each Party shall conduct its business in compliance with applicable laws.
- No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies on third parties, including Customers.
- Governing Law; Jurisdiction and Venue. The Agreement will be governed by laws of the State of New York, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction. For any claims or causes of action arising out of the Agreement, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in the following locations: (i) if Partner is the plaintiff, in King County, Washington, and (ii) if Avalara is the plaintiff, in the applicable jurisdiction of Partner’s corporate headquarters, or if Partner’s corporate headquarters are not in the United States, Partner’s primary place of business in the United States.
- Equitable Relief. Each Party acknowledges that damages may be an inadequate remedy if the other Party violates its obligations under the Agreement, and each Party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
- Force Majeure. Neither Party will be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war (collectively, “Force Majeure Condition”). A Party seeking relief from performance under this Section 11(f) (Force Majeure) must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use all commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, the other Party may, in its discretion, terminate this Agreement. That termination will not result in any liability by either Party.
- Notices. Avalara will communicate announcements of general interest by email or by posting on its website or in the Partner Portal. Avalara will provide Partner with legal notices by email, mail, or courier to the address provided by Partner. Partner shall immediately notify Avalara if Partner’s address for notice changes. Except as otherwise specified in the Agreement, all notices must be in writing, with account notices sent to customerloyalty@avalara.com and legal notices sent to legal@avalara.com.
- Successors and Assigns. Either Party may assign the Agreement without the other Party’s consent to an entity that acquires all or substantially all of its assets or that is an Affiliate of the assigning Party, provided that (i) the assigning Party must provide notice to the other Party of the assignment, (ii) the assignee must agree in writing to be bound by the Agreement, and (iii) the non-assigning Party may prohibit assignment to a competitor. Except as provided above, neither Party may assign its rights or obligations under the Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed, and any attempt to so assign the Agreement will be null and void. The Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
- Severability. If any provision of the Agreement is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the Agreement will remain in full force and effect.
- Waiver. No waiver of any provision of the Agreement, nor consent by a Party to the breach of or departure from any provision of the Agreement, will in any event be binding on or effective against such Party unless it is in writing and signed by such Party, and then the waiver will be effective only in the specific instance and for the purpose for which given.
- Entire Agreement. These General Partner Terms, together with the Partner Agreement, and all other terms incorporated by reference, constitutes the entire agreement and understanding between the Parties. Except as provided in Section 4 (Modification), the Agreement may not be modified or amended except by a written instrument executed by both Parties. Partner’s standard terms of purchase (including purchase order terms), if any, are inapplicable.
EXHIBIT A
CONTROLLER TO CONTROLLER STANDARD CONTRACTUAL CLAUSES
The EU SCCs, module 1, available at Standard Contractual Clauses (SCC) | European Commission (europa.eu) or on a successor website designated by the EU commission, are incorporated herein by reference.
Where the EU SCCs require that the Parties to make an election, the Parties make the elections reflected below. Any optional clauses in the EU SCCs not expressly selected below are omitted.
- In Clause 11 (a) of the EU SCCs, the optional language shall be deleted; and
- For purposes of Clause 17 and Clause 18 of the EU SCCs, the Member State for purposes of governing law, forum and jurisdiction are Luxembourg.
Annex I
A. LIST OF PARTIES
For purposes of Annex 1.A (List of Parties) of the EU SCCs: (i) Avalara processes personal data as specified under the Partner Program and Avalara is the ‘data importer’; and (ii) Partner is the ‘data exporter’. Avalara can be contacted through the Avalara Global Privacy Office at dataprivacy@avalara.com. Partner provides personal data as specified under the Partner Program and can be contacted through the contact information provided by Partner.
B. DESCRIPTION OF TRANSFER
For the details of the processing of personal data required for Annex 1.B of the EU SCCs, see below:
MODULE ONE: Transfer controller to controller
Categories of data subjects whose personal data is transferred
Potential and actual customers and employees of the data exporter; sales and marketing leads of the data exporter; and third parties that have, or may have, a commercial relationship with the data exporter (e.g. advertisers, customers, corporate subscribers, contractors and product users).
Categories of personal data transferred
Business contact information and other information relating to how data exporter partners with data importer.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures
Sensitive data is not transferred on a controller-to-controller basis.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis)
Continuous as initiated by Partner in each case for the period during which Partner is enrolled in the Partner Program.
Nature of the processing
Data importer uses data as a controller to do business with data exporter, sell services, issue invoices, provide technical support, perform services, address customer questions, improve services and develop new services and offerings.
Purpose(s) of the data transfer and further processing
Communications and business collaboration between data exporter and data importer.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
For the term of the contract and so long as data importer markets additional services to data exporter.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
Same as above.
C. COMPETENT SUPERVISORY AUTHORITY
For purposes of Clause 13 and Annex 1.C of the EU SCCs, where no competent supervisory authority is identified through the rules of such Clause 13, the competent supervisory authority is the authority in Luxembourg.
Annex II
TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
For the purposes of Annex 2 of the EU SCCs, the technical and organizational measures implemented by Avalara are as described below.
Avalara maintains the following technical and organization measures:
- Avalara maintains a written security program under which Avalara periodically evaluates risks to Customer Data and maintains commercially reasonable technical, and physical safeguards to protect Customer Data against accidental or unauthorized access, disclosure, loss, destruction, or alteration. Avalara regularly evaluates the scope and coverage of the Security Program.
- Avalara teams classify and handle data using technical controls described below to ensure its integrity, availability, and confidentiality.
- Avalara maintains a central inventory of assets where the asset custodian is responsible for classifying and maintaining the asset and ensuring the use of the asset complies with the security program.
- Avalara maintains standards for user authentication, access provisioning, de-provisioning, performing periodic access reviews and restricting administrative access to ensure access is granted based on the principle of least privilege.
- Avalara maintains standards for segregation of network services and devices to ensure unrelated portions of the network are isolated from each other.
- Avalara maintains network zones and applies ingress and egress standards for the protection of data.
- Avalara systems encrypt data at rest and in transit between the Avalara networks and its customers to ensure integrity, security, and confidentiality of customer data.
- Avalara maintains processes to securely generate, store and manage encryption keys that prevent loss, theft, or compromise.
- Avalara maintains physical access controls to restrict entry to Avalara facilities. Physical controls may include badge readers, security personnel, staff supervision, video cameras, and other tools.
- Avalara maintains processes for retaining and securely deleting data no longer than necessary to provide its services.
- Direct database access is restricted using the corporate VPN. This can only be accessed via Avalara issued computing equipment.
- Avalara has disabled the ability to write data to USB mass storage devices on all Avalara issued computing equipment.
- Avalara maintains a Software Management Standard that defines software and services which are approved, acceptable, or prohibited to be used by Avalara personnel.
- Avalara monitors its applications and systems for vulnerabilities on a periodic basis. Identified vulnerabilities are remediated by taking actions to close them in a timely manner.
- Avalara maintains an incident response program to detect, analyze, prioritize, and handle cyber security events and incidents to prevent, detect, and deter the unauthorized access, loss, compromise, disclosure, modification, or destruction of Avalara’s electronic data assets and information, including personal information.
- Avalara performs root cause analyses for incidents based on the nature of the incident, to identify, document, and eliminate the cause of an incident and to prevent the issue from recurring. Changes to the Avalara Incident Response Plan and standard operating procedures is also part of this review.
- Security and audit logs are fed to the SIEM daily and retained for a period of one year. These logs cannot be modified by anyone.
- Daily recoverable backups of critical data are configured to be performed and replicated to a secondary location.
- Avalara maintains a Security Infraction Management Policy that describes how Avalara treats security incidents that result from deviations from Avalara’s security policies, standards, and procedures.
- Avalara maintains standards for making changes to applications, including customer-facing applications, by ensuring they are tested and approved by appropriate individuals before they are moved to production. Access to make production changes is restricted to authorized individuals.
- Avalara has established logical separation between production and lower environments.
- Avalara ensures test data is selected and handled in accordance with the technical controls specified in this document.
- All Avalara personnel must undergo the mandatory security awareness training at least annually.
- The Avalara Service Terms and Conditions along with the Vendor Security terms document are in place to communicate security commitments with vendors.
- The Avalara Security team periodically performs assessments of different systems by conducting phishing simulations, vulnerability scans, and penetration tests.
- The Avalara Compliance team periodically performs assessments of key systems. Remediation plans are defined as appropriate for the areas of non-compliance establishing clear ownership and accountability.
- The Avalara Risk Management Team periodically conducts risk assessments to identify risks arising from internal and external sources throughout the year to evaluate the organization's control environment. Risk treatment plans are defined, as appropriate, for identified risks including establishing clear ownership and accountability. Risks are monitored to acceptable mitigation according to the Avalara Security Risk Assessment Standard and Process.
- Avalara maintains standards for Vendor Risk Management to define requirements for vendor selection, risk assessments with roles and responsibilities, contract lifecycle, exception handling and terminations.
Exhibit B
The International Data Transfer Addendum to the EU SCCs (“UK addendum”), available at International data transfer agreement and guidance | ICO or on a successor website designated by the UK ICO, are incorporated herein by reference.
The parties are as reflected in the signature block to the Partner Program.
The parties select the version of the approved EU SCCs referenced above including the appendix information which is as described in Exhibit A.
The appendix information in table 3 of the UK addendum is as set out in the annexes to the EU SCCs in Exhibit A.
Either party may end the UK addendum as set out in section 19 of the same.
ANNEX III
List of Subprocessors
N/A
Effective December 1st 2023 to November 30th 2024
DownloadTable of Contents
These Avalara Partner Program General Terms and Conditions (the “General Partner Terms”), together with any applicable document used to describe a partnership between Avalara and Partner (the “Partner Agreement”), such as the Avalara Partner Program Agreement and the terms of Avalara’s Partner Programs, govern Avalara’s offering of, and Partner’s participation in, Avalara’s Partner Programs (each, a “Program”). These General Partner Terms together with the Partner Agreement comprise the “Agreement” and constitute a binding agreement between Avalara and Partner (each, a “Party”). Partner agrees to be bound by these General Partner Terms by executing, including clicking through, any document that references these General Partner Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meanings:
“Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
“Avalara” means Avalara, Inc. a Washington corporation and its Affiliates.
“Avalara Add-On Services” means AvaTax support plans, training services, and sales and use tax registration services, among others. Avalara Add-On Services do not include any other Professional Services offered by Avalara or any Avalara Affiliates.
“Avalara CertCapture” or “CertCapture” means Avalara’s CertCapture Service for exemption certificate storage and management.
“Avalara Product” means any Avalara Property, Avalara Add-On Service, and other Avalara products or services.
“Avalara Property” means all products and services offered by Avalara, including, without limitation, Avalara AvaTax, Avalara Returns, Avalara CertCapture, the Avalara SDK, and other Avalara products and services.
“Avalara Professional Services or Professional Services” means services supplemental to the Avalara Services, including professional consulting services, to be performed for Customers by Avalara’s employees or contractors, as specified in the applicable Order Document.
“Avalara Returns” means the software application for compliance, preparation, and management of sales and use tax returns, treasury, remittance, and notice management, including all updates, upgrades, and accompanying documentation.
“Avalara SDK” means the AvaTax software development kit that enables developers to integrate applications into and is a part of the Service.
“Avalara Technology” means the technology and Intellectual Property that Avalara uses to provide its products and services, including computer software programs, websites, networks, and equipment. Avalara Technology includes all Avalara Products, Avalara Property, and the Partner Portal.
“AvaTax” or “Avalara AvaTax” means Avalara’s AvaTax Service for calculating transactional taxes on the sale of goods and services, including sales, use, and value added taxes.
“Certificate” means, with respect to CertCapture, each unique image file of a form document for a single jurisdiction uploaded to the CertCapture Service.
“Certification” means that Partner has completed the process to ensure the Connector functions in accordance with Avalara’s requirements, and Avalara has provided final approval and acceptance of the Connector. A Connector is “Certified” if Avalara issues Certification.
“Certification Documentation” means documentation made available to Partner that outlines the requirements to successfully complete Certification. Certification Documentation may be updated from time to time by Avalara in its sole discretion, and Partner may be required to fulfill additional requirements in order to retain such Certification.
“Certification Logo” means the visual representation provided by Avalara to Program applicants that signifies Certification, as required under certain Avalara Programs. A Certification Logo will be licensed for Partner’s use upon completion of the required training.
“Connector” means a software and communications interface that connects Customer’s business or financial software with an Avalara Service.
“Console” means the administrative console through which a Customer accesses its Avalara account.
“Customer” means a customer (other than Partner) that either purchases new Services from Avalara as a result of Partner’s qualifying activities under Avalara for Accountants or Avalara for Consulting Partners, or purchases an Avalara Service in conjunction with Partner’s Connector.
“Documentation” means a Party’s user guides, training manuals, and other similar information, as updated or revised by that Party from time to time.
“End User” means a customer who purchases an Avalara Service in conjunction with Partner’s Connector.
“Integration” or “Integrate” means development of an interface that enables the Avalara Property and the Solution to work together through the Connector.
“Intellectual Property” means all trade secrets, patents and patent applications, Marks, copyrights, moral rights, rights in Inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
“Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, discovery, or invention, whether or not copyrightable or patentable and whether or not reduced to practice.
“Leads” or “Customer Information” means complete and up-to-date contact details of third parties that express an interest, or may have an interest, in purchasing the Services.
“Logo” means the Marks Avalara provides to Partner in accordance with Section 3(b)(iii) (Marketing Activities; Avalara Marks).
“Mark” means any trade names, trademarks, service marks, marks and logos owned by a Party (whether registered or unregistered and including any goodwill acquired in such trademarks).
“Order Document” means a sales order, statement of work, or other document used to purchase Avalara Products(s) from Avalara.
“Our Site” means www.avalara.com or any other URL owned by Avalara.
“Partner” or “Business Partner” or “Solution Partner” means the Party who enters into a partnership agreement with Avalara or participates in an Avalara Partner Program.
“Partner Portal” means the website Avalara manages containing information for Partners about Avalara’s Services. Avalara provides Partners with access to the Partner Portal upon execution of the applicable Partner Agreement or upon approval as participant in an Avalara Partner Program. Partner’s use of the Partner Portal is governed by the Avalara Partner Portal Terms and Conditions located at http://www.avalara.com/partner/partner-portal-terms (the “Partner Portal Terms”).
“Partner Technology” or “Work Product” means the technology and Intellectual Property that the Partner uses to provide its Connector and the Solution, if applicable, including computer software programs, Partner’s Documentation, schematics, websites, networks, and equipment, as applicable.
“Program” means any program Avalara offers to third parties to partner with Avalara, including programs for developing Connectors and referring potential customers to Avalara in return for commissions.
“Referred Client” means a new customer (other than Partner), that purchases Avalara’s Services as a result of Partner’s qualifying activities under Avalara for Accountants or Avalara for Consulting Partners, or their predecessor or successor Programs.
“Service” means the software and/or service offered to Customers by Avalara.
“Solution” means any business or financial software provided by a Partner or third party, such as Enterprise Resource Planning (ERP), Customer Relationship Manager (CRM), or ecommerce platform, including all updates, modifications, and amendments.
“Transaction” means (i) with respect to CertCapture, the collecting (by email, facsimile and/or mail) and the processing (uploading, validating and/or linking) of a document image file for a single jurisdiction on behalf of a Customer, and (ii) with respect to AvaTax, an electronic request submitted by a Customer to the AvaTax system to calculate tax, post a document, or validate an address.
- Service Account. Subject to the Not for Resale Account Terms located at https://www.avalara.com/us/en/legal/nfrterms.html (“NFR Account Terms”, “Terms and Conditions” or “AvaTax Terms”) and incorporated into this Agreement by reference, if applicable, Avalara will provide a Service account to Partner (the “Not for Resale Account”, the “NFR Account,” or the “Free Avalara AvaTax License”).
- Proprietary Rights.
- Partner’s Intellectual Property.
- Partner Technology. Partner retains all right, title, and interest in all Intellectual Property rights in the Partner Technology, Partner Confidential Information, and all enhancements or improvements to, or derivative works of, the foregoing. Nothing in the Agreement transfers or conveys to Avalara any ownership interest in the Partner Technology, Partner Confidential Information, or any Intellectual Property in the foregoing. Partner hereby grants to Avalara a non-transferable (except as permitted under the Agreement), non-exclusive, and sub-licensable license to: (A) demonstrate the Connector to Customers and users of the applicable Solution; (B) sell the right to use the Avalara Property in conjunction with the Connector, including use after the termination of the Agreement; (C) test the functionality of the Connector to ensure that the Connector is functional and compatible with Avalara Technology and Services; (D) provide support to Customers; and (E) use the Connector and the Partner Technology to satisfy Avalara’s other obligations under the Agreement.
- Restrictions. Avalara shall not A) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Partner Technology; (B) reproduce, modify, create, or prepare derivative works of any of the Partner Technology or Partner Documentation; (C) distribute or display any of the Partner Technology or Partner Documentation; (D) share, sell, rent, lease, or otherwise distribute access to the Partner Technology or use the Partner Technology to operate any timesharing, service bureau, or similar business; or (E) alter, destroy, or otherwise remove any proprietary notices within the Partner Technology or Partner Documentation.
- Partner Marks. Subject to the terms of the Agreement, Partner grants to Avalara a limited, non-exclusive, non-transferable, revocable license to display Partner’s Marks solely to market and promote the relationship contemplated by this Agreement and in accordance with any use guidelines provided by Partner. Notwithstanding the foregoing, Partner retains all right, title, and interest in the Partner Marks, and nothing in the Agreement confers any right of ownership in the Partner Marks.
- Avalara’s Intellectual Property.
- Avalara Technology. Avalara retains and owns all right, title, and interest in all Intellectual Property rights in the Avalara Technology, Avalara’s Documentation, Avalara’s Confidential Information, the Services, and all enhancements or improvements to, or derivative works of, the foregoing. Any work product created by the Avalara Professional Services (including any Inventions used or developed by Avalara or its subcontractors in connection with the Avalara Professional Services) will be Avalara’s Intellectual Property only to the extent that the work product does not incorporate (A) any Partner Intellectual Property or Partner Technology or (B) any works-made-for-hire that Avalara creates for Partner’s exclusive use. Nothing in the Agreement transfers to Partner any ownership interest in the Avalara Intellectual Property.
- Restrictions. Partner shall use the Services only as set forth in the Agreement and the Documentation. Partner shall not (A) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Avalara Technology; (B) reproduce, modify, create, or prepare derivative works of any of the Avalara Technology or Documentation; (C) except as permitted by this Agreement, distribute or display any of the Avalara Technology or Documentation; (D) share, sell, rent, lease, or otherwise distribute access to the Services, or use the Services to operate any timesharing, service bureau, or similar business; (E) alter, destroy, or otherwise remove any proprietary notices within the Avalara Technology or Documentation; or (F) disclose the results of any Service or program benchmark tests to any third parties without Avalara’s prior written consent.
- Marketing Activities; Avalara Marks. In conducting any marketing activities under a Program, Partner shall use only those marketing materials Avalara provides (either directly or through http://styleguide.avalara.com) or approves in writing (“Avalara Assets”). Partner shall use the Avalara Assets and Avalara Marks in compliance with all guidelines Avalara provides. Partner shall not modify the Avalara Assets or Avalara Marks without Avalara’s prior written approval. Avalara grants Partner a limited, non-exclusive, non-transferable, non-assignable, revocable right to display the Avalara Assets and Avalara Marks solely to fulfill its obligations under the Agreement. Notwithstanding the forgoing, Avalara retains all right, title, and interest in the Avalara Assets and Avalara Marks, and nothing in the Agreement confers any right of ownership in the Avalara Assets or Avalara Marks on Partner, and all use of them inures to Avalara’s benefit.
- Suggestions and Feedback. If either Party provides the other Party with any suggested improvements to a Program, NFR Account, Avalara Assets, the Partner Portal, Intellectual Property, the Services, Partner’s Solution or any other products or services of such Party, then that Party also grants the other Party a nonexclusive, perpetual, irrevocable, royalty free, worldwide license, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of such suggested improvements. Notwithstanding the foregoing, nothing in this Section 3(c) (Suggestions and Feedback) grants a Party a license to use any Inventions covered by a registered patent owned by the other Party.
- Partner’s Intellectual Property.
- Modification. Except as may otherwise be provided in the Agreement and except for the rights set forth in Section 3(a) (Partner’s Intellectual Property), Avalara may modify these General Partner Terms. If Avalara modifies these General Partner Terms, it will provide prior written notice (“Modification Notice”) to Partner of those modifications at least 30 days prior to the effectiveness of the modifications. If the modifications materially and adversely affect Partner, and Partner does not wish to accept such modifications, then Partner may withdraw from the applicable Program and terminate the applicable Partner Agreement by written notice to Avalara, subject to any wind down obligations in the Agreement.
- Term and Termination.
- Agreement Term. The term of the Agreement (the “Term”) begins on the effective date of the first Partner Agreement and ends on the date of termination or expiration of the final Partner Agreement.
- Termination for Breach or Cause. Either Party may terminate the Agreement by notice to the other (i) if the other Party materially breaches its obligations under the Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of notice of breach; or (ii) upon the other Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing.
- Effects of Termination. Upon termination, subject to a Party’s wind down obligations, (i) all rights and licenses granted under the Agreement will immediately terminate; (ii), Avalara shall cease all use of the Partner Marks and Partner Technology and Partner shall cease all use of the Avalara Marks and Avalara Assets, except that each Party may continue to use the other Party’s Marks in any items produced before termination; (iii) each Party will remain liable for all fees owed to the other Party; (iv) upon request, each Party will immediately return or, if instructed, destroy the other Party’s Confidential Information in its possession or control other than in automatic computer backups. A Party is not required to destroy or return any Confidential Information that must be retained for regulatory, legal, or audit purposes or for compliance with its document retention policies and has no obligation to destroy electronic copies made as part of its routine archival or backup procedures. All provisions that by their nature should survive termination will do so (including, for example, payment obligations, indemnification and defense obligations, and duties of confidentiality).
- Confidential Information.
- Confidential Information. “Confidential Information” means any information disclosed by a Party to the other Party, either directly or indirectly, in writing, orally, or by inspection that (i) is designated as "Confidential," "Proprietary," or some similar designation or (ii) by the nature of the information or the circumstances surrounding disclosure, would be reasonably understood as proprietary or confidential.
- Exclusions. Confidential Information does not include information (i) that is or becomes generally available to the public other than through the action of the receiving Party; (ii) lawfully in the possession of the receiving Party at the time of disclosure without restriction on use or disclosure; (iii) lawfully obtained by the receiving Party from a third party without restriction on use or disclosure or breach of such third party’s obligations of confidentiality; or (iv) independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
- Disclosures Required by Law. If any applicable law, regulation, or judicial or administrative order requires the receiving Party to disclose any of the disclosing Party’s Confidential Information (a “Disclosure Order”) then, unless otherwise prohibited by the Disclosure Order, the receiving Party will promptly notify the disclosing Party in writing prior to making any such disclosure, in order to facilitate the disclosing Party’s efforts to protect its Confidential Information. Following such notification, the receiving Party will cooperate with the disclosing Party, at the disclosing Party’s reasonable expense, in seeking and obtaining protection for the disclosing Party’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing Party, the receiving Party is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the receiving Party may disclose, without liability hereunder, that portion of the Confidential Information which is legally required to be disclosed and the receiving Party will exercise its best efforts to preserve the confidentiality of the remaining Confidential Information.
- Restrictions on Use and Disclosure. Subject to the permitted disclosures set forth in Section 6(c) (Disclosures Required by Law), the receiving Party shall hold Confidential Information in strict confidence and shall not directly or indirectly disclose Confidential Information to third parties. The receiving Party may disclose Confidential Information to an employee, advisor, or consultant (“Representatives”) who needs such access in order to fulfill a Party’s obligations under these Terms on the condition that the receiving Party: (i) ensures that such Representatives are bound by a written agreement that is as substantially protective as the Agreement; and (ii) accepts full responsibility for its Representatives’ use of the Confidential Information. The receiving Party shall protect Confidential Information from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information and refrain from reverse engineering, decompiling, or disassembling any Confidential Information.
- Notice. Each Party will notify the other Party without undue delay in accordance with applicable laws of unauthorized access, use, or disclosure of Confidential Information. Each Party shall provide the other Party with information regarding the incident as required by applicable laws or as reasonably requested by the other Party to comply with its obligations under applicable laws. Each Party shall use commercially reasonable efforts to (i) identify the cause of the incident and (ii) remediate the cause of the incident within its systems, to the extent such remediation is within Avalara’s reasonable control.
- Data Privacy.
- Customer Data. Any data provided to Avalara by a Customer is solely governed by the agreement between that Customer and Avalara.
- Representatives. If Partner provides Avalara with any Personal Information relating to an individual employee, agent, or representative of Partner’s, Avalara’s use of that information shall be governed by the Avalara Privacy Policy located at https://www.avalara.com/privacy-policy. “Personal Information” means any information exchanged by the Parties under these General Partner Terms that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under applicable laws.
- Data Protection Laws. In submitting, transmitting, or sharing any Personal Information, each Party agrees that it has: (i) complied with all applicable Data Protection Laws in its collection, processing and transfer of the Personal Information; (ii) obtained all rights necessary to transfer the Personal Information; and (iii) obtained legally valid consent in accordance with Data Protection Laws with respect to the Personal Information, including specific consent for the intended use of such Personal Information. If any individual exercises their right to withdraw their consent with the disclosing Party, the disclosing Party will immediately inform the other Party of such withdrawal. Personal Information is subject to the same disclosure restrictions and conditions as Confidential Information under these General Partner Terms. Each Party acknowledges that it will only process Personal Information necessary for their participation in the Program. “Data Protection Laws” means all applicable laws relating to the collection, protection, security, transfer, storage, use, sharing, disclosure, and more generally any processing of Personal Information in all applicable jurisdictions, including (A) U.S. federal and state legislation, such as the California Consumer Privacy Act of 2018, as amended, including by the California Privacy Rights Act (“CCPA”); (B) the General Data Protection Regulation of April 27, 2016 (Regulation (EU) 2016/679) (“GDPR”), and any implementing or equivalent national laws, and (C) the EU e-Privacy Directive.
- No Information Selling or Sharing for Cross‐Context Behavioral Advertising; Compliance with the CCPA. Partner and Avalara do not accept or disclose any Personal Information as consideration for any payments, services, or other items of value. Avalara and Partner do not sell or share any Personal Information, as the terms “sell” and “share” are defined in the CCPA. Avalara and Partner only process Personal Information for the business purposes specified in the General Partner Terms or the Partner Agreement. Avalara and Partner do not retain, use, or disclose Personal Information (i) for cross‐context behavioral advertising, or (ii) outside their direct business relationship. Avalara and Partner do not combine Personal Information with other data.
- EU Standard Contractual Clauses. For Personal Information that is subject to the GDPR, Avalara and Partner comply with the EU Standard Contractual Clauses for international transfers in Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (“EU SCCs”) for the transfer of Personal Information outside the European Economic Area (EEA), Modules 1 as noted below, in Exhibit A. Under the EU SCCs, Partner will act as data exporter. Partner may be based within or outside the EEA. Avalara is based outside the EEA, acts as data importer, and agrees to the EU SCCs. For limited business contact information concerning individual representatives, Avalara and Partner agree to the EU SCCs Module 1.
- United Kingdom. With respect to transfers of Personal Information from the United Kingdom of Great Britain and Northern Ireland to countries not deemed to have adequate data protection regimes under all laws relating to data protection, the processing of Personal Information, privacy, or electronic communications in force from time to time in the United Kingdom of Great Britain and Northern Ireland, Avalara agrees to the EU SCCs as set out in this Section 7 and the International Data Transfer Addendum to the EU SCCs in Exhibit B. Any conflicts between the EU SCCs and the International Data Transfer Addendum to the EU SCCs shall be resolved as provided in the International Data Transfer Addendum to the EU SCCs.
- Warranties.
- Mutual Warranties. Each Party represents and warrants to the other Party that (i) it has the authority to enter into the Agreement and perform its obligations hereunder; (ii) the Agreement does not conflict with any other agreement entered into by it; (iii) it does not conduct business for any unlawful purpose; and (iv) it is not on the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons; Her Majesty’s Treasury, Asset Freezing Unit’s Consolidated List of Financial Sanctions Targets; the European Union’s consolidated list of persons, groups, and entities subject to EU financial sanctions; or any similar list of embargoed or blocked persons applicable to persons or entities in the jurisdiction of such Party’s domicile or performance of the Agreement.
- Partner Warranties. Partner represents and warrants that: (i) the information Partner provides in connection with any Program, including Leads, and registration information of Customers and their billing information is current, accurate, and complete; (ii) to the extent Partner provides any Personal Information of data subjects protected by the GDPR or UK GDPR, Partner has the affirmative prior consent of the data subjects to provide such Personal Information to Avalara; (iii) Partner will not engage in any unfair or deceptive marketing practices whether by statement, act, omission, or implication and will immediately cease all such marketing upon a written request from Avalara; and (iv) the subjects of any Leads that Partner provides are not on the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons.
- Disclaimer of Implied Warranties. Except as expressly provided in the Agreement, the Programs, the Partner Portal, the Services, and the Avalara Technology are provided on an “as is” and “as available” basis, and neither Party makes any warranties of any kind, whether express, implied, statutory, or otherwise, and each party specifically disclaims all implied warranties to the maximum extent permitted by applicable law.
- Indemnification.
- Indemnification by Avalara. Avalara shall indemnify and defend Partner against any Losses arising from a third-party claim that (i) Partner’s use of the Avalara Technology in accordance with the Agreement infringes a copyright, registered trademark, issued patent, or other Intellectual Property right of such third party (an “Infringement”); (ii) results from Avalara’s breach of the Agreement; or (iii) results from Avalara’s violation of applicable laws. “Loss” means any liability, loss, claim, settlement payment (including any settlement the Indemnitee agrees to pay as long as it is in a written settlement approved by Indemnitor in writing), cost and expense, interest, award, judgment, damages (including punitive damages), fines, fees, penalties, or other charges, filing fees and court costs, witness fees, costs of investigating and defending third party claims, and reasonable attorneys’ and other professionals’ fees, and any other fees.
- Indemnification by Partner. Partner will indemnify and defend Avalara against any Losses arising from a third-party claim that (i) Avalara’s use of the Partner Technology in accordance with the Agreement causes an Infringement; (ii) results from Partner’s breach of the Agreement; or (iii) results from Partner’s violation of applicable law.
- Mutual Indemnification. Each Party shall indemnify and defend the other Party against any Losses resulting from a third-party claim (including any Customer claim) arising under such third party’s purchase or use of the Indemnitor’s products or services, except those claims covered by Sections 9(a)(i) or 9(b)(i) (e.g., as to Avalara, the Services and Avalara Technology; and, as to Partner, the Solution, Connector, and Partner Technology), including, for example, any claims based on warranty or product liability.
- Process. The obligations of a Party (“Indemnitor”) to defend or indemnify the other (“Indemnitee”) under this Section 9 (Indemnification) are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing of any claim within the scope of the Indemnitor’s defense or indemnity obligations set forth in the Agreement, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice; (ii) the Indemnitor shall be given exclusive control of the defense of such claim and all negotiations relating to the settlement thereof (except that the Indemnitor may not make any admissions on the Indemnitee’s behalf or settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability, and the Indemnitee may participate in the defense of the claim at its sole cost and expense); and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim at the Indemnitor’s expense.
- If the Avalara Technology or the Partner Technology (each individually, the “Technology”) is subject to a claim of Infringement and as a result, the Indemnitee’s use of the Indemnitor’s Technology is enjoined, then the Indemnitor, shall, at no cost to the Indemnitee, procure for the Indemnitee the right to continue using the Indemnitor’s Technology or replace that Technology with non-infringing or modified Technology of materially equivalent functionality. If none of the above options are available on terms that are commercially reasonable, then the Indemnitor may terminate the Indemnitee’s right to access and use the Technology, subject to Section 5(c) (Effects of Termination).
- Neither Party has any obligation with respect to any actual or claimed Infringement to the extent that the Infringement is caused by (i) the Indemnitee’s Technology, (ii) use or modification of the Indemnitor’s Technology other than as specified in the Documentation or the Agreement, (iii) combination of the Indemnitor’s Technology with any products, software, services, data, or other materials not provided by the Indemnitor or approved by the Indemnitor in writing if the Infringement would not have occurred but for such combination, or (iv) any act or omission by the Indemnitee or any employee, agent, or Affiliate of the Indemnitee in violation of the Agreement, another agreement between the Parties, or applicable law.
- Exclusive Remedy. This Section 9 (Indemnification) states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to Infringement claims. This Section 9 (Indemnification) does not cover any claims based on an incorrect tax calculation result or other error in accuracy or timeliness of any tax calculation, tax return, or compliance document. Such claims are governed by the applicable terms and expressly excluded from this Agreement.
- Exclusion of Certain Claims; Limitation of Liability.
- Exclusion of Certain Claims. Neither Party will be liable to the other Party or any other party for any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill, investments, use of money or use of facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages, arising out of (i) the performance or nonperformance of the Agreement or of products, software, Services, or Avalara Professional Services provided under the Agreement, or (ii) any claim, cause of action, breach of contract, indemnity, or any express or implied warranty, misrepresentation, negligence, strict liability, or other tort. The previous sentence will not apply to instances of gross negligence or willful misconduct, a Party’s breach of its confidentiality obligations set forth in Section 6 (Confidential Information), or a Party’s indemnification obligations set forth in Section 9 (Indemnification).
- Limitation of Liability. A Party’s aggregate liability will not exceed the fees paid or payable by Avalara to Partner under the Agreement in the 12-month period immediately preceding the event giving rise to the claim. The previous sentence does not apply to instances of gross negligence or willful misconduct, to a Party’s indemnification obligations set forth in Section 9 (Indemnification), to a Party’s obligations to pay fees and expenses when due and payable, or to any infringement or misappropriation by a Party of any Intellectual Property of the other Party.
- Limitation of Claims. Except with respect to claims of infringement or misappropriation of any Intellectual Property, misuse of Confidential Information, or a Party’s failure to pay amounts due, neither Party may bring any claim relating to the Agreement more than two years after the events giving rise to the claim occurred.
- General. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply and the Parties may have additional rights.
- Miscellaneous.
- Payment Information. If Partner is to receive payments pursuant to a Partner Agreement, Partner shall promptly provide Avalara with any documentation reasonably required by Avalara, including, for example, a W-9.
- Relationship of the Parties; Transparency. The Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the Parties. Partner’s and Avalara’s other business partners are independent of Avalara and are not Avalara’s agents. Either Party may disclose any terms of Avalara’s Partner Programs that are publicly available, including information about commissions, and the existence of this Agreement. Each Party shall conduct its business in compliance with applicable laws.
- No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies on third parties, including Customers.
- Governing Law; Jurisdiction and Venue. The Agreement will be governed by laws of the State of New York, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction. For any claims or causes of action arising out of the Agreement, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in the following locations: (i) if Partner is the plaintiff, in King County, Washington, and (ii) if Avalara is the plaintiff, in the applicable jurisdiction of Partner’s corporate headquarters, or if Partner’s corporate headquarters are not in the United States, Partner’s primary place of business in the United States.
- Equitable Relief. Each Party acknowledges that damages may be an inadequate remedy if the other Party violates its obligations under the Agreement, and each Party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
- Force Majeure. Neither Party will be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war (collectively, “Force Majeure Condition”). A Party seeking relief from performance under this Section 11(f) (Force Majeure) must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use all commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, the other Party may, in its discretion, terminate this Agreement. That termination will not result in any liability by either Party.
- Notices. Avalara will communicate announcements of general interest by email or by posting on its website or in the Partner Portal. Avalara will provide Partner with legal notices by email, mail, or courier to the address provided by Partner. Partner shall immediately notify Avalara if Partner’s address for notice changes. Except as otherwise specified in the Agreement, all notices must be in writing, with account notices sent to customerloyalty@avalara.com and legal notices sent to legal@avalara.com.
- Successors and Assigns. Either Party may assign the Agreement without the other Party’s consent to an entity that acquires all or substantially all of its assets or that is an Affiliate of the assigning Party, provided that (i) the assigning Party must provide notice to the other Party of the assignment, (ii) the assignee must agree in writing to be bound by the Agreement, and (iii) the non-assigning Party may prohibit assignment to a competitor. Except as provided above, neither Party may assign its rights or obligations under the Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed, and any attempt to so assign the Agreement will be null and void. The Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
- Severability. If any provision of the Agreement is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the Agreement will remain in full force and effect.
- Waiver. No waiver of any provision of the Agreement, nor consent by a Party to the breach of or departure from any provision of the Agreement, will in any event be binding on or effective against such Party unless it is in writing and signed by such Party, and then the waiver will be effective only in the specific instance and for the purpose for which given.
- Entire Agreement. These General Partner Terms, together with the Partner Agreement, and all other terms incorporated by reference, constitutes the entire agreement and understanding between the Parties. Except as provided in Section 4 (Modification), the Agreement may not be modified or amended except by a written instrument executed by both Parties. Partner’s standard terms of purchase (including purchase order terms), if any, are inapplicable.
EXHIBIT A
CONTROLLER TO CONTROLLER STANDARD CONTRACTUAL CLAUSES
The EU SCCs, module 1, available at Standard Contractual Clauses (SCC) | European Commission (europa.eu) or on a successor website designated by the EU commission, are incorporated herein by reference.
Where the EU SCCs require that the Parties to make an election, the Parties make the elections reflected below. Any optional clauses in the EU SCCs not expressly selected below are omitted.
- In Clause 11 (a) of the EU SCCs, the optional language shall be deleted; and
- For purposes of Clause 17 and Clause 18 of the EU SCCs, the Member State for purposes of governing law, forum and jurisdiction are Luxembourg.
Annex I
A. LIST OF PARTIES
For purposes of Annex 1.A (List of Parties) of the EU SCCs: (i) Avalara processes personal data as specified under the Partner Program and Avalara is the ‘data importer’; and (ii) Partner is the ‘data exporter’. Avalara can be contacted through the Avalara Global Privacy Office at dataprivacy@avalara.com. Partner provides personal as specified under the Partner Program and can be contacted through the contact information provided by Partner.
B. DESCRIPTION OF TRANSFER
For the details of the processing of personal data required for Annex 1.B of the EU SCCs, see below:
MODULE ONE: Transfer controller to controller
Categories of data subjects whose personal data is transferred
Potential and actual customers and employees of the data exporter; sales and marketing leads of the data exporter; and third parties that have, or may have, a commercial relationship with the data exporter (e.g. advertisers, customers, corporate subscribers, contractors and product users).
Categories of personal data transferred
Business contact information and other information relating to how data exporter partners with data importer.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures
Sensitive data is not transferred on a controller-to-controller basis.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis)
Continuous as initiated by Partner in each case for the period during which Partner is enrolled in the Partner Program.
Nature of the processing
Data importer uses data as a controller to do business with data exporter, sell services, issue invoices, provide technical support, perform services, address customer questions, improve services and develop new services and offerings.
Purpose(s) of the data transfer and further processing
Communications and business collaboration between data exporter and data importer.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
For the term of the contract and so long as data importer markets additional services to data exporter.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
Same as above.
C. COMPETENT SUPERVISORY AUTHORITY
For purposes of Clause 13 and Annex 1.C of the EU SCCs, where no competent supervisory authority is identified through the rules of such Clause 13, the competent supervisory authority is the authority in Luxembourg.
Annex II
TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
For the purposes of Annex 2 of the EU SCCs, the technical and organizational measures implemented by Avalara are as described below.
Avalara maintains the following technical and organization measures:
- Avalara maintains a written security program under which Avalara periodically evaluates risks to Customer Data and maintains commercially reasonable technical, and physical safeguards to protect Customer Data against accidental or unauthorized access, disclosure, loss, destruction, or alteration. Avalara regularly evaluates the scope and coverage of the Security Program.
- Avalara teams classify and handle data using technical controls described below to ensure its integrity, availability, and confidentiality.
- Avalara maintains a central inventory of assets where the asset custodian is responsible for classifying and maintaining the asset and ensuring the use of the asset complies with the security program.
- Avalara maintains standards for user authentication, access provisioning, de-provisioning, performing periodic access reviews and restricting administrative access to ensure access is granted based on the principle of least privilege.
- Avalara maintains standards for segregation of network services and devices to ensure unrelated portions of the network are isolated from each other.
- Avalara maintains network zones and applies ingress and egress standards for the protection of data.
- Avalara systems encrypt data at rest and in transit between the Avalara networks and its customers to ensure integrity, security, and confidentiality of customer data.
- Avalara maintains processes to securely generate, store and manage encryption keys that prevent loss, theft, or compromise.
- Avalara maintains physical access controls to restrict entry to Avalara facilities. Physical controls may include badge readers, security personnel, staff supervision, video cameras, and other tools.
- Avalara maintains processes for retaining and securely deleting data no longer than necessary to provide its services.
- Direct database access is restricted using the corporate VPN. This can only be accessed via Avalara issued computing equipment.
- Avalara has disabled the ability to write data to USB mass storage devices on all Avalara issued computing equipment.
- Avalara maintains a Software Management Standard that defines software and services which are approved, acceptable, or prohibited to be used by Avalara personnel.
- Avalara monitors its applications and systems for vulnerabilities on a periodic basis. Identified vulnerabilities are remediated by taking actions to close them in a timely manner.
- Avalara maintains an incident response program to detect, analyze, prioritize, and handle cyber security events and incidents to prevent, detect, and deter the unauthorized access, loss, compromise, disclosure, modification, or destruction of Avalara’s electronic data assets and information, including personal information.
- Avalara performs root cause analyses for incidents based on the nature of the incident, to identify, document, and eliminate the cause of an incident and to prevent the issue from recurring. Changes to the Avalara Incident Response Plan and standard operating procedures is also part of this review.
- Security and audit logs are fed to the SIEM daily and retained for a period of one year. These logs cannot be modified by anyone.
- Daily recoverable backups of critical data are configured to be performed and replicated to a secondary location.
- Avalara maintains a Security Infraction Management Policy that describes how Avalara treats security incidents that result from deviations from Avalara’s security policies, standards, and procedures.
- Avalara maintains standards for making changes to applications, including customer-facing applications, by ensuring they are tested and approved by appropriate individuals before they are moved to production. Access to make production changes is restricted to authorized individuals.
- Avalara has established logical separation between production and lower environments.
- Avalara ensures test data is selected and handled in accordance with the technical controls specified in this document.
- All Avalara personnel must undergo the mandatory security awareness training at least annually.
- The Avalara Service Terms and Conditions along with the Vendor Security terms document are in place to communicate security commitments with vendors.
- The Avalara Security team periodically performs assessments of different systems by conducting phishing simulations, vulnerability scans, and penetration tests.
- The Avalara Compliance team periodically performs assessments of key systems. Remediation plans are defined as appropriate for the areas of non-compliance establishing clear ownership and accountability.
- The Avalara Risk Management Team periodically conducts risk assessments to identify risks arising from internal and external sources throughout the year to evaluate the organization's control environment. Risk treatment plans are defined, as appropriate, for identified risks including establishing clear ownership and accountability. Risks are monitored to acceptable mitigation according to the Avalara Security Risk Assessment Standard and Process.
- Avalara maintains standards for Vendor Risk Management to define requirements for vendor selection, risk assessments with roles and responsibilities, contract lifecycle, exception handling and terminations.
Exhibit B
The International Data Transfer Addendum to the EU SCCs (“UK addendum”), available at International data transfer agreement and guidance | ICO or on a successor website designated by the UK ICO, are incorporated herein by reference.
The parties are as reflected in the signature block to the Partner Program.
The parties select the version of the approved EU SCCs referenced above including the appendix information which is as described in Exhibit A.
The appendix information in table 3 of the UK addendum is as set out in the annexes to the EU SCCs in Exhibit A.
Either party may end the UK addendum as set out in section 19 of the same.
ANNEX III
List of Subprocessors
N/A
Effective December 1st 2023 to August 2nd 2024
DownloadSummary of changes
Modifications effective December 1, 2023 will not apply to current program participants until the expiration of the 30-day notice period on January 1, 2024.
Table of Contents
These Avalara Partner Program General Terms and Conditions (the “General Partner Terms”), together with any applicable document used to describe a partnership between Avalara and Partner (the “Partner Agreement”), such as the Avalara Partner Program Agreement and the terms of Avalara’s Partner Programs, govern Avalara’s offering of, and Partner’s participation in, Avalara’s Partner Programs (each, a “Program”). These General Partner Terms together with the Partner Agreement comprise the “Agreement” and constitute a binding agreement between Avalara and Partner (each, a “Party”). Partner agrees to be bound by these General Partner Terms by executing, including clicking through, any document that references these General Partner Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meanings:
“Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
“Avalara” means Avalara, Inc. a Washington corporation and its Affiliates.
“Avalara Add-On Services” means AvaTax support plans, training services, and sales and use tax registration services, among others. Avalara Add-On Services do not include any other Professional Services offered by Avalara or any Avalara Affiliates.
“Avalara CertCapture” or “CertCapture” means Avalara’s CertCapture Service for exemption certificate storage and management.
“Avalara Product” means any Avalara Property, Avalara Add-On Service, and other Avalara products or services.
“Avalara Property” means all products and services offered by Avalara, including, without limitation, Avalara AvaTax, Avalara Returns, Avalara CertCapture, the Avalara SDK, and other Avalara products and services.
“Avalara Professional Services or Professional Services” means services supplemental to the Avalara Services, including professional consulting services, to be performed for Customers by Avalara’s employees or contractors, as specified in the applicable Order Document.
“Avalara Returns” means the software application for compliance, preparation, and management of sales and use tax returns, treasury, remittance, and notice management, including all updates, upgrades, and accompanying documentation.
“Avalara SDK” means the AvaTax software development kit that enables developers to integrate applications into and is a part of the Service.
“Avalara Technology” means the technology and Intellectual Property that Avalara uses to provide its products and services, including computer software programs, websites, networks, and equipment. Avalara Technology includes all Avalara Products, Avalara Property, and the Partner Portal.
“AvaTax” or “Avalara AvaTax” means Avalara’s AvaTax Service for calculating transactional taxes on the sale of goods and services, including sales, use, and value added taxes.
“Certificate” means, with respect to CertCapture, each unique image file of a form document for a single jurisdiction uploaded to the CertCapture Service.
“Certification” means that Partner has completed the process to ensure the Connector functions in accordance with Avalara’s requirements, and Avalara has provided final approval and acceptance of the Connector. A Connector is “Certified” if Avalara issues Certification.
“Certification Documentation” means documentation made available to Partner that outlines the requirements to successfully complete Certification. Certification Documentation may be updated from time to time by Avalara in its sole discretion, and Partner may be required to fulfill additional requirements in order to retain such Certification.
“Certification Logo” means the visual representation provided by Avalara to Program applicants that signifies Certification, as required under certain Avalara Programs. A Certification Logo will be licensed for Partner’s use upon completion of the required training.
“Connector” means a software and communications interface that connects Customer’s business or financial software with an Avalara Service.
“Console” means the administrative console through which a Customer accesses its Avalara account.
“Customer” means a customer (other than Partner) that either purchases new Services from Avalara as a result of Partner’s qualifying activities under Avalara for Accountants or Avalara for Consulting Partners, or purchases an Avalara Service in conjunction with Partner’s Connector.
“Documentation” means a Party’s user guides, training manuals, and other similar information, as updated or revised by that Party from time to time.
“End User” means a customer who purchases an Avalara Service in conjunction with Partner’s Connector.
“Integration” or “Integrate” means development of an interface that enables the Avalara Property and the Solution to work together through the Connector.
“Intellectual Property” means all trade secrets, patents and patent applications, Marks, copyrights, moral rights, rights in Inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
“Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, discovery, or invention, whether or not copyrightable or patentable and whether or not reduced to practice.
“Leads” or “Customer Information” means complete and up-to-date contact details of third parties that express an interest, or may have an interest, in purchasing the Services.
“Logo” means the Marks Avalara provides to Partner in accordance with Section 3(b)(iii) (Marketing Activities; Avalara Marks).
“Mark” means any trade names, trademarks, service marks, marks and logos owned by a Party (whether registered or unregistered and including any goodwill acquired in such trademarks).
“Order Document” means a sales order, statement of work, or other document used to purchase Avalara Products(s) from Avalara.
“Our Site” means www.avalara.com or any other URL owned by Avalara.
“Partner” or “Business Partner” or “Solution Partner” means the Party who enters into a partnership agreement with Avalara or participates in an Avalara Partner Program.
“Partner Portal” means the website Avalara manages containing information for Partners about Avalara’s Services. Avalara provides Partners with access to the Partner Portal upon execution of the applicable Partner Agreement or upon approval as participant in an Avalara Partner Program. Partner’s use of the Partner Portal is governed by the Avalara Partner Portal Terms and Conditions located at http://www.avalara.com/partner/partner-portal-terms (the “Partner Portal Terms”).
“Partner Technology” or “Work Product” means the technology and Intellectual Property that the Partner uses to provide its Connector and the Solution, if applicable, including computer software programs, Partner’s Documentation, schematics, websites, networks, and equipment, as applicable.
“Program” means any program Avalara offers to third parties to partner with Avalara, including programs for developing Connectors and referring potential customers to Avalara in return for commissions.
“Referred Client” means a new customer (other than Partner), that purchases Avalara’s Services as a result of Partner’s qualifying activities under Avalara for Accountants or Avalara for Consulting Partners, or their predecessor or successor Programs.
“Service” means the software and/or service offered to Customers by Avalara.
“Solution” means any business or financial software provided by a Partner or third party, such as Enterprise Resource Planning (ERP), Customer Relationship Manager (CRM), or ecommerce platform, including all updates, modifications, and amendments.
“Transaction” means (i) with respect to CertCapture, the collecting (by email, facsimile and/or mail) and the processing (uploading, validating and/or linking) of a document image file for a single jurisdiction on behalf of a Customer, and (ii) with respect to AvaTax, an electronic request submitted by a Customer to the AvaTax system to calculate tax, post a document, or validate an address.
- Service Account. Subject to the Not for Resale Account Terms located at https://www.avalara.com/us/en/legal/nfrterms.html (“NFR Account Terms”, “Terms and Conditions” or “AvaTax Terms”) and incorporated into this Agreement by reference, if applicable, Avalara will provide a Service account to Partner (the “Not for Resale Account”, the “NFR Account,” or the “Free Avalara AvaTax License”).
- Proprietary Rights.
- Partner’s Intellectual Property.
- Partner Technology. Partner retains all right, title, and interest in all Intellectual Property rights in the Partner Technology, Partner Confidential Information, and all enhancements or improvements to, or derivative works of, the foregoing. Nothing in the Agreement transfers or conveys to Avalara any ownership interest in the Partner Technology, Partner Confidential Information, or any Intellectual Property in the foregoing. Partner hereby grants to Avalara a non-transferable (except as permitted under the Agreement), non-exclusive, and sub-licensable license to: (A) demonstrate the Connector to Customers and users of the applicable Solution; (B) sell the right to use the Avalara Property in conjunction with the Connector, including use after the termination of the Agreement; (C) test the functionality of the Connector to ensure that the Connector is functional and compatible with Avalara Technology and Services; (D) provide support to Customers; and (E) use the Connector and the Partner Technology to satisfy Avalara’s other obligations under the Agreement.
- Restrictions. Avalara shall not A) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Partner Technology; (B) reproduce, modify, create, or prepare derivative works of any of the Partner Technology or Partner Documentation; (C) distribute or display any of the Partner Technology or Partner Documentation; (D) share, sell, rent, lease, or otherwise distribute access to the Partner Technology or use the Partner Technology to operate any timesharing, service bureau, or similar business; or (E) alter, destroy, or otherwise remove any proprietary notices within the Partner Technology or Partner Documentation.
- Partner Marks. Subject to the terms of the Agreement, Partner grants to Avalara a limited, non-exclusive, non-transferable, revocable license to display Partner’s Marks solely to market and promote the relationship contemplated by this Agreement and in accordance with any use guidelines provided by Partner. Notwithstanding the foregoing, Partner retains all right, title, and interest in the Partner Marks, and nothing in the Agreement confers any right of ownership in the Partner Marks.
- Avalara’s Intellectual Property.
- Avalara Technology. Avalara retains and owns all right, title, and interest in all Intellectual Property rights in the Avalara Technology, Avalara’s Documentation, Avalara’s Confidential Information, the Services, and all enhancements or improvements to, or derivative works of, the foregoing. Any work product created by the Avalara Professional Services (including any Inventions used or developed by Avalara or its subcontractors in connection with the Avalara Professional Services) will be Avalara’s Intellectual Property only to the extent that the work product does not incorporate (A) any Partner Intellectual Property or Partner Technology or (B) any works-made-for-hire that Avalara creates for Partner’s exclusive use. Nothing in the Agreement transfers to Partner any ownership interest in the Avalara Intellectual Property.
- Restrictions. Partner shall use the Services only as set forth in the Agreement and the Documentation. Partner shall not (A) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Avalara Technology; (B) reproduce, modify, create, or prepare derivative works of any of the Avalara Technology or Documentation; (C) except as permitted by this Agreement, distribute or display any of the Avalara Technology or Documentation; (D) share, sell, rent, lease, or otherwise distribute access to the Services, or use the Services to operate any timesharing, service bureau, or similar business; (E) alter, destroy, or otherwise remove any proprietary notices within the Avalara Technology or Documentation; or (F) disclose the results of any Service or program benchmark tests to any third parties without Avalara’s prior written consent.
- Marketing Activities; Avalara Marks. In conducting any marketing activities under a Program, Partner shall use only those marketing materials Avalara provides (either directly or through http://styleguide.avalara.com/) or approves in writing (“Avalara Assets”). Partner shall use the Avalara Assets and Avalara Marks in compliance with all guidelines Avalara provides. Partner shall not modify the Avalara Assets or Avalara Marks without Avalara’s prior written approval. Avalara grants Partner a limited, non-exclusive, non-transferable, non-assignable, revocable right to display the Avalara Assets and Avalara Marks solely to fulfill its obligations under the Agreement. Notwithstanding the forgoing, Avalara retains all right, title, and interest in the Avalara Assets and Avalara Marks, and nothing in the Agreement confers any right of ownership in the Avalara Assets or Avalara Marks on Partner, and all use of them inures to Avalara’s benefit.
- Suggestions and Feedback. If either Party provides the other Party with any suggested improvements to a Program, NFR Account, Avalara Assets, the Partner Portal, Intellectual Property, the Services, Partner’s Solution or any other products or services of such Party, then that Party also grants the other Party a nonexclusive, perpetual, irrevocable, royalty free, worldwide license, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of such suggested improvements. Notwithstanding the foregoing, nothing in this Section 3(c) (Suggestions and Feedback) grants a Party a license to use any Inventions covered by a registered patent owned by the other Party.
- Partner’s Intellectual Property.
- Modification. Except as may otherwise be provided in the Agreement and except for the rights set forth in Section 3(a) (Partner’s Intellectual Property), Avalara may modify these General Partner Terms. If Avalara modifies these General Partner Terms, it will provide prior written notice (“Modification Notice”) to Partner of those modifications at least 30 days prior to the effectiveness of the modifications. If the modifications materially and adversely affect Partner, and Partner does not wish to accept such modifications, then Partner may withdraw from the applicable Program and terminate the applicable Partner Agreement by written notice to Avalara, subject to any wind down obligations in the Agreement.
- Term and Termination.
- Agreement Term. The term of the Agreement (the “Term”) begins on the effective date of the first Partner Agreement and ends on the date of termination or expiration of the final Partner Agreement.
- Termination for Breach or Cause. Either Party may terminate the Agreement by notice to the other (i) if the other Party materially breaches its obligations under the Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of notice of breach; or (ii) upon the other Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing.
- Effects of Termination. Upon termination, subject to a Party’s wind down obligations, (i) all rights and licenses granted under the Agreement will immediately terminate; (ii), Avalara shall cease all use of the Partner Marks and Partner Technology and Partner shall cease all use of the Avalara Marks and Avalara Assets, except that each Party may continue to use the other Party’s Marks in any items produced before termination; (iii) each Party will remain liable for all fees owed to the other Party; (iv) upon request, each Party will immediately return or, if instructed, destroy the other Party’s Confidential Information in its possession or control other than in automatic computer backups. A Party is not required to destroy or return any Confidential Information that must be retained for regulatory, legal, or audit purposes or for compliance with its document retention policies and has no obligation to destroy electronic copies made as part of its routine archival or backup procedures. All provisions that by their nature should survive termination will do so (including, for example, payment obligations, indemnification and defense obligations, and duties of confidentiality).
- Confidential Information.
- Confidential Information. “Confidential Information” means any information disclosed by a Party to the other Party, either directly or indirectly, in writing, orally, or by inspection that (i) is designated as "Confidential," "Proprietary," or some similar designation or (ii) by the nature of the information or the circumstances surrounding disclosure, would be reasonably understood as proprietary or confidential.
- Exclusions. Confidential Information does not include information (i) that is or becomes generally available to the public other than through the action of the receiving Party; (ii) lawfully in the possession of the receiving Party at the time of disclosure without restriction on use or disclosure; (iii) lawfully obtained by the receiving Party from a third party without restriction on use or disclosure or breach of such third party’s obligations of confidentiality; or (iv) independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
- Disclosures Required by Law. If any applicable law, regulation, or judicial or administrative order requires the receiving Party to disclose any of the disclosing Party’s Confidential Information (a “Disclosure Order”) then, unless otherwise prohibited by the Disclosure Order, the receiving Party will promptly notify the disclosing Party in writing prior to making any such disclosure, in order to facilitate the disclosing Party’s efforts to protect its Confidential Information. Following such notification, the receiving Party will cooperate with the disclosing Party, at the disclosing Party’s reasonable expense, in seeking and obtaining protection for the disclosing Party’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing Party, the receiving Party is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the receiving Party may disclose, without liability hereunder, that portion of the Confidential Information which is legally required to be disclosed and the receiving Party will exercise its best efforts to preserve the confidentiality of the remaining Confidential Information.
- Restrictions on Use and Disclosure. Subject to the permitted disclosures set forth in Section 6(c) (Disclosures Required by Law), the receiving Party shall hold Confidential Information in strict confidence and shall not directly or indirectly disclose Confidential Information to third parties. The receiving Party may disclose Confidential Information to an employee, advisor, or consultant (“Representatives”) who needs such access in order to fulfill a Party’s obligations under these Terms on the condition that the receiving Party: (i) ensures that such Representatives are bound by a written agreement that is as substantially protective as the Agreement; and (ii) accepts full responsibility for its Representatives’ use of the Confidential Information. The receiving Party shall protect Confidential Information from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information and refrain from reverse engineering, decompiling, or disassembling any Confidential Information.
- Notice. Each Party will notify the other Party without undue delay in accordance with Applicable Laws of unauthorized access, use, or disclosure of Confidential Information. Each Party shall provide the other Party with information regarding the incident as required by Applicable Laws or as reasonably requested by the other Party to comply with its obligations under Applicable Laws. Each Party shall use commercially reasonable efforts to (i) identify the cause of the incident and (ii) remediate the cause of the incident within its systems, to the extent such remediation is within Avalara’s reasonable control.
- Data Privacy.
- Customer Data. Any data provided to Avalara by a Customer is solely governed by the agreement between that Customer and Avalara.
- Representatives. If Partner provides Avalara with any Personal Information relating to an individual employee, agent, or representative of Partner’s, Avalara’s use of that information shall be governed by the Avalara Privacy Policy located at https://www.avalara.com/privacy-policy. “Personal Information” means any information exchanged by the Parties under these General Partner Terms that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under applicable laws.
- Data Protection Laws. In submitting, transmitting, or sharing any Personal Information, each Party agrees that it has: (i) complied with all applicable Data Protection Laws in its collection, processing and transfer of the Personal Information; (ii) obtained all rights necessary to transfer the Personal Information; and (iii) obtained legally valid consent in accordance with Data Protection Laws with respect to the Personal Information, including specific consent for the intended use of such Personal Information. If any individual exercises their right to withdraw their consent with the disclosing Party, the disclosing Party will immediately inform the other Party of such withdrawal. Personal Information is subject to the same disclosure restrictions and conditions as Confidential Information under these General Partner Terms. Each Party acknowledges that it will only process Personal Information necessary for their participation in the Program. “Data Protection Laws” means all applicable laws relating to the collection, protection, security, transfer, storage, use, sharing, disclosure, and more generally any processing of Personal Information in all applicable jurisdictions, including (i) U.S. federal and state legislation, such as the California Consumer Privacy Act of 2018, as amended, including by the California Privacy Rights Act (“CCPA”); (ii) the General Data Protection Regulation of April 27, 2016 (Regulation (EU) 2016/679) (“GDPR”), and any implementing or equivalent national Laws, and (iii) the EU e-Privacy Directive.
- No Information Selling or Sharing for Cross‐Context Behavioral Advertising; Compliance with the CCPA. Partner and Avalara do not accept or disclose any Personal Information as consideration for any payments, services, or other items of value. Avalara and Partner do not sell or share any Personal Information, as the terms “sell” and “share” are defined in the CCPA. Avalara and Partner only process Personal Information for the business purposes specified in the General Partner Terms or the Partner Agreement. Avalara and Partner do not retain, use, or disclose Personal Information (i) for cross‐context behavioral advertising, or (ii) outside their direct business relationship. Avalara and Partner do not combine Personal Information with other data.
- EU Standard Contractual Clauses. For Personal Information that is subject to the GDPR, Avalara and Partner comply with the EU Standard Contractual Clauses for international transfers in Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (“EU SCCs”) for the transfer of Personal Information outside the European Economic Area (EEA), Modules 1 as noted below, in Exhibit A. Under the EU SCCs, Partner will act as data exporter. Partner may be based within or outside the EEA. Avalara is based outside the EEA, acts as data importer, and agrees to the EU SCCs. For limited business contact information concerning individual representatives, Avalara and Partner agree to the EU SCCs Module 1.
- United Kingdom. With respect to transfers of Personal Information from the United Kingdom of Great Britain and Northern Ireland to countries not deemed to have adequate data protection regimes under all laws relating to data protection, the processing of Personal Information, privacy, or electronic communications in force from time to time in the United Kingdom of Great Britain and Northern Ireland, Avalara agrees to the EU SCCs as set out in this Section 7 and the International Data Transfer Addendum to the EU SCCs in Exhibit B. Any conflicts between the EU SCCs and the International Data Transfer Addendum to the EU SCCs shall be resolved as provided in the International Data Transfer Addendum to the EU SCCs.
- Warranties.
- Mutual Warranties. Each Party represents and warrants to the other Party that (i) it has the authority to enter into the Agreement and perform its obligations hereunder; (ii) the Agreement does not conflict with any other agreement entered into by it; (iii) it does not conduct business for any unlawful purpose; and (iv) it is not on the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons; Her Majesty’s Treasury, Asset Freezing Unit’s Consolidated List of Financial Sanctions Targets; the European Union’s consolidated list of persons, groups, and entities subject to EU financial sanctions; or any similar list of embargoed or blocked persons applicable to persons or entities in the jurisdiction of such Party’s domicile or performance of the Agreement.
- Partner Warranties. Partner represents and warrants that: (i) the information Partner provides in connection with any Program, including Leads, and registration information of Customers and their billing information is current, accurate, and complete; (ii) to the extent Partner provides any Personal Information of data subjects protected by the GDPR or UK GDPR, Partner has the affirmative prior consent of the data subjects to provide such Personal Information to Avalara; (iii) Partner will not engage in any unfair or deceptive marketing practices whether by statement, act, omission, or implication and will immediately cease all such marketing upon a written request from Avalara; and (iv) the subjects of any Leads that Partner provides are not on the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons.
- Disclaimer of Implied Warranties. Except as expressly provided in the Agreement, the Programs, the Partner Portal, the Services, and the Avalara Technology are provided on an “as is” and “as available” basis, and neither Party makes any warranties of any kind, whether express, implied, statutory, or otherwise, and each party specifically disclaims all implied warranties to the maximum extent permitted by applicable law.
- Indemnification.
- Indemnification by Avalara. Avalara shall indemnify and defend Partner against any Losses arising from a third-party claim that (i) Partner’s use of the Avalara Technology in accordance with the Agreement infringes a copyright, registered trademark, issued patent, or other Intellectual Property right of such third party (an “Infringement”); (ii) results from Avalara’s breach of the Agreement; or (iii) results from Avalara’s violation of applicable laws. “Loss” means any liability, loss, claim, settlement payment (including any settlement the Indemnitee agrees to pay as long as it is in a written settlement approved by Indemnitor in writing), cost and expense, interest, award, judgment, damages (including punitive damages), fines, fees, penalties, or other charges, filing fees and court costs, witness fees, costs of investigating and defending third party claims, and reasonable attorneys’ and other professionals’ fees, and any other fees.
- Indemnification by Partner. Partner will indemnify and defend Avalara against any Losses arising from a third-party claim that (i) Avalara’s use of the Partner Technology in accordance with the Agreement causes an Infringement; (ii) results from Partner’s breach of the Agreement; or (iii) results from Partner’s violation of applicable law.
- Mutual Indemnification. Each Party shall indemnify and defend the other Party against any Losses resulting from a third-party claim (including any Customer claim) arising under such third party’s purchase or use of the Indemnitor’s products or services, except those claims covered by Sections 9(a)(i) or 9(b)(ii) (e.g., as to Avalara, the Services and Avalara Technology; and, as to Partner, the Solution, Connector, and Partner Technology), including, for example, any claims based on warranty or product liability.
- Process. The obligations of a Party (“Indemnitor”) to defend or indemnify the other (“Indemnitee”) under this Section 9 (Indemnification) are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing of any claim within the scope of the Indemnitor’s defense or indemnity obligations set forth in the Agreement, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice; (ii) the Indemnitor shall be given exclusive control of the defense of such claim and all negotiations relating to the settlement thereof (except that the Indemnitor may not make any admissions on the Indemnitee’s behalf or settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability, and the Indemnitee may participate in the defense of the claim at its sole cost and expense); and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim at the Indemnitor’s expense.
- If the Avalara Technology or the Partner Technology (each individually, the “Technology”) is subject to a claim of Infringement and as a result, the Indemnitee’s use of the Indemnitor’s Technology is enjoined, then the Indemnitor, shall, at no cost to the Indemnitee, procure for the Indemnitee the right to continue using the Indemnitor’s Technology or replace that Technology with non-infringing or modified Technology of materially equivalent functionality. If none of the above options are available on terms that are commercially reasonable, then the Indemnitor may terminate the Indemnitee’s right to access and use the Technology, subject to Section 5(c) (Effects of Termination).
- Neither Party has any obligation with respect to any actual or claimed Infringement to the extent that the Infringement is caused by (i) the Indemnitee’s Technology, (ii) use or modification of the Indemnitor’s Technology other than as specified in the Documentation or the Agreement, (iii) combination of the Indemnitor’s Technology with any products, software, services, data, or other materials not provided by the Indemnitor or approved by the Indemnitor in writing if the Infringement would not have occurred but for such combination, or (iv) any act or omission by the Indemnitee or any employee, agent, or Affiliate of the Indemnitor in violation of the Agreement, another agreement between the Parties, or applicable law.
- Exclusive Remedy. This Section 9 (Indemnification) states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to claims. This Section 9 (Indemnification) does not cover any claims based on an incorrect tax calculation result or other error in accuracy or timeliness of any tax calculation, tax return, or compliance document. Such claims are governed by the applicable terms and expressly excluded from this Agreement.
- Exclusion of Certain Claims; Limitation of Liability.
- Exclusion of Certain Claims. Neither Party will be liable to the other Party or any other party for any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill, investments, use of money or use of facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages, arising out of (i) the performance or nonperformance of the Agreement or of products, software, Services, or Avalara Professional Services provided under the Agreement, or (ii) any claim, cause of action, breach of contract, indemnity, or any express or implied warranty, misrepresentation, negligence, strict liability, or other tort. The previous sentence will not apply to instances of gross negligence or willful misconduct, a Party’s breach of its confidentiality obligations set forth in Section 6 (Confidential Information), or a Party’s indemnification obligations set forth in Section 9 (Indemnification).
- Limitation of Liability. A Party’s aggregate liability will not exceed the fees paid or payable by Avalara to Partner under the Agreement in the 12-month period immediately preceding the event giving rise to the claim. The previous sentence does not apply to instances of gross negligence or willful misconduct, to a Party’s indemnification obligations set forth in Section 9 (Indemnification), to a Party’s obligations to pay fees and expenses when due and payable, or to any infringement or misappropriation by a Party of any Intellectual Property of the other Party.
- Limitation of Claims. Except with respect to claims of infringement or misappropriation of any Intellectual Property, misuse of Confidential Information, or a Party’s failure to pay amounts due, neither Party may bring any claim relating to the Agreement more than two years after the events giving rise to the claim occurred.
- General. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply and the Parties may have additional rights.
- Miscellaneous.
- Payment Information. If Partner is to receive payments pursuant to a Partner Agreement, Partner shall promptly provide Avalara with any documentation reasonably required by Avalara, including, for example, a W-9.
- Relationship of the Parties; Transparency. The Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the Parties. Partner’s and Avalara’s other business partners are independent of Avalara and are not Avalara’s agents. Either Party may disclose any terms of Avalara’s Partner Programs that are publicly available, including information about commissions, and the existence of this Agreement. Each Party shall conduct its business in compliance with applicable laws.
- No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies on third parties, including Customers.
- Governing Law; Jurisdiction and Venue. The Agreement will be governed by laws of the State of New York, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction. For any claims or causes of action arising out of the Agreement, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in the following locations: (i) if Partner is the plaintiff, in King County, Washington, and (ii) if Avalara is the plaintiff, in the applicable jurisdiction of Partner’s corporate headquarters, or if Partner’s corporate headquarters are not in the United States, Partner’s primary place of business in the United States.
- Equitable Relief. Each Party acknowledges that damages may be an inadequate remedy if the other Party violates its obligations under the Agreement, and each Party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
- Force Majeure. Neither Party will be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war (collectively, “Force Majeure Condition”). A Party seeking relief from performance under this Section 11(f) (Force Majeure) must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use all commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, the other Party may, in its discretion, terminate this Agreement. That termination will not result in any liability by either Party.
- Notices. Avalara will communicate announcements of general interest by email or by posting on its website or in the Partner Portal. Avalara will provide Partner with legal notices by email, mail, or courier to the address provided by Partner. Partner shall immediately notify Avalara if Partner’s address for notice changes. Except as otherwise specified in the Agreement, all notices must be in writing, with account notices sent to customerloyalty@avalara.com and legal notices sent to legal@avalara.com.
- Successors and Assigns. Either Party may assign the Agreement without the other Party’s consent to an entity that acquires all or substantially all of its assets or that is an Affiliate of the assigning Party, provided that (i) the assigning Party must provide notice to the other Party of the assignment, (ii) the assignee must agree in writing to be bound by the Agreement, and (iii) the non-assigning Party may prohibit assignment to a competitor. Except as provided above, neither Party may assign its rights or obligations under the Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed, and any attempt to so assign the Agreement will be null and void. The Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
- Severability. If any provision of the Agreement is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the Agreement will remain in full force and effect.
- Waiver. No waiver of any provision of the Agreement, nor consent by a Party to the breach of or departure from any provision of the Agreement, will in any event be binding on or effective against such Party unless it is in writing and signed by such Party, and then the waiver will be effective only in the specific instance and for the purpose for which given.
- Entire Agreement. These General Partner Terms, together with the Partner Agreement, and all other terms incorporated by reference, constitutes the entire agreement and understanding between the Parties. Except as provided in Section 4 (Modification), the Agreement may not be modified or amended except by a written instrument executed by both Parties. Partner’s standard terms of purchase (including purchase order terms), if any, are inapplicable.
EXHIBIT A
CONTROLLER TO CONTROLLER STANDARD CONTRACTUAL CLAUSES
The EU SCCs, module 1, available at Standard Contractual Clauses (SCC) | European Commission (europa.eu) or on a successor website designated by the EU commission, are incorporated herein by reference.
Where the EU SCCs require that the Parties to make an election, the Parties make the elections reflected below. Any optional clauses in the EU SCCs not expressly selected below are omitted.
- In Clause 11 (a) of the EU SCCs, the optional language shall be deleted; and
- For purposes of Clause 17 and Clause 18 of the EU SCCs, the Member State for purposes of governing law, forum and jurisdiction are Luxembourg.
Annex I
A. LIST OF PARTIES
For purposes of Annex 1.A (List of Parties) of the EU SCCs: (i) Avalara processes personal data as specified under the Partner Program and Avalara is the ‘data importer’; and (ii) Partner is the ‘data exporter’. Avalara can be contacted through the Avalara Global Privacy Office at dataprivacy@avalara.com. Partner provides personal as specified under the Partner Program and can be contacted through the contact information provided by Partner.
B. DESCRIPTION OF TRANSFER
For the details of the processing of personal data required for Annex 1.B of the EU SCCs, see below:
MODULE ONE: Transfer controller to controller
Categories of data subjects whose personal data is transferred
Potential and actual customers and employees of the data exporter; sales and marketing leads of the data exporter; and third parties that have, or may have, a commercial relationship with the data exporter (e.g. advertisers, customers, corporate subscribers, contractors and product users).
Categories of personal data transferred
Business contact information and other information relating to how data exporter partners with data importer.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures
Sensitive data is not transferred on a controller-to-controller basis.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis)
Continuous as initiated by Partner in each case for the period during which Partner is enrolled in the Partner Program.
Nature of the processing
Data importer uses data as a controller to do business with data exporter, sell services, issue invoices, provide technical support, perform services, address customer questions, improve services and develop new services and offerings.
Purpose(s) of the data transfer and further processing
Communications and business collaboration between data exporter and data importer.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
For the term of the contract and so long as data importer markets additional services to data exporter.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
Same as above.
C. COMPETENT SUPERVISORY AUTHORITY
For purposes of Clause 13 and Annex 1.C of the EU SCCs, where no competent supervisory authority is identified through the rules of such Clause 13, the competent supervisory authority is the authority in Luxembourg.
Annex II
TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
For the purposes of Annex 2 of the EU SCCs, the technical and organizational measures implemented by Avalara are as described below.
Avalara maintains the following technical and organization measures:
- Avalara maintains a written security program under which Avalara periodically evaluates risks to Customer Data and maintains commercially reasonable technical, and physical safeguards to protect Customer Data against accidental or unauthorized access, disclosure, loss, destruction, or alteration. Avalara regularly evaluates the scope and coverage of the Security Program.
- Avalara teams classify and handle data using technical controls described below to ensure its integrity, availability, and confidentiality.
- Avalara maintains a central inventory of assets where the asset custodian is responsible for classifying and maintaining the asset and ensuring the use of the asset complies with the security program.
- Avalara maintains standards for user authentication, access provisioning, de-provisioning, performing periodic access reviews and restricting administrative access to ensure access is granted based on the principle of least privilege.
- Avalara maintains standards for segregation of network services and devices to ensure unrelated portions of the network are isolated from each other.
- Avalara maintains network zones and applies ingress and egress standards for the protection of data.
- Avalara systems encrypt data at rest and in transit between the Avalara networks and its customers to ensure integrity, security, and confidentiality of customer data.
- Avalara maintains processes to securely generate, store and manage encryption keys that prevent loss, theft, or compromise.
- Avalara maintains physical access controls to restrict entry to Avalara facilities. Physical controls may include badge readers, security personnel, staff supervision, video cameras, and other tools.
- Avalara maintains processes for retaining and securely deleting data no longer than necessary to provide its services.
- Direct database access is restricted using the corporate VPN. This can only be accessed via Avalara issued computing equipment.
- Avalara has disabled the ability to write data to USB mass storage devices on all Avalara issued computing equipment.
- Avalara maintains a Software Management Standard that defines software and services which are approved, acceptable, or prohibited to be used by Avalara personnel.
- Avalara monitors its applications and systems for vulnerabilities on a periodic basis. Identified vulnerabilities are remediated by taking actions to close them in a timely manner.
- Avalara maintains an incident response program to detect, analyze, prioritize, and handle cyber security events and incidents to prevent, detect, and deter the unauthorized access, loss, compromise, disclosure, modification, or destruction of Avalara’s electronic data assets and information, including personal information.
- Avalara performs root cause analyses for incidents based on the nature of the incident, to identify, document, and eliminate the cause of an incident and to prevent the issue from recurring. Changes to the Avalara Incident Response Plan and standard operating procedures is also part of this review.
- Security and audit logs are fed to the SIEM daily and retained for a period of one year. These logs cannot be modified by anyone.
- Daily recoverable backups of critical data are configured to be performed and replicated to a secondary location.
- Avalara maintains a Security Infraction Management Policy that describes how Avalara treats security incidents that result from deviations from Avalara’s security policies, standards, and procedures.
- Avalara maintains standards for making changes to applications, including customer-facing applications, by ensuring they are tested and approved by appropriate individuals before they are moved to production. Access to make production changes is restricted to authorized individuals.
- Avalara has established logical separation between production and lower environments.
- Avalara ensures test data is selected and handled in accordance with the technical controls specified in this document.
- All Avalara personnel must undergo the mandatory security awareness training at least annually.
- The Avalara Service Terms and Conditions along with the Vendor Security terms document are in place to communicate security commitments with vendors.
- The Avalara Security team periodically performs assessments of different systems by conducting phishing simulations, vulnerability scans, and penetration tests.
- The Avalara Compliance team periodically performs assessments of key systems. Remediation plans are defined as appropriate for the areas of non-compliance establishing clear ownership and accountability.
- The Avalara Risk Management Team periodically conducts risk assessments to identify risks arising from internal and external sources throughout the year to evaluate the organization's control environment. Risk treatment plans are defined, as appropriate, for identified risks including establishing clear ownership and accountability. Risks are monitored to acceptable mitigation according to the Avalara Security Risk Assessment Standard and Process.
- Avalara maintains standards for Vendor Risk Management to define requirements for vendor selection, risk assessments with roles and responsibilities, contract lifecycle, exception handling and terminations.
Exhibit B
The International Data Transfer Addendum to the EU SCCs (“UK addendum”), available at International data transfer agreement and guidance | ICO or on a successor website designated by the UK ICO, are incorporated herein by reference.
The parties are as reflected in the signature block to the Partner Program.
The parties select the version of the approved EU SCCs referenced above including the appendix information which is as described in Exhibit A.
The appendix information in table 3 of the UK addendum is as set out in the annexes to the EU SCCs in Exhibit A.
Either party may end the UK addendum as set out in section 19 of the same.
ANNEX III
List of Subprocessors
N/A
Effective February 12th 2021 to December 1st 2023
DownloadTable of Contents
These Avalara Partner Program General Terms and Conditions (the “General Partner Terms”), together with any applicable document used to describe a partnership between Avalara and Partner (the “Partner Agreement”) (the Partner Agreement with the General Partner Terms are the “Agreement”) constitute a binding agreement between Avalara and Partner (each, a “Party”). Partner agrees to be bound by these General Partner Terms by executing, including clicking through, any document that references these General Partner Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meanings:
- “Affiliate” means an entity that controls, is controlled by or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
- “Avalara” means Avalara, Inc. a Washington corporation and its Affiliates.
- “Avalara Add-On Services” means AvaTax support plans, training services, and sales and use tax registration services, among others. Avalara Add-On Services do not include any other Professional Services offered by Avalara or any Avalara Affiliates.
- “Avalara CertCapture” or “CertCapture” means Avalara’s CertCapture Service for exemption certificate storage and management.
- “Avalara Product” means any Avalara Property, Avalara Add-On Service, and other Avalara products or services.
- “Avalara Property” means all products and services offered by Avalara, including, without limitation, Avalara AvaTax, Avalara Returns, Avalara CertCapture, the Avalara SDK, and other Avalara products and services.
- “Avalara Professional Services or Professional Services” means services supplemental to the Avalara Services, including professional consulting services, to be performed for End Users by Avalara’s employees or contractors, as specified in the applicable Order Document.
- “Avalara Returns” means the software application for compliance, preparation, and management of sales and use tax returns, treasury, remittance, and notice management, including all updates, upgrades, and accompanying documentation.
- “Avalara SDK” means the AvaTax software development kit that enables developers to integrate applications into and is a part of the Service.
- “Avalara Technology” means the technology and Intellectual Property that Avalara uses to provide its products and services, including computer software programs, websites, networks, and equipment. Avalara Technology includes all Avalara Products and Avalara Property.
- “AvaTax” or “Avalara AvaTax” means Avalara’s AvaTax Service for calculating transactional taxes on the sale of goods and services, including sales, use, and value added taxes.
- “Certificate” means, with respect to CertCapture, each unique image file of a form document for a single jurisdiction uploaded to the CertCapture Service.
- “Certification” means the successful completion of the process to ensure that the Connector functions in accordance with Avalara’s requirements.
- “Certification Documentation” means documentation made available to Partner that outlines the requirements to successfully complete Certification. Certification Documentation may be updated from time to time by Avalara in its sole discretion, and Partner may be required to fulfill additional requirements in order to retain such Certification.
- “Certification Logo” means the visual representation provided by Avalara to Program applicants that signifies Certification, as required under certain Avalara Programs. A Certification Logo will be licensed for Partner’s use upon completion of the required training.
- “Connector” means a software and communications interface that connects an End User’s software with an Avalara Service.
- “Console” means the administrative console through which an End User accesses its Avalara account.
- “Documentation” means a Party’s user guides, training manuals, and other similar information, as updated or revised by that Party from time to time.
- “End User” means a customer who purchases an Avalara Service in conjunction with Partner’s Connector.
- “Integration” or “Integrate” means development of an interface that enables the Avalara Property and the Solution to work together through the Connector.
- “Intellectual Property” means all trade secrets, patents and patent applications, Marks, copyrights, moral rights, rights in Inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
- “Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, discovery or invention, whether or not copyrightable or patentable and whether or not reduced to practice.
- “Leads” or “Customer Information” means complete and up-to-date contact details of third parties that express an interest, or may have an interest, in purchasing the Services.
- “Logo” means the Marks Avalara provides to Partner in accordance with Section 3(b)(iii) (Marketing Activities; Avalara Marks).
- “Mark” means any trade names, trademarks, service marks, marks and logos owned by a Party (whether registered or unregistered and including any goodwill acquired in such trademarks).
- “Order Document” means a sales order, statement of work, or other document used to purchase Avalara Products(s) from Avalara.
- “Our Site” means www.avalara.com or any other URL owned by Avalara.
- “Partner” or “Business Partner” or “Solution Partner” means the Party who enters into a partnership agreement with Avalara or participates in an Avalara Partner Program.
- “Partner Portal” means the website Avalara manages containing information for Partners about Avalara’s Services. Avalara provides Partners with access to the Partner Portal upon execution of the applicable partnership agreement or upon approval as participant in an Avalara Partner Program.
- “Partner Technology” or “Work Product” means the technology and Intellectual Property that the Partner uses to provide its Connector and the Solution, if applicable, including computer software programs, Partner’s Documentation, schematics, websites, networks, and equipment, as applicable.
- “Program” means any program Avalara offers to third parties to partner with Avalara, including programs for developing Connectors and referring potential customers to Avalara in return for commissions.
- “Referred Client” means an End User other than the Partner who purchases Services or Avalara Professional Services as a result of being referred to Avalara by Partner.
- “Service” means the software and/or service offered to End Users by Avalara.
- “Solution” means any business or financial software provided by a Partner or third party, such as Enterprise Resource Planning (ERP), Customer Relationship Manager (CRM), or ecommerce platform, including all updates, modifications, and amendments.
- “Transaction” means (i) with respect to CertCapture, the collecting (by email, facsimile and/or mail) and the processing (uploading, validating and/or linking) of a document image file for a single jurisdiction on behalf of an End User, and (ii) with respect to AvaTax, an electronic request submitted by End User to the AvaTax system to calculate tax, post a document, or validate an address.
- Service Account. Subject to the Not for Resale Account Terms located at https://www.avalara.com/us/en/legal/nfrterms.html (“NFR Account Terms”, “Terms and Conditions” or “AvaTax Terms”) and incorporated into this Agreement by reference, if applicable, Avalara will provide a Service account to Partner (the “Not for Resale Account”, the “NFR Account,” or the “Free Avalara AvaTax License”).
- Proprietary Rights.
- Partner’s Intellectual Property.
- Partner Technology. Partner retains all right, title, and interest in all Intellectual Property rights in the Partner Technology, Partner Confidential Information, and all enhancements or improvements to, or derivative works of, the foregoing. Nothing in the Agreement transfers or conveys to Avalara any ownership interest in the Partner Technology, Partner Confidential Information or any Intellectual Property in the foregoing. Partner hereby grants to Avalara a non-transferable (except as permitted under the Agreement), non-exclusive and sub-licensable license to: (A) demonstrate the Connector to End Users and users of the applicable Solution; (B) sell the right to use the Avalara Property in conjunction with the Connector, including use after the termination of the Agreement; (C) test the functionality of the Connector to ensure that the Connector is functional and compatible with Avalara Technology and Services; (D) provide support to End Users; and (E) use the Connector and the Partner Technology to satisfy Avalara’s other obligations under the Agreement.
- Restrictions. Except to the extent required by Avalara (or service providers acting on behalf of Avalara) to exercise its rights or perform its obligations under the Agreement or to provide necessary support to End Users, or as otherwise contemplated by the Agreement or the Partner Documentation, Avalara shall not A) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Partner Technology; (B) reproduce, modify, create, or prepare derivative works of any of the Partner Technology or Partner Documentation; (C) distribute or display any of the Partner Technology or Partner Documentation; (D) share, sell, rent, lease, or otherwise distribute access to the Partner Technology or use the Partner Technology to operate any timesharing, service bureau, or similar business; or (E) alter, destroy, or otherwise remove any proprietary notices within the Partner Technology or Partner Documentation.
- Partner Marks. Subject to the terms of the Agreement, Partner grants to Avalara a limited, non-exclusive, non-transferable, revocable license to display Partner’s Marks solely to market and promote the relationship contemplated by this Agreement.
- Avalara’s Intellectual Property.
- Avalara Technology. Avalara retains and owns all right, title, and interest in all Intellectual Property rights in the Avalara Technology, Avalara’s Documentation, Avalara’s Confidential Information, the Services, and all enhancements or improvements to, or derivative works of, the foregoing. Any work product created by the Avalara Professional Services (including any Inventions used or developed by Avalara or its subcontractors in connection with the Avalara Professional Services) will be Avalara’s Intellectual Property only to the extent that the work product does not incorporate (A) any Partner Intellectual Property or Partner Technology or (B) any works-made-for-hire that Avalara creates for Partner’s exclusive use. Nothing in the Agreement transfers to Partner any ownership interest in the Avalara Intellectual Property.
- Restrictions. Partner shall use the Services only as set forth in the Agreement and the Documentation. Partner shall not (A) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Avalara Technology; (B) reproduce, modify, create, or prepare derivative works of any of the Avalara Technology or Documentation; (C) except as permitted by this Agreement, distribute or display any of the Avalara Technology or Documentation; (D) share, sell, rent, lease, or otherwise distribute access to the Services, or use the Services to operate any timesharing, service bureau, or similar business; (E) alter, destroy, or otherwise remove any proprietary notices within the Avalara Technology or Documentation; or (F) disclose the results of any Service or program benchmark tests to any third parties without Avalara’s prior written consent.
- Marketing Activities; Avalara Marks. In conducting any marketing activities under a Partner Program, Partner shall use only those marketing materials Avalara provides (either directly or through https://brandguide.brandfolder.com/guide/brandstory) or approves in writing (“Avalara Assets”). Partner shall use the Avalara Assets and Avalara Marks in compliance with all guidelines Avalara provides. Partner shall not modify the Avalara Assets or Avalara Marks without Avalara’s prior written approval. Avalara grants Partner a limited, non-exclusive, non-transferable, non-assignable, revocable right to display the Avalara Assets and Avalara Marks solely to fulfill its obligations under the Agreement. This right to use terminates automatically when the Agreement terminates. Notwithstanding the forgoing, Avalara retains all right, title, and interest in the Avalara Assets and Avalara Marks, and nothing in the Agreement confers any right of ownership in the Avalara Assets or Avalara Marks on Partner, and all use of them inures to Avalara’s benefit.
- Suggestions and Feedback. If either Party provides the other Party with any suggested improvements to a Program, NFR Account, Avalara Assets, the Partner Portal, Intellectual Property, the Services, Partner’s Solution or any other products or services of such Party, then that Party also grants the other Party a nonexclusive, perpetual, irrevocable, royalty free, worldwide license, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of such suggested improvements. Notwithstanding the foregoing, nothing in this Section 3(c) (Suggestions and Feedback) grants a Party a license to use any Inventions covered by a registered patent owned by the other Party.
- Partner’s Intellectual Property.
- Modification. Except as may otherwise be provided in the Agreement and except for the rights set forth in Section 3(a), Avalara may modify these General Partner Terms. If Avalara modifies these General Partner Terms, it will provide prior written notice (“Modification Notice”) to Partner of those modifications at least 30 days prior to the effectiveness of the modifications. If the modifications materially and adversely affect Partner, and Partner does not wish to accept such modifications, then Partner may withdraw Partner’s participation in the applicable Program and terminate the applicable Partner Agreement, subject to any wind down obligations in the Partner Agreement by written notice to Avalara.
- Term and Termination.
- Agreement Term. The term of the Agreement (the “Term”) begins on the effective date of the first Partner Agreement the Partner enters into and ends on the date of termination or expiration of the final Partner Agreement.
- Termination for Breach or Cause. Either Party may terminate the Agreement or withdraw from participation in any Program by notice to the other (i) if the other Party materially breaches its obligations under the Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of notice of breach; or (ii) upon the other Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing.
- Effects of Termination. Upon termination, (i) all licenses granted under the Agreement terminate; (ii) subject to a Party’s wind down obligations, (1) Avalara shall cease all use of Partner Marks and Partner Technology and (2) Partner shall cease all use of the Avalara Marks and the Avalara Assets; (iii) each Party will remain liable for all fees owed to the other Party; (iv) upon request, each Party will immediately return or, if instructed, destroy the other Party’s Confidential Information in its possession or control other than in automatic computer backups. A Party is not required to destroy or return any Confidential Information that must be retained for regulatory, legal, or audit purposes or for compliance with its document retention policies and has no obligation to destroy electronic copies made as part of its routine archival or backup procedures. All provisions that by their nature should survive termination will do so (including, for example, payment obligations, indemnification and defense obligations, and duties of confidentiality).
- Confidential Information.
- Confidential Information. “Confidential Information” means any information disclosed by a Party to the other Party, either directly or indirectly, in writing, orally, or by inspection that (a) is designated as "Confidential," "Proprietary," or some similar designation or (b) by the nature of the information or the circumstances surrounding disclosure, would be reasonably understood as proprietary or confidential.
- Exclusions. Confidential Information does not include information (i) that is or becomes generally available to the public other than through the action of the receiving Party; (ii) lawfully in the possession of the receiving Party at the time of disclosure without restriction on use or disclosure; (iii) lawfully obtained by the receiving Party from a third party without restriction on use or disclosure or breach of such third party’s obligations of confidentiality; or (iv) independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
- Disclosures Required by Law. If any applicable law, regulation, or judicial or administrative order requires the receiving Party to disclose any of the disclosing Party’s Confidential Information (a “Disclosure Order”) then, unless otherwise prohibited by the Disclosure Order, the receiving Party will promptly notify the disclosing Party in writing prior to making any such disclosure, in order to facilitate the disclosing Party’s efforts to protect its Confidential Information. Following such notification, the receiving Party will cooperate with the disclosing Party, at the disclosing Party’s reasonable expense, in seeking and obtaining protection for the disclosing Party’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing Party, the receiving Party is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the receiving Party may disclose, without liability hereunder, that portion of the Confidential Information which is legally required to be disclosed and the receiving Party will exercise its best efforts to preserve the confidentiality of the remaining Confidential Information.
- Restrictions on Use and Disclosure. Subject to the permitted disclosures set forth in Section 6(c) (Disclosures Required by Law), the receiving Party shall hold Confidential Information in strict confidence and shall not directly or indirectly disclose Confidential Information to third parties. The receiving Party may disclose Confidential Information to an employee, advisor, or consultant (“Representatives”) who needs such access in order to fulfill a Party’s obligations under these Terms on the condition that the receiving Party: (i) ensures that such Representatives are bound by a written agreement that is as substantially protective as the Agreement; and (ii) accepts full responsibility for its Representatives’ use of the Confidential Information. The receiving Party shall protect Confidential Information from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information and refrain from reverse engineering, decompiling, or disassembling any Confidential Information.
- Notice. Each Party will promptly notify the other Party, as reasonably practicable under the circumstances, not to exceed 72 hours from the time of confirmation, of unauthorized access, use, or disclosure of Confidential Information; each Party will reasonably cooperate with the other with respect to such unauthorized access, use, or disclosure, including its containment and investigation. Upon confirmation of any vulnerability or breach of security, a Party will modify its processes and security program as necessary to remediate the vulnerability or breach, at such Party’s sole cost and expense.
- Data Privacy.
- End User Data. Any data provided to Avalara by an End User is solely governed by the agreement between that End User and Avalara.
- Representatives. If Partner provides Avalara with any information of an individual employee, agent, or representative that can be used to identify that person and that is protected by law (“Personal Information”), Avalara’s use of that information shall be governed by the Avalara Privacy Policy located at https://www.avalara.com/privacy-policy.
- General Data Protection Regulation. Partner shall comply with the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (“GDPR”) and the U.K. Data Protection Act 2018 and the United Kingdom General Data Protection Act ("UK GDPR") with respect to the exercise of individual data subjects’ rights, including, for example, collecting and documenting individual data subjects’ affirmative consent to disclose their Personal Information prior to providing such Personal Information to Avalara.
- California Consumer Privacy Act. Avalara does not sell personal information as that term is defined by the CCPA (“CCPA Personal Information”). If Avalara processes CCPA Personal Information for or on behalf of Partner, Avalara collects, retains, uses, and discloses such CCPA Personal Information solely as contemplated by the Agreement, and for no other commercial purpose. “CCPA” means California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. and implementing regulations. Avalara certifies that it understands and will comply with the restrictions set forth in this Section 7(D) (California Consumer Privacy Act).
- Warranties.
- Mutual Warranties. Each Party represents and warrants to the other Party that (i) it has the authority to enter into the Agreement and perform its obligations hereunder; (ii) the Agreement does not conflict with any other agreement entered into by it; and (iii) it does not conduct business for any unlawful purpose.
- Partner Warranties. Partner represents and warrants that: (i) the information Partner provides in connection with any Program, including Leads and registration information of Referred Clients and their billing information is current, accurate, and complete; (ii) to the extent Partner provides any Personal Information of data subjects protected by the GDPR or UK GDPR, Partner has the affirmative prior consent of the data subjects to provide such Personal Information to Avalara; (iii) Partner will not engage in any unfair or deceptive marketing practices whether by statement, act, omission, or implication and will immediately cease all such marketing upon a written request from Avalara; and (iv) any Leads or Referred Clients that Partner provides are not on the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons.
- Disclaimer of Implied Warranties. Except as expressly provided in the Agreement, the Programs, the Partner Portal, the Services, and the Avalara Technology are provided on an “as is” and “as available” basis, and neither Party makes any warranties of any kind, whether express, implied, statutory, or otherwise, and each party specifically disclaims all implied warranties to the maximum extent permitted by applicable law.
- Indemnification.
- Indemnification by Avalara. Avalara shall indemnify and defend Partner against any Losses arising from a third-party claim that (1) Partner’s use of the Avalara Technology in accordance with the Agreement infringes a copyright, registered trademark, issued patent, or other Intellectual Property right of such third party (an “Infringement”); (2) results from Avalara’s breach of the Agreement; or (3) results from Avalara’s violation of applicable laws. “Loss” means any liability, loss, claim, settlement payment (including any settlement the Indemnitee agrees to pay as long as it is in a written settlement approved by Indemnitor in writing), cost and expense, interest, award, judgment, damages (including punitive damages), fines, fees, penalties, or other charges, filing fees and court costs, witness fees, costs of investigating and defending third party claims, and reasonable attorneys’ and other professionals’ fees, and any other fees.
- Indemnification by Partner. Partner will indemnify and defend Avalara against any Losses arising from a third-party claim that (1) Avalara’s use of the Partner Technology in accordance with the Agreement causes an Infringement; (2) results from Partner’s breach of the Agreement; (3) results from Partner providing Personal Information to Avalara without the prior affirmative consent of the individual data subject; or (4) results from Partner’s violation of applicable law.
- Mutual Indemnification. Each Party shall indemnify and defend the other Party against any Losses resulting from a third-party claim (including any End User claim) arising under such third party’s purchase or use of the Indemnitor’s products or services, except those claims covered by 9(a)(1) or 9(b)(1) (e.g., as to Avalara, the Services and Avalara Technology; and, as to Partner, the Solution, Connector, and Partner Technology), including, for example, any claims based on warranty or product liability.
- Process. The obligations of a Party (“Indemnitor”) to defend or indemnify the other (“Indemnitee”) under this Section 9 (Indemnification) are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing of any claim within the scope of the Indemnitor’s defense or indemnity obligations set forth in the Agreement, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice; (ii) the Indemnitor shall be given exclusive control of the defense of such claim and all negotiations relating to the settlement thereof (except that the Indemnitor may not make any admissions on the Indemnitee’s behalf or settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability and the Indemnitee may participate in the defense of the claim at its sole cost and expense); and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim at the Indemnitor’s expense.
- If the Avalara Technology or the Partner Technology (each individually, the “Technology”) is subject to a claim of Infringement and as a result, the Indemnitee’s use of the Indemnitor’s Technology is enjoined, then the Indemnitor, shall, at no cost to the Indemnitee, procure for the Indemnitee the right to continue using the Indemnitor’s Technology or replace that Technology with non-infringing or modified Technology of materially equivalent functionality. If none of the above options are available on terms that are commercially reasonable, then the Indemnitor may terminate the Indemnitee’s right to access and use the Technology, subject to Section 5(c).
- Neither Party has any obligation with respect to any actual or claimed Infringement to the extent that the Infringement is caused by (A) the Indemnitee’s Technology, (B) use or modification of the Indemnitor’s Technology other than as specified in the Documentation or the Agreement, (C) combination of the Indemnitor’s Technology with any products, software, services, data, or other materials not provided by the Indemnitor or approved by the Indemnitor in writing if the Infringement would not have occurred but for such combination, or (D) any act or omission by the Indemnitee or any employee, agent, or Affiliate of the Indemnitor in violation of the Agreement, another agreement between the Parties, or applicable law.
- No Third Party Beneficiaries. This Section 9 (Indemnification) does not confer any rights or remedies upon End Users or any other party but the Parties.
- Exclusive Remedy. This Section 9 (Indemnification) states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to claims. This Section 9 (Indemnification) does not cover any claims based on an incorrect tax calculation result or other error in accuracy or timeliness of any tax calculation, tax return, or compliance document. Such claims are governed by the applicable terms and expressly excluded from this Agreement.
- Exclusion of Certain Claims; Limitation of Liability.
- Exclusion of Certain Claims. Neither Party will be liable to the other Party or any other party for any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill, investments, use of money or use of facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages, arising out of (i) the performance or nonperformance of the Agreement or of products, software, Services, or Avalara Professional Services provided under the Agreement, or (ii) any claim, cause of action, breach of contract, indemnity, or any express or implied warranty, misrepresentation, negligence, strict liability, or other tort. The previous sentence will not apply to instances of gross negligence or willful misconduct, a Party’s breach of its confidentiality obligations set forth in Section 6 (Confidential Information), or a Party’s indemnification obligations set forth in Section 9 (Indemnification).
- Limitation of Liability. Except for instances of gross negligence or willful misconduct, a Party’s aggregate liability will not exceed the fees paid or payable by Avalara to Partner under the Agreement in the 12-month period immediately preceding the event giving rise to the claim. The previous sentence does not apply to a Party’s indemnification obligations set forth in Section 9 (Indemnification), to a Party’s obligations to pay fees and expenses when due and payable, or to any infringement or misappropriation by a Party of any Intellectual Property rights of the other Party.
- Limitation of Claims. Except with respect to claims of infringement or misappropriation of any Intellectual Property, misuse of Confidential Information, or a Party’s failure to pay amounts due, neither Party may bring any claim relating to the Agreement more than two years after the events giving rise to the claim occurred.
- General. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply and the Parties may have additional rights.
- Miscellaneous.
- Payment Information. If Partner is to receive payments pursuant to a Partner Agreement, Partner shall promptly provide Avalara with any documentation reasonably required by Avalara, including, for example, a W-9.
- Relationship of the Parties; Transparency. The Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the Parties. Partner’s and Avalara’s other business partners are independent of Avalara and are not Avalara’s agents. Either Party may disclose any Avalara Partner Program terms that are publicly available, including information about commissions, and the existence of this Agreement. Each Party shall conduct its business in compliance with applicable laws.
- Governing Law; Jurisdiction and Venue. The Agreement will be governed by laws of the State of New York, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction. For any claims or causes of action arising out of the Agreement, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in the following locations: (i) if Partner is the plaintiff, in King County, Washington, and (ii) if Avalara is the plaintiff, in the applicable jurisdiction of Partner’s corporate headquarters, or if Partner’s corporate headquarters are not in the United States, Partner’s primary place of business in the United States.
- Equitable Relief. Each Party acknowledges that damages may be an inadequate remedy if the other Party violates the obligations under the Agreement, and each Party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
- Force Majeure. Neither Party will be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war (collectively, “Force Majeure Condition”). A Party seeking relief from performance under this Section 11(d) (Force Majeure) must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use all commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, the other Party may, in its discretion, terminate this Agreement. That termination will not result in any liability by either Party.
- Notices. Avalara will communicate announcements of general interest by email or by posting on its website or in the Partner Portal. Avalara will provide Partner with legal notices by email, mail, or courier to the address provided by Partner. Partner shall immediately notify Avalara if Partner’s address for notice changes. Except as otherwise specified in the Agreement, all notices must be in writing, with account notices sent to customerloyalty@avalara.com and legal notices sent to legal@avalara.com.
- Successors and Assigns. Either Party may assign the Agreement without the other Party’s consent to an entity that acquires all or substantially all of its assets or that is an Affiliate of the assigning Party, provided that (i) the assigning Party must provide notice to the other Party of the assignment, (ii) the assignee must agree in writing to be bound by the Agreement, and (iii) the non-assigning Party may prohibit assignment to a competitor. Except as provided above, neither Party may assign its rights or obligations under the Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed, and any attempt to so assign the Agreement will be null and void. The Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
- Severability. If any provision of the Agreement is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the Agreement will remain in full force and effect.
- Waiver. No waiver of any provision of the Agreement, nor consent by a Party to the breach of or departure from any provision of the Agreement, will in any event be binding on or effective against such Party unless it is in writing and signed by such Party, and then the waiver will be effective only in the specific instance and for the purpose for which given.
- Entire Agreement. These General Partner Terms, together with the Partner Agreement, and all other terms incorporated by reference, constitutes the entire agreement and understanding between the Parties. Except as provided in Section 4 (Modification) of these General Partner Terms, the Agreement may not be modified or amended except by a written instrument executed by both Parties. Partner’s standard terms of purchase (including purchase order terms), if any, are inapplicable.
Avalara for Accountants and Avalara for Consulting Partners Terms and Conditions
Effective January 1st 2025
DownloadTable of Contents
These Avalara for Accountants and Avalara for Consulting Partners Terms and Conditions (“Accountant and Consulting Partner Terms”) govern Avalara’s offering of, and Partner’s participation in, Avalara for Accountants and Avalara for Consulting Partners, as applicable (each a “Program”), and are in addition to and incorporate by reference the Avalara Partner Program General Terms and Conditions (located at http://partners.avalara.com/partnergeneralterms) (the “General Partner Terms”), as well as the Avalara Partner Program Agreement between Avalara and Partner (the “Partner Program Agreement”). The Partner Program Agreement identifies the Programs in which Partner has elected to participate. Terms not defined in these Accountant and Consulting Partner Terms are defined in the General Partner Terms or the Partner Program Agreement. If a provision of these Accountant and Consulting Partner Terms conflict with the General Partner Terms or the Partner Program Agreement, the Partner Program Agreement shall govern, followed by these Accountant and Consulting Partner Terms, and, lastly, the General Partner Terms.
- Definitions. The capitalized terms used herein have the meanings set forth below:
“Closed Won Opportunity” means an Opportunity that Avalara successfully moves to “closed won” in Avalara’s lead and customer management system in connection with a Customer’s purchase of Services from Avalara.
“Customer” means a customer (other than Partner) that purchases new Services from Avalara as a result of Partner’s qualifying activities under the applicable Program.
“Existing Customer” means a current customer of Avalara that purchases new Services from Avalara as a result of Partner’s qualifying activities under the applicable Program.
“Financial Incentives” means the amounts payable to Partner by Avalara as compensation for a Customer’s purchase of Avalara’s Services in accordance with Section 3 below.
“New Customer” means a new or former customer of Avalara that purchases new Services from Avalara as a result of Partner’s qualifying activities under the applicable Program.
“Opportunity” means a lead that has been qualified according to Avalara’s requirements as a legitimate business prospect representing the potential sale of Services to New or Existing Customers, and that has been entered into Avalara’s lead and customer management system as an active opportunity.
“Service” means the new, additional, or add-on software or service provided to a New or Existing Customer by Avalara that is eligible for Financial Incentives (excluding any upgrades). The Services are set forth in Exhibit A.
“Service Fees” means the fee types that are eligible for Financial Incentives. The Service Fees are set forth in Exhibit A.
- Partner Tiers and Benefits.
- Partner Tiers. Each Program has different tiers with associated requirements and benefits (“Partner Tiers”) for which Partner may qualify. The requirements to qualify for each Partner Tier (“Partner Tier Requirements”) are set forth in Exhibit B. Partner’s satisfaction of the Partner Tier Requirements and resulting Partner Tier will be determined based on Partner’s qualifying activities during the prior calendar year. If Partner qualifies for a higher Partner Tier during the current calendar year, Partner will be upgraded to the higher Partner Tier effective the following calendar month. If Partner fails to maintain the Partner Tier Requirements associated with Partner’s current Partner Tier, Partner will be downgraded to a lower Partner Tier at the end of the current calendar year. At the start of Partner’s Initial Term, Partner will be a Registered Partner. “Registered Partner” means a partner enrolled in a Program that does not qualify for any Partner Tier. If Partner qualifies for a higher Partner Tier under Avalara for Technology Partners, Partner will be upgraded to the corresponding Partner Tier under Avalara for Accountants or Avalara for Consulting Partners regardless of whether Partner has met the associated Partner Tier Requirements under the applicable Program.
- Program Benefits. The benefits associated with each Partner Tier of Avalara for Accountants and Avalara for Consulting Partners are set forth in the Avalara Partner Program Guide located at http://www.avalara.com/partner/program-guide.html (“Program Guide”).
- Modifications to Program Guide. Avalara may modify the Program Guide periodically without notice, with such modifications becoming effective upon the date set forth at the top of the Program Guide. Partner should review the Program Guide regularly to ensure awareness of any modifications.
- Financial Incentives. Subject to these Accountant and Consulting Partner Terms, Partner will earn Financial Incentives when a Customer purchases Services from Avalara, as represented by a Closed Won Opportunity, either (1) after being submitted to Avalara by Partner (“Opportunity Incentive”), or (2) after Partner materially assists in the sale of such Services to the Customer (“Partner-Attached Incentive”).
- Financial Incentive Eligibility.
- General Eligibility. To be eligible to earn any Financial Incentives, the following conditions must be met:
- The Customer’s purchase must not have been ordered through a third party (such as an Avalara reseller or distributor);
- Avalara must have received full payment of all applicable fees from the Customer; and
- Partner must have provided all tax documentation and other information that Avalara needs to make payments to Partner, including Partner’s W-9 or equivalent document.
- Opportunity Incentive. To be eligible to earn an Opportunity Incentive, the following conditions must be met:
- Partner must have submitted the Customer’s contact information and any other information reasonably requested to Avalara through the Partner Portal, directly to the Avalara marketing and sales team, or through other means specifically defined by Avalara;
- Upon Avalara’s request, Partner will provide an introduction to the prospective Customer and any additional assistance as reasonably required;
- At the time Partner submits the Customer’s contact information to Avalara, there must not be an active Opportunity associated with the Customer in Avalara’s lead and customer management system;
- The Customer must purchase Services from Avalara within six months of Partner’s submission of the Customer’s contact information, determined by the effective date of the applicable Order Document;
- Any submission of a Customer’s contact information must be made in good faith based on Partner’s actual contacts with the Customer; and
- If two or more Avalara partners submit the same Customer to Avalara within a six-month period, the first partner to submit the Customer will earn the Opportunity Incentive unless (i) the Opportunity associated with the first partner’s submission is “closed” in Avalara’s systems due to inability to complete a sale, and (ii) the eventual sale is the direct result of the subsequent submission that occurs after the Opportunity is “closed.”
- Partner-Attached Incentive. Avalara may pay Partner a Partner-Attached Incentive calculated using a percentage up to the applicable Financial Incentive Rate set forth in Exhibit A, determined in Avalara’s reasonable discretion based on the extent of Partner’s participation in Avalara’s sales process. Avalara may split the Partner-Attached Incentive among multiple partners that supported the sales process. For a Customer’s purchase to be eligible for a Partner-Attached Incentive, the following conditions must be met:
- No Avalara partner is eligible for Opportunity Incentives for the sale, including Partner.
- The applicable purchase must be made by a New Customer.
- Partner has actively supported Avalara in the sales process, including participating in sales calls (in person or remotely) and advocating for Avalara, as determined by Avalara in its reasonable, good faith discretion.
- Discount Incentives. Partner may elect not to receive Financial Incentives in connection with Partner’s participation in the applicable Program by opting out in the Partner Program Agreement or in a writing signed by the Parties. Instead of receiving Financial Incentives, Partner may direct Avalara to discount the Service Fees associated with purchases by New Customers for which the Partner otherwise would be eligible to receive Opportunity Incentives (“Discount Incentive”). The applicable percentage of the Discount Incentive is set forth in Exhibit A (“Discount Incentive Rate”).
- General Eligibility. To be eligible to earn any Financial Incentives, the following conditions must be met:
- Calculation.
- Financial Incentives are calculated by multiplying the applicable percentage set forth in Exhibit A (“Financial Incentive Rate”) by Net Revenue, except that for Year 1 Financial Incentives for purchases of Services by Existing Customers where the initial term is prorated to be coterminous with the Existing Customer’s other Avalara service subscriptions, such Financial Incentives are calculated by multiplying the applicable Financial Incentive Rate by the annualized amount of the Net Revenue. “Net Revenue” means the gross amount of Service Fees actually received by Avalara from a Customer for the applicable year of Services associated with the applicable Closed Won Opportunity. Net Revenue excludes: (A) subsequently credited charges, refunds, charge backs, or invoice adjustments; (B) charges to a Customer for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (C) charges in connection with a change made to a Customer’s Avalara subscription plan during its subscription term; (D) postage, fax, insurance, or other administrative charges; and (E) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency.
- Except as may otherwise be provided in the Partner Program Agreement, if Partner receives a Financial Incentive under these Accountant and Consulting Terms, Partner will not be eligible to receive financial incentives under any other Partner Program offered by Avalara for the same order of Services.
- If Partner receives a financial incentive under Avalara for Technology Partners at a rate greater than 10%, then Partner’s Financial Incentive Rate under these Accountant and Consulting Partner Terms shall not exceed 20%.
- Multi-Year Opportunity Incentives. In order to receive multi-year Opportunity Incentives as set forth in Exhibit A, Partner must (i) occupy an applicable Partner Tier at the time a Customer purchase results in a Closed Won Opportunity and (ii) maintain that Partner Tier in subsequent calendar years to receive the available multi-year Opportunity Incentives in those calendar years. If Partner is downgraded to a lower Partner Tier, it will not receive multi-year Opportunity Incentives associated with its previous, higher Partner Tier for Closed Won Opportunities closed prior to downgrading. Rather, for Closed Won Opportunities closed prior to downgrading, Partner will receive the applicable multi-year Opportunity Incentives, if any, associated with its current Partner Tier as if Partner had been in that Partner Tier at the time such Closed Won Opportunities were closed. If Partner re-qualifies for a higher Partner Tier from which Partner was previously downgraded, Partner will not receive multi-year Opportunity Incentives associated with the higher Partner Tier for Closed Won Opportunities closed prior to downgrading. For example, if Partner is in the Premier Partner Tier and earns an Opportunity Incentive for a Closed Won Opportunity involving a New Customer, Partner will receive the Year 1 Opportunity Incentive associated with the Premier Partner Tier. If Partner is downgraded to the Preferred Partner Tier the following calendar year, it will receive the Year 2 Opportunity Incentive associated with the Preferred Partner Tier for the Closed Won Opportunity from the previous year. Notwithstanding the forgoing, if Partner earns an Opportunity Incentive for a Closed Won Opportunity while in a lower Partner Tier, and then qualifies for a higher Partner Tier, Partner will continue to receive the multi-year Opportunity Incentive, if any, associated with the lower Partner Tier for the Closed Won Opportunity that was closed while Partner was in the lower Partner Tier.
- Financial Incentive Eligibility.
- Marketing.
- Avalara shall make available to Partner a variety of graphic and textual images that serve to identify Partner as a member of the applicable Program (“Avalara Images”), which may be used in hypertext links from Partner’s website to Avalara’s website (“Avalara Links”) and for marketing the Services. Partner may, subject to the terms and conditions herein, display Avalara Links as often and in as many areas on Partner’s website as Partner desires; however, the Avalara Links must land on the page on Avalara’s website designated by Avalara. Partner shall not use Avalara Images or Avalara Links to direct traffic to any other website or page. Partner shall cooperate fully with Avalara in establishing and maintaining Avalara Links. Partner shall only display Avalara Images provided to Partner by Avalara. Avalara may change or remove Avalara Images from time to time in its sole discretion, and Partner shall promptly update its website and any affected Avalara Links.
- Partner shall make available to Avalara a variety of graphic and textual images that serve to identify Avalara as its partner (“Partner Images”), which may be used in hypertext links from Avalara’s website to Partner’s website (“Partner Links”) and for marketing Partner’s services. Avalara may, subject to the terms and conditions herein, display Partner Links as often and in as many areas on Avalara’s website as Avalara desires; however, Partner Links must land on the page on Partner’s website designated by Partner. Avalara shall not use Partner Images or Partner Links to direct traffic to any other web site or page. Avalara shall cooperate fully with Partner in establishing and maintaining Partner Links. Avalara shall only display Partner Images provided to Avalara by Partner. Partner may change or remove Partner Images from time to time in its sole discretion, and Avalara shall promptly update its website and any affected Partner Links.
- Each Party may add codes (“Business Partner Codes”) to its own graphic and textual images and links to identify the other Party as the originator of any Lead or Partner-Lead on the condition that Business Partner Codes do not, in any way, alter the look, feel, or functionality of the other Party’s website(s). Neither Party shall modify the Business Partner Codes added by the other Party.
- If a Party wishes to create, publish, distribute, or permit any other material that makes reference to the other Party, such Party must first obtain the other Party’s express written consent, which may be granted or withheld in the other Party’s sole discretion.
- Fees and Payment.
- Payment. Avalara will pay Financial Incentive payments (“Payment(s)”) within 30 days from the end of the calendar month in which Avalara invoiced the applicable Customer. For example, if Avalara invoices a Customer for a qualifying sale in May, Avalara will pay Partner the Financial Incentive based on such invoice by June 30th. Avalara will track qualifying sales to Customers and make those reports available to Partner via the Partner Portal. The form, content, and frequency of the reports may vary from time to time in Avalara’s sole discretion.
- Offsets and Refunds. Subject to Section 5(d) (Claims) below, Avalara may deduct or offset amounts owed by Partner to Avalara from any Payments. Partner may owe amounts to Avalara as a result of a Financial Incentive paid for an order of Services where Avalara never receives payment from the Customer, for a Financial Incentive paid for an order of Services that is subsequently refunded to a customer, or for amounts paid to Partner in error, among others. If the amount owed by Partner under this section exceeds the Payments owed to Partner, Partner will pay Avalara such excess amount owed within 30 calendar days of the date of Avalara’s invoice.
- Taxes. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. If withholding of any tax is required under applicable law in respect of any payment by Avalara to Partner hereunder, Avalara will: (i) withhold the appropriate amount from such payment, and (ii) remit such amount to the relevant authorities in accordance with applicable laws.
- Claims. Any claim for any unpaid, underpaid, or overpaid Financial Incentives made by either Party must be submitted to the other Party in writing within 12 months after the event giving rise to the claim. Following the expiration of that 12-month period, each Party agrees to waive any and all rights to assert a claim for such unpaid, underpaid, or overpaid Financial Incentives.
- Avalara Affiliates. If and to the extent the applicable Services are provided to a Customer by Avalara’s Affiliate, Avalara or its Affiliate may make Payments to Partner.
- Modification. Avalara may modify these Accountant and Consulting Partner Terms, including, for example, Exhibit A attached hereto. If Avalara modifies these Accountant and Consulting Partner Terms, it will provide written notice to Partner of those modifications at least 30 days prior to the effectiveness of the modifications.
- Term. The initial term of Partner’s participation in the applicable Program (“Partner’s Program Enrollment”) will begin on the Effective Date of the Partner Program Agreement and will continue until December 31st of that calendar year (the “Initial Term”). At the end of the then-current Initial Term or Renewal Term, Partner’s Program Enrollment will automatically renew for an additional one-year period (a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party. The Initial Term and each Renewal Term are collectively referred to as the “Term”.
- Termination.
- For Convenience. Either Party may terminate Partner’s Program Enrollment at any time, with or without cause, by giving the other Party written notice of termination. Partner is eligible to earn Opportunity Incentives and Partner-Attached Opportunities only for orders that are placed by Customers during the Term, and Opportunity Incentives earned through the date of termination will remain payable only if the orders are not canceled or returned. Avalara may withhold Partner’s final payment for a reasonable time to ensure that the correct amount is paid.
- Material Breach. Either Party may immediately terminate Partner’s Program Enrollment for cause by giving written notice of termination to the other if the other Party materially breaches any of its contractual obligations related to Partner’s participation in the applicable Program and does not cure the breach within 30 calendar days after the non-breaching Party gives written notice to the breaching Party.
- Effect of Termination or Expiration. Except as otherwise provided in these Accountant and Consulting Partner Terms or the General Partner Terms, upon termination or expiration of Partner’s Program Enrollment:
- All rights and licenses granted in connection with Partner’s participation in the applicable Program will immediately cease;
- Each Party will immediately stop using and either destroy or delete any Confidential Information provided by the other Party under in connection with Partner’s participation in the applicable Program, other than Confidential Information in automatic computer backups or that must be retained for regulatory, legal, or audit purposes or for compliance with its document retention policies, provided that any retained Confidential Information will be subject to the confidentiality provisions of the General Partner Terms for as long as it is retained; and
- Those provisions these Accountant and Consulting Partner Terms, General Partner Terms, and Partner Program Agreement that by their nature should survive termination or expiration will survive, including, but not limited to, ownership provisions, confidentiality, disclaimers, indemnities, and limitations of liability.
Exhibit A: Financial and Discount Incentive Rates
Opportunity Incentive Rates
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | Registered | |
New Customer Opportunity Incentive Rates | 40% Year 1 20% Year 2 10% Year 3 | 40% Year 1 10% Year 2 | 20% Year 1 | 20% Year 1 |
Existing Customer Opportunity Incentive Rates | 20% Year 1 | 20% Year 1 | 10% Year 1 | 0% |
OR Discount Incentive | 20% Year 1 | 20% Year 1 | 20% Year 1 | 20% Year 1 |
“Year 1” means a Customer’s initial subscription term for the applicable Service.
“Year 2” means a Customer’s first renewal subscription term for the applicable Service.
“Year 3” means a Customer’s second renewal subscription term for the applicable Service.
Partner-Attached Incentive Rates
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | Registered | |
New Customer Partner-Attached Incentive Rates | 30% One Time | 30% One Time | 15% One Time | 15% One Time |
Services and Service Fees
Service | Service Fee |
Avalara 1099 & W9 |
|
AvaTax |
|
| Avalara Tax Content (formerly known as Content Generation for POS) |
|
Item Classification |
|
Exemption Certificate Management (ECM) |
|
Avalara Returns |
|
Avalara License Management |
|
VAT Reporting |
|
Managed VAT Reporting** |
|
AvaTax for Communications |
|
Avalara for Energy |
|
Avalara for Tobacco |
|
Content |
|
Avalara India |
|
Avalara e-Invoicing and Live Reporting |
|
Avalara Property Tax |
|
Avalara-led Support |
|
* Partner is eligible to receive Financial Incentives for these Services and Service Fees only for purchases made through an Order Document and not for purchases made through the Track1099 by Avalara website.
** Opportunity Incentive Rates and Partner-Attached Incentive Rates are capped at 20%.
Exhibit B
Partner Tier Requirements
- Additional Definitions.
“Annual Business Plan” means a detailed marketing and sales plan to promote the Services established jointly by the Parties that is reviewed and revised on an annual basis. To satisfy the applicable Partner Tier Requirement, Partner must participate in regular reviews of the Parties’ activities performed in accordance with the Partner Business Plan.
“Marketing Contact” means a representative of Partner that has been assigned to work with Avalara to market the Services.
“Certified Implementation Expert” means a representative of Partner that has successfully completed the Avalara Certified Implementation Expert Training.
“Invoiced Fees” means the gross amount to be invoiced by Avalara for the Year 1 service fees for any Avalara services (including those not set forth in Exhibit A) set forth in the applicable Order Document of a Customer, excluding: (a) charges to a Customer for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (b) charges in connection with a change made to a Customer’s Avalara subscription plan during its subscription term; (c) postage, fax, insurance, or other administrative charges; and (d) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency. Avalara may, at its sole discretion, include in its calculation of Invoiced Fees the gross amount invoiced for the first year’s service fees for Avalara services purchased by new customers through third-party resellers or distributors as a result of Partner’s referral activities, subject to the exclusions set forth above.
“Joint Customer Success Story” means a case study, testimonial, or other marketing asset created and agreed upon jointly by Avalara and Partner that focuses on a mutual customer’s experience using the Services.
“Partner Executive Sponsorship” means Partner provides an executive-level employee to work with Avalara’s executive team.
“Partner-Registered Opportunity” means an Opportunity that has been qualified by Partner according to Avalara’s requirements and subsequently submitted to Avalara by Partner in accordance with the requirements of the applicable Program. Opportunities generated by Partner-led marketing activities without further Partner qualifying activities are not Partner-Registered Opportunities.
“Trained Representative” means a representative of Partner that has completed certain required annual trainings, as determined by Avalara and made available through the Partner Portal.
- Partner Tier Requirements for Avalara for Consulting Partners.
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | |
Invoiced Fees | ≥ $250,000 | ≥ $100,000 | ≥ $15,000 |
Partner-Registered Opportunities | 6+ | 4+ | 2+ |
Annual Business Plan | Required, with quarterly check-ins | Required, with quarterly check-ins | Optional |
Partner Executive Sponsorship | Required | Recommended only | Not Required |
Joint Customer Success Story | 1 | Recommended only | Recommended only |
Certified Implementation Expert | 2+ | 1 | 0 |
Marketing Contact | Required | Required | Not Required |
- Partner Tier Requirements for Avalara for Accountants.
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | |
Invoiced Fees* | ≥ $250,000 | ≥ $100,000 | ≥ $15,000 |
Partner-Registered Opportunities | 6+ | 4+ | 2+ |
Annual Business Planning | Required, with quarterly check-ins | Required, with quarterly check-ins | Optional |
Partner Executive Sponsor | Required | Recommended only | Not Required |
Trained Representative and/or Certified Implementation Expert | 4+ | 2+ | Not Required |
* Year 1 subscription fees for Partner’s purchase of Managed Returns for Accountants, Tax Research for Accountants, Avalara 1099 & W-9, and License Management for Accountants count towards Partner’s Invoiced Fees but not Partner-Registered Opportunities.
Effective July 10th 2024 to December 31st 2024
DownloadTable of Contents
These Avalara for Accountants and Avalara for Consulting Partners Terms and Conditions (“Accountant and Consulting Partner Terms”) govern Avalara’s offering of, and Partner’s participation in, Avalara for Accountants and Avalara for Consulting Partners, as applicable (each a “Program”), and are in addition to and incorporate by reference the Avalara Partner Program General Terms and Conditions (located at http://partners.avalara.com/partnergeneralterms) (the “General Partner Terms”), as well as the Avalara Partner Program Agreement between Avalara and Partner (the “Partner Program Agreement”). The Partner Program Agreement identifies the Programs in which Partner has elected to participate. Terms not defined in these Accountant and Consulting Partner Terms are defined in the General Partner Terms or the Partner Program Agreement. If a provision of these Accountant and Consulting Partner Terms conflict with the General Partner Terms or the Partner Program Agreement, the Partner Program Agreement shall govern, followed by these Accountant and Consulting Partner Terms, and, lastly, the General Partner Terms.
- Definitions. The capitalized terms used herein have the meanings set forth below:
“Closed Won Opportunity” means an Opportunity that Avalara successfully moves to “closed won” in Avalara’s lead and customer management system in connection with a Customer’s purchase of Services from Avalara.
“Customer” means a customer (other than Partner) that purchases new Services from Avalara as a result of Partner’s qualifying activities under the applicable Program.
“Existing Customer” means a current customer of Avalara that purchases new Services from Avalara as a result of Partner’s qualifying activities under the applicable Program.
“Financial Incentives” means the amounts payable to Partner by Avalara as compensation for a Customer’s purchase of Avalara’s Services in accordance with Section 3 below.
“New Customer” means a new or former customer of Avalara that purchases new Services from Avalara as a result of Partner’s qualifying activities under the applicable Program.
“Opportunity” means a lead that has been qualified according to Avalara’s requirements as a legitimate business prospect representing the potential sale of Services to New or Existing Customers, and that has been entered into Avalara’s lead and customer management system as an active opportunity.
“Service” means the new, additional, or add-on software or service provided to a New or Existing Customer by Avalara that is eligible for Financial Incentives (excluding any upgrades). The Services are set forth in Exhibit A.
“Service Fees” means the fee types that are eligible for Financial Incentives. The Service Fees are set forth in Exhibit A.
- Partner Tiers and Benefits.
- Partner Tiers. Each Program has different tiers with associated requirements and benefits (“Partner Tiers”) for which Partner may qualify. The requirements to qualify for each Partner Tier (“Partner Tier Requirements”) are set forth in Exhibit B. Partner’s satisfaction of the Partner Tier Requirements and resulting Partner Tier will be determined based on Partner’s qualifying activities during the prior calendar year. If Partner qualifies for a higher Partner Tier during the current calendar year, Partner will be upgraded to the higher Partner Tier effective the following calendar month. If Partner fails to maintain the Partner Tier Requirements associated with Partner’s current Partner Tier, Partner will be downgraded to a lower Partner Tier at the end of the current calendar year. At the start of Partner’s Initial Term, Partner will be a Registered Partner. “Registered Partner” means a partner enrolled in a Program that does not qualify for any Partner Tier.
- Program Benefits. The benefits associated with each Partner Tier of Avalara for Accountants and Avalara for Consulting Partners are set forth in the Avalara Partner Program Guide located at http://www.avalara.com/partner/program-guide.html (“Program Guide”).
- Modifications to Program Guide. Avalara may modify the Program Guide periodically without notice, with such modifications becoming effective upon the date set forth at the top of the Program Guide. Partner should review the Program Guide regularly to ensure awareness of any modifications.
- Financial Incentives. Subject to these Accountant and Consulting Partner Terms, Partner will earn Financial Incentives when a Customer purchases Services from Avalara, as represented by a Closed Won Opportunity, either (1) after being submitted to Avalara by Partner (“Opportunity Incentive”), or (2) after Partner materially assists in the sale of such Services to the Customer (“Partner-Attached Incentive”).
- Financial Incentive Eligibility.
- General Eligibility. To be eligible to earn any Financial Incentives, the following conditions must be met:
- The Customer’s purchase must not have been ordered through a third party (such as an Avalara reseller or distributor);
- Avalara must have received full payment of all applicable fees from the Customer; and
- Partner must have provided all tax documentation and other information that Avalara needs to make payments to Partner, including Partner’s W-9 or equivalent document.
- Opportunity Incentive. To be eligible to earn an Opportunity Incentive, the following conditions must be met:
- Partner must have submitted the Customer’s contact information and any other information reasonably requested to Avalara through the Partner Portal, directly to the Avalara marketing and sales team, or through other means specifically defined by Avalara;
- Upon Avalara’s request, Partner will provide an introduction to the prospective Customer and any additional assistance as reasonably required;
- At the time Partner submits the Customer’s contact information to Avalara, there must not be an active Opportunity associated with the Customer in Avalara’s lead and customer management system;
- The Customer must purchase Services from Avalara within six months of Partner’s submission of the Customer’s contact information, determined by the effective date of the applicable Order Document;
- Any submission of a Customer’s contact information must be made in good faith based on Partner’s actual contacts with the Customer; and
- If two or more Avalara partners submit the same Customer to Avalara within a six-month period, the first partner to submit the Customer will earn the Opportunity Incentive unless (i) the Opportunity associated with the first partner’s submission is “closed” in Avalara’s systems due to inability to complete a sale, and (ii) the eventual sale is the direct result of the subsequent submission that occurs after the Opportunity is “closed.”
- Partner-Attached Incentive. Avalara may pay Partner a Partner-Attached Incentive calculated using a percentage up to the applicable Financial Incentive Rate set forth in Exhibit A, determined in Avalara’s reasonable discretion based on the extent of Partner’s participation in Avalara’s sales process. Avalara may split the Partner-Attached Incentive among multiple partners that supported the sales process. For a Customer’s purchase to be eligible for a Partner-Attached Incentive, the following conditions must be met:
- No Avalara partner is eligible for Opportunity Incentives for the sale, including Partner.
- The applicable purchase must be made by a New Customer.
- Partner has actively supported Avalara in the sales process, including participating in sales calls (in person or remotely) and advocating for Avalara, as determined by Avalara in its reasonable, good faith discretion.
- Discount Incentives. Partner may elect not to receive Financial Incentives in connection with Partner’s participation in the applicable Program by opting out in the Partner Program Agreement or in a writing signed by the Parties. Instead of receiving Financial Incentives, Partner may direct Avalara to discount the Service Fees associated with purchases by New Customers for which the Partner otherwise would be eligible to receive Opportunity Incentives (“Discount Incentive”). The applicable percentage of the Discount Incentive is set forth in Exhibit A (“Discount Incentive Rate”).
- General Eligibility. To be eligible to earn any Financial Incentives, the following conditions must be met:
- Calculation.
- Financial Incentives are calculated by multiplying the applicable percentage set forth in Exhibit A (“Financial Incentive Rate”) by Net Revenue, except that for Year 1 Financial Incentives for purchases of Services by Existing Customers where the initial term is prorated to be coterminous with the Existing Customer’s other Avalara service subscriptions, such Financial Incentives are calculated by multiplying the applicable Financial Incentive Rate by the annualized amount of the Net Revenue. “Net Revenue” means the gross amount of Service Fees actually received by Avalara from a Customer for the applicable year of Services associated with the applicable Closed Won Opportunity. Net Revenue excludes: (a) subsequently credited charges, refunds, charge backs, or invoice adjustments; (b) charges to a Customer for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (c) charges in connection with a change made to a Customer’s Avalara subscription plan during its subscription term; (d) postage, fax, insurance, or other administrative charges; and (e) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency.
- Except as may otherwise be provided in the Partner Program Agreement, if Partner receives a Financial Incentive under these Accountant and Consulting Terms, Partner will not be eligible to receive financial incentives under any other Partner Program offered by Avalara for the same order of Services.
- If Partner receives a financial incentive under Avalara for Technology Partners at a rate greater than 10%, then Partner’s Financial Incentive Rate under these Accountant and Consulting Partner Terms shall not exceed 20% for the same order of Services.
- Multi-Year Opportunity Incentives. In order to receive multi-year Opportunity Incentives as set forth in Exhibit A, Partner must (a) occupy an applicable Partner Tier at the time a Customer purchase results in a Closed Won Opportunity and (b) maintain that Partner Tier in subsequent calendar years to receive the available multi-year Opportunity Incentives in those calendar years. If Partner is downgraded to a lower Partner Tier, it will not receive multi-year Opportunity Incentives associated with its previous, higher Partner Tier for Closed Won Opportunities closed prior to downgrading. Rather, for Closed Won Opportunities closed prior to downgrading, Partner will receive the applicable multi-year Opportunity Incentives, if any, associated with its current Partner Tier as if Partner had been in that Partner Tier at the time such Closed Won Opportunities were closed. If Partner re-qualifies for a higher Partner Tier from which Partner was previously downgraded, Partner will not receive multi-year Opportunity Incentives associated with the higher Partner Tier for Closed Won Opportunities closed prior to downgrading. For example, if Partner is in the Premier Partner Tier and earns an Opportunity Incentive for a Closed Won Opportunity involving a New Customer, Partner will receive the Year 1 Opportunity Incentive associated with the Premier Partner Tier. If Partner is downgraded to the Preferred Partner Tier the following calendar year, it will receive the Year 2 Opportunity Incentive associated with the Preferred Partner Tier for the Closed Won Opportunity from the previous year. Notwithstanding the forgoing, if Partner earns an Opportunity Incentive for a Closed Won Opportunity while in a lower Partner Tier, and then qualifies for a higher Partner Tier, Partner will continue to receive the multi-year Opportunity Incentive, if any, associated with the lower Partner Tier for the Closed Won Opportunity that was closed while Partner was in the lower Partner Tier.
- Financial Incentive Eligibility.
- Marketing.
- Avalara shall make available to Partner a variety of graphic and textual images that serve to identify Partner as a member of the applicable Program (“Avalara Images”), which may be used in hypertext links from Partner’s website to Avalara’s website (“Avalara Links”) and for marketing the Services. Partner may, subject to the terms and conditions herein, display Avalara Links as often and in as many areas on Partner’s website as Partner desires; however, the Avalara Links must land on the page on Avalara’s website designated by Avalara. Partner shall not use Avalara Images or Avalara Links to direct traffic to any other website or page. Partner shall cooperate fully with Avalara in establishing and maintaining Avalara Links. Partner shall only display Avalara Images provided to Partner by Avalara. Avalara may change or remove Avalara Images from time to time in its sole discretion, and Partner shall promptly update its website and any affected Avalara Links.
- Partner shall make available to Avalara a variety of graphic and textual images that serve to identify Avalara as its partner (“Partner Images”), which may be used in hypertext links from Avalara’s website to Partner’s website (“Partner Links”) and for marketing Partner’s services. Avalara may, subject to the terms and conditions herein, display Partner Links as often and in as many areas on Avalara’s website as Avalara desires; however, Partner Links must land on the page on Partner’s website designated by Partner. Avalara shall not use Partner Images or Partner Links to direct traffic to any other web site or page. Avalara shall cooperate fully with Partner in establishing and maintaining Partner Links. Avalara shall only display Partner Images provided to Avalara by Partner. Partner may change or remove Partner Images from time to time in its sole discretion, and Avalara shall promptly update its website and any affected Partner Links.
- Each Party may add codes (“Business Partner Codes”) to its own graphic and textual images and links to identify the other Party as the originator of any Lead or Partner-Lead on the condition that Business Partner Codes do not, in any way, alter the look, feel, or functionality of the other Party’s website(s). Neither Party shall modify the Business Partner Codes added by the other Party.
- If a Party wishes to create, publish, distribute, or permit any other material that makes reference to the other Party, such Party must first obtain the other Party’s express written consent, which may be granted or withheld in the other Party’s sole discretion.
- Fees and Payment.
- Payment. Avalara will pay Financial Incentive payments (“Payment(s)”) within 30 days from the end of the calendar month in which Avalara invoiced the applicable Customer. For example, if Avalara invoices a Customer for a qualifying sale in May, Avalara will pay Partner the Financial Incentive based on such invoice by June 30th. Avalara will track qualifying sales to Customers and make those reports available to Partner via the Partner Portal. The form, content, and frequency of the reports may vary from time to time in Avalara’s sole discretion.
- Offsets and Refunds. Subject to Section 5(d) (Claims) below, Avalara may deduct or offset amounts owed by Partner to Avalara from any Payments. Partner may owe amounts to Avalara as a result of a Financial Incentive paid for an order of Services where Avalara never receives payment from the Customer, for a Financial Incentive paid for an order of Services that is subsequently refunded to a customer, or for amounts paid to Partner in error, among others. If the amount owed by Partner under this section exceeds the Payments owed to Partner, Partner will pay Avalara such excess amount owed within 30 calendar days of the date of Avalara’s invoice.
- Taxes. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. If withholding of any tax is required under applicable law in respect of any payment by Avalara to Partner hereunder, Avalara will: (a) withhold the appropriate amount from such payment, and (b) remit such amount to the relevant authorities in accordance with applicable laws.
- Claims. Any claim for any unpaid, underpaid, or overpaid Financial Incentives made by either Party must be submitted to the other Party in writing within 12 months after the event giving rise to the claim. Following the expiration of that 12-month period, each Party agrees to waive any and all rights to assert a claim for such unpaid, underpaid, or overpaid Financial Incentives.
- Avalara Affiliates. If and to the extent the applicable Services are provided to a Customer by Avalara’s Affiliate, Avalara or its Affiliate may make Payments to Partner.
- Modification. Avalara may modify these Accountant and Consulting Partner Terms, including, for example, Exhibit A attached hereto. If Avalara modifies these Accountant and Consulting Partner Terms, it will provide written notice to Partner of those modifications at least 30 days prior to the effectiveness of the modifications.
- Term. The initial term of Partner’s participation in the applicable Program (“Partner’s Program Enrollment”) will begin on the Effective Date of the Partner Program Agreement and will continue until December 31st of that calendar year (the “Initial Term”). At the end of the then-current Initial Term or Renewal Term, Partner’s Program Enrollment will automatically renew for an additional one-year period (a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party. The Initial Term and each Renewal Term are collectively referred to as the “Term”.
- Termination.
- For Convenience. Either Party may terminate Partner’s Program Enrollment at any time, with or without cause, by giving the other party written notice of termination. Partner is eligible to earn Opportunity Incentives and Partner-Attached Opportunities only for orders that are placed by Customers during the Term, and Opportunity Incentives earned through the date of termination will remain payable only if the orders are not canceled or returned. Avalara may withhold Partner’s final payment for a reasonable time to ensure that the correct amount is paid.
- Material Breach. Either Party may immediately terminate Partner’s Program Enrollment for cause by giving written notice of termination to the other if the other Party materially breaches any of its contractual obligations related to Partner’s participation in the applicable Program and does not cure the breach within 30 calendar days after the non-breaching Party gives written notice to the breaching Party.
- Effect of Termination or Expiration. Except as otherwise provided in these Accountant and Consulting Partner Terms or the General Partner Terms, upon termination or expiration of Partner’s Program Enrollment:
- All rights and licenses granted in connection with Partner’s participation in the applicable Program will immediately cease;
- Each Party will immediately stop using and either destroy or delete any Confidential Information provided by the other Party under in connection with Partner’s participation in the applicable Program, other than Confidential Information in automatic computer backups or that must be retained for regulatory, legal, or audit purposes or for compliance with its document retention policies, provided that any retained Confidential Information will be subject to the confidentiality provisions of the General Partner Terms for as long as it is retained; and
- Those provisions these Accountant and Consulting Partner Terms, General Partner Terms, and Partner Program Agreement that by their nature should survive termination or expiration will survive, including, but not limited to, ownership provisions, confidentiality, disclaimers, indemnities, and limitations of liability.
Exhibit A: Financial and Discount Incentive Rates
Opportunity Incentive Rates
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | Registered | |
New Customer Opportunity Incentive Rates | 40% Year 1 20% Year 2 10% Year 3 | 40% Year 1 10% Year 2 | 20% Year 1 | 20% Year 1 |
Existing Customer Opportunity Incentive Rates | 20% Year 1 | 20% Year 1 | 10% Year 1 | 0% |
OR Discount Incentive | 20% Year 1 | 20% Year 1 | 20% Year 1 | 20% Year 1 |
“Year 1” means a Customer’s initial subscription term for the applicable Service.
“Year 2” means a Customer’s first renewal subscription term for the applicable Service.
“Year 3” means a Customer’s second renewal subscription term for the applicable Service.
Partner-Attached Incentive Rates
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | Registered | |
New Customer Partner-Attached Incentive Rates | 30% One Time | 30% One Time | 15% One Time | 15% One Time |
Services and Service Fees
Service | Service Fee |
Avalara 1099 & W9 |
|
AvaTax |
|
Item Classification |
|
Exemption Certificate Management (ECM) |
|
Avalara Returns |
|
Avalara License Management |
|
VAT Reporting |
|
Managed VAT Reporting** |
|
AvaTax for Communications |
|
Avalara for Energy |
|
Avalara for Tobacco |
|
Content |
|
Avalara India |
|
Avalara e-Invoicing and Live Reporting |
|
Avalara Property Tax |
|
Avalara-led Support |
|
* Partner is eligible to receive Commission for these Services and Service Fees only for purchases made through an Order Document and not for purchases made through the Track1099 by Avalara website.
** Opportunity Incentive Rates and Partner-Attached Incentive Rates are capped at 20%.
Exhibit B
Partner Tier Requirements
- Additional Definitions.
“Annual Business Plan” means a detailed marketing and sales plan to promote the Services established jointly by the Parties that is reviewed and revised on an annual basis. To satisfy the applicable Partner Tier Requirement, Partner must participate in regular reviews of the Parties’ activities performed in accordance with the Partner Business Plan.
“Marketing Contact” means a representative of Partner that has been assigned to work with Avalara to market the Services.
“Certified Implementation Expert” means a representative of Partner that has successfully completed the Avalara Certified Implementation Expert Training.
“Invoiced Fees” means the gross amount to be invoiced by Avalara for the Year 1 service fees for any Avalara services (including those not set forth in Exhibit A) set forth in the applicable Order Document of a New Customer, excluding: (a) charges to a Customer for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (b) charges in connection with a change made to a Customer’s Avalara subscription plan during its subscription term; (c) postage, fax, insurance, or other administrative charges; and (d) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency. Avalara may, at its sole discretion, include in its calculation of Invoiced Fees the gross amount invoiced for the first year’s service fees for Avalara services purchased by new customers through third-party resellers or distributors as a result of Partner’s referral activities, subject to the exclusions set forth above.
“Joint Customer Success Story” means a case study, testimonial, or other marketing asset created and agreed upon jointly by Avalara and Partner that focuses on a mutual customer’s experience using the Services.
“Partner Executive Sponsorship” means Partner provides an executive-level employee to work with Avalara’s executive team.
“Partner-Registered Opportunity” means an Opportunity that has been qualified by Partner according to Avalara’s requirements and subsequently submitted to Avalara by Partner in accordance with the requirements of the applicable Program. Opportunities generated by Partner-led marketing activities without further Partner qualifying activities are not Partner-Registered Opportunities.
“Trained Representative” means a representative of Partner that has completed certain required annual trainings, as determined by Avalara and made available through the Partner Portal.
- Partner Tier Requirements for Avalara for Consulting Partners.
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | |
Invoiced Fees | ≥ $250,000 | ≥ $100,000 | ≥ $15,000 |
Partner-Registered Opportunities, New Customers Only | 6+ | 4+ | 2+ |
Annual Business Plan | Required, with quarterly check-ins | Required, with quarterly check-ins | Optional |
Partner Executive Sponsorship | Required | Recommended only | Not Required |
Joint Customer Success Story | 1 | Recommended only | Recommended only |
Certified Implementation Expert | 2+ | 1 | 0 |
Marketing Contact | Required | Required | Not Required |
- Partner Tier Requirements for Avalara for Accountants.
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | |
Invoiced Fees* | ≥ $250,000 | ≥ $100,000 | ≥ $15,000 |
Partner-Registered Opportunities, New Customers Only | 6+ | 4+ | 2+ |
Annual Business Planning | Required, with quarterly check-ins | Required, with quarterly check-ins | Optional |
Partner Executive Sponsor | Required | Recommended only | Not Required |
Trained Representative and/or Certified Implementation Expert | 4+ | 2+ | Not Required |
* Year 1 subscription fees for Partner’s purchase of Managed Returns for Accountants, Tax Research for Accountants, Avalara 1099 & W-9, and License Management for Accountants count towards Partner’s Invoiced Fees but not Partner-Registered Opportunities.
Effective July 10th 2024 to July 10th 2024
DownloadTable of Contents
These Avalara for Accountants and Avalara for Consulting Partners Terms and Conditions (“Accountant and Consulting Partner Terms”) govern Avalara’s offering of, and Partner’s participation in, Avalara for Accountants and Avalara for Consulting Partners, as applicable (each a “Program”), and are in addition to and incorporate by reference the Avalara Partner Program General Terms and Conditions (located at http://partners.avalara.com/partnergeneralterms) (the “General Partner Terms”), as well as the Avalara Partner Program Agreement between Avalara and Partner (the “Partner Program Agreement”). The Partner Program Agreement identifies the Programs in which Partner has elected to participate. Terms not defined in these Accountant and Consulting Partner Terms are defined in the General Partner Terms or the Partner Program Agreement. If a provision of these Accountant and Consulting Partner Terms conflict with the General Partner Terms or the Partner Program Agreement, the Partner Program Agreement shall govern, followed by these Accountant and Consulting Partner Terms, and, lastly, the General Partner Terms.
- Definitions. The capitalized terms used herein have the meanings set forth below:
“Closed Won Opportunity” means an Opportunity that Avalara successfully moves to “closed won” in Avalara’s lead and customer management system in connection with a Customer’s purchase of Services from Avalara.
“Customer” means a customer (other than Partner) that purchases new Services from Avalara as a result of Partner’s qualifying activities under the applicable Program.
“Existing Customer” means a current customer of Avalara that purchases new Services from Avalara as a result of Partner’s qualifying activities under the applicable Program.
“Financial Incentives” means the amounts payable to Partner by Avalara as compensation for a Customer’s purchase of Avalara’s Services in accordance with Section 3 below.
“New Customer” means a new or former customer of Avalara that purchases new Services from Avalara as a result of Partner’s qualifying activities under the applicable Program.
“Opportunity” means a lead that has been qualified according to Avalara’s requirements as a legitimate business prospect representing the potential sale of Services to New or Existing Customers, and that has been entered into Avalara’s lead and customer management system as an active opportunity.
“Service” means the new, additional, or add-on software or service provided to a New or Existing Customer by Avalara that is eligible for Financial Incentives (excluding any upgrades). The Services are set forth in Exhibit A.
“Service Fees” means the fee types that are eligible for Financial Incentives. The Service Fees are set forth in Exhibit A.
- Partner Tiers and Benefits.
- Partner Tiers. Each Program has different tiers with associated requirements and benefits (“Partner Tiers”) for which Partner may qualify. The requirements to qualify for each Partner Tier (“Partner Tier Requirements”) are set forth in Exhibit B. Partner’s satisfaction of the Partner Tier Requirements and resulting Partner Tier will be determined based on Partner’s qualifying activities during the prior calendar year. If Partner qualifies for a higher Partner Tier during the current calendar year, Partner will be upgraded to the higher Partner Tier effective the following calendar month. If Partner fails to maintain the Partner Tier Requirements associated with Partner’s current Partner Tier, Partner will be downgraded to a lower Partner Tier at the end of the current calendar year. At the start of Partner’s Initial Term, Partner will be a Registered Partner. “Registered Partner” means a partner enrolled in a Program that does not qualify for any Partner Tier.
- Program Benefits. The benefits associated with each Partner Tier of Avalara for Accountants and Avalara for Consulting Partners are set forth in the Avalara Partner Program Guide located at http://www.avalara.com/partner/program-guide.html (“Program Guide”).
- Modifications to Program Guide. Avalara may modify the Program Guide periodically without notice, with such modifications becoming effective upon the date set forth at the top of the Program Guide. Partner should review the Program Guide regularly to ensure awareness of any modifications.
- Financial Incentives. Subject to these Accountant and Consulting Partner Terms, Partner will earn Financial Incentives when a Customer purchases Services from Avalara, as represented by a Closed Won Opportunity, either (1) after being submitted to Avalara by Partner (“Opportunity Incentive”), or (2) after Partner materially assists in the sale of such Services to the Customer (“Partner-Attached Incentive”).
- Financial Incentive Eligibility.
- General Eligibility. To be eligible to earn any Financial Incentives, the following conditions must be met:
- The Customer’s purchase must not have been ordered through a third party (such as an Avalara reseller or distributor);
- Avalara must have received full payment of all applicable fees from the Customer; and
- Partner must have provided all tax documentation and other information that Avalara needs to make payments to Partner, including Partner’s W-9 or equivalent document.
- Opportunity Incentive. To be eligible to earn an Opportunity Incentive, the following conditions must be met:
- Partner must have submitted the Customer’s contact information and any other information reasonably requested to Avalara through the Partner Portal, directly to the Avalara marketing and sales team, or through other means specifically defined by Avalara;
- Upon Avalara’s request, Partner will provide an introduction to the prospective Customer and any additional assistance as reasonably required;
- At the time Partner submits the Customer’s contact information to Avalara, there must not be an active Opportunity associated with the Customer in Avalara’s lead and customer management system;
- The Customer must purchase Services from Avalara within six months of Partner’s submission of the Customer’s contact information, determined by the effective date of the applicable Order Document;
- Any submission of a Customer’s contact information must be made in good faith based on Partner’s actual contacts with the Customer; and
- If two or more Avalara partners submit the same Customer to Avalara within a six-month period, the first partner to submit the Customer will earn the Opportunity Incentive unless (i) the Opportunity associated with the first partner’s submission is “closed” in Avalara’s systems due to inability to complete a sale, and (ii) the eventual sale is the direct result of the subsequent submission that occurs after the Opportunity is “closed.”
- Partner-Attached Incentive. Avalara may pay Partner a Partner-Attached Incentive calculated using a percentage up to the applicable Financial Incentive Rate set forth in Exhibit A, determined in Avalara’s reasonable discretion based on the extent of Partner’s participation in Avalara’s sales process. Avalara may split the Partner-Attached Incentive among multiple partners that supported the sales process. For a Customer’s purchase to be eligible for a Partner-Attached Incentive, the following conditions must be met:
- No Avalara partner is eligible for Opportunity Incentives for the sale, including Partner.
- The applicable purchase must be made by a New Customer.
- Partner has actively supported Avalara in the sales process, including participating in sales calls (in person or remotely) and advocating for Avalara, as determined by Avalara in its reasonable, good faith discretion.
- Discount Incentives. Partner may elect not to receive Financial Incentives in connection with Partner’s participation in the applicable Program by opting out in the Partner Program Agreement or in a writing signed by the Parties. Instead of receiving Financial Incentives, Partner may direct Avalara to discount the Service Fees associated with purchases by New Customers for which the Partner otherwise would be eligible to receive Opportunity Incentives (“Discount Incentive”). The applicable percentage of the Discount Incentive is set forth in Exhibit A (“Discount Incentive Rate”).
- General Eligibility. To be eligible to earn any Financial Incentives, the following conditions must be met:
- Calculation.
- Financial Incentives are calculated by multiplying the applicable percentage set forth in Exhibit A (“Financial Incentive Rate”) by Net Revenue, except that for Year 1 Financial Incentives for purchases of Services by Existing Customers where the initial term is prorated to be coterminous with the Existing Customer’s other Avalara service subscriptions, such Financial Incentives are calculated by multiplying the applicable Financial Incentive Rate by the annualized amount of the Net Revenue. “Net Revenue” means the gross amount of Service Fees actually received by Avalara from a Customer for the applicable year of Services associated with the applicable Closed Won Opportunity. Net Revenue excludes: (a) subsequently credited charges, refunds, charge backs, or invoice adjustments; (b) charges to a Customer for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (c) charges in connection with a change made to a Customer’s Avalara subscription plan during its subscription term; (d) postage, fax, insurance, or other administrative charges; and (e) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency.
- Except as may otherwise be provided in the Partner Program Agreement, if Partner receives a Financial Incentive under these Accountant and Consulting Terms, Partner will not be eligible to receive financial incentives under any other Partner Program offered by Avalara for the same order of Services.
- If Partner receives a financial incentive under Avalara for Technology Partners at a rate greater than 10%, then Partner’s Financial Incentive Rate under these Accountant and Consulting Partner Terms shall not exceed 20% for the same order of Services.
- Multi-Year Opportunity Incentives. In order to receive multi-year Opportunity Incentives as set forth in Exhibit A, Partner must (a) occupy an applicable Partner Tier at the time a Customer purchase results in a Closed Won Opportunity and (b) maintain that Partner Tier in subsequent calendar years to receive the available multi-year Opportunity Incentives in those calendar years. If Partner is downgraded to a lower Partner Tier, it will not receive multi-year Opportunity Incentives associated with its previous, higher Partner Tier for Closed Won Opportunities closed prior to downgrading. Rather, for Closed Won Opportunities closed prior to downgrading, Partner will receive the applicable multi-year Opportunity Incentives, if any, associated with its current Partner Tier as if Partner had been in that Partner Tier at the time such Closed Won Opportunities were closed. If Partner re-qualifies for a higher Partner Tier from which Partner was previously downgraded, Partner will not receive multi-year Opportunity Incentives associated with the higher Partner Tier for Closed Won Opportunities closed prior to downgrading. For example, if Partner is in the Premier Partner Tier and earns an Opportunity Incentive for a Closed Won Opportunity involving a New Customer, Partner will receive the Year 1 Opportunity Incentive associated with the Premier Partner Tier. If Partner is downgraded to the Preferred Partner Tier the following calendar year, it will receive the Year 2 Opportunity Incentive associated with the Preferred Partner Tier for the Closed Won Opportunity from the previous year. Notwithstanding the forgoing, if Partner earns an Opportunity Incentive for a Closed Won Opportunity while in a lower Partner Tier, and then qualifies for a higher Partner Tier, Partner will continue to receive the multi-year Opportunity Incentive, if any, associated with the lower Partner Tier for the Closed Won Opportunity that was closed while Partner was in the lower Partner Tier.
- Financial Incentive Eligibility.
- Marketing.
- Avalara shall make available to Partner a variety of graphic and textual images that serve to identify Partner as a member of the applicable Program (“Avalara Images”), which may be used in hypertext links from Partner’s website to Avalara’s website (“Avalara Links”) and for marketing the Services. Partner may, subject to the terms and conditions herein, display Avalara Links as often and in as many areas on Partner’s website as Partner desires; however, the Avalara Links must land on the page on Avalara’s website designated by Avalara. Partner shall not use Avalara Images or Avalara Links to direct traffic to any other website or page. Partner shall cooperate fully with Avalara in establishing and maintaining Avalara Links. Partner shall only display Avalara Images provided to Partner by Avalara. Avalara may change or remove Avalara Images from time to time in its sole discretion, and Partner shall promptly update its website and any affected Avalara Links.
- Partner shall make available to Avalara a variety of graphic and textual images that serve to identify Avalara as its partner (“Partner Images”), which may be used in hypertext links from Avalara’s website to Partner’s website (“Partner Links”) and for marketing Partner’s services. Avalara may, subject to the terms and conditions herein, display Partner Links as often and in as many areas on Avalara’s website as Avalara desires; however, Partner Links must land on the page on Partner’s website designated by Partner. Avalara shall not use Partner Images or Partner Links to direct traffic to any other web site or page. Avalara shall cooperate fully with Partner in establishing and maintaining Partner Links. Avalara shall only display Partner Images provided to Avalara by Partner. Partner may change or remove Partner Images from time to time in its sole discretion, and Avalara shall promptly update its website and any affected Partner Links.
- Each Party may add codes (“Business Partner Codes”) to its own graphic and textual images and links to identify the other Party as the originator of any Lead or Partner-Lead on the condition that Business Partner Codes do not, in any way, alter the look, feel, or functionality of the other Party’s website(s). Neither Party shall modify the Business Partner Codes added by the other Party.
- If a Party wishes to create, publish, distribute, or permit any other material that makes reference to the other Party, such Party must first obtain the other Party’s express written consent, which may be granted or withheld in the other Party’s sole discretion.
- Fees and Payment.
- Payment. Avalara will pay Financial Incentive payments (“Payment(s)”) within 30 days from the end of the calendar month in which Avalara invoiced the applicable Customer. For example, if Avalara invoices a Customer for a qualifying sale in May, Avalara will pay Partner the Financial Incentive based on such invoice by June 30th. Avalara will track qualifying sales to Customers and make those reports available to Partner via the Partner Portal. The form, content, and frequency of the reports may vary from time to time in Avalara’s sole discretion.
- Offsets and Refunds. Subject to Section 5(d) (Claims) below, Avalara may deduct or offset amounts owed by Partner to Avalara from any Payments. Partner may owe amounts to Avalara as a result of a Financial Incentive paid for an order of Services where Avalara never receives payment from the Customer, for a Financial Incentive paid for an order of Services that is subsequently refunded to a customer, or for amounts paid to Partner in error, among others. If the amount owed by Partner under this section exceeds the Payments owed to Partner, Partner will pay Avalara such excess amount owed within 30 calendar days of the date of Avalara’s invoice.
- Taxes. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. If withholding of any tax is required under applicable law in respect of any payment by Avalara to Partner hereunder, Avalara will: (a) withhold the appropriate amount from such payment, and (b) remit such amount to the relevant authorities in accordance with applicable laws.
- Claims. Any claim for any unpaid, underpaid, or overpaid Financial Incentives made by either Party must be submitted to the other Party in writing within 12 months after the event giving rise to the claim. Following the expiration of that 12-month period, each Party agrees to waive any and all rights to assert a claim for such unpaid, underpaid, or overpaid Financial Incentives.
- Avalara Affiliates. If and to the extent the applicable Services are provided to a Customer by Avalara’s Affiliate, Avalara or its Affiliate may make Payments to Partner.
- Modification. Avalara may modify these Accountant and Consulting Partner Terms, including, for example, Exhibit A attached hereto. If Avalara modifies these Accountant and Consulting Partner Terms, it will provide written notice to Partner of those modifications at least 30 days prior to the effectiveness of the modifications.
- Term. The initial term of Partner’s participation in the applicable Program (“Partner’s Program Enrollment”) will begin on the Effective Date of the Partner Program Agreement and will continue until December 31st of that calendar year (the “Initial Term”). At the end of the then-current Initial Term or Renewal Term, Partner’s Program Enrollment will automatically renew for an additional one-year period (a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party. The Initial Term and each Renewal Term are collectively referred to as the “Term”.
- Termination.
- For Convenience. Either Party may terminate Partner’s Program Enrollment at any time, with or without cause, by giving the other party written notice of termination. Partner is eligible to earn Opportunity Incentives and Partner-Attached Opportunities only for orders that are placed by Customers during the Term, and Opportunity Incentives earned through the date of termination will remain payable only if the orders are not canceled or returned. Avalara may withhold Partner’s final payment for a reasonable time to ensure that the correct amount is paid.
- Material Breach. Either Party may immediately terminate Partner’s Program Enrollment for cause by giving written notice of termination to the other if the other Party materially breaches any of its contractual obligations related to Partner’s participation in the applicable Program and does not cure the breach within 30 calendar days after the non-breaching Party gives written notice to the breaching Party.
- Effect of Termination or Expiration. Except as otherwise provided in these Accountant and Consulting Partner Terms or the General Partner Terms, upon termination or expiration of Partner’s Program Enrollment:
- All rights and licenses granted in connection with Partner’s participation in the applicable Program will immediately cease;
- Each Party will immediately stop using and either destroy or delete any Confidential Information provided by the other Party under in connection with Partner’s participation in the applicable Program, other than Confidential Information in automatic computer backups or that must be retained for regulatory, legal, or audit purposes or for compliance with its document retention policies, provided that any retained Confidential Information will be subject to the confidentiality provisions of the General Partner Terms for as long as it is retained; and
- Those provisions these Accountant and Consulting Partner Terms, General Partner Terms, and Partner Program Agreement that by their nature should survive termination or expiration will survive, including, but not limited to, ownership provisions, confidentiality, disclaimers, indemnities, and limitations of liability.
Exhibit A: Financial and Discount Incentive Rates
Opportunity Incentive Rates
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | Registered | |
New Customer Opportunity Incentive Rates | 40% Year 1 20% Year 2 10% Year 3 | 40% Year 1 10% Year 2 | 20% Year 1 | 20% Year 1 |
Existing Customer Opportunity Incentive Rates | 20% Year 1 | 20% Year 1 | 10% Year 1 | 0% |
OR Discount Incentive | 20% Year 1 | 20% Year 1 | 20% Year 1 | 20% Year 1 |
“Year 1” means a Customer’s initial subscription term for the applicable Service.
“Year 2” means a Customer’s first renewal subscription term for the applicable Service.
“Year 3” means a Customer’s second renewal subscription term for the applicable Service.
Partner-Attached Incentive Rates
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | Registered | |
New Customer Partner-Attached Incentive Rates | 30% One Time | 30% One Time | 15% One Time | 15% One Time |
Services and Service Fees
Service | Service Fee |
Avalara 1099 & W9 |
|
AvaTax |
|
Item Classification |
|
Exemption Certificate Management (ECM) |
|
Avalara Returns |
|
Avalara License Management |
|
VAT Reporting |
|
Managed VAT Reporting** |
|
AvaTax for Communications |
|
Avalara for Energy |
|
Avalara for Tobacco |
|
Content |
|
Avalara India |
|
Avalara e-Invoicing and Live Reporting |
|
Avalara Property Tax |
|
Avalara-led Support |
|
* Partner is eligible to receive Commission for these Services and Service Fees only for purchases made through an Order Document and not for purchases made through the Track1099 by Avalara website.
** Opportunity Incentive Rates and Partner-Attached Incentive Rates are capped at 20%.
Exhibit B
Partner Tier Requirements
- Additional Definitions.
“Annual Business Plan” means a detailed marketing and sales plan to promote the Services established jointly by the Parties that is reviewed and revised on an annual basis. To satisfy the applicable Partner Tier Requirement, Partner must participate in regular reviews of the Parties’ activities performed in accordance with the Partner Business Plan.
“Marketing Contact” means a representative of Partner that has been assigned to work with Avalara to market the Services.
“Certified Implementation Expert” means a representative of Partner that has successfully completed the Avalara Certified Implementation Expert Training.
“Invoiced Fees” means the gross amount to be invoiced by Avalara for the Year 1 service fees for any Avalara services (including those not set forth in Exhibit A) set forth in the applicable Order Document of a New Customer, excluding: (a) charges to a Customer for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (b) charges in connection with a change made to a Customer’s Avalara subscription plan during its subscription term; (c) postage, fax, insurance, or other administrative charges; and (d) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency. Avalara may, at its sole discretion, include in its calculation of Invoiced Fees the gross amount invoiced for the first year’s service fees for Avalara services purchased by new customers through third-party resellers or distributors as a result of Partner’s referral activities, subject to the exclusions set forth above.
“Joint Customer Success Story” means a case study, testimonial, or other marketing asset created and agreed upon jointly by Avalara and Partner that focuses on a mutual customer’s experience using the Services.
“Partner Executive Sponsorship” means Partner provides an executive-level employee to work with Avalara’s executive team.
“Partner-Registered Opportunity” means an Opportunity that has been qualified by Partner according to Avalara’s requirements and subsequently submitted to Avalara by Partner in accordance with the requirements of the applicable Program. Opportunities generated by Partner-led marketing activities without further Partner qualifying activities are not Partner-Registered Opportunities.
“Trained Representative” means a representative of Partner that has completed certain required annual trainings, as determined by Avalara and made available through the Partner Portal.
- Partner Tier Requirements for Avalara for Consulting Partners.
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | |
Invoiced Fees | ≥ $250,000 | ≥ $100,000 | ≥ $15,000 |
Partner-Registered Opportunities, New Customers Only | 6+ | 4+ | 2+ |
Annual Business Plan | Required, with quarterly check-ins | Required, with quarterly check-ins | Optional |
Partner Executive Sponsorship | Required | Recommended only | Not Required |
Joint Customer Success Story | 1 | Recommended only | Recommended only |
Certified Implementation Expert | 2+ | 1 | 0 |
Marketing Contact | Required | Required | Not Required |
- Partner Tier Requirements for Avalara for Accountants.
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | |
Invoiced Fees* | ≥ $250,000 | ≥ $100,000 | ≥ $15,000 |
Partner-Registered Opportunities, New Customers Only | 6+ | 4+ | 2+ |
Annual Business Planning | Required, with quarterly check-ins | Required, with quarterly check-ins | Optional |
Partner Executive Sponsor | Required | Recommended only | Not Required |
Trained Representative and/or Certified Implementation Expert | 4+ | 2+ | Not Required |
* Year 1 subscription fees for Partner’s purchase of Managed Returns for Accountants, Tax Research for Accountants, Avalara 1099 & W-9, and License Management for Accountants count towards Partner’s Invoiced Fees but not Partner-Registered Opportunities.
Effective January 1st 2024 to July 10th 2024
DownloadTable of Contents
These Avalara for Accountants and Avalara for Consulting Partners Terms and Conditions (“Accountant and Consulting Partner Terms”) govern Avalara’s offering of, and Partner’s participation in, Avalara for Accountants and Avalara for Consulting Partners, as applicable (each a “Program”), and are in addition to and incorporate by reference the Avalara Partner Program General Terms and Conditions (located at http://partners.avalara.com/partnergeneralterms) (the “General Partner Terms”), as well as the Avalara Partner Program Agreement between Avalara and Partner (the “Partner Program Agreement”). The Partner Program Agreement identifies the Programs in which Partner has elected to participate. Terms not defined in these Accountant and Consulting Partner Terms are defined in the General Partner Terms or the Partner Program Agreement. If a provision of these Accountant and Consulting Partner Terms conflict with the General Partner Terms or the Partner Program Agreement, the Partner Program Agreement shall govern, followed by these Accountant and Consulting Partner Terms, and, lastly, the General Partner Terms.
- Definitions. The capitalized terms used herein have the meanings set forth below:
“Closed Won Opportunity” means an Opportunity that Avalara successfully moves to “closed won” in Avalara’s lead and customer management system in connection with a Customer’s purchase of Services from Avalara.
“Customer” means a customer (other than Partner) that purchases new Services from Avalara as a result of Partner’s qualifying activities under the applicable Program.
“Existing Customer” means a current customer of Avalara that purchases new Services from Avalara as a result of Partner’s qualifying activities under the applicable Program.
“Financial Incentives” means the amounts payable to Partner by Avalara as compensation for a Customer’s purchase of Avalara’s Services in accordance with Section 3 below.
“New Customer” means a new or former customer of Avalara that purchases new Services from Avalara as a result of Partner’s qualifying activities under the applicable Program.
“Opportunity” means a lead that has been qualified according to Avalara’s requirements as a legitimate business prospect representing the potential sale of Services to New or Existing Customers, and that has been entered into Avalara’s lead and customer management system as an active opportunity.
“Service” means the new, additional, or add-on software or service provided to a New or Existing Customer by Avalara that is eligible for Financial Incentives (excluding any upgrades). The Services are set forth in Exhibit A.
“Service Fees” means the fee types that are eligible for Financial Incentives. The Service Fees are set forth in Exhibit A.
- Partner Tiers and Benefits.
- Partner Tiers. Each Program has different tiers with associated requirements and benefits (“Partner Tiers”) for which Partner may qualify. The requirements to qualify for each Partner Tier (“Partner Tier Requirements”) are set forth in Exhibit B. Partner’s satisfaction of the Partner Tier Requirements and resulting Partner Tier will be determined based on Partner’s qualifying activities during the prior calendar year. If Partner qualifies for a higher Partner Tier during the current calendar year, Partner will be upgraded to the higher Partner Tier effective the following calendar month. If Partner fails to maintain the Partner Tier Requirements associated with Partner’s current Partner Tier, Partner will be downgraded to a lower Partner Tier at the end of the current calendar year. At the start of Partner’s Initial Term, Partner will be a Registered Partner. “Registered Partner” means a partner enrolled in a Program that does not qualify for any Partner Tier.
- Program Benefits. The benefits associated with each Partner Tier of Avalara for Accountants and Avalara for Consulting Partners are set forth in the Avalara Partner Program Guide located at http://www.avalara.com/partner/program-guide.html (“Program Guide”).
- Modifications to Program Guide. Avalara may modify the Program Guide periodically without notice, with such modifications becoming effective upon the date set forth at the top of the Program Guide. Partner should review the Program Guide regularly to ensure awareness of any modifications.
- Financial Incentives. Subject to these Accountant and Consulting Partner Terms, Partner will earn Financial Incentives when a Customer purchases Services from Avalara, as represented by a Closed Won Opportunity, either (1) after being submitted to Avalara by Partner (“Opportunity Incentive”), or (2) after Partner materially assists in the sale of such Services to the Customer (“Partner-Attached Incentive”).
- Financial Incentive Eligibility.
- General Eligibility. To be eligible to earn any Financial Incentives, the following conditions must be met:
- The Customer’s purchase must not have been ordered through a third party (such as an Avalara reseller or distributor);
- Avalara must have received full payment of all applicable fees from the Customer; and
- Partner must have provided all tax documentation and other information that Avalara needs to make payments to Partner, including Partner’s W-9 or equivalent document.
- Opportunity Incentive. To be eligible to earn an Opportunity Incentive, the following conditions must be met:
- Partner must have submitted the Customer’s contact information and any other information reasonably requested to Avalara through the Partner Portal, directly to the Avalara marketing and sales team, or through other means specifically defined by Avalara;
- Upon Avalara’s request, Partner will provide an introduction to the prospective Customer and any additional assistance as reasonably required;
- At the time Partner submits the Customer’s contact information to Avalara, there must not be an active Opportunity associated with the Customer in Avalara’s lead and customer management system;
- The Customer must purchase Services from Avalara within six months of Partner’s submission of the Customer’s contact information, determined by the effective date of the applicable Order Document;
- Any submission of a Customer’s contact information must be made in good faith based on Partner’s actual contacts with the Customer; and
- If two or more Avalara partners submit the same Customer to Avalara within a six-month period, the first partner to submit the Customer will earn the Opportunity Incentive unless (i) the Opportunity associated with the first partner’s submission is “closed” in Avalara’s systems due to inability to complete a sale, and (ii) the eventual sale is the direct result of the subsequent submission that occurs after the Opportunity is “closed.”
- Partner-Attached Incentive. Avalara may pay Partner a Partner-Attached Incentive calculated using a percentage up to the applicable Financial Incentive Rate set forth in Exhibit A, determined in Avalara’s reasonable discretion based on the extent of Partner’s participation in Avalara’s sales process. Avalara may split the Partner-Attached Incentive among multiple partners that supported the sales process. For a Customer’s purchase to be eligible for a Partner-Attached Incentive, the following conditions must be met:
- No Avalara partner is eligible for Opportunity Incentives for the sale, including Partner.
- The applicable purchase must be made by a New Customer.
- Partner has actively supported Avalara in the sales process, including participating in sales calls (in person or remotely) and advocating for Avalara, as determined by Avalara in its reasonable, good faith discretion.
- Discount Incentives. Partner may elect not to receive Financial Incentives in connection with Partner’s participation in the applicable Program by opting out in the Partner Program Agreement or in a writing signed by the Parties. Instead of receiving Financial Incentives, Partner may direct Avalara to discount the Service Fees associated with purchases by New Customers for which the Partner otherwise would be eligible to receive Opportunity Incentives (“Discount Incentive”). The applicable percentage of the Discount Incentive is set forth in Exhibit A (“Discount Incentive Rate”).
- General Eligibility. To be eligible to earn any Financial Incentives, the following conditions must be met:
- Calculation.
- Financial Incentives are calculated by multiplying the applicable percentage set forth in Exhibit A (“Financial Incentive Rate”) by Net Revenue, except that for Year 1 Financial Incentives for purchases of Services by Existing Customers where the initial term is prorated to be coterminous with the Existing Customer’s other Avalara service subscriptions, such Financial Incentives are calculated by multiplying the applicable Financial Incentive Rate by the annualized amount of the Net Revenue. “Net Revenue” means the gross amount of Service Fees actually received by Avalara from a Customer for the applicable year of Services associated with the applicable Closed Won Opportunity. Net Revenue excludes: (a) subsequently credited charges, refunds, charge backs, or invoice adjustments; (b) charges to a Customer for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (c) charges in connection with a change made to a Customer’s Avalara subscription plan during its subscription term; (d) postage, fax, insurance, or other administrative charges; and (e) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency.
- Except as may otherwise be provided in the Partner Program Agreement, if Partner receives a Financial Incentive under these Accountant and Consulting Terms, Partner will not be eligible to receive financial incentives under any other Partner Program offered by Avalara for the same order of Services.
- If Partner receives a financial incentive under Avalara for Technology Partners at a rate greater than 10%, then Partner’s Financial Incentive Rate under these Accountant and Consulting Partner Terms shall not exceed 20% for the same order of Services.
- Multi-Year Opportunity Incentives. In order to receive multi-year Opportunity Incentives as set forth in Exhibit A, Partner must (a) occupy an applicable Partner Tier at the time a Customer purchase results in a Closed Won Opportunity and (b) maintain that Partner Tier in subsequent calendar years to receive the available multi-year Opportunity Incentives in those calendar years. If Partner is downgraded to a lower Partner Tier, it will not receive multi-year Opportunity Incentives associated with its previous, higher Partner Tier for Closed Won Opportunities closed prior to downgrading. Rather, for Closed Won Opportunities closed prior to downgrading, Partner will receive the applicable multi-year Opportunity Incentives, if any, associated with its current Partner Tier as if Partner had been in that Partner Tier at the time such Closed Won Opportunities were closed. If Partner re-qualifies for a higher Partner Tier from which Partner was previously downgraded, Partner will not receive multi-year Opportunity Incentives associated with the higher Partner Tier for Closed Won Opportunities closed prior to downgrading. For example, if Partner is in the Premier Partner Tier and earns an Opportunity Incentive for a Closed Won Opportunity involving a New Customer, Partner will receive the Year 1 Opportunity Incentive associated with the Premier Partner Tier. If Partner is downgraded to the Preferred Partner Tier the following calendar year, it will receive the Year 2 Opportunity Incentive associated with the Preferred Partner Tier for the Closed Won Opportunity from the previous year. Notwithstanding the forgoing, if Partner earns an Opportunity Incentive for a Closed Won Opportunity while in a lower Partner Tier, and then qualifies for a higher Partner Tier, Partner will continue to receive the multi-year Opportunity Incentive, if any, associated with the lower Partner Tier for the Closed Won Opportunity that was closed while Partner was in the lower Partner Tier.
- Financial Incentive Eligibility.
- Marketing.
- Avalara shall make available to Partner a variety of graphic and textual images that serve to identify Partner as a member of the applicable Program (“Avalara Images”), which may be used in hypertext links from Partner’s website to Avalara’s website (“Avalara Links”) and for marketing the Services. Partner may, subject to the terms and conditions herein, display Avalara Links as often and in as many areas on Partner’s website as Partner desires; however, the Avalara Links must land on the page on Avalara’s website designated by Avalara. Partner shall not use Avalara Images or Avalara Links to direct traffic to any other website or page. Partner shall cooperate fully with Avalara in establishing and maintaining Avalara Links. Partner shall only display Avalara Images provided to Partner by Avalara. Avalara may change or remove Avalara Images from time to time in its sole discretion, and Partner shall promptly update its website and any affected Avalara Links.
- Partner shall make available to Avalara a variety of graphic and textual images that serve to identify Avalara as its partner (“Partner Images”), which may be used in hypertext links from Avalara’s website to Partner’s website (“Partner Links”) and for marketing Partner’s services. Avalara may, subject to the terms and conditions herein, display Partner Links as often and in as many areas on Avalara’s website as Avalara desires; however, Partner Links must land on the page on Partner’s website designated by Partner. Avalara shall not use Partner Images or Partner Links to direct traffic to any other web site or page. Avalara shall cooperate fully with Partner in establishing and maintaining Partner Links. Avalara shall only display Partner Images provided to Avalara by Partner. Partner may change or remove Partner Images from time to time in its sole discretion, and Avalara shall promptly update its website and any affected Partner Links.
- Each Party may add codes (“Business Partner Codes”) to its own graphic and textual images and links to identify the other Party as the originator of any Lead or Partner-Lead on the condition that Business Partner Codes do not, in any way, alter the look, feel, or functionality of the other Party’s website(s). Neither Party shall modify the Business Partner Codes added by the other Party.
- If a Party wishes to create, publish, distribute, or permit any other material that makes reference to the other Party, such Party must first obtain the other Party’s express written consent, which may be granted or withheld in the other Party’s sole discretion.
- Fees and Payment.
- Payment. Avalara will pay Financial Incentive payments (“Payment(s)”) within 30 days from the end of the calendar month in which Avalara invoiced the applicable Customer. For example, if Avalara invoices a Customer for a qualifying sale in May, Avalara will pay Partner the Financial Incentive based on such invoice by June 30th. Avalara will track qualifying sales to Customers and make those reports available to Partner via the Partner Portal. The form, content, and frequency of the reports may vary from time to time in Avalara’s sole discretion.
- Offsets and Refunds. Subject to Section 5(d) (Claims) below, Avalara may deduct or offset amounts owed by Partner to Avalara from any Payments. Partner may owe amounts to Avalara as a result of a Financial Incentive paid for an order of Services where Avalara never receives payment from the Customer, for a Financial Incentive paid for an order of Services that is subsequently refunded to a customer, or for amounts paid to Partner in error, among others. If the amount owed by Partner under this section exceeds the Payments owed to Partner, Partner will pay Avalara such excess amount owed within 30 calendar days of the date of Avalara’s invoice.
- Taxes. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. If withholding of any tax is required under applicable law in respect of any payment by Avalara to Partner hereunder, Avalara will: (a) withhold the appropriate amount from such payment, and (b) remit such amount to the relevant authorities in accordance with applicable laws.
- Claims. Any claim for any unpaid, underpaid, or overpaid Financial Incentives made by either Party must be submitted to the other Party in writing within 12 months after the event giving rise to the claim. Following the expiration of that 12-month period, each Party agrees to waive any and all rights to assert a claim for such unpaid, underpaid, or overpaid Financial Incentives.
- Avalara Affiliates. If and to the extent the applicable Services are provided to a Customer by Avalara’s Affiliate, Avalara or its Affiliate may make Payments to Partner.
- Modification. Avalara may modify these Accountant and Consulting Partner Terms, including, for example, Exhibit A attached hereto. If Avalara modifies these Accountant and Consulting Partner Terms, it will provide written notice to Partner of those modifications at least 30 days prior to the effectiveness of the modifications.
- Term. The initial term of Partner’s participation in the applicable Program (“Partner’s Program Enrollment”) will begin on the Effective Date of the Partner Program Agreement and will continue until December 31st of that calendar year (the “Initial Term”). At the end of the then-current Initial Term or Renewal Term, Partner’s Program Enrollment will automatically renew for an additional one-year period (a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party. The Initial Term and each Renewal Term are collectively referred to as the “Term”.
- Termination.
- For Convenience. Either Party may terminate Partner’s Program Enrollment at any time, with or without cause, by giving the other party written notice of termination. Partner is eligible to earn Opportunity Incentives and Co-selling Commission only for orders that are placed by Referred Clients during the Term, and Opportunity Incentives earned through the date of termination will remain payable only if the orders are not canceled or returned. Avalara may withhold Partner’s final payment for a reasonable time to ensure that the correct amount is paid.
- Material Breach. Either Party may immediately terminate Partner’s Program Enrollment for cause by giving written notice of termination to the other if the other Party materially breaches any of its contractual obligations related to Partner’s participation in the applicable Program and does not cure the breach within 30 calendar days after the non-breaching Party gives written notice to the breaching Party.
- Effect of Termination or Expiration. Except as otherwise provided in these Accountant and Consulting Partner Terms or the General Partner Terms, upon termination or expiration of Partner’s Program Enrollment:
- All rights and licenses granted in connection with Partner’s participation in the applicable Program will immediately cease;
- Each Party will immediately stop using and either destroy or delete any Confidential Information provided by the other Party under in connection with Partner’s participation in the applicable Program, other than Confidential Information in automatic computer backups or that must be retained for regulatory, legal, or audit purposes or for compliance with its document retention policies, provided that any retained Confidential Information will be subject to the confidentiality provisions of the General Partner Terms for as long as it is retained; and
- Those provisions these Accountant and Consulting Partner Terms, General Partner Terms, and Partner Program Agreement that by their nature should survive termination or expiration will survive, including, but not limited to, ownership provisions, confidentiality, disclaimers, indemnities, and limitations of liability.
Exhibit A: Financial and Discount Incentive Rates
Opportunity Incentive Rates
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | Registered | |
New Customer Opportunity Incentive Rates | 40% Year 1 20% Year 2 10% Year 3 | 40% Year 1 10% Year 2 | 20% Year 1 | 20% Year 1 |
Existing Customer Opportunity Incentive Rates | 20% Year 1 | 20% Year 1 | 10% Year 1 | 0% |
OR Discount Incentive | 20% Year 1 | 20% Year 1 | 20% Year 1 | 20% Year 1 |
“Year 1” means a Customer’s initial subscription term for the applicable Service.
“Year 2” means a Customer’s first renewal subscription term for the applicable Service.
“Year 3” means a Customer’s second renewal subscription term for the applicable Service.
Partner-Attached Incentive Rates
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | Registered | |
New Customer Partner-Attached Incentive Rates | 30% One Time | 30% One Time | 15% One Time | 15% One Time |
Services and Service Fees
Service | Service Fee |
Avalara 1099 & W9 |
|
AvaTax |
|
Item Classification |
|
Exemption Certificate Management (ECM) |
|
Avalara Returns |
|
Avalara License Management |
|
VAT Reporting |
|
Managed VAT Reporting** |
|
AvaTax for Communications |
|
Avalara for Energy |
|
Avalara for Tobacco |
|
Content |
|
Avalara India |
|
Avalara e-Invoicing and Live Reporting |
|
Avalara Property Tax |
|
Avalara-led Support |
|
* Partner is eligible to receive Commission for these Services and Service Fees only for purchases made through an Order Document and not for purchases made through the Track1099 by Avalara website.
** Opportunity Incentive Rates and Partner-Attached Incentive Rates are capped at 20%.
Exhibit B
Partner Tier Requirements
- Additional Definitions.
“Annual Business Plan” means a detailed marketing and sales plan to promote the Services established jointly by the Parties that is reviewed and revised on an annual basis. To satisfy the applicable Partner Tier Requirement, Partner must participate in regular reviews of the Parties’ activities performed in accordance with the Partner Business Plan.
“Marketing Contact” means a representative of Partner that has been assigned to work with Avalara to market the Services.
“Certified Implementation Expert” means a representative of Partner that has successfully completed the Avalara Certified Implementation Expert Training.
“Invoiced Fees” means the gross amount to be invoiced by Avalara for the Year 1 service fees for any Avalara services (including those not set forth in Exhibit A) set forth in the applicable Order Document of a New Customer, excluding: (a) charges to a Customer for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (b) charges in connection with a change made to a Customer’s Avalara subscription plan during its subscription term; (c) postage, fax, insurance, or other administrative charges; and (d) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency. Avalara may, at its sole discretion, include in its calculation of Invoiced Fees the gross amount invoiced for the first year’s service fees for Avalara services purchased by new customers through third-party resellers or distributors as a result of Partner’s referral activities, subject to the exclusions set forth above.
“Joint Customer Success Story” means a case study, testimonial, or other marketing asset created and agreed upon jointly by Avalara and Partner that focuses on a mutual customer’s experience using the Services.
“Partner Executive Sponsorship” means Partner provides an executive-level employee to work with Avalara’s executive team.
“Partner-Registered Opportunity” means an Opportunity that has been qualified by Partner according to Avalara’s requirements and subsequently submitted to Avalara by Partner in accordance with the requirements of the applicable Program. Opportunities generated by Partner-led marketing activities without further Partner qualifying activities are not Partner-Registered Opportunities.
“Trained Representative” means a representative of Partner that has completed certain required annual trainings, as determined by Avalara and made available through the Partner Portal.
- Partner Tier Requirements for Avalara for Consulting Partners.
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | |
Invoiced Fees | ≥ $250,000 | ≥ $100,000 | ≥ $15,000 |
Partner-Registered Opportunities, New Customers Only | 6+ | 4+ | 2+ |
Annual Business Plan | Required, with quarterly check-ins | Required, with quarterly check-ins | Optional |
Partner Executive Sponsorship | Required | Recommended only | Not Required |
Joint Customer Success Story | 1 | Recommended only | Recommended only |
Certified Implementation Expert | 2+ | 1 | 0 |
Marketing Contact | Required | Required | Not Required |
- Partner Tier Requirements for Avalara for Accountants.
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | |
Invoiced Fees* | ≥ $250,000 | ≥ $100,000 | ≥ $15,000 |
Partner-Registered Opportunities, New Customers Only | 6+ | 4+ | 2+ |
Annual Business Planning | Required, with quarterly check-ins | Required, with quarterly check-ins | Optional |
Partner Executive Sponsor | Required | Recommended only | Not Required |
Trained Representative and/or Certified Implementation Expert | 4+ | 2+ | Not Required |
* Year 1 subscription fees for Partner’s purchase of Managed Returns for Accountants, Tax Research for Accountants, Avalara 1099 & W-9, and License Management for Accountants count towards Partner’s Invoiced Fees but not Partner-Registered Opportunities.
Effective January 1st 2024 to January 3rd 2024
DownloadSummary of changes
Until January 1, 2024, participation in Avalara for Accountants (formerly the Accounting Partner Program) is governed by the Accounting Partner Agreement located at http://www.avalara.com/partner/accounting-partner-agreement, and participation in Avalara for Consulting Partners (formerly the Referral Partner Program) is governed by the Referral Partner Agreement located at http://www.avalara.com/partner/referral-partner-agreement.
Table of Contents
These Avalara for Accountants and Avalara for Consulting Partners Terms and Conditions (“Accountant and Consulting Partner Terms”) govern Avalara’s offering of, and Partner’s participation in, Avalara for Accountants and Avalara for Consulting Partners, as applicable (each a “Program”), and are in addition to and incorporate by reference the Avalara Partner Program General Terms and Conditions (located at http://partners.avalara.com/partnergeneralterms) (the “General Partner Terms”), as well as the Avalara Partner Program Agreement between Avalara and Partner (the “Partner Program Agreement”). The Partner Program Agreement identifies the Programs in which Partner has elected to participate. Terms not defined in these Accountant and Consulting Partner Terms are defined in the General Partner Terms or the Partner Program Agreement. If a provision of these Accountant and Consulting Partner Terms conflict with the General Partner Terms or the Partner Program Agreement, the Partner Program Agreement shall govern, followed by these Accountant and Consulting Partner Terms, and, lastly, the General Partner Terms.
- Definitions. The capitalized terms used herein have the meanings set forth below:
“Closed Won Opportunity” means an Opportunity that Avalara successfully moves to “closed won” in Avalara’s lead and customer management system in connection with a Customer’s purchase of Services from Avalara.
“Customer” means a customer (other than Partner) that purchases new Services from Avalara as a result of Partner’s qualifying activities under the applicable Program.
“Existing Customer” means a current customer of Avalara that purchases new Services from Avalara as a result of Partner’s qualifying activities under the applicable Program.
“Financial Incentives” means the amounts payable to Partner by Avalara as compensation for a Customer’s purchase of Avalara’s Services in accordance with Section 3 below.
“New Customer” means a new or former customer of Avalara that purchases new Services from Avalara as a result of Partner’s qualifying activities under the applicable Program.
“Opportunity” means a lead that has been qualified according to Avalara’s requirements as a legitimate business prospect representing the potential sale of Services to New or Existing Customers, and that has been entered into Avalara’s lead and customer management system as an active opportunity.
“Service” means the new, additional, or add-on software or service provided to a New or Existing Customer by Avalara that is eligible for Financial Incentives (excluding any upgrades). The Services are set forth in Exhibit A.
“Service Fees” means the fee types that are eligible for Financial Incentives. The Service Fees are set forth in Exhibit A.
- Partner Tiers and Benefits.
- Partner Tiers. Each Program has different tiers with associated requirements and benefits (“Partner Tiers”) for which Partner may qualify. The requirements to qualify for each Partner Tier (“Partner Tier Requirements”) are set forth in Exhibit B. Partner’s satisfaction of the Partner Tier Requirements and resulting Partner Tier will be determined based on Partner’s qualifying activities during the prior calendar year. If Partner qualifies for a higher Partner Tier during the current calendar year, Partner will be upgraded to the higher Partner Tier effective the following calendar month. If Partner fails to maintain the Partner Tier Requirements associated with Partner’s current Partner Tier, Partner will be downgraded to a lower Partner Tier at the end of the current calendar year. At the start of Partner’s Initial Term, Partner will be a Registered Partner. “Registered Partner” means a partner enrolled in a Program that does not qualify for any Partner Tier.
- Program Benefits. The benefits associated with each Partner Tier of Avalara for Accountants and Avalara for Consulting Partners are set forth in the Avalara Partner Program Guide located at http://www.avalara.com/partner/program-guide.html (“Program Guide”).
- Modifications to Program Guide. Avalara may modify the Program Guide periodically without notice, with such modifications becoming effective upon the date set forth at the top of the Program Guide. Partner should review the Program Guide regularly to ensure awareness of any modifications.
- Financial Incentives. Subject to these Accountant and Consulting Partner Terms, Partner will earn Financial Incentives when a Customer purchases Services from Avalara, as represented by a Closed Won Opportunity, either (1) after being submitted to Avalara by Partner (“Opportunity Incentive”), or (2) after Partner materially assists in the sale of such Services to the Customer (“Partner-Attached Incentive”).
- Financial Incentive Eligibility.
- General Eligibility. To be eligible to earn any Financial Incentives, the following conditions must be met:
- The Customer’s purchase must not have been ordered through a third party (such as an Avalara reseller or distributor);
- Avalara must have received full payment of all applicable fees from the Customer; and
- Partner must have provided all tax documentation and other information that Avalara needs to make payments to Partner, including Partner’s W-9 or equivalent document.
- Opportunity Incentive. To be eligible to earn an Opportunity Incentive, the following conditions must be met:
- Partner must have submitted the Customer’s contact information and any other information reasonably requested to Avalara through the Partner Portal, directly to the Avalara marketing and sales team, or through other means specifically defined by Avalara;
- Upon Avalara’s request, Partner will provide an introduction to the prospective Customer and any additional assistance as reasonably required;
- At the time Partner submits the Customer’s contact information to Avalara, there must not be an active Opportunity associated with the Customer in Avalara’s lead and customer management system;
- The Customer must purchase Services from Avalara within six months of Partner’s submission of the Customer’s contact information, determined by the effective date of the applicable Order Document;
- Any submission of a Customer’s contact information must be made in good faith based on Partner’s actual contacts with the Customer; and
- If two or more Avalara partners submit the same Customer to Avalara within a six-month period, the first partner to submit the Customer will earn the Opportunity Incentive unless (i) the Opportunity associated with the first partner’s submission is “closed” in Avalara’s systems due to inability to complete a sale, and (ii) the eventual sale is the direct result of the subsequent submission that occurs after the Opportunity is “closed.”
- Partner-Attached Incentive. Avalara may pay Partner a Partner-Attached Incentive calculated using a percentage up to the applicable Financial Incentive Rate set forth in Exhibit A, determined in Avalara’s reasonable discretion based on the extent of Partner’s participation in Avalara’s sales process. Avalara may split the Partner-Attached Incentive among multiple partners that supported the sales process. For a Customer’s purchase to be eligible for a Partner-Attached Incentive, the following conditions must be met:
- No Avalara partner is eligible for Opportunity Incentives for the sale, including Partner.
- The applicable purchase must be made by a New Customer.
- Partner has actively supported Avalara in the sales process, including participating in sales calls (in person or remotely) and advocating for Avalara, as determined by Avalara in its reasonable, good faith discretion.
- Discount Incentives. Partner may elect not to receive Financial Incentives in connection with Partner’s participation in the applicable Program by opting out in the Partner Program Agreement or in a writing signed by the Parties. Instead of receiving Financial Incentives, Partner may direct Avalara to discount the Service Fees associated with purchases by New Customers for which the Partner otherwise would be eligible to receive Opportunity Incentives (“Discount Incentive”). The applicable percentage of the Discount Incentive is set forth in Exhibit A (“Discount Incentive Rate”).
- General Eligibility. To be eligible to earn any Financial Incentives, the following conditions must be met:
- Calculation.
- Financial Incentives are calculated by multiplying the applicable percentage set forth in Exhibit A (“Financial Incentive Rate”) by Net Revenue, except that for Year 1 Financial Incentives for purchases of Services by Existing Customers where the initial term is prorated to be coterminous with the Existing Customer’s other Avalara service subscriptions, such Financial Incentives are calculated by multiplying the applicable Financial Incentive Rate by the annualized amount of the Net Revenue. “Net Revenue” means the gross amount of Service Fees actually received by Avalara from a Customer for the applicable year of Services associated with the applicable Closed Won Opportunity. Net Revenue excludes: (a) subsequently credited charges, refunds, charge backs, or invoice adjustments; (b) charges to a Customer for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (c) charges in connection with a change made to a Customer’s Avalara subscription plan during its subscription term; (d) postage, fax, insurance, or other administrative charges; and (e) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency.
- Except as may otherwise be provided in the Partner Program Agreement, if Partner receives a Financial Incentive under these Accountant and Consulting Terms, Partner will not be eligible to receive financial incentives under any other Partner Program offered by Avalara for the same order of Services.
- If Partner receives a financial incentive under Avalara for Technology Partners at a rate greater than 10%, then Partner’s Financial Incentive Rate under these Accountant and Consulting Partner Terms shall not exceed 20% for the same order of Services.
- Multi-Year Opportunity Incentives. In order to receive multi-year Opportunity Incentives as set forth in Exhibit A, Partner must (a) occupy an applicable Partner Tier at the time a Customer purchase results in a Closed Won Opportunity and (b) maintain that Partner Tier in subsequent calendar years to receive the available multi-year Opportunity Incentives in those calendar years. If Partner is downgraded to a lower Partner Tier, it will not receive multi-year Opportunity Incentives associated with its previous, higher Partner Tier for Closed Won Opportunities closed prior to downgrading. Rather, for Closed Won Opportunities closed prior to downgrading, Partner will receive the applicable multi-year Opportunity Incentives, if any, associated with its current Partner Tier as if Partner had been in that Partner Tier at the time such Closed Won Opportunities were closed. If Partner re-qualifies for a higher Partner Tier from which Partner was previously downgraded, Partner will not receive multi-year Opportunity Incentives associated with the higher Partner Tier for Closed Won Opportunities closed prior to downgrading. For example, if Partner is in the Premier Partner Tier and earns an Opportunity Incentive for a Closed Won Opportunity involving a New Customer, Partner will receive the Year 1 Opportunity Incentive associated with the Premier Partner Tier. If Partner is downgraded to the Preferred Partner Tier the following calendar year, it will receive the Year 2 Opportunity Incentive associated with the Preferred Partner Tier for the Closed Won Opportunity from the previous year. Notwithstanding the forgoing, if Partner earns an Opportunity Incentive for a Closed Won Opportunity while in a lower Partner Tier, and then qualifies for a higher Partner Tier, Partner will continue to receive the multi-year Opportunity Incentive, if any, associated with the lower Partner Tier for the Closed Won Opportunity that was closed while Partner was in the lower Partner Tier.
- Financial Incentive Eligibility.
- Marketing.
- Avalara shall make available to Partner a variety of graphic and textual images that serve to identify Partner as a member of the applicable Program (“Avalara Images”), which may be used in hypertext links from Partner’s website to Avalara’s website (“Avalara Links”) and for marketing the Services. Partner may, subject to the terms and conditions herein, display Avalara Links as often and in as many areas on Partner’s website as Partner desires; however, the Avalara Links must land on the page on Avalara’s website designated by Avalara. Partner shall not use Avalara Images or Avalara Links to direct traffic to any other website or page. Partner shall cooperate fully with Avalara in establishing and maintaining Avalara Links. Partner shall only display Avalara Images provided to Partner by Avalara. Avalara may change or remove Avalara Images from time to time in its sole discretion, and Partner shall promptly update its website and any affected Avalara Links.
- Partner shall make available to Avalara a variety of graphic and textual images that serve to identify Avalara as its partner (“Partner Images”), which may be used in hypertext links from Avalara’s website to Partner’s website (“Partner Links”) and for marketing Partner’s services. Avalara may, subject to the terms and conditions herein, display Partner Links as often and in as many areas on Avalara’s website as Avalara desires; however, Partner Links must land on the page on Partner’s website designated by Partner. Avalara shall not use Partner Images or Partner Links to direct traffic to any other web site or page. Avalara shall cooperate fully with Partner in establishing and maintaining Partner Links. Avalara shall only display Partner Images provided to Avalara by Partner. Partner may change or remove Partner Images from time to time in its sole discretion, and Avalara shall promptly update its website and any affected Partner Links.
- Each Party may add codes (“Business Partner Codes”) to its own graphic and textual images and links to identify the other Party as the originator of any Lead or Partner-Lead on the condition that Business Partner Codes do not, in any way, alter the look, feel, or functionality of the other Party’s website(s). Neither Party shall modify the Business Partner Codes added by the other Party.
- If a Party wishes to create, publish, distribute, or permit any other material that makes reference to the other Party, such Party must first obtain the other Party’s express written consent, which may be granted or withheld in the other Party’s sole discretion.
- Fees and Payment.
- Payment. Avalara will pay Financial Incentive payments (“Payment(s)”) within 30 days from the end of the calendar month in which Avalara invoiced the applicable Customer. For example, if Avalara invoices a Customer for a qualifying sale in May, Avalara will pay Partner the Financial Incentive based on such invoice by June 30th. Avalara will track qualifying sales to Customers and make those reports available to Partner via the Partner Portal. The form, content, and frequency of the reports may vary from time to time in Avalara’s sole discretion.
- Offsets and Refunds. Subject to Section 5(d) (Claims) below, Avalara may deduct or offset amounts owed by Partner to Avalara from any Payments. Partner may owe amounts to Avalara as a result of a Financial Incentive paid for an order of Services where Avalara never receives payment from the Customer, for a Financial Incentive paid for an order of Services that is subsequently refunded to a customer, or for amounts paid to Partner in error, among others. If the amount owed by Partner under this section exceeds the Payments owed to Partner, Partner will pay Avalara such excess amount owed within 30 calendar days of the date of Avalara’s invoice.
- Taxes. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. If withholding of any tax is required under applicable law in respect of any payment by Avalara to Partner hereunder, Avalara will: (a) withhold the appropriate amount from such payment, and (b) remit such amount to the relevant authorities in accordance with applicable laws.
- Claims. Any claim for any unpaid, underpaid, or overpaid Financial Incentives made by either Party must be submitted to the other Party in writing within 12 months after the event giving rise to the claim. Following the expiration of that 12-month period, each Party agrees to waive any and all rights to assert a claim for such unpaid, underpaid, or overpaid Financial Incentives.
- Avalara Affiliates. If and to the extent the applicable Services are provided to a Customer by Avalara’s Affiliate, Avalara or its Affiliate may make Payments to Partner.
- Modification. Avalara may modify these Accountant and Consulting Partner Terms, including, for example, Exhibit A attached hereto. If Avalara modifies these Accountant and Consulting Partner Terms, it will provide written notice to Partner of those modifications at least 30 days prior to the effectiveness of the modifications.
- Term. The initial term of Partner’s participation in the applicable Program (“Partner’s Program Enrollment”) will begin on the Effective Date of the Partner Program Agreement and will continue until December 31st of that calendar year (the “Initial Term”). At the end of the then-current Initial Term or Renewal Term, Partner’s Program Enrollment will automatically renew for an additional one-year period (a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party. The Initial Term and each Renewal Term are collectively referred to as the “Term”.
- Termination.
- For Convenience. Either Party may terminate Partner’s Program Enrollment at any time, with or without cause, by giving the other party written notice of termination. Partner is eligible to earn Opportunity Incentives and Co-selling Commission only for orders that are placed by Referred Clients during the Term, and Opportunity Incentives earned through the date of termination will remain payable only if the orders are not canceled or returned. Avalara may withhold Partner’s final payment for a reasonable time to ensure that the correct amount is paid.
- Material Breach. Either Party may immediately terminate Partner’s Program Enrollment for cause by giving written notice of termination to the other if the other Party materially breaches any of its contractual obligations related to Partner’s participation in the applicable Program and does not cure the breach within 30 calendar days after the non-breaching Party gives written notice to the breaching Party.
- Effect of Termination or Expiration. Except as otherwise provided in these Accountant and Consulting Partner Terms or the General Partner Terms, upon termination or expiration of Partner’s Program Enrollment:
- All rights and licenses granted in connection with Partner’s participation in the applicable Program will immediately cease;
- Each Party will immediately stop using and either destroy or delete any Confidential Information provided by the other Party under in connection with Partner’s participation in the applicable Program, other than Confidential Information in automatic computer backups or that must be retained for regulatory, legal, or audit purposes or for compliance with its document retention policies, provided that any retained Confidential Information will be subject to the confidentiality provisions of the General Partner Terms for as long as it is retained; and
- Those provisions these Accountant and Consulting Partner Terms, General Partner Terms, and Partner Program Agreement that by their nature should survive termination or expiration will survive, including, but not limited to, ownership provisions, confidentiality, disclaimers, indemnities, and limitations of liability.
Exhibit A: Financial and Discount Incentive Rates
Opportunity Incentive Rates
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | Registered | |
New Customer Opportunity Incentive Rates | 40% Year 1 20% Year 2 10% Year 3 | 40% Year 1 10% Year 2 | 20% Year 1 | 20% Year 1 |
Existing Customer Opportunity Incentive Rates | 20% Year 1 | 20% Year 1 | 10% Year 1 | 0% |
OR Discount Incentive | 10% Year 1 | 10% Year 1 | 10% Year 1 | 10% Year 1 |
“Year 1” means a Customer’s initial subscription term for the applicable Service.
“Year 2” means a Customer’s first renewal subscription term for the applicable Service.
“Year 3” means a Customer’s second renewal subscription term for the applicable Service.
Partner-Attached Incentive Rates
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | Registered | |
New Customer Partner-Attached Incentive Rates | 30% One Time | 30% One Time | 15% One Time | 0% |
Services and Service Fees
Service | Service Fee |
Avalara 1099 & W9 |
|
AvaTax |
|
Item Classification |
|
Exemption Certificate Management (ECM) |
|
Avalara Returns |
|
Avalara License Management |
|
VAT Reporting |
|
Managed VAT Reporting** |
|
AvaTax for Communications |
|
Avalara for Energy |
|
Avalara for Tobacco |
|
Content |
|
Avalara India |
|
Avalara e-Invoicing and Live Reporting |
|
Avalara Property Tax |
|
Avalara-led Support |
|
* Partner is eligible to receive Commission for these Services and Service Fees only for purchases made through an Order Document and not for purchases made through the Track1099 by Avalara website.
** Opportunity Incentive Rates and Partner-Attached Incentive Rates are capped at 20%.
Exhibit B
Partner Tier Requirements
- Additional Definitions.
“Annual Business Plan” means a detailed marketing and sales plan to promote the Services established jointly by the Parties that is reviewed and revised on an annual basis. To satisfy the applicable Partner Tier Requirement, Partner must participate in regular reviews of the Parties’ activities performed in accordance with the Partner Business Plan.
“Marketing Contact” means a representative of Partner that has been assigned to work with Avalara to market the Services.
“Certified Implementation Expert” means a representative of Partner that has successfully completed the Avalara Certified Implementation Expert Training.
“Invoiced Fees” means the gross amount to be invoiced by Avalara for the Year 1 service fees for any Avalara services (including those not set forth in Exhibit A) set forth in the applicable Order Document of a New Customer, excluding: (a) charges to a Customer for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (b) charges in connection with a change made to a Customer’s Avalara subscription plan during its subscription term; (c) postage, fax, insurance, or other administrative charges; and (d) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency. Avalara may, at its sole discretion, include in its calculation of Invoiced Fees the gross amount invoiced for the first year’s service fees for Avalara services purchased by new customers through third-party resellers or distributors as a result of Partner’s referral activities, subject to the exclusions set forth above.
“Joint Customer Success Story” means a case study, testimonial, or other marketing asset created and agreed upon jointly by Avalara and Partner that focuses on a mutual customer’s experience using the Services.
“Partner Executive Sponsorship” means Partner provides an executive-level employee to work with Avalara’s executive team.
“Partner-Registered Opportunity” means an Opportunity that has been qualified by Partner according to Avalara’s requirements and subsequently submitted to Avalara by Partner in accordance with the requirements of the applicable Program. Opportunities generated by Partner-led marketing activities without further Partner qualifying activities are not Partner-Registered Opportunities.
“Trained Representative” means a representative of Partner that has completed certain required annual trainings, as determined by Avalara and made available through the Partner Portal.
- Partner Tier Requirements for Avalara for Consulting Partners.
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | |
Invoiced Fees | ≥ $250,000 | ≥ $100,000 | ≥ $15,000 |
Partner-Registered Opportunities, New Customers Only | 6+ | 4+ | 2+ |
Annual Business Plan | Required, with quarterly check-ins | Required, with quarterly check-ins | Optional |
Partner Executive Sponsorship | Required | Recommended only | Not Required |
Joint Customer Success Story | 1 | Recommended only | Recommended only |
Certified Implementation Expert | 2+ | 1 | 0 |
Marketing Contact | Required | Required | Not Required |
- Partner Tier Requirements for Avalara for Accountants.
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | |
Invoiced Fees* | ≥ $250,000 | ≥ $100,000 | ≥ $15,000 |
Partner-Registered Opportunities, New Customers Only | 6+ | 4+ | 2+ |
Annual Business Planning | Required, with quarterly check-ins | Required, with quarterly check-ins | Optional |
Partner Executive Sponsor | Required | Recommended only | Not Required |
Trained Representative and/or Certified Implementation Expert | 4+ | 2+ | Not Required |
* Year 1 subscription fees for Partner’s purchase of Managed Returns for Accounts, Tax Research for Accountants, Avalara 1099 & W-9, and License Management for Accountants count towards Partner’s Invoiced Fees but not Partner-Registered Opportunities.
Avalara for Technology Partners Terms and Conditions
Effective December 1st 2024
DownloadTable of Contents
These Avalara for Technology Partners Terms and Conditions (“Technology Partner Terms”) govern Avalara’s offering of, and Partner’s participation in, Avalara for Technology Partners (the “Program”), and are in addition to and incorporate by reference the Avalara Partner Program General Terms and Conditions (located at http://partners.avalara.com/partnergeneralterms) (the “General Partner Terms”), as well as the Avalara Partner Program Agreement between Avalara and Partner (the “Partner Program Agreement”). Terms not defined in these Technology Partner Terms are defined in the General Partner Terms or the Partner Program Agreement. If a provision of these Technology Partner Terms conflict with the General Partner Terms or the Partner Program Agreement, the Partner Program Agreement governs, followed by these Technology Partner Terms, and, lastly, the General Partner Terms.
- Definitions. The capitalized terms used herein shall have the meanings set forth below:
“Certification” means that Partner has completed the process to ensure the Connector functions in accordance with Avalara’s requirements, and Avalara has provided final approval and acceptance of the Connector. A Connector is “Certified” if Avalara issues Certification.
“Connector” means a software and communications interface that connects a Customer’s business or financial software with an Avalara Service.
“Customer” means a customer who purchases an Avalara Service in conjunction with Partner’s Connector.
“Financial Incentives” means the amounts payable to Partner by Avalara as compensation for a Customer’s purchase of Avalara’s Services in accordance with Section 3 below.
“Service” means the software or service provided to Customers by Avalara that is eligible for Connector Incentives. The Services are set forth in Exhibit A.
“Service Fees” means the fee types that are eligible for Connector Incentives. The Service Fees are set forth in Exhibit A
- Avalara for Technology Partners. Partner will develop, maintain, and support the Connector(s) submitted to Avalara and achieve and maintain Certification.
- Partner Tiers. The Program has different tiers with associated requirements and benefits (“Partner Tiers”) for which Partner may qualify. The requirements to qualify for each Partner Tier (“Partner Tier Requirements”) are set forth in Exhibit B. Partner’s satisfaction of the Partner Tier Requirements and resulting Partner Tier will be determined based on Partner’s qualifying activities during the prior calendar year. If Partner qualifies for a higher Partner Tier during the first half of the current calendar year, Partner will be upgraded to the higher Partner Tier for the second half of the current calendar year. If Partner fails to maintain the Partner Tier Requirements associated with Partner’s current Partner Tier, Partner will be downgraded to a lower Partner Tier at the end of the current calendar year. At the start of Partner’s Initial Term, Partner will be a Registered Partner. “Registered Partner” means a partner enrolled in the Program that does not qualify for any Partner Tier. If Partner qualifies for a higher Partner Tier under Avalara for Accountants or Avalara for Consulting Partners, Partner will be upgraded to the corresponding Partner Tier under Avalara for Technology Partners regardless of whether Partner has met the associated Partner Tier Requirements under Avalara for Technology Partners.
- Avalara for Technology Partners Benefits. The benefits associated with each Partner Tier of the Program are set forth in the Avalara Partner Program Guide located at http://www.avalara.com/partner/program-guide.html (“Program Guide”).
- Modifications to Program Guide. Avalara may modify the Program Guide periodically without notice, with such modifications becoming effective upon the date set forth at the top of the Program Guide. Partner should review the Program Guide regularly to ensure awareness of any modifications.
- Financial Incentives. Subject to these Technology Partner Terms, Partner will earn Financial Incentives when a Customer purchases Avalara Services as set forth in an applicable Order Document or renewal notice that includes access to Partner’s Certified Connector (“Connector Incentive”).
- Connector Incentive Eligibility. To be eligible to earn Connector Incentives, Partner must meet the following conditions:
- Partner’s Connector must be Certified and maintained as set forth in these Technology Partner Terms;
- Avalara must have received full payment of all applicable fees from the Customer; and
- Partner must have provided all tax documentation and other information that Avalara needs to make payments to Partner, including Partner's W-9 or equivalent document.
- Calculation. Connector Incentives are calculated by multiplying the applicable percentage set forth in Exhibit A (“Connector Incentive Rate”) by Net Revenue. “Net Revenue” means the gross amount of Service Fees actually received by Avalara from a Customer for the Services being used with Partner’s Certified Connector, as set forth in the applicable Order Document or renewal notice. Net Revenue excludes: (i) subsequently credited charges, refunds, or charge backs; (ii) charges to a Customer for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (iii) charges in connection with a change made to an Customer’s Avalara subscription plan during its subscription term; (iv) postage, fax, insurance, or other administrative charges; and (v) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency.
- Exclusions and Limits.
- Except as may otherwise be provided in the Partner Program Agreement, if Partner receives a Connector Incentive under these Technology Partner Terms, Partner will not be eligible to receive financial incentives under any other Partner Program offered by Avalara for the same order of Services.
- Partner shall only be entitled to Connector Incentives for Services described in Exhibit A that are purchased by a Customer for use with Partner’s Certified Connector (e.g., a Certified Connector to Avalara AvaTax is eligible to earn Connector Incentives for Avalara AvaTax items).
- For Customers who purchase multiple Connectors, the Connector Incentive will be split as described in this section. The calculation will be made at the time the Customer purchases or renews a Service subscription and will be based on the number of Connectors used by the Customer at that time. If the Connector Incentive is split under this section, Partner’s Connector Incentive Rate will be calculated as follows: C = (X/Y)*Z, where C is the Connector Incentive Rate that Partner will receive, X is the number of Certified Connectors provided by Partner to the Customer, Y is the total number of Connectors ordered by the Customer, and Z is the applicable Connector Incentive Rate specified in Exhibit A. For example, if a new Customer remits to Avalara Net Revenue of $30,000, that Customer uses three Connectors at that time, of which two are provided by Partner, and the applicable Connector Incentive Rate specified in Exhibit A is 10%, then Partner’s Connector Incentive Rate would be 6.7% (2/3 of 10%) and Partner would receive $2,000 (6.7% of $30,000) in Connector Incentives for this Customer.
- No Additional Customer Fees. As consideration for the Connector Incentives provided under these Technology Partner Terms, Partner agrees to make the Connector available to Customers at no additional cost (including, but not limited to, fees for installation or maintenance of the Connector).
- Connector Incentive Eligibility. To be eligible to earn Connector Incentives, Partner must meet the following conditions:
- Development, Certification, and Acceptance.
- Certification Submission. Avalara will assist with Partner’s development of the Connector through documentation and specifications Avalara makes available at http://developer.avalara.com. In Avalara’s sole discretion, Avalara may assign a resource to support Partner’s development and Certification of the Connector. Partner will use commercially reasonable efforts to develop and submit the Connector for Certification in accordance with the acceptance criteria and Certification documentation, within 180 calendar days of the Effective Date.
- Acceptance and Certification. Each Connector will be subject to Avalara’s final approval and acceptance prior to Certification. To achieve Certification for each Connector, Partner must ensure the Connector meets the acceptance testing criteria made available by Avalara, and Partner will submit the Connector and the results of such testing to Avalara for acceptance. Avalara will also independently test and evaluate each Connector. If Avalara does not accept a Connector, Partner will correct the Connector and resubmit it to Avalara for Certification. If Partner’s Connector is not accepted by Avalara, Avalara will provide Partner with a written report describing the reasons for non-acceptance. Partner will not be eligible to receive Commission for a Connector unless and until such Connector has been Certified by Avalara. Certification expires after three years, after which the Connector must be resubmitted for Certification in accordance with the then-current guidelines and requirements for Certification.
- Connector Documentation, Training, and Access. Partner will: (a) provide documentation for installation and user support (for example, user guides) to Avalara in a format specified by Avalara, (b) provide training resources to Avalara’s personnel on all aspects of the Connector (including training sessions via webinar and technical documentation), and (c) provide access necessary to enable Avalara to demonstrate the Connector to Customers and to provide support as set forth in Section 5(c) (Technical Support) below.
- Costs. Partner will bear sole responsibility for all expenses incurred in connection with the development, maintenance, and support of its Connector(s).
- Connector Maintenance and Support.
- Maintenance. Partner will use commercially reasonable efforts to ensure that each Connector remains functional and compatible in all material respects with Avalara’s Services. If an updated, modified, or new version of Avalara’s Services affects the functionality of a Connector, Partner will update the Connector to ensure proper functionality and compatibility and will provide the updated Connector to Customers within a commercially reasonable period of time.
- Failure or Expiration of Certification. If Partner fails to maintain the functionality and compatibility of a Connector, Avalara will provide Partner with notice of such failure via email or through Avalara’s Partner Portal. If Partner does not correct its failure within 30 days of the date of the notice or if Certification is expired, Partner shall not earn Connector Incentives for which it would otherwise be eligible under these Technology Partner Terms, and Partner will not be eligible to restart earning Connector Incentives until such functionality and compatibility issues are resolved. Avalara has no obligation to provide notice of Certification expiration to Partner. Avalara will not enforce this Section 5(b) with respect to Certification expiration until January 1, 2026.
- Technical Support.
- Partner Support. At Partner’s expense, Partner will provide technical support to Avalara and to Customers to answer questions and resolve problems to the extent such questions or problems relate to the Connector. Requests for technical support may come directly or by escalation or referral by Avalara. Partner will use commercially reasonable efforts to respond to technical support requests for the Connector within two business days and at no less than the same level of support that Partner provides to Partner’s own customers and end users.
- Avalara Support. Avalara will provide technical support relating specifically to Avalara’s Services. If Partner determines that a problem experienced by a Customer is caused by Avalara’s Services and not Partner’s Connector, Partner will refer such Customer to Avalara for technical assistance.
- Fees and Payment.
- Payment. Avalara will pay Connector Incentive payments ("Payment(s)") within 30 days from the end of the calendar month in which the applicable Service Fees were received from Customer. Payments will only include amounts for funds actually collected by Avalara. Avalara will track qualifying sales to Customers and make those reports available to Partner via the Partner Portal. The form, content, and frequency of the reports may vary from time to time in Avalara’s sole discretion.
- Offsets and Refunds. Subject to Section 6(d) (Claims) below, Avalara may deduct or offset amounts owed by Partner to Avalara from any Payments. Partner may owe amounts to Avalara as a result of a Connector Incentive paid for an order of Services where Avalara never receives payment from the Customer, for a Connector Incentive paid for an order of Services that is subsequently refunded to a Customer, or for amounts paid to Partner in error, among others. If the amount owed by Partner under this section exceeds the Payments owed to Partner, Partner will pay Avalara such excess amount owed within 30 calendar days of the date of Avalara’s invoice.
- Taxes. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. If withholding of any tax is required under applicable law in respect of any payment by Avalara to Partner hereunder, Avalara will: (a) withhold the appropriate amount from such payment, and (b) remit such amount to the relevant authorities in accordance with applicable laws.
- Claims. Any claim for any unpaid, underpaid, or overpaid Connector Incentives made by either Party must be submitted to the other Party in writing within three months after the end of the calendar year in which the event giving rise to the claim occurred. Following the expiration of that period, each Party agrees to waive any and all rights to assert a claim for such unpaid, underpaid, or overpaid Connector Incentives.
- Partner Invoices. If applicable, Partner will submit invoices via email to accountspayable@avalara.com or another address provided by Avalara. All invoices will be in U.S. dollars and contain sufficient detail to allow Avalara to determine the accuracy of the amounts billed. Avalara will pay invoices net 45 days from receipt of a correct and undisputed invoice.
- Avalara Affiliates. If and to the extent the applicable Services are provided to a Customer by Avalara’s Affiliate, Avalara or its Affiliate may make Payments to Partner.
- Modification. Avalara may modify these Technology Partner Terms, including, for example, Exhibit A. If Avalara modifies these Technology Partner Terms, it will provide written notice to Partner of those modifications at least 90 days prior to the effectiveness of the modifications. If modifications materially and adversely affect Partner, and Partner does not wish to accept such modifications, then Partner may terminate Partner’s Program Enrollment, and the modifications will not apply during any wind down period (as described in Section 10 (Wind Down)). If modifications are necessary to comply with applicable laws, Avalara will use commercially reasonable efforts to provide prior notice when practicable. If Partner does not terminate Partner’s Program Enrollment as specified in this Section 7 (Modification), then Partner will be bound by the modified terms beginning upon the effective date set forth in the modification notice.
- Term. The initial term of Partner’s participation in the Program (“Partner’s Program Enrollment”) will begin on the Effective Date of the Partner Program Agreement and will continue for one year (the “Initial Term”). At the end of the Initial Term or then-current Renewal Term, Partner’s Program Enrollment will automatically renew for an additional one-year period (a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party at least 30 calendar days’ prior to the expiration of the then-current Initial Term or Renewal Term. The Initial Term and each Renewal Term are collectively referred to as the “Term”.
- Termination.
- Material Breach. Either Party may immediately terminate Partner’s Program Enrollment for cause by giving written notice of termination to the other if the other Party materially breaches any of its contractual obligations related to Partner’s participation in the Program and does not cure the breach within 30 calendar days after the non-breaching Party gives written notice to the breaching Party.
- Effect of Termination or Expiration. Except as otherwise provided in these Technology Partner Terms or the General Partner Terms, upon termination or expiration of Partner’s Program Enrollment:
- All rights and licenses granted under in connection with Partner’s participation in the Program will immediately cease;
- Partner will have no obligation to support or maintain Connector(s), and Avalara will stop charging Customers for their use of the Connector upon the expiration of their then-current subscription terms;
- Customers of Partner’s deployed on-premise solution(s), if any, have the right to continue to use the associated Connector(s) at their own risk, and Partner shall have no obligations with regard to such use;
- Each Party will immediately stop using and either destroy or delete any Confidential Information (as defined in the General Partner Terms) provided by the other Party in connection with Partner’s participation in the Program; and
- Those provisions of these Technology Partner Terms, the General Partner Terms, and Partner Program Agreement that by their nature should survive termination or expiration will survive, including, for example, ownership provisions, confidentiality, disclaimers, indemnities, and limitations of liability.
- Wind Down. Both Parties acknowledge that some Customers subscribe to the Services based on the availability of Partner’s Connector and rely on the availability of that Connector. To mitigate any disruption to those Customers, for a period not to exceed 18 months after the date of any termination or expiration of Partner’s Program Enrollment, both Parties (a) will ensure that existing Customers can continue to use the Connector and the applicable Service for the remainder of those Customers’ subscriptions, and, if a Customer has less than 120 days remaining in its current Avalara Service subscription term, for an additional 12-month renewal subscription term, and (b) will continue to perform their maintenance and support obligations under these Technology Partner Terms with respect to Connectors and Services until all Avalara Service subscriptions with Customers using Partner’s Connector have terminated or transitioned to other Connectors.
- Option to Purchase and Notice of Sale or Change of Control. This Section 11 does not apply to Connectors that integrate with a SaaS solution owned or managed by Partner. If the Connector integrates with software or services developed by a third party or if the Connector is installed locally by Customers, the following additional sections apply:
- Option to Purchase. During the Term and for a period of 12 months after the termination or expiration of Partner’s Program Enrollment, Avalara will have the option to purchase all rights to any Connector developed by Partner under these Technology Partner Terms for an amount equal to the greater of $10,000 or the Connector Incentives earned by Partner for the Connector for the 12 months preceding the termination or expiration of Partner’s Program Enrollment. Upon Avalara’s exercise of this option, Partner shall: (i) transfer to Avalara the right, title, and benefit in and to the Connector, including all Intellectual Property; (ii) provide Avalara with all code and documentation necessary to maintain and improve the Connector; and (iii) provide full cooperation in ensuring that this transfer of rights and information is conducted in an expeditious manner that minimizes disruption to Avalara’s business.
- Notice of Sale or Change of Control. Partner shall provide notice to Avalara of any contemplated sale or change of control of Partner or a Connector that, if completed, would impact ownership of the Connector, and Avalara will have 60 calendar days from the date of receipt of such notice to elect the option and right to purchase the Connector in accordance with the terms of Section 11(a) (Option to Purchase). Such notice shall include (i) the identity of the offeror, and (ii) the terms of the offer that relate to the Connector. Partner shall not convey any rights in the Connector until the earlier of either (1) the end of the 60-day period or (2) Avalara’s notice to Partner that Avalara has waived Avalara’s option to purchase the Connector.
Exhibit A
Connector Incentive Rates
Service | Service Fee | Connector Incentive Rate |
Avalara AvaTax | Activation | 10% |
Connector | 10% | |
Service | 10% | |
AvaTax for Communications | Annual Subscription | 10% |
Connector | 10% | |
CertCapture | Activation | 10% |
Connector | 10% | |
Service | 10% | |
Exemption Certificate Management (ECM) | Activation | 10% |
Service | 10% | |
VAT Reporting | Connector | 10% |
Service | 10% | |
AvaTax for Energy | Connector | 10% |
Service | 10% | |
| AvaTax for Tobacco | Connector | 10% |
| Service | 10% | |
Avalara e-Invoicing and Live Reporting | Connector | 10% |
Service | 10% |
Exhibit B
Partner Tier Requirements
- Additional Definitions.
“Annual Business Plan” means a detailed marketing and sales plan to promote the Services established jointly by the Parties that is reviewed and revised on an annual basis. To satisfy the applicable Partner Tier Requirement, Partner must participate in regular reviews of the Parties’ activities performed in accordance with the Partner Business Plan.
“Marketing Contact” means a representative of Partner that has been assigned to work with Avalara to market the Services.
“Certified Implementation Expert” means a representative of Partner that has successfully completed the Avalara Certified Implementation Expert Training.
“Joint Customer Success Story” means a case study, testimonial, or other marketing asset created and agreed upon jointly by Avalara and Partner that focuses on a mutual customer’s experience using the Services.
“Partner Executive Sponsorship” means an executive-level employee of Partner assigned to work with Avalara’s executive team.
- Partner Tier Requirements for Avalara for Technology Partners.
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | |
Net Revenue | ≥ $1,500,000 | ≥ $250,000 | ≥ $0 |
Certified Connector | 1 | 1 | 1 |
Annual Business Planning | Required, with quarterly check-ins | Recommended only, with quarterly check-ins | Not Required |
Partner Executive Sponsorship | Required | Recommended only | Not Required |
Joint Customer Success Story | 1 | Recommended only | Recommended only |
Certified Implementation Expert | 2+ | 1 | 0 |
Marketing Contact | Required | Required | Not Required |
Effective December 1st 2023 to November 30th 2024
DownloadSummary of changes
Modifications effective December 1, 2023 will not apply to current program participants until the expiration of the 90-day notice period on March 1, 2024.
Table of Contents
These Avalara for Technology Partners Terms and Conditions (“Technology Partner Terms”) govern Avalara’s offering of, and Partner’s participation in, Avalara for Technology Partners (the “Program”), and are in addition to and incorporate by reference the Avalara Partner Program General Terms and Conditions (located at http://partners.avalara.com/partnergeneralterms) (the “General Partner Terms”), as well as the Avalara Partner Program Agreement between Avalara and Partner (the “Partner Program Agreement”). Terms not defined in these Technology Partner Terms are defined in the General Partner Terms or the Partner Program Agreement. If a provision of these Technology Partner Terms conflict with the General Partner Terms or the Partner Program Agreement, the Partner Program Agreement governs, followed by these Technology Partner Terms, and, lastly, the General Partner Terms.
- Definitions. The capitalized terms used herein shall have the meanings set forth below:
“Certification” means that Partner has completed the process to ensure the Connector functions in accordance with Avalara’s requirements, and Avalara has provided final approval and acceptance of the Connector. A Connector is “Certified” if Avalara issues Certification.
“Connector” means a software and communications interface that connects a Customer’s business or financial software with an Avalara Service.
“Customer” means a customer who purchases an Avalara Service in conjunction with Partner’s Connector.
“Financial Incentives” means the amounts payable to Partner by Avalara as compensation for a Customer’s purchase of Avalara’s Services in accordance with Section 3 below.
“Service” means the software or service provided to Customers by Avalara that is eligible for Connector Incentives. The Services are set forth in Exhibit A.
“Service Fees” means the fee types that are eligible for Connector Incentives. The Service Fees are set forth in Exhibit A
- Avalara for Technology Partners. Partner will develop, maintain, and support the Connector(s) submitted to Avalara and achieve and maintain Certification.
- Partner Tiers. The Program has different tiers with associated requirements and benefits (“Partner Tiers”) for which Partner may qualify. The requirements to qualify for each Partner Tier (“Partner Tier Requirements”) are set forth in Exhibit B. Partner’s satisfaction of the Partner Tier Requirements and resulting Partner Tier will be determined based on Partner’s qualifying activities during the prior calendar year. If Partner qualifies for a higher Partner Tier during the first half of the current calendar year, Partner will be upgraded to the higher Partner Tier for the second half of the current calendar year. If Partner fails to maintain the Partner Tier Requirements associated with Partner’s current Partner Tier, Partner will be downgraded to a lower Partner Tier at the end of the current calendar year. At the start of Partner’s Initial Term, Partner will be a Registered Partner. “Registered Partner” means a partner enrolled in the Program that does not qualify for any Partner Tier.
- Avalara for Technology Partners Benefits. The benefits associated with each Partner Tier of the Program are set forth in the Avalara Partner Program Guide located at http://www.avalara.com/partner/program-guide.html (“Program Guide”).
- Modifications to Program Guide. Avalara may modify the Program Guide periodically without notice, with such modifications becoming effective upon the date set forth at the top of the Program Guide. Partner should review the Program Guide regularly to ensure awareness of any modifications.
- Financial Incentives. Subject to these Technology Partner Terms, Partner will earn Financial Incentives when a Customer purchases Avalara Services as set forth in an applicable Order Document or renewal notice that includes access to Partner’s Certified Connector (“Connector Incentive”).
- Connector Incentive Eligibility. To be eligible to earn Connector Incentives, Partner must meet the following conditions:
- Partner’s Connector must be Certified and maintained as set forth in these Technology Partner Terms;
- Avalara must have received full payment of all applicable fees from the Customer; and
- Partner must have provided all tax documentation and other information that Avalara needs to make payments to Partner, including Partner's W-9 or equivalent document.
- Calculation. Connector Incentives are calculated by multiplying the applicable percentage set forth in Exhibit A (“Connector Incentive Rate”) by Net Revenue. “Net Revenue” means the gross amount of Service Fees actually received by Avalara from a Customer for the Services being used with Partner’s Certified Connector, as set forth in the applicable Order Document or renewal notice. Net Revenue excludes: (i) subsequently credited charges, refunds, or charge backs; (ii) charges to an Customer for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (iii) charges in connection with a change made to an Customer’s Avalara subscription plan during its subscription term; (iv) postage, fax, insurance, or other administrative charges; and (v) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency.
- Exclusions and Limits.
- Except as may otherwise be provided in the Partner Program Agreement, if Partner receives a Connector Incentive under these Technology Partner Terms, Partner will not be eligible to receive financial incentives under any other Partner Program offered by Avalara for the same order of Services.
- Partner shall only be entitled to Connector Incentives for Services described in Exhibit A that are purchased by a Customer for use with Partner’s Certified Connector (e.g., a Certified Connector to Avalara AvaTax is eligible to earn Connector Incentives for Avalara AvaTax items).
- For Customers who purchase multiple Connectors, the Connector Incentive will be split as described in this section. The calculation will be made at the time the Customer purchases or renews a Service subscription and will be based on the number of Connectors used by the Customer at that time. If the Connector Incentive is split under this section, Partner’s Connector Incentive Rate will be calculated as follows: C = (X/Y)*Z, where C is the Connector Incentive Rate that Partner will receive, X is the number of Certified Connectors provided by Partner to the Customer, Y is the total number of Connectors ordered by the Customer, and Z is the applicable Connector Incentive Rate specified in Exhibit A. For example, if a new Customer remits to Avalara Net Revenue of $30,000, that Customer uses three Connectors at that time, of which two are provided by Partner, and the applicable Connector Incentive Rate specified in Exhibit A is 10%, then Partner’s Connector Incentive Rate would be 6.7% (2/3 of 10%) and Partner would receive $2,000 (6.7% of $30,000) in Connector Incentives for this Customer.
- No Additional Customer Fees. As consideration for the Connector Incentives provided under these Technology Partner Terms, Partner agrees to make the Connector available to Customers at no additional cost (including, but not limited to, fees for installation or maintenance of the Connector).
- Connector Incentive Eligibility. To be eligible to earn Connector Incentives, Partner must meet the following conditions:
- Development, Certification, and Acceptance.
- Certification Submission. Avalara will assist with Partner’s development of the Connector through documentation and specifications Avalara makes available at http://developer.avalara.com. In Avalara’s sole discretion, Avalara may assign a resource to support Partner’s development and Certification of the Connector. Partner will use commercially reasonable efforts to develop and submit the Connector for Certification in accordance with the acceptance criteria and Certification documentation, within 180 calendar days of the Effective Date.
- Acceptance and Certification. Each Connector will be subject to Avalara’s final approval and acceptance prior to Certification. To achieve Certification for each Connector, Partner must ensure the Connector meets the acceptance testing criteria made available by Avalara, and Partner will submit the Connector and the results of such testing to Avalara for acceptance. Avalara will also independently test and evaluate each Connector. If Avalara does not accept a Connector, Partner will correct the Connector and resubmit it to Avalara for Certification. If Partner’s Connector is not accepted by Avalara, Avalara will provide Partner with a written report describing the reasons for non-acceptance. Partner will not be eligible to receive Commission for a Connector unless and until such Connector has been Certified by Avalara. Certification expires after three years, after which the Connector must be resubmitted for Certification in accordance with the then-current guidelines and requirements for Certification.
- Connector Documentation, Training, and Access. Partner will: (a) provide documentation for installation and user support (for example, user guides) to Avalara in a format specified by Avalara, (b) provide training resources to Avalara’s personnel on all aspects of the Connector (including training sessions via webinar and technical documentation), and (c) provide access necessary to enable Avalara to demonstrate the Connector to Customers and to provide support as set forth in Section 5(c) (Technical Support) below.
- Costs. Partner will bear sole responsibility for all expenses incurred in connection with the development, maintenance, and support of its Connector(s).
- Connector Maintenance and Support.
- Maintenance. Partner will use commercially reasonable efforts to ensure that each Connector remains functional and compatible in all material respects with Avalara’s Services. If an updated, modified, or new version of Avalara’s Services affects the functionality of a Connector, Partner will update the Connector to ensure proper functionality and compatibility and will provide the updated Connector to Customers within a commercially reasonable period of time.
- Failure or Expiration of Certification. If Partner fails to maintain the functionality and compatibility of a Connector, Avalara will provide Partner with notice of such failure via email or through Avalara’s Partner Portal. If Partner does not correct its failure within 30 days of the date of the notice or if Certification is expired, Partner shall not earn Connector Incentives for which it would otherwise be eligible under these Technology Partner Terms, and Partner will not be eligible to restart earning Connector Incentives until such functionality and compatibility issues are resolved. Avalara has no obligation to provide notice of Certification expiration to Partner. Avalara will not enforce this Section 5(b) with respect to Certification expiration until January 1, 2025.
- Technical Support.
- Partner Support. At Partner’s expense, Partner will provide technical support to Avalara and to Customers to answer questions and resolve problems to the extent such questions or problems relate to the Connector. Requests for technical support may come directly or by escalation or referral by Avalara. Partner will use commercially reasonable efforts to respond to technical support requests for the Connector within two business days and at no less than the same level of support that Partner provides to Partner’s own customers and end users.
- Avalara Support. Avalara will provide technical support relating specifically to Avalara’s Services. If Partner determines that a problem experienced by a Customer is caused by Avalara’s Services and not Partner’s Connector, Partner will refer such Customer to Avalara for technical assistance.
- Fees and Payment.
- Payment. Avalara will pay Connector Incentive payments ("Payment(s)") within 30 days from the end of the calendar month in which the applicable Service Fees were received from Customer. Payments will only include amounts for funds actually collected by Avalara. Avalara will track qualifying sales to Customers and make those reports available to Partner via the Partner Portal. The form, content, and frequency of the reports may vary from time to time in Avalara’s sole discretion.
- Offsets and Refunds. Subject to Section 6(d) (Claims) below, Avalara may deduct or offset amounts owed by Partner to Avalara from any Payments. Partner may owe amounts to Avalara as a result of a Connector Incentive paid for an order of Services where Avalara never receives payment from the Customer, for a Connector Incentive paid for an order of Services that is subsequently refunded to a Customer, or for amounts paid to Partner in error, among others. If the amount owed by Partner under this section exceeds the Payments owed to Partner, Partner will pay Avalara such excess amount owed within 30 calendar days of the date of Avalara’s invoice.
- Taxes. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. If withholding of any tax is required under applicable law in respect of any payment by Avalara to Partner hereunder, Avalara will: (a) withhold the appropriate amount from such payment, and (b) remit such amount to the relevant authorities in accordance with applicable laws.
- Claims. Any claim for any unpaid, underpaid, or overpaid Connector Incentives made by either Party must be submitted to the other Party in writing within three months after the end of the calendar year in which the event giving rise to the claim occurred. Following the expiration of that period, each Party agrees to waive any and all rights to assert a claim for such unpaid, underpaid, or overpaid Connector Incentives.
- Partner Invoices. If applicable, Partner will submit invoices via email to accountspayable@avalara.com or another address provided by Avalara. All invoices will be in U.S. dollars and contain sufficient detail to allow Avalara to determine the accuracy of the amounts billed. Avalara will pay invoices net 45 days from receipt of a correct and undisputed invoice.
- Avalara Affiliates. If and to the extent the applicable Services are provided to a Customer by Avalara’s Affiliate, Avalara or its Affiliate may make Payments to Partner.
- Modification. Avalara may modify these Technology Partner Terms, including, for example, Exhibit A. If Avalara modifies these Technology Partner Terms, it will provide written notice to Partner of those modifications at least 90 days prior to the effectiveness of the modifications. If modifications materially and adversely affect Partner, and Partner does not wish to accept such modifications, then Partner may terminate Partner’s Program Enrollment, and the modifications will not apply during any wind down period (as described in Section 10 (Wind Down)). If modifications are necessary to comply with applicable laws, Avalara will use commercially reasonable efforts to provide prior notice when practicable. If Partner does not terminate Partner’s Program Enrollment as specified in this Section 7 (Modification), then Partner will be bound by the modified terms beginning upon the effective date set forth in the modification notice.
- Term. The initial term of Partner’s participation in the Program (“Partner’s Program Enrollment”) will begin on the Effective Date of the Partner Program Agreement and will continue for one year (the “Initial Term”). At the end of the Initial Term or then-current Renewal Term, Partner’s Program Enrollment will automatically renew for an additional one-year period (a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party at least 30 calendar days’ prior to the expiration of the then-current Initial Term or Renewal Term. The Initial Term and each Renewal Term are collectively referred to as the “Term”.
- Termination.
- Material Breach. Either Party may immediately terminate Partner’s Program Enrollment for cause by giving written notice of termination to the other if the other Party materially breaches any of its contractual obligations related to Partner’s participation in the Program and does not cure the breach within 30 calendar days after the non-breaching Party gives written notice to the breaching Party.
- Effect of Termination or Expiration. Except as otherwise provided in these Technology Partner Terms or the General Partner Terms, upon termination or expiration of Partner’s Program Enrollment:
- All rights and licenses granted under in connection with Partner’s participation in the Program will immediately cease;
- Partner will have no obligation to support or maintain Connector(s), and Avalara will stop charging Customers for their use of the Connector upon the expiration of their then-current subscription terms;
- Customers of Partner’s deployed on-premise solution(s), if any, have the right to continue to use the associated Connector(s) at their own risk, and Partner shall have no obligations with regard to such use;
- Each Party will immediately stop using and either destroy or delete any Confidential Information (as defined in the General Partner Terms) provided by the other Party in connection with Partner’s participation in the Program; and
- Those provisions of these Technology Partner Terms, the General Partner Terms, and Partner Program Agreement that by their nature should survive termination or expiration will survive, including, for example, ownership provisions, confidentiality, disclaimers, indemnities, and limitations of liability.
- Wind Down. Both Parties acknowledge that some Customers subscribe to the Services based on the availability of Partner’s Connector and rely on the availability of that Connector. To mitigate any disruption to those Customers, for a period not to exceed 18 months after the date of any termination or expiration of Partner’s Program Enrollment, both Parties (a) will ensure that existing Customers can continue to use the Connector and the applicable Service for the remainder of those Customers’ subscriptions, and (b) will continue to perform their maintenance and support obligations under these Technology Partner Terms with respect to Connectors and Services until all Avalara Service subscriptions with Customers using Partner’s Connector have terminated or transitioned to other Connectors.
- Option to Purchase and Notice of Sale or Change of Control. This Section 11 does not apply to Connectors that integrate with a SaaS solution owned or managed by Partner. If the Connector integrates with software or services developed by a third party or if the Connector is installed locally by Customers, the following additional sections apply:
- Option to Purchase. During the Term and for a period of 12 months after the termination or expiration of Partner’s Program Enrollment, Avalara will have the option to purchase all rights to any Connector developed by Partner under these Technology Partner Terms for an amount equal to the greater of $10,000 or the Connector Incentives earned by Partner for the Connector for the 12 months preceding the termination or expiration of Partner’s Program Enrollment. Upon Avalara’s exercise of this option, Partner shall: (i) transfer to Avalara the right, title, and benefit in and to the Connector, including all Intellectual Property; (ii) provide Avalara with all code and documentation necessary to maintain and improve the Connector; and (iii) provide full cooperation in ensuring that this transfer of rights and information is conducted in an expeditious manner that minimizes disruption to Avalara’s business.
- Notice of Sale or Change of Control. Partner shall provide notice to Avalara of any contemplated sale or change of control of Partner or a Connector that, if completed, would impact ownership of the Connector, and Avalara will have 60 calendar days from the date of receipt of such notice to elect the option and right to purchase the Connector in accordance with the terms of Section 11(a) (Option to Purchase). Such notice shall include (i) the identity of the offeror, and (ii) the terms of the offer that relate to the Connector. Partner shall not convey any rights in the Connector until the earlier of either (1) the end of the 60-day period or (2) Avalara’s notice to Partner that Avalara has waived Avalara’s option to purchase the Connector.
Exhibit A
Connector Incentive Rates
Service | Service Fee | Connector Incentive Rate |
Avalara AvaTax | Activation | 10% |
Connector | 10% | |
Service | 10% | |
AvaTax for Communications | Annual Subscription | 10% |
Connector | 10% | |
CertCapture | Activation | 10% |
Connector | 10% | |
Service | 10% | |
Exemption Certificate Management (ECM) | Activation | 10% |
Service | 10% | |
VAT Reporting | Connector | 10% |
Service | 10% | |
Avalara AvaTax Excise | Connector | 10% |
Service | 10% | |
Avalara e-Invoicing and Live Reporting | Connector | 10% |
Service | 10% |
Exhibit B
Partner Tier Requirements
- Additional Definitions.
“Annual Business Plan” means a detailed marketing and sales plan to promote the Services established jointly by the Parties that is reviewed and revised t on an annual basis. To satisfy the applicable Partner Tier Requirement, Partner must participate in regular reviews of the Parties’ activities performed in accordance with the Partner Business Plan.
“Marketing Contact” means a representative of Partner that has been assigned to work with Avalara to market the Services.
“Certified Implementation Expert” means a representative of Partner that has successfully completed the Avalara Certified Implementation Expert Training.
“Joint Customer Success Story” means a case study, testimonial, or other marketing asset created and agreed upon jointly by Avalara and Partner that focuses on a mutual customer’s experience using the Services.
“Partner Executive Sponsorship” means an executive-level employee of Partner assigned to work with Avalara’s executive team.
- Partner Tier Requirements for Avalara for Technology Partners.
Premier (Tier 1) | Preferred (Tier 2) | Authorized (Tier 3) | |
Net Revenue | ≥ $1,500,000 | ≥ $250,000 | ≥ $0 |
Certified Connector | 1 | 1 | 1 |
Annual Business Planning | Required, with quarterly check-ins | Recommended only, with quarterly check-ins | Not Required |
Partner Executive Sponsorship | Required | Recommended only | Not Required |
Joint Customer Success Story | 1 | Recommended only | Recommended only |
Certified Implementation Expert | 2+ | 1 | 0 |
Marketing Contact | Required | Required | Not Required |
Effective December 13th 2022 to December 1st 2023
DownloadTable of Contents
This Technology Partner Program document describes the terms and conditions of Avalara’s Technology Partner Program and is subject to the Avalara Partnership Agreement between Avalara and Partner. The terms and conditions of this Technology Partner Program govern Avalara’s offering of the Partner Program described below and Partner’s participation in the Program. Terms not defined in this Technology Partner Program are defined in the Avalara Partnership Agreement or the General Partner Terms.
- Definitions. Unless otherwise defined in this Technology Program, the capitalized terms used herein shall have the meaning set forth below:
- “Certification” means that Partner has completed the process to ensure that the Connector functions in accordance with Avalara’s requirements.
- “Connector” means a software and communications interface that connects an End User’s business or financial software with an Avalara Service. An Extractor, as defined in the Terms and Conditions, is a form of Connector.
- “End User” means a customer who purchases an Avalara Service in conjunction with Partner’s Connector.
- “Service” means the software and/or service provided to End Users by Avalara. A complete list of Avalara offerings that are considered Services under this Agreement is contained in Exhibit A.
- Program. Partner will develop, maintain, and support the Connector(s) submitted to Avalara and achieving Certification.
- Commission. Avalara will pay Partner the percentage set forth in Exhibit A (the “Commission Rate”) of the amounts attributable to an End User’s purchase of Avalara Services set forth in an Order Document or renewal notice that includes access to Partner’s Connector (the “Commission”) according to the terms of this Program.
- Commission Eligibility. To be eligible for the Commission:
- Partner’s Connector must be Certified and maintained as set forth in this Agreement; and
- Avalara must receive full payment of all applicable fees from the End User.
- Partner must have provided all tax documentation that Avalara needs to make payments to Partner, including Partner's W-9.
- Calculation. Commission payments are based on percentage of “Net Revenue”, which is defined as the gross amount actually received by Avalara from an End User for the Services as listed on Customer’s Order Document or appearing on Customer’s renewal notice. Net Revenue excludes: (a) subsequently credited charges, refunds, or charge backs; (b) charges to an End User for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (c) charges in connection with a change made to an End User’s Avalara subscription plan during its subscription term; (d) postage, fax, insurance, or other administrative charges; and (e) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency.
- Exclusions and Limits.
- If Partner receives Commission under this Agreement, Partner will not be eligible to receive Commission under any other Avalara partner program for the same order of Services unless otherwise expressly agreed to by the Parties in the Avalara Partnership Agreement.
- Partner shall only be entitled to Commission for Services described in Exhibit A to which Partner’s Connector integrates (e.g., a Connector to Avalara AvaTax is eligible to earn Commission for Avalara AvaTax items).
- For End Users who purchase multiple Connectors, the Commission will be split as described in this section. The calculation will be made at the time that the End User purchases a product or service and/or renews a subscription and will be based on the number of Connectors used by the End User at that time. In the event that the Commission is split under this section, Partner’s Commission Rate will be calculated as follows: C = (X/Y)*Z, where C is the Commission Rate that Partner will receive, X is the number of Connectors provided by Partner to the End User, Y is the total number of Connectors ordered by the End User, and Z is the applicable Commission Rate specified in Exhibit A. For example, if a new End User remits to Avalara Net Revenue of $30,000, that End User uses three Connectors at that time, of which two are provided by Partner, and the applicable Commission Rate specified in Exhibit A is 10%, then Partner’s Commission Rate would be 6.7% (2/3 of 10%) and Partner would receive $2,000 (6.7% of $30,000) in Commission for this End User.
- No Additional End User Fees. As consideration for the Commission provided under this Agreement, Partner agrees to make the Connector available to End Users at no additional cost (including, but not limited to, fees for installation or maintenance of the Connector).
- Commission Eligibility. To be eligible for the Commission:
- Development, Certification, and Acceptance.
- Certification Submission. Avalara will assist with Partner’s development of the Connector through documentation and specifications Avalara makes available at http://developer.avalara.com. Avalara’s Certification team will also be available as reasonably requested by Partner to answer any questions Partner may have regarding development and Certification of the Connector. Partner will use commercially reasonable efforts to develop and submit the Connector for Certification in accordance with the acceptance criteria and Certification documentation, within 90 calendar days of the Effective Date.
- Acceptance and Certification. Each Connector will be subject to Avalara’s final approval and acceptance prior to Certification. To achieve Certification for each Connector, Partner must ensure the Connector meets the acceptance testing criteria made available by Avalara, and Partner will submit the Connector and the results of such testing to Avalara for acceptance. Avalara will also independently test and evaluate each Connector. If Avalara rejects a Connector, Partner will correct the Connector and will resubmit the Connector to Avalara for Certification. If Partner’s Connector is not accepted by Avalara, Avalara will provide Partner with a written report describing the reasons for non-acceptance. Partner will not be eligible to receive Commission for a Connector unless and until such Connector has been certified by Avalara.
- Connector Documentation, Training, and Access. Partner will: (a) provide documentation for installation and user support (for example, user guides) to Avalara in a format specified by Avalara, (b) provide training resources to Avalara’s personnel on all aspects of the Connector (including training sessions via webinar and technical documentation), and (c) provide access necessary to enable Avalara to demonstrate the Connector to End Users and to provide support as set forth in Section 5.3 (Technical Support) below.
- Costs. Unless otherwise specified in this Agreement, Partner will bear sole responsibility for all expenses incurred in connection with the development, maintenance, and support of its Connector(s).
- Connector Maintenance and Support.
- Maintenance. Partner will use commercially reasonable efforts to ensure that each Connector remains functional and compatible in all material respects with Avalara’s Services. If an updated, modified, or new version of Avalara’s Services affects the functionality of a Connector, Partner will update the Connector to ensure proper functionality and compatibility and will provide the updated Connector to End Users within a commercially reasonable period of time.
- Commission Suspension. If Partner fails to maintain the functionality and compatibility of a Connector, Avalara will provide Partner with notice of such failure via email or through Avalara’s Partner Portal. If Partner does not correct its failure within 30 days of the date of the notice, Partner shall not earn Commission for which it would otherwise be eligible under the Program, and Partner will not be eligible to restart earning Commission until such functionality and compatibility issues are resolved.
- Technical Support.
- Partner Support. At Partner’s expense, Partner will provide technical support to Avalara and to End Users to answer questions and resolve problems to the extent such questions or problems relate to the Connector. Requests for technical support may come directly or by escalation or referral by Avalara. Partner will use commercially reasonable efforts to respond to technical support requests for the Connector within two business days and at no less than the same level of support that Partner provides to Partner’s own customers and end users.
- Avalara Support. Avalara will provide technical support relating specifically to Avalara’s Services. If Partner determines that a problem experienced by an End User is caused by Avalara’s Services and not Partner’s Connector, Partner will refer such End User to Avalara for technical assistance.
- Marketing.
- Partner Business Plan. The Parties will collaborate to establish a detailed marketing and sales plan (“Partner Business Plan”) to promote the Connector within 30 calendar days after the Effective Date and will review and revise the Partner Business Plan on an annual basis thereafter. As part of the Partner Business Plan, Partner will: (a) participate in regular reviews of the business and the marketing activities in the Partner Business Plan, and (b) permit Avalara and third parties to promote and make available the Connector to potential End Users.
- Marketing upon Certification. Upon Certification of each Connector: (a) Partner will be eligible to use Avalara’s Certification Logo for Partner’s Connector; (b) the Parties may issue a joint press release announcing the Certification and the availability of Partner’s Connector; and (c) the Parties will advertise the availability and features of Partner’s Connector on their respective websites.
- Fees and Payment.
- Payment. Avalara will pay Commission payments ("Payment(s)") on a monthly basis. Payments will be remitted to Partner within 30 days following the last day of the month in which the Commission was earned. Payments will only include amounts for funds actually collected by Avalara from End Users whose right to a refund has expired (typically, the right to refund expires after 60 days). Avalara will track commissionable sales to End Users and make those reports available to Partner. The form, content, and frequency of the reports may vary from time to time in Avalara’s sole discretion. Any Commissions due for funds collected by Avalara from End Users after the applicable Payment period will be applied to subsequent Payments.
- Offsets and Refunds. Subject to Section 7(d) (Claims) below, Avalara may deduct or offset amounts owed by Partner to Avalara from any Payments. For example, if Avalara pays Commission for an order of Services but Avalara never receives payment from the End User, or if any amount is paid to Partner in error, Avalara may deduct such paid amounts from subsequent Payments. In the event that a refund is issued to an End User, and a Commission was previously paid to Partner based on the amount that was subsequently refunded, Avalara may offset the amount of the Commission paid on the refunded amount from a future Payment. If the amount owed by Partner under this section exceeds the Payments owed to Partner, Partner will pay Avalara such excess amount owed within 30 calendar days of the date of Avalara’s invoice.
- Taxes. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. If withholding of any tax is required under applicable law in respect of any payment by Avalara to Partner hereunder, Avalara will: (a) withhold the appropriate amount from such payment, and (b) remit such amount to the relevant authorities in accordance with applicable laws.
- Claims. Any claim for any unpaid, underpaid, or overpaid Commission made by either Party must be submitted to the other Party in writing within three months after the end of the calendar year in which the event giving rise to the claim occurred. Following the expiration of that three-month period, each Party agrees to waive any and all rights to assert a claim for such unpaid, underpaid, or overpaid Commission.
- Partner Invoices. If applicable, Partner will submit invoices via email to accountspayable@avalara.com or another address provided by Avalara. All invoices will be in U.S. dollars and contain sufficient detail to allow Avalara to determine the accuracy of the amounts billed. Avalara will pay invoices net 45 days from receipt of a correct and undisputed invoice.
- Term. The initial term of this Agreement will begin on the Effective Date and will continue for one year, to the first anniversary of the Effective Date (the “Initial Term”). At the end of the then-current Initial Term or Renewal Term, this Agreement will automatically renew for an additional one-year period (a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party at least 30 calendar days’ prior to the expiration date of the then-current Initial Term or Renewal Term. The Initial Term and each Renewal Term are collectively referred to as the “Term”.
- Modification. Avalara may modify this Program, including, for example, Exhibit A. If Avalara modifies this Program, it will provide written notice to Partner of those modifications at least 90 days prior to the effectiveness of the modifications. If modifications materially and adversely affect Partner, and Partner does not wish to accept such modifications, then Partner may terminate its participation in the Program and this Agreement, and the modifications will not apply during any wind down period (as described in Section 11). If modifications are necessary to comply with Applicable Laws, Avalara will use commercially reasonable efforts to provide prior notice when practicable. If Partner does not terminate its participation in the Program as specified in this Section 9 (Modification), then Partner will be bound by the modified terms beginning upon the effective date set forth in the modification notice.
- Termination.
- Material Breach. Either Party may immediately terminate this Agreement for cause by giving written notice of termination to the other if the other Party breaches any of its material obligations under this Agreement and does not cure the breach within 30 calendar days after the non-breaching Party gives written notice to the breaching Party.
- Effect of Termination or Expiration. Except as otherwise provided in this Agreement, upon termination or expiration of this Agreement:
- All rights and licenses granted under this Agreement will immediately cease;
- Partner will have no obligation to support or maintain Connector(s), and Avalara will stop charging End Users for their use of the Connector upon the expiration of their then-current Subscription Terms;
- End Users of Partner’s deployed on-premise solution(s), if any, have the right to continue to use the associated Connector(s) at their own risk, and Partner shall have no obligations with regard to such use;
- Each Party will immediately stop using and either destroy or delete any Confidential Information (as defined in the General Partner Terms) provided by the other Party under this Agreement; and
- Those provisions of this Agreement that by their nature should survive termination or expiration will survive, including, but not limited to, ownership provisions, confidentiality, disclaimers, indemnities, and limitations of liability.
- Wind Down. Both Parties acknowledge that some End Users subscribe to the Services based on the availability of Partner’s Connector and rely on the availability of that Connector. To mitigate any disruption to those End Users, for a period not to exceed 18 months after the date of any termination or expiration of this Agreement, both Parties (a) will ensure that existing End Users can continue to use the Connector and the applicable Service for the remainder of those End Users’ subscriptions, and (b) will continue to perform their maintenance and support obligations under this Agreement with respect to Connectors and Services until all Avalara Service subscriptions with End Users using Partner’s Connector have terminated or transitioned to other Connectors.
- Option to Purchase and Notice of Sale or Change of Control. If the Connector integrates with software or services developed by a third party or if the Connector is installed locally by End Users, the following additional sections apply:
- Option to Purchase. During the Term of this Agreement and for a period of 12 months after the termination or other expiration of this Agreement, Avalara will have the option to purchase all rights to any Connector developed by Partner under this Agreement for an amount equal to the greater of $10,000 or the Commission earned by Partner for the Connector for the 12 full calendar months preceding the termination or expiration of the Agreement. Upon Avalara’s exercise of this option, Partner shall: (a) transfer to Avalara the right, title, and benefit in and to the Connector, including all Intellectual Property Rights; (b) provide Avalara with all code and documentation necessary to maintain and improve the Connector; and (c) provide full cooperation in ensuring that this transfer of rights and information is conducted in an expeditious manner that minimizes disruption to Avalara’s business.
- Notice of Sale or Change of Control. Partner shall provide notice to Avalara of any contemplated sale or change of control of Partner or a Connector that, if completed, would impact ownership of the Connector, and Avalara will have 60 calendar days from the date of receipt of such notice to elect the option and right to purchase the Connector in accordance with the terms of Section 12(a) (Option to Purchase). Such notice shall include (i) the identity of the offeror, and (ii) the terms of the offer that relate to the Connector. Partner shall not convey any rights in the Connector until the earlier of either (a) the end of the 60-day period or (b) Avalara’s notice to Partner that Avalara has waived Avalara’s option to purchase the Connector.
Exhibit A: Commissions Rates Table
| Product | Item | Commission Rates |
|---|---|---|
| Avalara AvaTax | Activation | 10% |
| Connector | 10% | |
| Consumer Use Tax (Primary & Additive) | 10% | |
| Service | 10% | |
| AvaTax for Communications | Annual Subscription | 10% |
| Connector | 10% | |
| CertCapture | Activation | 10% |
| Connector | 10% | |
| Service | 10% | |
| VAT Reporting | Connector | 10% |
| Service | 10% | |
| VAT Expert | Connector | 10% |
| Service | 10% | |
| Avalara AvaTax Excise | Connector | 10% |
| Service | 10% | |
| Avalara e-Invoicing and Live Reporting | Connector | 10% |
| Service | 10% |
Avalara Implementation Certification Terms and Conditions
Effective October 7th 2024
DownloadTable of Contents
These Avalara Implementation Certification Terms and Conditions ("Terms") govern Avalara’s offering of, and Provider's participation in, the Avalara Implementation Certification Program (the "Program"). These Terms are in addition to, and incorporate by reference, the Avalara Partner Program General Terms and Conditions (located at https://legal.avalara.com/partner.legal.center) (the "General Partner Terms"), as well as the Avalara Partner Program Agreement ("Program Agreement") between Avalara and Provider. The Partner Program Agreement identifies the Programs in which Partner has elected to participate. Capitalized terms not defined in these Terms are defined in the Program Agreement or the General Partner Terms. If a provision of these Terms conflicts with the General Partner Terms or the Program Agreement, the Program Agreement governs, followed by these Terms, and, lastly, the General Partner Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meanings:
- "Avalara Certified Implementation Expert" or "ACIE" means Certified Implementation Provider's employees who meet Certification Requirements for one or more Services.
- “Certification” means that Provider and all its ACIEs who perform Implementation Services meet Avalara's Certification Requirements (as defined below) for a Service. A Provider is "Certified" if it has achieved Certification.
- “Certified Implementation Provider” means a Provider that Avalara determines has achieved Certification with respect to one or more Services.
- “CIP Badge” means an Avalara Implementation Certification Program badge that Avalara licenses to Certified Implementation Provider for use in accordance with the Agreement. CIP Badges are Avalara’s Intellectual Property.
- “Customer” means a customer who purchases an Avalara Service and for whom Certified Implementation Provider is performing Implementation Services.
- "Implementation Services" means professional services provided by Certified Implementation Provider to Customers for implementation, integration, testing, and set up of Avalara Services.
- "Provider" means the counterparty who has agreed to the terms of the Program Agreement.
- "Service" means the software or service provided to Customers by Avalara for which Provider may achieve Certification to provide Implementation Services. The Services are set forth in Exhibit A.
- Certification. Provider mush achieve and maintain Certification for each Service for which Provider provides Implementation Services.
- Requirements. For each Service for which Provider provides Implementation Services, Provider must satisfy the requirements of this Section 2 (Certification) to achieve and maintain Certification ("Certification Requirements").
- ACIE Training. Provider's employees must complete initial training, as established by Avalara from time to time, which includes, in Avalara's discretion, passage of an exam administered by Avalara at the conclusion of training (the initial training, including, if applicable, passage of the exam is the “ACIE Training”). Provider is not eligible to be considered as a Certified Implementation Provider until at least two employees have completed ACIE Training. At least two employees must complete ACIE Training within six months of the Effective Date.
- Employee Requirements. At least two employees who have completed ACIE Training (or who are making a good faith effort to promptly complete ACIE Training as determined by Avalara in its sole discretion) must be employed by Provider at all times during the Term of the Agreement. Provider shall promptly notify Avalara if any of Provider's ACIEs who have completed ACIE Training are no longer employed by Provider and will ensure such ACIEs cease use of CIP Badges. For each Service for which Provider is Certified, each ACIE must complete two implementations every 12 months beginning upon such ACIE's completion of ACIE Training.
- Additional Certification Requirements. From time to time, Avalara may in its reasonable discretion establish additional Certification Requirements, such as completion of successful customer implementations prior to Certification.
- Documentation. Avalara will collect and store Personal Information relating to Provider's employees (i) solely as required for the purposes of this Program (for example, documenting the participation of such employees in ACIE Training) and (ii) in accordance with Avalara’s Privacy Policy located at https://www.avalara.com/privacy-policy. Provider shall provide such employees a copy of Avalara’s Privacy Policy.
- Acceptance. Avalara shall provide written notice to Provider upon Provider's completion of all Certification Requirements and achievement of Certification.
- Requirements. For each Service for which Provider provides Implementation Services, Provider must satisfy the requirements of this Section 2 (Certification) to achieve and maintain Certification ("Certification Requirements").
- Program Benefits; License. Following Certification, Certified Implementation Provider will be listed on Avalara’s Certified Implementation Provider webpage. Furthermore, Avalara grants to Certified Implementation Provider, during the Term and subject to the terms of the Agreement, a worldwide, royalty-free, non-exclusive, non- sublicensable, non-transferable, revocable license to use the CIP Badges that Avalara expressly authorizes Certified Implementation Provider to use, solely for promotion of Certified Implementation Provider's participation in the Program and only for the Services for which it is Certified. Certified Implementation Provider shall use the CIP Badges in compliance with all guidelines Avalara provides.
- Suspension. If Provider fails to fulfill its obligations under this Program or breaches the Agreement, Avalara may suspend Provider's participation in the Program. Avalara shall deliver to Provider a written notice identifying Provider's deficiencies, and Provider shall have 30 days in which to cure (if capable of cure) such deficiencies. For example, Avalara may suspend Provider's participation in the Program if: (i) Provider fails to satisfy any of the Certification Requirements; (ii) Provider misuses the CIP Badges; or (iii) Avalara has reasonable concerns about the Implementation Services provided by Provider. If Avalara suspends Provider's participation in the Program, Avalara may: (i) direct Provider to immediately cease use of Avalara’s Intellectual Property; (ii) remove Provider from Avalara’s Certified Implementation Provider webpage; (iii) prohibit Provider from performing Implementation Services; and (iv) inform Customers of Provider's suspension. If Provider does not cure the deficiencies within the 30-day period, Avalara reserves the right to immediately terminate Provider's participation in this Program, subject to Section 8(d) (Effects of Termination) of these Terms and Section 5(c) (Effects of Termination) of the General Partner Terms.
- No Exclusivity. Provider acknowledges and agrees that Avalara will engage with other Certified Implementation Providers and will provide CIP Badges and other Program benefits to them. Avalara has no obligation to use Provider for Implementation Services, and customers who purchase Services from Avalara are not required to engage Provider and may use implementation services provided by Avalara or other providers.
- Service Representations. Provider shall limit its representations regarding Avalara’s Services to those contained in these Terms or to those expressly set forth in Avalara’s Documentation. Provider (i) shall not make any other representations or warranties with respect to Avalara’s Services; and (ii) shall represent itself as a Certified Implementation Provider of a Service and use the corresponding CIP Badge only if it has achieved and maintained Certification for such Service. Accordingly, Provider will indemnify and hold harmless Avalara, its Affiliates, and their respective employees, officers, directors, and agents from and against any damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or in connection with any third-party claim, action, proceeding, or investigation (“Claim”) made by Customers based on representations and warranties made by Provider that exceed the scope set forth in these Terms or the Documentation.
- ACIEs; Warranty. Provider shall be fully responsible for the actions of its employees and any failure by any employee to comply with the Agreement applicable to Provider shall be a breach of the Agreement by Provider. Provider shall perform the Implementation Services using qualified ACIEs, only, and such ACIEs shall provide Implementation Services in a timely and professional manner, with the degree of skill and diligence that would be expected from a skilled and experienced person engaged in the same type of business.
- Term and Termination.
- Term. The initial term of this Agreement begins on the Effective Date and will continue for a period of 12 months (the “Initial Term”), unless earlier terminated in accordance with this Section 8. Upon expiration of the Initial Term, this Agreement will automatically renew for successive 12-month periods (each, a “Renewal Term”), unless earlier terminated in accordance with this Section 8. The Initial Term and each Renewal Term are collectively referred to in this Program as the “Term”.
- Termination for Convenience. Either Party may terminate this Agreement for any reason by providing the other Party with 30 days’ prior written notice of termination.
- Termination for Breach. Either Party may immediately terminate this Agreement by written notice to the other: (a) if the other Party materially breaches any of its obligations under this Agreement, and, if the breach is capable of cure, fails to cure the breach within 30 days of receipt of notice of breach; or (b) upon the Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors or similar disposition of its assets, or becoming the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.
- Effects of Termination. Except as otherwise provided in the Agreement, upon termination of this Agreement, the following applies:
- in order to minimize impact to Customers, Provider and Avalara will work together in good faith until any ongoing Implementation Services are complete or transitioned to Avalara or another Avalara provider;
- All rights and licenses granted under this Agreement will immediately cease;
- Each party will immediately stop using and either destroy or delete any Confidential Information provided by the other party under this Agreement, other than Confidential Information in automatic computer backups or that must be retained for regulatory, legal, or audit purposes or for compliance with its document retention policies, provided that any retained Confidential Information will be subject to the confidentiality provisions of the General Partner Terms for as long as it is retained; and
- Those provisions of the Agreement that by their nature should survive termination or expiration will survive, including, but not limited to, ownership provisions, confidentiality, disclaimers, indemnities, and limitations of liability.
- Indemnification. In addition to the indemnification obligations set forth in the General Partner Terms, Provider will indemnify and hold harmless Avalara, its Affiliates, and their respective employees, officers, directors, and agents from and against any Losses arising out of or in connection with any Claim based on or arising out of the Implementation Services.
- Modification. Avalara may modify these Terms. If Avalara modifies these Terms, it will provide written notice to Provider of those modifications at least 30 days prior to the effective date of the modifications provided Avalara may update Exhibit A without providing notice. If Provider does not wish to accept such modifications, then Provider may terminate the Agreement and its participation in this Program, subject to Section 8(d) (Effects of Termination), by written notice to Avalara. If Provider does not terminate its participation in the Program as specified in this Section 10 (Modification), then Provider will be bound by the modified terms beginning upon the effective date set forth in the modification notice.
Exhibit A
Services
Advanced Transaction Rules |
AvaTax |
Exemption Certificate Management (ECM) |
Returns |
SaaS VAT Reporting |
Streamlined Sales Tax (SST) Returns |
Effective May 11th 2023 to October 10th 2024
DownloadTable of Contents
This Certified Implementer Program document describes the terms and conditions of Avalara’s Certified Implementer Program and is subject to the Avalara Certified Implementer Program Agreement between Avalara and Implementer. The terms and conditions of this Certified Implementer Program govern Avalara’s offering of the Program described below and Implementer’s participation in the Program. Terms not defined in this Certified Implementer Program are defined in the Avalara Certified Implementer Program Agreement or the General Partner Terms.
- Definitions. Capitalized terms used in this Certified Implementer Program have the following meanings:
- “Certification” means that Implementer and all Implementer employees who are performing Implementation Services meet the Certified Implementer Program certification standards established by Avalara from time to time, including requirements for training and implementation with respect to Avalara Services and related services and maintaining continued knowledge in the applicable technical areas and product specifications.
- “Certified Implementer” means an Implementer who has completed the requirements, as set forth in this Certified Implementer Program, to participate in the Program.
- “CIP Badge” means a Certified Implementer Program badge that Avalara licenses to Implementer for use in accordance with this Program. CIP Badges are Avalara’s Intellectual Property.
- “End User” means a customer who purchases an Avalara Service and for whom Implementer is performing Implementation Services.
- “Engagement Agreement” means an agreement between Avalara and Implementer in which Implementer, as a subcontractor to Avalara, agrees to perform Implementation Services for an End User.
- "Implementation Services" means professional services provided by Partner to End Users for implementation, integration, testing, and set up of Avalara Services.
- Certification. Implementer will acquire and maintain Certification. Implementer must satisfy the following requirements to achieve and maintain Certification:
- Training. Implementer’s employees will complete the following training (collectively, CIP Training and Ongoing Training are “Training”):
- Certified Implementer Program (CIP) Training. Implementer’s employees must complete CIP training, as established by Avalara from time to time. Such employees must pass an exam administered by Avalara at the completion of CIP training (collectively, the initial implementer training and passage of the exam is the “CIP Training”). Implementer is not eligible to be considered as a Certified Implementer until at least two employees have completed CIP Training. At least two employees must complete CIP Training within six months of the Effective Date.
- Ongoing Training. Implementer’s employees who complete CIP Training shall also complete annual continuing education classes, as determined by Avalara from time to time, and successfully pass corresponding exams, if applicable (“Ongoing Training”).
- Employee Requirements. At least two employees who have completed CIP Training (or who are making a good faith effort to promptly complete CIP Training as determined by Avalara in its sole discretion) must be employed by Implementer at all times during the Term of this Agreement. Implementer shall promptly notify Avalara if any Implementer employees who have completed CIP Training are no longer employed by Implementer. Each employee must complete two implementations every twelve months beginning upon such employee’s CIP Training completion.
- Documentation. Avalara will collect and store personal information of Implementer’s employees (i) solely as required for the purposes of this CIP Agreement (for example, documenting the participation of such employees in Training) and (ii) in accordance with Avalara’s Privacy Policy. Implementer shall provide such employees a copy of Avalara’s Privacy Policy. See the Avalara Privacy Policy located at https://www.avalara.com/privacy-policy.
- Acceptance. Avalara shall provide written notice to Implementer upon Implementer’s completion of all Certification requirements and acceptance into the Certified Implementer Program.
- Training. Implementer’s employees will complete the following training (collectively, CIP Training and Ongoing Training are “Training”):
- Implementer Services Program Benefits; License. Following Certification, Implementer will be listed on Avalara’s Certified Implementer page. Furthermore, Avalara grants to Implementer, during the Term, a worldwide, royalty-free, non-exclusive, non- sublicensable, non-transferable, revocable license to use the CIP Badges for which Implementer is eligible, solely for promotion of Implementer’s participation in the Certified Implementer Program and subject to the terms of this Certified Implementer Program. Implementer shall use the CIP Badges in compliance with all guidelines Avalara provides.
- Suspension. If Implementer fails to fulfill its obligations under this Certified Implementer Program, Avalara may suspend Implementer’s participation in the Certified Implementer Program. Avalara shall deliver to Implementer a written notice identifying Implementer’s deficiencies, and Implementer shall have 30 days in which to cure (if capable of cure) such deficiencies. For example, Avalara may suspend Implementer’s participation in the Certified Implementer Program if: (i) Implementer fails to complete Training or maintain the requisite number of Certified employees; (ii) Implementer’s employees fail to complete the required implementations (as set forth in Section 2(a)(iii) (Employee Requirements)); (iii) Implementer misuses the CIP Badges; or (iv) Avalara has reasonable concerns about the Implementation Services. If Avalara suspends Implementer’s participation in the Certified Implementer Program, Avalara may: (i) direct Implementer to immediately cease use of Avalara’s Intellectual Property; (ii) remove Implementer from Avalara’s Certified Implementer page; (iii) prohibit Implementer from performing Implementation Services; and (iv) inform End Users of Implementer’s suspension. If Implementer does not cure the deficiencies within the 30-day period, Avalara reserves the right to immediately terminate Implementer’s participation in this Certified Implementer, subject to Section 8(d) (Effects of Termination) of this Certified Implementer Program and Section 4(c) (Effects of Termination) of the General Partner Terms.
- No Exclusivity. Implementer acknowledges and agrees that Avalara will engage with other Certified Implementers and will provide CIP Badges and other Certified Implementer Program benefits to such Implementers. Avalara has no obligation to use Implementer for Implementation Services, and customers who purchase Services from Avalara are not required to engage Implementer and may use implementation services provided by Avalara or other implementers.
- Service Representations. Implementer shall limit its representations regarding Avalara’s Services to those contained in this Certified Implementer Program or to those expressly set forth in Avalara’s Documentation. Implementer shall not make any other representations, and Implementer shall make no warranties, with respect to Avalara’s Services. Accordingly, Implementer will indemnify, and hold Avalara harmless from and against any damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or in connection with any third-party claim, action, proceeding or investigation (“Claim”) made by End Users based on representations and warranties made by Implementer that exceed the scope set forth in this Certified Implementer Program or the Documentation.
- Suggestions. If Implementer provides Avalara with any suggested improvements to the Certified Implementer Program or Avalara’s products or services, then Implementer grants Avalara a non-exclusive, worldwide, irrevocable, perpetual, fully paid up, and royalty-free license to, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of, such suggested improvements.
- Term and Termination.
- Term. The initial term of this Agreement begins on the Effective Date and will continue for a period of 12 months (the “Initial Term”), unless earlier terminated in accordance with this Section 8. Upon expiration of the Initial Term, this Agreement will automatically renew for successive 12-month periods (each, a “Renewal Term”), unless earlier terminated in accordance with this Section 8. The Initial Term and each Renewal Term are collectively referred to in this Program as the “Term.”
- Termination for Convenience. Either party may terminate this Agreement for any reason by providing the other party with 30 days’ prior written notice of termination.
- Termination for Breach. Either party may immediately terminate this Agreement by written notice to the other: (a) if the other party materially breaches any of its obligations under this Agreement, and, if the breach is capable of cure, fails to cure the breach within 30 days of receipt of notice of breach; or (b) upon the party ceasing to operate in the ordinary course, making an assignment for benefit of creditors or similar disposition of its assets, or becoming the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.
- Effects of Termination. Upon termination of this Agreement, in order to minimize impact to End Users, Implementer and Avalara will work together in good faith until the Implementation Services are complete or transitioned to Avalara or another Avalara implementer. For clarity, the provisions of Section 4(c) (Effects of Termination) of the General Partner Terms also apply upon termination of this Agreement.
- Indemnification. In addition to the indemnification obligations set forth in the Agreement, Implementer will indemnify Avalara, its Affiliates, and their respective employees, officers, directors, agents, and shareholders from and against any Losses arising out of or in connection with any Claim based on or arising out of the Implementation Services.
- Modification. Avalara may modify this Certified Implementer Program. If Avalara modifies this Program, it will provide written notice to Implementer of those modifications at least 30 days prior to the effective date of the modifications. If Implementer does not wish to accept such modifications, then Implementer may terminate its participation in the Certified Implementer Program and this Agreement, subject to Section 8(d) (Effects of Termination), by written notice to Avalara. If Implementer does not terminate its participation in the Program as specified in this Section 10 (Modification), then Implementer will be bound by the modified terms beginning upon the effective date set forth in the modification notice.
Avalara Partner Program Guide
Summary of Modifications to the Avalara Partner Program
Effective December 1st 2024
DownloadTable of Contents
Below is a high-level summary of modifications to the Avalara Partner Program General Terms and Conditions, the Avalara for Accountants and Avalara for Consulting Partners Terms and Conditions, and the Avalara for Technology Partners Terms and Conditions (collectively, the “Avalara Partner Program”). This summary is provided for reference purposes only and is not a complete list of modifications. You should review the updated Avalara Partner Program for a complete understanding of the modifications.
Changes to the Avalara Partner Program General Terms and Conditions between Version 2.0 and Version 3.0 (effective January 1, 2025 for existing Partners):
- Updated limitation of liability to account for the amount of Discount Incentives received in the trailing 12 months, not just Financial Incentives or fees.
- Corrected typos and reduced ambiguity throughout.
Changes to the Avalara Partner Program for Accountants and Avalara for Consulting Partners Terms and Conditions between Version 1.0 and Version 2.0 (effective January 1, 2025 for existing Partners):
- Modified Partner tiering process so that if Partner participates Avalara for Technology Partners as well as either Avalara for Accountants or Avalara for Consulting Partners and qualifies for a higher Partner Tier under Avalara for Technology Partners, then Partner will automatically be upgraded to the corresponding Partner Tier under Avalara for Accountants or Avalara for Consulting Partners (whichever Program applies), regardless of whether the associated Partner Tier Requirements have been met under that Program.
- Modified applicable Financial Incentive Rate where Partner also receives Financial Incentives at a rate greater than 10% under Avalara for Technology Partners.
- Increased the Discount Incentive Rate.
- Increased the New Customer Partner-Attached Incentive Rate for Registered Partners.
- Updated the list of eligible Services and Service Fees.
- Modified Partner Tier Requirements to count Invoiced Fees and Partner-Registered Opportunities for Existing Customers, not just New Customers.
- Corrected typos and reduced ambiguity throughout.
Changes to the Avalara for Technology Partners Terms and Conditions made between Version 2.0 and Version 3.0 (effective March 1, 2025 for existing Partners):
- Modified Partner tiering process so that if Partner participates in Avalara for Technology Partners as well as either Avalara for Accountants or Avalara for Consulting Partners and qualifies for a higher Partner Tier under one Program, then Partner will automatically be upgraded to the corresponding Partner Tier under the other Program, regardless of whether the associated Partner Tier Requirements have been met under that Program.
- Updated the parties’ wind down obligations.
- Extended deadline for existing Partners to recertify their Connectors.
- Updated list of eligible Services and Service Fees.
Effective December 1st 2023 to November 30th 2024
DownloadTable of Contents
Below is a high-level summary of modifications to the Avalara Partner Program General Terms and Conditions, the Avalara for Accountants and Avalara for Consulting Partners Terms and Conditions (formerly the Referral Partner Agreement and the Accounting Partner Agreement), and the Avalara for Technology Partners Terms and Conditions (formerly the Technology Partner Program) (collectively, the “Avalara Partner Program”). This summary is provided for reference purposes only and is not a complete list of modifications. You should review the updated Avalara Partner Program for a complete understanding of the modifications.
Modifications to the Avalara Partner Program General Terms and Conditions (effective December 1, 2023, but will not apply to current Partners until the expiration of the 30-day notice period on January 1, 2024):
- Updated defined terms.
- Incorporated by reference the Avalara Partner Portal Terms and Conditions.
- Updated the proprietary rights of both Parties, including restricting Avalara’s right to use Partner Technology, and clarifying each Party’s right to use the other Party’s Marks.
- Clarified the effect of any termination of the Agreement.
- Updated the Parties’ rights and obligations relating to data privacy to comply with applicable laws.
- Added mutual warranty that neither Party is on a list of embargoed or blocked persons.
- Clarified Partner’s obligation to indemnify Avalara.
- Added language disclaiming third-party beneficiaries.
Modifications to the Avalara Partner Program for Accountants and Avalara for Consulting Partners Terms and Conditions (formerly the Referral Partner Agreement and the Accounting Partner Agreement) (effective January 1, 2024):
- Combined the Referral Partner Agreement and the Accounting Partner Agreement into one document and renamed it the Avalara for Accountants and Avalara for Consulting Partners Terms and Conditions.
- Updated defined terms, including changing “Commission” to “Financial Incentive,” “Referral Commission” to “Opportunity Incentive,” and “Co-Selling Commission” to “Partner-Attached Incentive.”
- Incorporated the concept of different Partner Tiers for both Avalara for Accountants and Avalara for Consulting Partners, defined the Partner Tier Requirements that Partner must satisfy to qualify for a given Partner Tier, set forth the benefits associated with each Partner Tier in the linked Avalara Partner Program Guide, and updated the Financial Incentive Rates (formerly Commission Rates) associated with each Partner Tier.
- Provided that Partner may earn Financial Incentives for qualifying purchases of new Services by Existing Customers, not just New Customers.
- Updated the criteria for Financial Incentive eligibility.
- Updated the process to opt out of receiving Financial Incentives and defined the concept of Discount Incentives.
- Imposed a cap on Partner’s Financial Incentive Rate that applies only if the Partner receives additional financial incentives as a Technology Partner at a rate greater than 10% for the same order of Services.
- Updated the definition of Net Revenue and the method for calculating Financial Incentives.
- Allowed that an Avalara Affiliate may make Payments to Partner when the applicable Services are provided to Customers by such Affiliate.
- Updated the Parties’ rights and obligations related to marketing.
- Clarified Avalara’s right to deduct or offset amounts owed by Partner to Avalara from future Financial Incentive payments.
- Updated the Term of Partner’s Program Enrollment and clarified the Parties’ termination rights and the effect of such termination.
- Updated the numbering scheme.
- Updated the list of Services and Service Fees eligible for Financial Incentives.
Summary of Modifications to the Avalara for Technology Partners Terms and Conditions (formerly the Technology Partner Program) (effective December 1, 2023, but will not apply to current Partners until the expiration of the 90-day notice period on March 1, 2024):
- Changed the name of the document from the “Technology Partner Program” to the “Avalara for Technology Partners Terms and Conditions.”
- Updated defined terms, including changing “Commission” to “Connector Incentive.”
- Incorporated the concept of different Partner Tiers, defined the Partner Tier Requirements that Partner must satisfy to qualify for a given Partner Tier, and set forth the benefits associated with each Partner Tier in the linked Avalara Partner Program Guide.
- Clarified the criteria for Connector Incentive eligibility.
- Updated the definition of Net Revenue.
- Extended the period within which Partner’s Connector must achieve Certification.
- Added that Certification expires after three (3) years, at which point Partner’s Connector must be submitted for re-Certification in accordance with then-current guidelines.
- Added that, if Certification expires, Partner shall not earn Connector Incentives for which it would otherwise be eligible. This provision will not be enforced until January 1, 2025
- Removed section addressing the Parties’ rights and obligations related to marketing.
- Updated the process for paying Connector Incentives, including clarifying Avalara’s right to deduct or offset amounts owed by Partner to Avalara from future payments.
- Allowed that an Avalara Affiliate may make Connector Incentive payments to Partner when the applicable Services are provided to Customers by such Affiliate.
- Updated the Term of Partner’s Program Enrollment and clarified the Parties’ termination rights and the effect of such termination.
- Updated the numbering scheme.
- Updated the list of Services and Service Fees eligible for Connector Incentives.
Avalara Included End User Terms of Use
Effective January 19th 2024
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These Avalara Included End User Terms of Use (these “End User Terms”), apply whenever a party (“End User”) accesses Avalara Technology pursuant to an agreement between that End User and a partner of Avalara.
- DEFINITIONS. Unless otherwise defined in these End User Terms, capitalized terms have the following meaning:
- “Avalara” means Avalara, Inc., a Washington corporation with offices located at 255 S. King St, #1800, Seattle, WA 98104.
- “Avalara Technology” means the technology and Intellectual Property used in providing the products and services offered by Avalara, including computer software programs, websites, networks, and equipment.
- “Content” means any information provided by Avalara through its services, including, for example, tax forms, laws, explanations, answers, matrices, rates, rules, fees, ontologies, taxonomies, decision trees, history and changes, AvaTax codes, tax code mappings, data schemas, reports, taxing jurisdiction boundary information, information about exemption certificates, information about applicable regulations, responses to questions posed through the “Ask an Expert” feature, and anything provided through a custom library and/or through a customized research engagement.
- “End User Data” means any information, including Personal Information, uploaded, provided, or made accessible to Avalara’s systems by or related to End User .
- “Intellectual Property” means all trade secrets, Inventions, patents and patent applications, trademarks and service marks (whether registered or unregistered and including any goodwill acquired in such marks), trade names, trade dress, copyrights, moral rights, rights in Inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
- “Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, or discovery, whether or not copyrightable or patentable and whether or not reduced to practice.
- “Partner” means the legal entity that executes an agreement with Avalara pursuant to which Avalara makes Avalara Technology available to End Users.
- “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under Applicable Laws.
- “Representative” means a director, officer, employee, consultant, advisor, representative, or agent of the subject party.
- USE OF AVALARA TECHNOLOGY
- General Avalara, as directed by the applicable Partner, grants End User a nonexclusive, nontransferable, worldwide right to access and use Content and Avalara Technology solely for End User’s internal business operations. Avalara reserves all other rights.
- Acceptable Use. In accessing Avalara Technology, End User must comply with Avalara’s Acceptable Use Policy.
- Restrictions. End User shall not use Content or Avalara Technology for the benefit of any third party. End User shall not (i) reverse assemble, reverse engineer, decompile, or attempt to derive source code from Content or Avalara Technology; (ii) reproduce, modify, create, or prepare derivative works of Avalara Technology or Content; (iii) distribute or display Content or Avalara Technology; (iv) share, sell, rent, lease, or otherwise distribute access to Content or Avalara Technology; (v) alter, destroy, or otherwise remove any proprietary notices within Content or Avalara Technology; or (vi) disclose the results of any benchmark tests to any third parties without Avalara’s prior written consent.
- PROPRIETARY RIGHTS
- Avalara’s Intellectual Property. Avalara and Avalara’s licensors retain and own all right, title, and interest in Content and Avalara Technology, and all enhancements or improvements to, or derivative works of, the foregoing, including any Intellectual Property rights therein. Nothing in these End User Terms transfers or conveys to End User any ownership interest in Avalara’s Intellectual Property.
- Suggestions. If End User provides Avalara with any suggested improvements to the Services, that suggestion is provided “as-is,” and End User grants Avalara a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of, such suggested improvements.
- PRIVACY AND SECURITY
- Use of End User Data. Avalara may retain, use, and disclose End User Data solely (i) to provide services to the Partner; (ii) to provide support to Partner; or (iii) to comply with Applicable Laws. Notwithstanding the foregoing, Avalara’s use of Personal Information of an employee or other authorized Representative of End User that is collected or received by Avalara in connection with End User’s use of Avalara Technology is governed by the Avalara Privacy Policy available at https://www.avalara.com/privacy-policy, which describes how to manage individual communication preferences. End User shall be responsible for informing its own Representatives of the processing of their Personal Information under these terms.
- TERMINATION OF ACCESS
- Avalara may terminate End User's access to Avalara Technology and/or Content at any time at its discretion.
- WARRANTIES
- Disclaimer of Warranties. Avalara Technology is provided to End User on an “as-is” and “as available” basis, and Avalara makes no warranties of any kind, whether express, implied, statutory, or otherwise, and each Avalara specifically disclaims all implied warranties, including the implied warranties of, non-infringement, merchantability and fitness for a particular purpose, to the maximum extent permitted by Applicable Laws. End User acknowledges and agrees that End User has not relied on any future availability of any service offerings, technology, or additional, enhanced or updated features or functionality.
- INDEMNIFICATION
- Indemnification by End User. End User shall indemnify and defend Avalara and its Affiliates and their respective directors, officers, and employees against Losses incurred as a result of End User’s use of Avalara Technology.
- LIMITATION OF LIABILITY
- Waiver of Consequential Damages. To the fullest extent permitted by law, in no event shall Avalara be liable for any incidental, special, indirect, or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to End User’s use of or inability to use the Avalara Technology, however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if licensor has been advised of the possibility of such damages.
- Limitation of Liability. To the fullest extent permitted by law, in no event shall Avalara’s aggregate liability to End User exceed $50
- General. These exclusions and limitations apply even if the remedies are insufficient to cover all of the losses or damages of End User. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply, and End User may have additional rights.
- MISCELLANEOUS
- Anti-Corruption Laws. End User shall at all times comply with all applicable anti-corruption laws, including, to the extent applicable, (1) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and (2) the UK Bribery Act 2010.
- Relationship of the Parties; No Professional Tax Opinions or Legal Advice. These End User Terms do not create a partnership, joint venture, agency, or fiduciary relationship between the Parties. Partner and Avalara’s other business partners are independent of Avalara and are not Avalara’s agents. End User acknowledges and agrees that Avalara does not provide legal advice, including legal or professional tax opinions or management advice. End User is responsible for its own tax policies and tax reporting positions taken. End User is responsible for conducting its own due diligence and seeking the assistance of a qualified legal, tax, or accounting professional.
- Third-Party Applications. Avalara is not responsible for and does not in any way endorse any Third-Party Applications or websites linked to by Avalara’s website or the Services.
- Governing Law; Jurisdiction and Venue. These End User Terms and all matters in connection with the End User Terms will be governed by laws of the state of New York, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. For any claims or causes of action arising out of the End User Terms, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in New York County, New York.
- Severability. If any provision of these End User Terms is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the Agreement will remain in full force and effect.
- Waiver. No waiver of any provision of the Agreement, nor any consent by a Avalara to the breach of or departure from any provision of the Agreement, will in any event be binding on or effective against Avalara unless it is in writing and signed by Avalara, and then the waiver or consent will be effective only in the specific instance and for the purpose for which given.
- Entire Agreement. The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto.
- ADDITIONAL POLICIES. Links to the additional policies below are provided for reference.
Acceptable Use Policy (AUP) | |
Privacy Policy |
Avalara Partner Portal Terms of Use
Effective January 1st 2024
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These Avalara Partner Portal Terms of Use (“Partner Portal Terms”) constitute a binding agreement between Avalara, Inc., and its affiliates (collectively, “Avalara”) and Partner (each, a “Party”), and govern Partner’s use of the Avalara Partner Portal. By accessing or using the Partner Portal, Partner agrees to be bound by these Partner Portal Terms and all additional terms incorporated by reference. Avalara may modify these Partner Portal Terms periodically without notice, with such modifications becoming effective upon the date set forth above. Partner should review these Partner Portal Terms regularly to ensure awareness of any modifications. Partner’s continued use of the Partner Portal following any modifications constitutes acceptance of the modified Partner Portal Terms. “Partner” means the legal entity that accepts these Partner Portal Terms and accesses the Partner Portal.
The Parties have entered into a separate agreement governing the partnership between Avalara and Partner (the “Partner Program Agreement”), in connection with which Avalara grants Partner access to use the Avalara Partner Portal. If a provision of these Partner Portal Terms conflicts with the Partner Program Agreement, the Partner Portal Terms will govern unless the Partner Program Agreement expressly states that a specified provision in the Partner Program Agreement shall control over a specified conflicting provision in these Partner Portal Terms.
- Avalara Partner Portal. Avalara grants Partner a limited, nonexclusive, nontransferable, revocable, worldwide right to access and use the Avalara Partner Portal in accordance with these Partner Portal Terms. Avalara reserves all other rights.
- Partner Portal Account. Avalara shall enable an account for Partner to access the Avalara Partner Portal (“Partner Portal Account”). Partner shall designate a specific person or persons authorized by Partner to manage and support the Partner Portal Account, including the creation of usernames and passwords for Authorized Users. “Authorized User” means any director, officer, employee, consultant, advisor, representative, agent, or other person or entity acting on Partner’s behalf who is authorized by Partner to use the Avalara Partner Portal and who has been supplied with access to the Avalara Partner Portal either by Partner or by Avalara at Partner’s written request. Partner is solely responsible for maintaining the status of its Authorized Users, shall ensure that all Authorized Users comply with these Partner Portal Terms and the Partner Program Agreement, and shall be responsible for such Authorized Users’ use of the Avalara Partner Portal. Partner and its Authorized Users shall maintain the confidentiality of all usernames, passwords, access, and Partner Portal Account information under their control. Except to the extent caused by Avalara’s breach of these Partner Portal Terms or the Partner Program Agreement, including its confidentiality obligations, Avalara is not responsible for unauthorized access to the Avalara Partner Portal. Partner shall contact Avalara promptly if (a) Partner reasonably believe that the Partner Portal Account has been compromised, including any loss, theft, or unauthorized access, use, or disclosure of Partner Portal Account information or (b) Partner becomes aware of any other breach of security in relation to its Partner Portal Account information or the Avalara Partner Portal that may have occurred or is reasonably likely to occur.
- Acceptable Use Policy. Partner shall comply with the Acceptable Use Policy available at https://www.avalara.com/legal/acceptable-use. References to “Customer” in the Acceptable Use Policy are deemed to reference Partner. References to “Avalara Technology” include the Avalara Partner Portal.
- Support. Avalara shall provide reasonable technical support to Partner relating specifically to the Partner Portal.
- Avalara’s Intellectual Property. Avalara and Avalara’s licensors retain and own all right, title, and interest in the Avalara Partner Portal and the Content, and all enhancements or improvements to, or derivative works of, the foregoing, including any intellectual property rights therein. Nothing in these Partner Portal Terms transfers or conveys to Partner any ownership interest in Avalara’s intellectual property. “Content” means any material or information provided by Avalara through the Avalara Partner Portal, including marketing assets, reporting regarding financial incentives paid to Partner by Avalara, trainings, and any other content.
- Restrictions. Partner shall use the Avalara Partner Portal and the Content only as set forth in these Partner Portal Terms and the Partner Program Agreement, and not for the benefit of any third party. Partner shall not (i) reverse assemble, reverse engineer, decompile, or attempt to derive source code from the Avalara Partner Portal or Content; (ii) reproduce, modify, create, or prepare derivative works of the Avalara Partner Portal or Content, except as permitted under these Partner Portal Terms or the Partner Program Agreement; (iii) distribute or display the Avalara Partner Portal or Content other than to Authorized Users, except as permitted under these Partner Portal Terms or the Partner Program Agreement; (iv) share, sell, rent, lease, or otherwise distribute access to the Avalara Partner Portal or use the Avalara Partner Portal to operate any timesharing, service bureau, or similar business; (v) alter, destroy, or otherwise remove any proprietary notices within the Content; or (vi) disclose the results of any benchmark tests to any third parties without Avalara’s prior written consent.
- Suggestions. If Partner provides Avalara with any suggested improvements to the Avalara Partner Poral, that suggestion is provided “as-is,” and Partner grants Avalara a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of, such suggested improvements.
- Suspension. As reasonably practicable under the circumstances, Avalara shall endeavor to resolve together with Partner any circumstance that may give rise to Avalara’s suspension rights, which include, for example, the following: (i) a material risk to the security or performance of the Avalara Partner Portal, or any other Avalara partner or customer; or (ii) use of the Avalara Partner Portal in violation of these Partner Portal Terms. Avalara acknowledges that suspending Partner’s right to access or use the Avalara Partner Portal is a significant action, and therefore Avalara shall not exercise this remedy except in good faith and as necessary to resolve the issue giving rise to Avalara’s suspension rights. Avalara shall also pursue other less drastic measures it deems appropriate, including collaborating with Partner to isolate the issue.
- Partner Contact Lists. The Avalara Partner Portal enables Partner to upload contact information pertaining to third parties for the purpose of conducting email marketing campaigns directly from the Avalara Partner Portal (“Partner Contact Lists”). In connection with this service, Avalara’s vendor, Mindmatrix, Inc. (“Mindmatrix”), processes personal information contained in the Partner Contact Lists on behalf of Partner and is Partner’s “processor” under applicable data privacy laws. Mindmatrix’s processing of Partner’s personal information is governed by the agreement between Partner and Mindmatrix. Avalara is not responsible for the processing of the personal information contained in the Partner Contact Lists. The Partner Contact Lists do not include leads and opportunities submitted to Avalara for the purpose of earning incentives under the Partner Program Agreement.
- Privacy. Avalara’s use of Personal Information relating to Partner’s Authorized Users, employees, or other representatives that is collected or received by Avalara in connection with the procurement or use of the Avalara Partner Portal is governed by the Avalara Privacy Policy available at https://www.avalara.com/privacy-policy/. “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under applicable laws.
- Disclaimer of Warranties and Limitation of Liability. THE AVALARA PARTNER PORTAL AND THE CONTENT ARE MADE AVAILABLE TO PARTNER ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, AVALARA DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. AVALARA SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT ANY CONTENT IS ACCURATE, COMPLETE, OR WITHOUT ERROR. AVALARA’S TOTAL LIABILITY ARISING OUT OF THESE PARTNER PORTAL TERMS SHALL NOT IN ANY CASE EXCEED $50, AND AVALARA SHALL NOT BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.
- Notice and Takedown. If Partner believes that its copyrightable material has been infringed by a third party using the Avalara Partner Portal, please send a notice to Avalara’s copyright agent, including the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that Partner claims has been infringed upon; (c) a description of where the material that Partner claims is infringing is located on the Avalara Partner Portal; (d) Partner’s address, telephone number, and e-mail address; (e) a statement by Partner that is has a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by Partner, made under penalty of perjury, that the above information in its notice is accurate and that Partner is the copyright owner or authorized to act on the copyright owner’s behalf. Avalara’s Copyright Agent for notice of claims of copyright infringement on its Sites can be reached as follows:
Avalara, Inc.
Attn: Legal Department
255 King St. Ste. 1200, Seattle, WA 98104
legal@avalara.com
(877) 759-6520
In appropriate circumstances, Avalara will disable or terminate the accounts of users who are copyright infringers. - Communication Forums. The Avalara Partner Portal may contain e-mail services, community forums, or other social features to exchange information with other users of the Avalara Partner Portal (collectively, “Communication Forums”). If Partner uses the Communication Forums, Partner must act respectfully in its interactions with others, and Partner may not use the Communication Forums for any prohibited activities. Partner should not disclose any content or information via the Communication Forums that Partner does not wish to make public. Please note that certain Communication Forums may be operated by third-party service providers, and the specific terms and conditions of those third-party service providers may govern Partner’s use of the Communication Forums. Users must be at least 18 years of age or the age of majority in their jurisdiction (whichever is greater) to participate in the Communication Forums. Partner’s participation in the Communication Forums is at Avalara’s sole discretion and may be terminated at any time without notice.
- Links to Third-Party Sites. Certain links on the Avalara Partner Portal may connect to third-party websites. Avalara provides these links only as a convenience and the provision by Avalara of such links does not imply any warrant or endorsement of the third party, its products, services, or its site.
- Governing Law; Jurisdiction and Venue. These Partner Portal Terms will be governed by laws of the State of New York, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction. For any claims or causes of action arising out of the Agreement, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in the following locations: (i) if Partner is the plaintiff, in King County, Washington, and (ii) if Avalara is the plaintiff, in the applicable jurisdiction of Partner’s corporate headquarters, or if Partner’s corporate headquarters are not in the United States, Partner’s primary place of business in the United States.
Avalara Developer Community Code of Conduct
Effective March 15th 2024
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Welcome to the Avalara Developer Community
Avalara created this forum to be a space where members can support and engage with each other and with members of Avalara’s staff for questions, feedback, and ideas on Avalara products. Our goal is to build a friendly and welcoming community where people from across the globe feel comfortable participating in this collaboration. This Code of Conduct is a guide for interactions on this forum and details behavior that Avalara will not tolerate.
Standards of Conduct
Be Curious, Not Judgmental
Members of our community come from all levels of skills, experiences, and backgrounds. Remember to ask questions, listen respectfully, and not make assumptions.
Be Truthful
Sharing information and being forthright leads to better engagement, clearer communication, and more actionable changes. Do not purposefully mislead other members.
Be Constructive
The Developer Community is a place to share ideas, advice, and examples. Our collective goal is to make integration with the Avalara ecosystem easy and accessible for developers of all levels of skill and experience, so be constructive in your feedback.
Be Organized
Discussions will cover multiple topics. Make the best effort to appropriately tag and categorize posts and shared information.
Misconduct and Prohibited Content
Threats of Violence
Violence has no place in the Developer Community. You must never threaten violence towards others nor use the community to organize or incite violence of any kind. Even text or images written as a joke may be misinterpreted. If we believe there is a genuine risk of physical harm or a threat to public safety, Avalara will report the matter to local authorities.
Hate Speech and Discrimination
The Developer Community is built on a foundation of honesty, curiosity, and non-judgment. Avalara does not tolerate actions (including communications) that attack a person or group of people based on race, sex, gender identity, nationality, ability, ethnicity, body size, religion, sexual orientation, age, or any other characteristics of the individual or group’s identity. This includes off-color or insensitive jokes. We believe that all people should feel welcome, and we expect our community members to be respectful when discussing sensitive topics.
Harassment
Avalara does not tolerate bullying or harassment. Examples of bullying or harassment include unwelcome conduct, badgering, or intimidation targeted at a person or group of people.
Impersonation
Do not impersonate nor attempt to impersonate anyone. Copying a profile image, intentionally using a deceptively similar username, or taking other actions that would mislead others to believe you are another individual is not permitted.
Invasion of Privacy (Doxxing)
Do not post private contact details of individuals, including email addresses, phone numbers, or passwords. Public contact details that the individual has voluntarily shared on the community are permissible.
Sexual Content
Do not post pornography or sexual content. Sexuality is a part of life but posting sexual content does not add value to the community.
Spam
The Developer Community is a place to share ideas, discuss projects, and learn from each other. Do not link to spam or post repeated or unwanted content.
Advertising
The Developer Community will comprise many professionals who may offer related services through their companies. However, the community is not an advertising platform. A relevant reference to your services and experience is acceptable, but the community is not a channel for you to market your offerings or solicit business. Avalara reserves the right to remove posts that are deemed as self-promotional or as solicitations.
Malware or Exploits
Avalara takes security seriously. Do not post malware or exploits. Being a part of the Developer Community means helping keep the other members safe.
Copyrighted or Protected Content
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NFR Account Terms and Conditions
Effective March 15th 2024
DownloadTable of Contents
THESE NFR ACCOUNT TERMS AND CONDITIONS (“NFR Terms”) govern Partner’s use of the NFR Account and are subject to the Avalara Partner Program General Terms and Conditions (the “General Partner Terms”; together with any Program terms, the “Agreement”). To the extent these NFR Terms conflict with the General Partner Terms, the NFR Terms govern.
- Use of the NFR Account. Avalara grants Partner a nonexclusive, nontransferable right to access and use the NFR Account during the Term, solely for its internal business operations, to develop, test, and demonstrate Connectors in compliance with Avalara’s instructions. Avalara reserves all other rights. Partner shall not use the NFR Account to calculate taxes for itself, its customers, or any third parties. Partner shall not use the NFR Account to process Confidential Information or personal information (as defined by applicable law). Partner shall comply with the Acceptable Use Policy located at https://www.avalara.com/legal/acceptable-use.
- Term; Suspension. Subject to the General Partner Terms, Partner may access and use the NFR Account during the Term. Avalara may suspend the NFR Account without notice if (a) Partner’s use of the NFR Account creates a risk to the security or performance of Avalara’s services, the network, or any Avalara customer or partner; or (b) Partner breaches the Agreement or applicable law.
- Disclaimer of Warranties. The NFR Account is provided “as is” without warranty of any kind, and Avalara makes no warranties or conditions to Partner or any other party, whether express, statutory, implied, or otherwise. Avalara specifically disclaims the implied warranties and conditions of merchantability, fitness for a particular purpose, and non‑infringement with respect to the NFR Account.
- Exclusion of Claims. Avalara has no liability to Partner or any other party with respect to the NFR Account for any direct damages, cost of cover or any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill or investments, use of money or facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages and even if such damages are reasonably foreseeable.
- No Indemnification. Avalara provides the NFR Account to Partner as a courtesy. Avalara has no indemnification obligations to Partner with respect to the NFR Account under the General Partner Terms.
- No Guarantee. The AvaTax Supplemental Terms located at https://www.avalara.com/avatax-terms do not apply to Partner’s use of the NFR Account. No guarantees, including, for example, the Accuracy Guarantee in the AvaTax Supplemental Terms, apply to the NFR Account.
Referral Partner Agreement
Effective May 1st 2022
DownloadSummary of changes
Beginning January 1, 2024, participation in this program is governed by the Avalara for Accountants and Avalara for Consulting Partners Terms and Conditions located at http://www.avalara.com/partner/accountant-and-consulting-partner-terms.
Table of Contents
This Referral Partner Agreement is between Avalara, Inc., a Washington Corporation, (“Avalara”) and the counterparty who has agreed to the terms of this Referral Partner Agreement (“Partner”). This Referral Partner Agreement, and the General Terms and Conditions for Avalara’s Partner programs located at http://partners.avalara.com/partnergeneralterms (the “General Partner Terms,” and together with this Referral Partner Agreement, the “Agreement”), governs Avalara’s offering of the Referral Partner Program described below (this “Program”) and Partner’s participation in the Program. To the extent that the terms and conditions in this Referral Partner Agreement conflict with the General Partner Terms, the terms and conditions in this Referral Partner Agreement will govern. Terms not defined in this Referral Partner Agreement are defined in the General Partner Terms.
By clicking its acceptance on the enrollment page for this Referral Partner Agreement, Partner agrees to the terms of the Agreement, and applies to participate in the Program. The Agreement will become effective upon Avalara’s acceptance of Partner’s application to participate (“Effective Date”), and Partner will be eligible for Commission attributable to Referred Clients submitted by Partner after Effective Date. Avalara reserves the right to reject any application, in which case the Agreement will not become effective.
- Definitions. The capitalized terms used herein have the meanings set forth below:
- “Commission” means the amounts payable to Partner by Avalara as compensation for a Referred Client’s purchase of Avalara’s Services in accordance with Section 2 (Commission) below.
- “Referred Client” means a new customer (other than Partner), that purchases Avalara’s Services as a result of Partner’s qualifying activities under this Program.
- “Service” means the software or service provided to a Referred Client by Avalara that is eligible for Commission. The Services are set forth in Exhibit A.
- “Service Fees” means the fee types that are eligible for Commission. The Service Fees are set forth in Exhibit A.
- Commission. Subject to the Terms of the Agreement, Partner will earn Commission when a Referred Client purchases Services from Avalara either (a) after being referred to Avalara by Partner (“Referral Commission”) or (b) after Partner materially assists in the sales of Services to Referred Client (“Co-selling Commission” ).
- Commission Eligibility.
- General Eligibility. To be eligible to earn any Commission, the following conditions must be met:
- The Referred Client’s purchase must not have been ordered through a third party (such as an Avalara reseller or distributor);
- Avalara must have received full payment of all applicable fees from the Referred Client.
- The Referred Client’s right to a refund must have expired (typically, the right to refund expires after 60 days).
- Partner must have provided all tax documentation that Avalara needs to make payments to Partner, including Partner’s W-9.
- Referral Commission. To be eligible to earn Referral Commission, the following conditions must be met:
- Partner must have submitted the Referred Client’s contact information to Avalara through the Partner Portal, directly to the Avalara marketing and sales team, or through other means specifically defined by Avalara;
- At the time Partner submits the Referred Client’s contact information to Avalara, the Referred Client must not be currently entered into Avalara’s lead and customer management system as an active opportunity;
- The Referred Client must purchase Services from Avalara within six months of the initial referral by Partner, determined by the effective date of the Order Document;
- Any submission of a Referred Client’s contact information must be made in good faith based on Partner’s actual contacts with the Referred Client; and
- If two or more Avalara partners submit the same Referred Client to Avalara within a six-month period, the first partner to submit the Referred Client will earn the Commission unless (i) the referral by the first partner is “closed” in Avalara’s systems due to inability to complete a sale, and (ii) the eventual sale is the direct result of the subsequent referral that occurs after the opportunity is “closed.”
- Co-selling Commission. Avalara may pay Partner an amount of Co-selling Commission calculated using a percentage up to the Commission Rate set forth in Exhibit A, determined in Avalara’s reasonable discretion based on the extent of Partner’s participation in Avalara’s sales process. Avalara may split Co-selling Commission among multiple partners that supported the sales process. For a Referred Client’s purchase to be eligible for Co-selling Commission, the following conditions must be met:
- No Avalara partner is eligible for Referral Commission for the sale, including Partner.
- Partner has actively supported Avalara in the sales process, including participating in sales calls (in person or remotely) and advocating for Avalara, as determined by Avalara in its reasonable, good faith discretion.
- Marketing Development Funds. Partners who do not wish to receive payment of Commission may elect not to receive Commission by notifying Avalara at any time in writing. Alternatively, Partner may direct Avalara to allocate any Commission earned to marketing programs that Avalara makes available from time to time.
- General Eligibility. To be eligible to earn any Commission, the following conditions must be met:
- Calculation.
- Commission is calculated by multiplying the applicable percentage set forth in Exhibit A and Net Revenue. “Net Revenue” means the gross invoiced amount of the first year’s Service Fees for the Services set forth in Referred Client’s first purchase of Services, less credited charges, refunds, charge backs, or invoice adjustment. Net Revenue excludes: (a) charges to a Referred Client for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (b) charges in connection with a change made to a Referred Client’s Avalara subscription plan during its subscription term; (c) postage, fax, insurance, or other administrative charges; and (d) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency.
- If Partner receives Commission under this Agreement, Partner will not be eligible to receive Commission under any other Avalara partner program for the same order of Services.
- Commission Eligibility.
- Marketing.
- Partner Business Plan. The Parties will collaborate to establish a detailed marketing and sales plan (“Partner Business Plan”) to promote the Service within 90 calendar days after the Effective Date and will review and revise the Partner Business Plan on an annual basis thereafter. As part of the Partner Business Plan, Avalara and Partner will participate in regular reviews of the business and the marketing activities in the Partner Business Plan.
- Leads. Provided Partner has the rights to share Leads, Partner will submit all Leads generated through co-funded or co-sponsored promotion and marketing activities to Avalara through the Partner Portal or other reasonable means as determined by Avalara in its sole discretion. If Avalara changes the required means of submission, Avalara will provide Partner 30 days’ advance notice. Avalara and Partner will use commercially reasonable efforts to qualify Leads as potential Avalara customers and convert Leads into Referred Clients that purchase Services. If Avalara receives contact information from third parties that Avalara reasonably believes may have an interest in purchasing services from Partner’s services (“Partner-Leads”), then, provided Avalara has the rights to share Partner-Leads, Avalara will submit all Partner-Leads generated through co-funded or co-sponsored promotion and marketing activities to Partner through reasonable means as determined by Partner in Partner’s sole discretion and communicated to Avalara by 30 days’ advance notice prior to submitting through a different means. Avalara and Partner will use commercially reasonable efforts to qualify Partner-Leads as potential mutual customers that purchase Partner’s services. Nothing herein requires either Party to share Leads or Partner-Leads that it receives from sources other than co-funded or co-sponsored promotion and marketing activities.
- Training. The Parties will collaborate to establish a training program whereby each Party will train the other regarding the use, operation, and support of such Party’s services. Each Party will use commercially reasonable efforts to ensure that its marketing and sales staff undergo any applicable training available within 60 business days of the Effective Date.
- Links and Images.
- Avalara shall make available to Partner a variety of graphic and textual images that serve to identify Partner as a member of this Program (“Avalara Images”) and that may be used in hypertext links from Partner’s website to Avalara’s website (“Avalara Links”) and for marketing the Services. Partner may, subject to the terms and conditions herein, display Avalara Links as often and in as many areas on Partner’s website as Partner desires; however, the Avalara Links must land on the page on Avalara’s website designated by Avalara. Partner shall not use Avalara Images or Avalara Links to direct traffic to any other web site or page. Partner shall cooperate fully with Avalara in establishing and maintaining Avalara Links. Partner shall only display Avalara Images provided to Partner by Avalara. Avalara may change or remove Avalara Images from time to time in its sole discretion, and Partner shall promptly update its website and any affected Avalara Links.
- Partner shall make available to Avalara a variety of graphic and textual images that serve to identify Avalara as its partner (“Partner Images”) and that will establish hypertext links from Avalara’s website to Partner’s website (“Partner Links”) and for Avalara to use in marketing Partner’s services. Avalara may, subject to the terms and conditions herein, display Partner Links as often and in as many areas on Avalara’s website as Avalara desires; however, Partner Links must land on the page on Partner’s website designated by Partner. Avalara shall not use Partner Images or Partner Links to direct traffic to any other web site or page. Avalara shall cooperate fully with Partner in establishing and maintaining Partner Links. Avalara shall only display Partner Images provided to Avalara by Partner. Partner may change or remove Partner Images from time to time in its sole discretion, and Avalara shall promptly update its website and any affected Partner Links.
- Each Party may add codes (“Business Partner Codes”) to its own graphic and textual images and links to identify the other Party as the originator of any Lead or Partner-Lead on the condition that Business Partner Codes do not, in any way, alter the look, feel, or functionality of the other Party’s website(s). Neither Party shall modify the Business Partner Codes added by the other Party
- If a Party wishes to create, publish, distribute, or permit any other material that makes reference to the other Party, such Party must first obtain the other Party’s express written consent, which may be granted or withheld in the other Party’s sole discretion.
- Fees and Payment.
- Payment. Avalara will pay Commission payments (“Payment(s)”) within 30 days from the end of the calendar month in which Avalara invoiced the Referred Client. For example, if Avalara invoices a Referred Client for a commissionable sale in May, Avalara will pay Partner Commission based on such invoice by June 30th. Avalara will track commissionable sales to Referred Clients and make those reports available to Partner. The form, content, and frequency of the reports may vary from time to time in Avalara’s sole discretion.
- Offsets and Refunds. Subject to Section 4(d) (Claims) below, Avalara may deduct or offset amounts owed by Partner to Avalara from any Payments. For example, if any amount is paid to Partner in error, Avalara may deduct such erroneously paid amount from subsequent Payments. If a Referred Client does not pay the invoiced amounts or a refund is issued to a Referred Client, and a Commission was previously paid to Partner based on the amount that was invoiced, Avalara may offset the amount of the Commission paid on the unpaid Referred Client invoice or refunded amount from a future Payment. If the amount owed by Partner under this section exceeds the Payments owed to Partner, Partner will pay Avalara such excess amount owed within 30 calendar days of the date of Avalara’s invoice.
- Taxes. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. If withholding of any tax is required under applicable law in respect of any payment by Avalara to Partner hereunder, Avalara will: (a) withhold the appropriate amount from such payment, and (b) remit such amount to the relevant authorities in accordance with applicable laws.
- Claims. Any claim for any unpaid, underpaid, or overpaid Commission made by either Party must be submitted to the other Party in writing within 12 months after the event giving rise to the claim. Following the expiration of that 12-month period, each Party agrees to waive any and all rights to assert a claim for such unpaid, underpaid, or overpaid Commission.
- Term. The initial term of the Agreement will begin on the Effective Date and will continue for one year, to the first anniversary of the Effective Date (the “Initial Term”). At the end of the then-current Initial Term or Renewal Term, the Agreement will automatically renew for an additional one-year period (a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party. The Initial Term and each Renewal Term are collectively referred to as the “Term”.
- Modification. Except as may otherwise be provided in the Agreement, Avalara may modify this Referral Partner Agreement, including, for example, Exhibit A attached hereto. If Avalara modifies this Referral Partner Agreement, it will provide written notice to Partner of those modifications at least 30 days prior to the effectiveness of the modifications.
- Termination.
- For Convenience. Either Party may terminate this Referral Partner Agreement at any time, with or without cause, by giving the other party written notice of termination. Partner is eligible to earn Referral Commissions and Co-selling Commission only for orders that are placed by Referred Clients during the Term, and Commissions earned through the date of termination will remain payable only if the orders are not canceled or returned. Avalara may withhold Partner’s final payment for a reasonable time to ensure that the correct amount is paid.
- Material Breach. Either Party may immediately terminate this Referral Partner Agreement for cause by giving written notice of termination to the other if the other Party breaches any of its material obligations under this Referral Partner Agreement and does not cure the breach within 30 calendar days after the non-breaching Party gives written notice to the breaching Party.
- Effect of Termination or Expiration. Except as otherwise provided in the Agreement, upon termination or expiration of this Referral Partner Agreement:
- All rights and licenses granted under this Referral Partner Agreement will immediately cease;
- Each Party will immediately stop using and either destroy or delete any Confidential Information provided by the other Party under this Referral Partner Agreement, other than Confidential Information in automatic computer backups or that must be retained for regulatory, legal, or audit purposes or for compliance with its document retention policies, provided that any retained Confidential Information will be subject to the confidentiality provisions of the General Partner Terms for as long as it is retained; and
- Those provisions of the Agreement that by their nature should survive termination or expiration will survive, including, but not limited to, ownership provisions, confidentiality, disclaimers, indemnities, and limitations of liability.
Exhibit A: Commission Rates Table
Calendar Year Referrals | Commission Rate(1) |
|---|---|
Net Revenue of $1 - $50,000 | 20% |
Net Revenue of > $50,000 | 40% |
(1) Except as noted in the Services and Service Fees table below, once a Partner refers $50,000 in Net Revenue during a calendar year, the Commission Rate will increase to 40% (“Accelerated Rate”) for all eligible transactions attributable to Partner that exceed the $50,000 Net Revenue threshold for the remainder of the calendar year and for the next calendar year (“Accelerated Rate Period”). For clarity, Partners must refer $50,000 in Net Revenue during the calendar year 2020 in order to be eligible for the Accelerated Rate in 2021. Partner will continue to receive the Accelerated Rate beyond the Accelerated Rate Period, provided that Partner refers at least $50,000 in Net Revenue during each subsequent calendar year. In the event Partner refers less than $50,000 in Net Revenue during a subsequent calendar year, the Commission Rate will reset to 20% on the first day of the next calendar year following the year in which the Partner refers less than $50,000 in Net Revenue
Services and Service Fees
| Service | Service Fee |
|---|---|
| Avalara 1099 |
|
| AvaTax |
|
| Item Classification |
|
| CertCapture |
|
| Exemption Certificate Management (ECM) |
|
| Avalara Returns |
|
| Avalara License Management |
|
| VAT Reporting |
|
| VAT Expert |
|
| Managed VAT Reporting** |
|
| Avalara for Communications |
|
| Avalara for Energy |
|
| Avalara for Tobacco |
|
| Content |
|
| Avalara Transfer Pricing |
|
| Avalara India |
|
| Avalara for Insurance |
|
| Avalara e-Invoicing and Live Reporting |
|
| Avalara-led Support |
|
* Partner is eligible to receive Commission for these Services and Service Fees only for purchases made through an Order Document and not for purchases made through the Track1099 by Avalara website.
** These Services and Service Fees are not eligible for the Accelerated Rate and do not count as Net Revenue toward the $50,000 Net Revenue threshold.
¹ Service Fees are eligible for Commission on sales of the associated Service from and after January 1, 2023.
Accounting Partner Agreement
Effective May 1st 2022
DownloadSummary of changes
Beginning January 1, 2024, participation in this program is governed by the Avalara for Accountants and Avalara for Consulting Partners Terms and Conditions located at http://www.avalara.com/partner/accountant-and-consulting-partner-terms.
Table of Contents
This Accounting Partner Agreement is between Avalara, Inc., a Washington Corporation, (“Avalara”) and the counterparty who has agreed to the terms of this Accounting Partner Agreement (“Partner”). This Accounting Partner Agreement, and the General Terms and Conditions for Avalara’s Partner programs located at http://partners.avalara.com/partnergeneralterms (the “General Partner Terms,” and together with this Accounting Partner Agreement, the “Agreement”), govern Avalara’s offering of the Accounting Partner Program described below (this “Program”) and Partner’s participation in the Program. To the extent that the terms and conditions in this Accounting Partner Agreement conflict with the General Partner Terms, the terms and conditions in this Accounting Partner Agreement will govern. Terms not defined in this Accounting Partner Agreement are defined in the General Partner Terms.
By clicking its acceptance on the enrollment page for this Accounting Partner Agreement, Partner agrees to the terms of the Agreement, and applies to participate in the Program. The Agreement will become effective upon Avalara’s acceptance of Partner’s application to participate (“Effective Date”), and Partner will be eligible for Commission, if applicable, attributable to Referred Clients submitted by Partner after Effective Date. Avalara reserves the right to reject any application, in which case the Agreement will not become effective.
- Definitions. The capitalized terms used herein have the meanings set forth below:
- “Commission” means the amounts payable to Partner by Avalara as compensation for a Referred Client’s purchase of Avalara’s Services in accordance with Section 2 (Commission) below.
- “Referred Client” means a new customer (other than Partner), that purchases Avalara’s Services as a result of Partner’s qualifying activities under this Program.
- “Service” means the software or service provided to a Referred Client by Avalara that is eligible for Commission. The Services are set forth in Exhibit A.
- “Service Fees” means the fee types that are eligible for Commission. The Service Fees are set forth in Exhibit A.
- Commission. Upon enrolling in this Accounting Partner Program, Partner selects whether it wishes to receive Commission under the terms of this Agreement. Partner may opt out of receiving Commission at any time. Subject to the Terms of the Agreement, Partner will earn Commission when a Referred Client purchases Services from Avalara either (a) after being referred to Avalara by Partner (“Referral Commission”) or (b) after Partner materially assists in the sales of Services to Referred Client (“Co-selling Commission”).
- Commission Eligibility.
- General Eligibility. To be eligible to earn any Commission, the following conditions must be met:
- The Referred Client’s purchase must not have been ordered through a third party (such as an Avalara reseller or distributor);
- Avalara must have received full payment of all applicable fees from the Referred Client.
- The Referred Client’s right to a refund must have expired (typically, the right to refund expires after 60 days).
- Partner must have provided all tax documentation that Avalara needs to make payments to Partner, including Partner’s W-9.
- Referral Commission. To be eligible to earn Referral Commission, the following conditions must be met:
- Partner must have submitted the Referred Client’s contact information to Avalara through the Partner Portal, directly to the Avalara marketing and sales team, or through other means specifically defined by Avalara;
- At the time Partner submits the Referred Client’s contact information to Avalara, the Referred Client must not be currently entered into Avalara’s lead and customer management system as an active opportunity;
- The Referred Client must purchase Services from Avalara within six months of the initial referral by Partner, determined by the effective date of the Order Document;
- Any submission of a Referred Client’s contact information must be made in good faith based on Partner’s actual contacts with the Referred Client; and
- If two or more Avalara partners submit the same Referred Client to Avalara within a six-month period, the first partner to submit the Referred Client will earn the Commission unless (i) the referral by the first partner is “closed” in Avalara’s systems due to inability to complete a sale, and (ii) the eventual sale is the direct result of the subsequent referral that occurs after the opportunity is “closed.”
- Co-selling Commission. Avalara may pay Partner an amount of Co-selling Commission calculated using a percentage up to the Commission Rate set forth in Exhibit A, determined in Avalara’s reasonable discretion based on the extent of Partner’s participation in Avalara’s sales process. Avalara may split Co-selling Commission among multiple partners that supported the sales process. For a Referred Client’s purchase to be eligible for Co-selling Commission, the following conditions must be met:
- No Avalara partner is eligible for Referral Commission for the sale, including Partner.
- Partner has actively supported Avalara in the sales process, including participating in sales calls (in person or remotely) and advocating for Avalara, as determined by Avalara in its reasonable, good faith discretion.
- Marketing Development Funds. Partners who do not wish to receive payment of Commission may elect not to receive Commission by notifying Avalara at any time in writing. Alternatively, Partner may direct Avalara to allocate any Commission earned to Avalara’s annual tax conference and industry gathering, CRUSH, then to any other marketing programs that Avalara makes available from time to time.
- General Eligibility. To be eligible to earn any Commission, the following conditions must be met:
- Calculation.
- Commission is calculated by multiplying the applicable percentage set forth in Exhibit A and Net Revenue. “Net Revenue” means the gross invoiced amount of the first year’s Service Fees for the Services set forth in Referred Client’s first purchase of Services, less credited charges, refunds, charge backs, or invoice adjustment. Net Revenue excludes: (a) charges to a Referred Client for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (b) charges in connection with a change made to a Referred Client’s Avalara subscription plan during its subscription term; (c) postage, fax, insurance, or other administrative charges; and (d) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency.
- If Partner receives Commission under this Agreement, Partner will not be eligible to receive Commission under any other Avalara partner program for the same order of Services.
- Commission Eligibility.
- Lead Generation.
- Leads. Provided Partner has the rights to share Leads, Partner will submit all Leads generated through co-funded or co-sponsored promotion and marketing activities to Avalara through the Partner Portal or other reasonable means as determined by Avalara in its sole discretion. If Avalara changes the required means of submission, Avalara will provide Partner 30 days’ advance notice. Avalara and Partner will use commercially reasonable efforts to qualify Leads as potential Avalara customers and convert Leads into Referred Clients that purchase Services. If Avalara receives contact information from third parties that Avalara reasonably believes may have an interest in purchasing services from Partner’s services (“Partner-Leads”), then, provided Avalara has the rights to share Partner-Leads, Avalara will submit all Partner-Leads generated through co-funded or co-sponsored promotion and marketing activities to Partner through reasonable means as determined by Partner in Partner’s sole discretion and communicated to Avalara by 30 days’ advance notice prior to submitting through a different means. Avalara and Partner will use commercially reasonable efforts to qualify Partner-Leads as potential mutual customers that purchase Partner’s services. Nothing herein requires either Party to share Leads or Partner-Leads that it receives from sources other than co-funded or co-sponsored promotion and marketing activities.
- Links and Images.
- Avalara shall make available to Partner a variety of graphic and textual images that serve to identify Partner as a member of this Program (“Avalara Images”) and that may be used in hypertext links from Partner’s website to Avalara’s website (“Avalara Links”) and for marketing the Services. Partner may, subject to the terms and conditions herein, display Avalara Links as often and in as many areas on Partner’s website as Partner desires; however, the Avalara Links must land on the page on Avalara’s website designated by Avalara. Partner shall not use Avalara Images or Avalara Links to direct traffic to any other web site or page. Partner shall cooperate fully with Avalara in establishing and maintaining Avalara Links. Partner shall only display Avalara Images provided to Partner by Avalara. Avalara may change or remove Avalara Images from time to time in its sole discretion, and Partner shall promptly update its website and any affected Avalara Links.
- Partner shall make available to Avalara a variety of graphic and textual images that serve to identify Avalara as its partner (“Partner Images”) and that will establish hypertext links from Avalara’s website to Partner’s website (“Partner Links”) and for Avalara to use in marketing Partner’s services. Avalara may, subject to the terms and conditions herein, display Partner Links as often and in as many areas on Avalara’s website as Avalara desires; however, Partner Links must land on the page on Partner’s website designated by Partner. Avalara shall not use Partner Images or Partner Links to direct traffic to any other web site or page. Avalara shall cooperate fully with Partner in establishing and maintaining Partner Links. Avalara shall only display Partner Images provided to Avalara by Partner. Partner may change or remove Partner Images from time to time in its sole discretion, and Avalara shall promptly update its website and any affected Partner Links.
- Each Party may add codes (“Business Partner Codes”) to its own graphic and textual images and links to identify the other Party as the originator of any Lead or Partner-Lead on the condition that Business Partner Codes do not, in any way, alter the look, feel, or functionality of the other Party’s website(s). Neither Party shall modify the Business Partner Codes added by the other Party.
- If a Party wishes to create, publish, distribute, or permit any other material that makes reference to the other Party, such Party must first obtain the other Party’s express written consent, which may be granted or withheld in the other Party’s sole discretion.
- Fees and Payment.
- Payment. Avalara will pay Commission payments (“Payment(s)”) within 30 days from the end of the calendar month in which Avalara invoiced the Referred Client. For example, if Avalara invoices a Referred Client for a commissionable sale in May, Avalara will pay Partner Commission based on such invoice by June 30th. Avalara will track commissionable sales to Referred Clients and make those reports available to Partner. The form, content, and frequency of the reports may vary from time to time in Avalara’s sole discretion.
- Offsets and Refunds. Subject to Section 4(d) (Claims) below, Avalara may deduct or offset amounts owed by Partner to Avalara from any Payments. For example, if any amount is paid to Partner in error, Avalara may deduct such erroneously paid amount from subsequent Payments. If a Referred Client does not pay the invoiced amounts or a refund is issued to a Referred Client, and a Commission was previously paid to Partner based on the amount that was invoiced, Avalara may offset the amount of the Commission paid on the unpaid Referred Client invoice or refunded amount from a future Payment. If the amount owed by Partner under this section exceeds the Payments owed to Partner, Partner will pay Avalara such excess amount owed within 30 calendar days of the date of Avalara’s invoice.
- Taxes. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. If withholding of any tax is required under applicable law in respect of any payment by Avalara to Partner hereunder, Avalara will: (a) withhold the appropriate amount from such payment, and (b) remit such amount to the relevant authorities in accordance with applicable laws.
- Claims. Any claim for any unpaid, underpaid, or overpaid Commission made by either Party must be submitted to the other Party in writing within 12 months after the event giving rise to the claim. Following the expiration of that 12-month period, each Party agrees to waive any and all rights to assert a claim for such unpaid, underpaid, or overpaid Commission.
- Term. The initial term of the Agreement will begin on the Effective Date and will continue for one year, to the first anniversary of the Effective Date (the “Initial Term”). At the end of the then-current Initial Term or Renewal Term, the Agreement will automatically renew for an additional one-year period (a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party. The Initial Term and each Renewal Term are collectively referred to as the “Term”.
- Modification. Except as may otherwise be provided in the Agreement, Avalara may modify this Accounting Partner Agreement, including, for example, Exhibit A attached hereto. If Avalara modifies this Accounting Partner Agreement, it will provide written notice to Partner of those modifications at least 30 days prior to the effectiveness of the modifications.
- Termination.
- For Convenience. Either Party may terminate this Accounting Partner Agreement at any time, with or without cause, by giving the other party written notice of termination. Partner is eligible to earn Referral Commissions and Co-selling Commission only for orders that are placed by Referred Clients during the Term, and Commissions earned through the date of termination will remain payable only if the orders are not canceled or returned. Avalara may withhold Partner’s final payment for a reasonable time to ensure that the correct amount is paid.
- Material Breach. Either Party may immediately terminate this Accounting Partner Agreement for cause by giving written notice of termination to the other if the other Party breaches any of its material obligations under this Accounting Partner Agreement and does not cure the breach within 30 calendar days after the non-breaching Party gives written notice to the breaching Party.
- Effect of Termination or Expiration. Except as otherwise provided in the Agreement, upon termination or expiration of this Accounting Partner Agreement:
- All rights and licenses granted under this Accounting Partner Agreement will immediately cease;
- Each Party will immediately stop using and either destroy or delete any Confidential Information provided by the other Party under this Accounting Partner Agreement, other than Confidential Information in automatic computer backups or that must be retained for regulatory, legal, or audit purposes or for compliance with its document retention policies, provided that any retained Confidential Information will be subject to the confidentiality provisions of the General Partner Terms for as long as it is retained; and
- Those provisions of the Agreement that by their nature should survive termination or expiration will survive, including, but not limited to, ownership provisions, confidentiality, disclaimers, indemnities, and limitations of liability.
Exhibit A: Commissions Rates Table
| Calendar Year Referrals | Commission Rate(1) |
|---|---|
| Net Revenue of $1 - $50,000 | 20% |
| Net Revenue of > $50,000 | 40% |
(1) Except as noted in the Services and Service Fees table below, once a Partner refers $50,000 in Net Revenue during a calendar year, the Commission Rate will increase to 40% (“Accelerated Rate”) for all eligible transactions attributable to Partner that exceed the $50,000 Net Revenue threshold for the remainder of the calendar year and for the next calendar year (“Accelerated Rate Period”). For clarity, Partners must refer $50,000 in Net Revenue during the calendar year 2020 in order to be eligible for the Accelerated Rate in 2021. Partner will continue to receive the Accelerated Rate beyond the Accelerated Rate Period, provided that Partner refers at least $50,000 in Net Revenue during each subsequent calendar year. In the event Partner refers less than $50,000 in Net Revenue during a subsequent calendar year, the Commission Rate will reset to 20% on the first day of the next calendar year following the year in which the Partner refers less than $50,000 in Net Revenue
Services and Service Fees
| Service | Service Fee |
|---|---|
| Avalara 1099 |
|
| AvaTax |
|
| Item Classification |
|
| CertCapture |
|
| Exemption Certificate Management (ECM) |
|
| Avalara Returns |
|
| Avalara License Management |
|
| VAT Reporting |
|
| VAT Expert |
|
| Managed VAT Reporting** |
|
| Avalara for Communications |
|
| Avalara for Energy |
|
| Avalara for Tobacco |
|
| Content |
|
| Avalara Transfer Pricing |
|
| Avalara India |
|
| Avalara for Insurance |
|
| Avalara e-Invoicing and Live Reporting |
|
| Avalara-led Support |
|
* Partner is eligible to receive Commission for these Services and Service Fees only for purchases made through an Order Document and not for purchases made through the Track1099 by Avalara website.
** These Services and Service Fees are not eligible for the Accelerated Rate and do not count as Net Revenue toward the $50,000 Net Revenue threshold.
¹ Service Fees are eligible for Commission on sales of the associated Service from and after January 1, 2023.
Avalara Partner Market Development Funds (MDF)
Effective January 10th 2025
DownloadTable of Contents
These Avalara Partner Market Development Funds Terms and Conditions (the “Avalara MDF Terms”) describe Avalara’s Partner Market Development Funds Initiative (“MDF”) and are subject to the Referral Partner Agreement between Avalara and Partner as well as the General Terms and Conditions for Avalara Partner programs located at https://legal.avalara.com/partner.legal.center#generalpartnerterms (the “General Partner Terms”) and the Referral Partner Agreement between Avalara, Inc. and the Partner (the “Referral Partner Agreement”). The Avalara MDF Terms govern Avalara’s offering of and Partner’s participation in MDF. Capitalized terms not defined in these Avalara MDF Terms are defined in the Referral Partner Agreement and General Partner Terms.
Initiative Overview
Avalara’s MDF program is intended to provide select Avalara Partners with co-marketing subsidies through Market Development Funds (MDF) to generate demand and accelerate bookings through eligible marketing activities. Avalara allocates the funding, reviews, and approves payments to Partners based on satisfaction of pre-established Proof of Execution (POE) criteria.
By participating in MDF, Partners agree to all terms and conditions set forth in this document. The MDF tool kit describes requirements for Partners to follow to request and receive MDF from Avalara.
See the Activity List for the complete list of approved activities and claim requirements.
See the Appendix for additional terms and conditions applicable to all activities under the MDF program.
General Requirements
Public statements must not imply that the Partner is Avalara or any subsidiary of Avalara. Marketing activities must not be misleading or deceptive, nor may they violate country, state, or local regulations. Co-marketing activities must be in good taste and reflect favorably on Avalara. Avalara discourages any negative sales or marketing activity. All registered marks, trademarks, copyrights, and disclaimers of Avalara systems must be properly used as described in the trademark usage guidelines available on avalara.com. All messaging regarding Avalara and Avalara products must conform to the approved Avalara messaging documentation provided to Partners upon acceptance of the Avalara MDF Terms.
- Partners must acknowledge funding opportunity, submit an activity request, and receive an activity approval from Avalara prior to the activity start date.
- Requests for approval of an activity must be submitted at least fifteen (15) days prior to the activity start date.
- An activity must start within the Avalara Fund Period in which it is funded. The Avalara Fund Period for the H1 2025 MDF program is January 1, 2025, through June 30, 2025. The Avalara Fund Period for the H2 2025 MDF program is July 1, 2025, through December 31, 2025.
- Proof of Execution (POE), which includes, Proof of Performance (POP), Proof of Cost (POC), and new Marketing Qualified Leads (MQLs), is required at claim submission.
- Claims submitted with invalid POE at the time of submission may be denied.
- Claims placed on hold pending further clarification must be corrected and fully approved by the final deadline. Outstanding claims after this date will be denied and funds forfeited.
- Claims submitted for reimbursement cannot exceed the approved MDF amount allocated to the Partner and must be supported by the appropriate POP and POC requirements outlined in the Activity List. Avalara reserves the right to request additional POE.
- Funds from Avalara will be disbursed after claims have been submitted and approved. Payouts for claims may be less than the approved MDF amount, at Avalara’s discretion, depending upon required documentation supporting each claim request.
- All reimbursements will be paid directly to the Avalara Partner company. Activity reimbursements cannot be paid to a third-party vendor.
Funding
Activities must be submitted prior to the activity submission deadline; otherwise, unused funding will expire and will be forfeited. The cost for an activity must have been incurred within the Avalara Fund Period in which it is funded. See the Avalara Market Development Funds calendars below for dates and deadlines. All funding amounts are provided in U.S. dollars.
Marketing Qualified Leads (MQLs)
Some activities may require MQLs as part of the Proof of Performance. MQLs must include customer/prospect business email address, among other information. MQLs may be submitted via the online form or via the Avalara Partner Portal when they are generated prior to the claim submission or combined with the claim submission.
Partner’s customer/prospect information loaded into Avalara salesforce.com will be routed to Avalara sales teams for further qualification per the Avalara Partner Referral Agreement. By submitting the customer/prospect information, Partner attests that they have the customer’s/prospect’s permission for Avalara outreach.
Market Development Funds Expiration
If the Partner executes an activity in the time frame specified in the Avalara Market Development Funds calendars below, the Partner has until the claim deadline to submit a claim and required POE. If these timelines are not met, the approved activity request will expire, and the associated funding will be forfeited. The Partner will be responsible for any payments owed to vendors for activities associated with expired activities.
Market Development Funds Process Flow
- Avalara invites Partners to participate.
- Avalara offers funds to Partner.
- Avalara notifies Partner of funding availability.
- Partner acknowledges funds.
- Partner submits activity request.
- Partner populates form and submits to PartnerMDF@avalara.com for review.
- Avalara reviews application and approves request.
- Partner executes activity.
- Partner can execute only after the request has been approved.
- Partner submits claim and Proof of Execution (POE).
- Partner populates claim form and includes Proof of Cost (POC) and Proof of Performance (POP).
- Avalara reviews claim.
- Avalara reviews claim form and POE.
- Avalara wires payment to partner via ACH.
Activity List
Below is the list of the MDF eligible activities, definitions, reimbursable expenses, and Proof of Execution (POE) requirements. Activities must fall within the categories below in order to be eligible for reimbursement.
| Activity Type | Definition | Reimbursable Expenses | Proof of Execution: POC | Proof of Execution: POP |
|---|---|---|---|---|
Content Creation | - Digital and hard copy assets used to support sales and marketing of Avalara solutions - Blogs, social media posts, infographics, videos, podcasts, web content, whitepapers, customer success stories, case studies, etc. | - Development and production costs | - Partner-to-Avalara invoice - If leveraging a vendor, a copy of the third-party invoice | - Copy of co-branded collateral - MQLs |
Direct Mail | - Physical mail sent to a targeted list of recipients; mail includes postcards, brochures, etc. | - Development and production costs - Postage and delivery costs | - Partner-to-Avalara invoice - If leveraging a vendor, a copy of the third-party invoice | - Copy of final produced version - Proof of Avalara representation - MQLs |
| Customer /Prospect Events | - Avalara and partner-hosted customer/prospect events | - Event planning and venue costs - Event-related giveaway of gift cards or Avalara swag (cost of up to 10% of total MDF allotment for Avalara Fund Period) | - Partner-to-Avalara invoice - If leveraging a vendor, a copy of the third-party invoice | - Event invites, collateral, pictures from event - Proof of Avalara representation - MQLs |
Web, Newsletters, Email, and Web Advertising | - Email or web-based publication providing a sales/marketing message to a targeted list of recipients - Marketing efforts to increase presence across digital channels through web and video advertising - Includes paid search, display ads, retargeting, and content syndication | - Advertising media placement costs - Development and production costs | - Partner-to-Avalara invoice - If leveraging a vendor, a copy of the third-party invoice | - Copy of newsletter or email - Screenshot of communication with visible URL - Full URL and visual of landing page, screenshot of web advertisement or page, OR digital copy of advertisement - Proof of Avalara representation - MQLs |
| Predictive Analytics | - Predictive analytics that focus on monitoring and engaging net-new and existing customers during the buyer’s journey | - Cost associated with providing analytical and search data specific to potential buyers | - Partner-to-Avalara invoice - Third-party vendor invoice | - Statement of Work with detailed cost of service - Proof of Avalara representation - MQLs |
| Telemarketing | - Any outbound telephone-calling campaigns | - Agency or call center costs - Development and production costs - Mailing list procurement and subscription costs | - Partner-to-Avalara invoice - If leveraging a vendor, a copy of the third-party invoice | - Copy of script - Proof of Avalara representation - MQLs |
| Sales Trainings | - Avalara and partner-hosted sales trainings including lunch and learns | - Training curriculum, event planning | - Partner-to-Avalara invoice - If leveraging a vendor, a copy of the third-party invoice | - Training invite, curriculum - Proof of Avalara representation - MQLs |
Webinars | - Online event to host and broadcast virtual presentations | - Agency hosted costs - Development and production costs - Webinar-related giveaway of gift cards or Avalara swag (cost of up to 10% of total MDF allotment for Avalara Fund Period) | - Partner-to-Avalara invoice - If leveraging a vendor, a copy of the third-party invoice | - Copy of webinar presentation - Registration page link - Webinar recording - Proof of Avalara representation - MQLs |
Non-reimbursable Expenses
Avalara will not reimburse the following:
- Activities illegal under any applicable laws
- The use of guns of any kind, including rifles, handguns, paintball guns, shooting ranges, etc.
- Alcohol/liquor
- Cancellation fees
- Avalara products and services
- Swag/promotional items with Avalara branding in excess of 10% of total MDF allotment for Avalara Fund Period
- Personal lodging and accommodations, personal travel, and personal expenses
- Payment to Avalara (or a third party acting on behalf of Avalara) for sponsorship or attendance fees for Avalara-hosted events (i.e., Avalara CRUSH, Avalara NEXT)
- Payments for Avalara to sponsor a partner tradeshow or multi-partner events featuring companies and products other than those offered by Avalara and the MDF partner
- Partner’s attendance/sponsorship of an industry event
- Continuing professional education or learning credits
- Meetings or events requiring international travel outside of the United States
- Any activities with risk to the personal safety of any attendees or other persons
- Examples of out-of-policy/non-allowable, high-risk activities are:
Alpine skiing, snowmobiling, horseback riding, water skiing, jet skiing, white water rafting, scuba diving, power boat rides, hang gliding, rock climbing, sky diving, zip-lining, bungee jumping, mechanical bull riding, parasailing, hot air balloon rides, helicopter tours, piloting/flying aircraft, airboat or alligator tours, air tunnel flights, Segways, ATVs/three-wheelers/quads, vehicle racing of any kind including cars, motorcycles, dune buggies, go-carts, boats, etc.
As a rule, if a waiver of liability is required to be signed (by the company or an individual) before participating in an activity and it is not listed above, it is not eligible for approval or reimbursement.
Proof of Cost Requirements
- Partner-to-Avalara invoice for total reimbursement amount
- Third-party invoice (if applicable)
All must include:
- Partner name
- Activity start and end dates
- Activity description
- Itemized list of goods and services provided
- Total cost of the activity
Proof of Performance Requirements
- Final version of asset or service provided (e.g., copies of collateral, webinar invites, slides, etc.)
- Proof of Avalara representation
- The date(s) the asset or service was provided
- The location where the asset or service was delivered as applicable to the marketing activity
Definitions
H1 2025 Avalara Fund Period: January 1, 2025, through June 30, 2025
H2 2025 Avalara Fund Period: July 1, 2025, through December 31, 2025
Proof of Cost (POC): Documentation required to show the total cost of a marketing activity. All POC documents must include the following:
- Recipient name (Partner Company Name)
- Activity start and end dates
- Activity description
- Itemized list of goods and/or services and amounts
- Total cost of activity
Partner invoice: Partner-issued cost document. See POC document requirements listed above.
Statement of Work: Partner or third-party vendor issued Statement of Work (SOW) for the service provided. The SOW must outline:
- Scope and purpose of the services performed
- Consulting engagement start and end date
- Total cost of activity
Third-party vendor invoice: A dated invoice from a third-party company supplying or performing an activity. The invoice must be issued to the Partner company as the recipient of the goods or services. See POC document requirements listed above.
Proof of Execution (POE): POE is a term that includes Proof of Cost, Proof of Performance, and Proof of Avalara representation.
Proof of Avalara representation: All produced marketing materials, assets, events, etc., whether digital or non-digital, must include Proof of Avalara representation. All funded co-marketing activities must reference Avalara products, services, solutions, and/or technologies, or must involve a visual display of the Avalara logo. Proof of Avalara representation may be included within the Proof of Performance required for the activity type or through additional documentation. (Logo guidelines)
Proof of performance (POP): Documentation required to prove that the approved marketing activity was executed as agreed upon. Required documentation differs depending upon the activity type executed. Refer to the Activity List for more information.
Avalara Market Development Funds – H1 2025 Fund Period Calendar
| Date | Action |
|---|---|
| 1/1/2025 | Avalara invites Partners to program with program guide and link to acceptance page with terms and conditions. |
| 1/15/2025 | Partner accepts invitation via enrollment page on avalara.com. |
| 3/1/2025 | Partner deadline for activity plans due to Avalara. |
| 3/15/2025 | Avalara deadline to review and approve Partner plans. |
| 3/1/2025–6/30/2025 | Partner executes activity. Last day to complete execution is 6/30/2025 |
| 7/15/2025 | Latest date to submit activity claims and Proof of Execution (POE). |
| 8/31/2025 | Partners are reimbursed from Avalara via ACH wire payment. |
Avalara Market Development Funds – H2 2025 Fund Period Calendar
| Date | Action |
|---|---|
| 6/1/2025 | Avalara invites Partners to program with program guide and link to acceptance page with terms and conditions. |
| 6/15/2025 | Partner accepts invitation via enrollment page on avalara.com. |
| 8/1/2025 | Partner deadline for activity plans due to Avalara. |
| 8/15/2025 | Avalara deadline to review and approve Partner plans. |
| 8/1/2025–12/31/2025 | Partner executes activity. Last day to complete execution is 12/31/2025 |
| 1/15/2026 | Latest date to submit activity claims and Proof of Execution (POE). |
| 2/28/2026 | Partners are reimbursed from Avalara via ACH wire payment. |
APPENDIX
- Avalara Market Development Funds (MDF) as described in this document provide eligible Avalara Partners with tools, services, and other resources to help them market and promote their products, services, and solutions. For the avoidance of doubt, Avalara reserves the right to approve funding or payments related to MDF at its discretion.
- As a condition to participating in MDF and receiving any funds from Avalara, Partner agrees to comply with the MDF Terms and General Partner Terms. Avalara may update General Requirements from time to time; all such changes to Requirements are binding on Partner. Avalara will exercise commercially reasonable efforts to advise Partner of material changes to the Requirements. These Requirements cover all aspects of Partner’s participation in the program and remain in effect even if Partner leaves the program.
- Avalara MDF is a discretionary fund and marketing benefit for the use of the Preferred Technology, Premier Consulting, and Preferred Consulting Partner Tiers in the Avalara Partner Program. Avalara reserves the right to change this allocation at any time.
- At its discretion, Avalara will determine the proposed Partner marketing activities to receive program funding and the amount of funding. Avalara may reject any application at its sole discretion for any reason. All funds remain the property of Avalara until paid. Partner acknowledges that approval of an application by Avalara does not establish entitlement to funds under MDF Terms and Conditions and that funds are only to be granted under MDF after review and approval by Avalara of Partner’s submitted claim and Proof of Execution. Amounts approved for any program activity may be reduced or revoked at Avalara’s discretion and Partner is liable for any balance due. To receive funding, all approved marketing activities must be completed before the expiration of any schedule set by Avalara. Partner is solely liable for any cost, fee, or other liability assumed under any agreement entered into between Partner and any third-party vendor associated with the program. Partner acknowledges and agrees that Avalara is not a surety or guarantor of Partner’s payment or performance under any third-party agreement.
- Either party may terminate Partner’s participation in MDF at any time, with or without cause, by giving the other party written notice of termination. Partner’s participation in MDF is automatically terminated if Partner’s Referral Partner Agreement with Avalara has been terminated. Upon termination of a Partner’s participation in MDF, all outstanding applications and claims are also terminated and no amounts shall be paid out to former Partners under MDF.
- Participation in the Program is at Partner’s sole risk. AVALARA DISCLAIMS ALL PROMISES OR GUARANTEES THAT ANY MARKETING CAMPAIGN OR OTHER PROGRAM ACTIVITY WILL BE SUCCESSFUL OR OTHERWISE LEAD TO AN INCREASE IN SALES OR PROFITS, IMPROVE GROWTH, OR ACHIEVE ANY OTHER DESIRED RESULT CONTEMPLATED BY THE PARTNER.
- To ensure there is never a negative impression of Avalara based on where an advertisement is viewed, an agency, marketing, or ad execution partner is responsible for ensuring full compliance of Avalara’s brand guidelines using all available paid media inventory management controls. Paid media inventory management includes the use of blacklists, blocked risk categories of sites, and ad verification technologies, agreeing that no ads containing an Avalara name or logo of any kind will appear on websites, radio programs, or podcast programs that contain the following unacceptable themes:
a. Politically charged content
b. Adult or sexual themes
c. Offensive language, or hate speech
d. Weapons/violence
e. Alcohol, drugs, or tobacco
f. Religious content
An execution partner and/or Avalara Partner is responsible for ensuring that any targeted inventory does not include any barred sites or programs.
DAVO by Avalara for Technology Partners Terms and Conditions
Effective April 4th 2025
DownloadTable of Contents
These DAVO by Avalara for Technology Partners Terms and Conditions ("DAVO Technology Partner Terms") govern Avalara's offering of, and Partner's participation in, DAVO by Avalara for Technology Partners (the "Program"), and are in addition to and incorporate by reference the Avalara Partner Program General Terms and Conditions (located at http://partners.avalara.com/partnergeneralterms) (the "General Partner Terms"), as well as the Avalara Partner Program Agreement between Avalara and Partner (the “Partner Program Agreement”). Terms not defined in these DAVO Technology Partner Terms are defined in the General Partner Terms or the Partner Program Agreement. If a provision of these DAVO Technology Partner Terms conflict with the General Partner Terms or the Partner Program Agreement, the Partner Program Agreement governs, followed by these DAVO Technology Partner Terms, and, lastly, the General Partner Terms.
- Definitions. The capitalized terms used herein shall have the meanings set forth below:
- “Partner API” means the application programming interface, built and maintained by Partner, that enables the synchronous integration between the Partner Solution and the Avalara Services. The Partner API is deemed to be Partner Technology.
- “Connector” means a software and communications interface that, via the Partner API, connects the Partner's Solution with a Service. Connectors are deemed to be Avalara Technology.
- “Customer” means a customer who purchases a Service in conjunction with the Connector. This definition applies for purposes of the DAVO Technology Partner Terms and the General Partner Terms, as incorporated for the DAVO Technology Partner Program.
- "Financial Incentives" means the amounts payable to Partner by Avalara as compensation for a Customer’s purchase of the Services in accordance with Section 2 (Financial Incentives) below.
- “Service” means the software or service provided to Customers by Avalara through use of the Connector. The Services that are eligible for Financial Incentives are set forth in Exhibit A.
- "Service Fees" means the fee types that are eligible for Connector Incentives. The Service Fees are set forth in Exhibit A.
- Financial Incentives. Subject to these DAVO Technology Partner Terms, Partner will earn Financial Incentives when a Customer purchases Services set forth in Exhibit A through the Connector (“Connector Incentive”).
- Commission Incentive Eligibility. For Partner to be eligible to earn Commission Incentives, the following conditions must be met:
- The Partner API(s) are provided to Avalara for development, testing, and maintenance of the Connector, such that it remains functional and compatible with the Service.
- Avalara must have received full payment of all applicable fees from the Customer; and
- Partner must have provided all tax documentation and other information that Avalara needs to make payments to Partner, including Partner’s W-9 or equivalent document.
- Calculation. Connector Incentives are calculated by multiplying the applicable percentage set forth in Exhibit A ("Connector Incentive Rate") by Net Revenue. “Net Revenue” means the gross amount of Service Fees actually received by Avalara from a Customer for the eligible Services being used with the Partner API(s). Net Revenue excludes: (i) subsequently credited charges, refunds, or charge backs; (ii) charges to a Customer for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (iii) charges in connection with a change made to a Customer's Avalara subscription plan during its subscription term; (iv) postage, fax, insurance, or other administrative charges; and (v) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency.
- Exclusions. Except as may otherwise be provided in the Partner Program Agreement, if Partner receives a Connector Incentive under these DAVO Technology Partner Terms, Partner will not be eligible to receive financial incentives under any other Partner Program offered by Avalara for the same order of Services.
- No Additional Customer Fees. Partner agrees to make the Connector available to Customers at no additional cost.
- Commission Incentive Eligibility. For Partner to be eligible to earn Commission Incentives, the following conditions must be met:
- Development and Maintenance of Connector.
- Avalara Development and Maintenance. Avalara will develop and maintain the Connector.
- Partner Assistance. Partner will assist with Avalara’s development, launch, and maintenance of the Connector as set forth in the DAVO by Avalara Development and Marketing Plan at https://www.avalara.com/us/en/legal/davo-development-marketing-plan.html and these DAVO Technology Partner Terms.
- Partner API(s) and Developer Tools. During the Term and any Wind Down Period (defined below), Partner shall provide the Partner API(s) to enable Avalara to (i) develop and test the Connector, and (ii) ensure the Connector remains functional and compatible with the Service for Customers. Avalara may use any Partner APIs and developer tools Partner makes available to build and maintain the Connector.
- Partner Solution and API Updates. Partner will provide Avalara with at least 30 days’ prior written notice of any relevant changes to the Solution or its API(s) that are likely to affect the functionality or compatibility of the Connector. If any such changes require updates to the Connector to maintain functionality or compatibility, Partner will provide support and updated API documentation to enable uninterrupted Connector use by Customers.
- Test Account. When available and requested by Avalara, Partner will provide to Avalara a sandbox or other account (“Test Account”) at no charge solely for Avalara’s internal business operations to develop, test, and demonstrate the Connector. Avalara shall not use the Test Account for any other purpose.
- Term. Avalara may use the Test Account during the Term.
- Suspension. Partner may suspend the Test Account without notice if (1) Avalara’s use of the Test Account creates a risk to the security or performance of Partner’s services; or (2) Avalara materially breaches the Agreement or applicable law.
- Exclusion of Claims. Neither party has liability to the other party or any third party with respect to the Test Account for any direct damages, cost of cover or any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill or investments, use of money or facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages and even if such damages are reasonably foreseeable. Neither party has indemnification obligations to the other party related to the Test Account.
- Customer Data. Avalara may use the Partner API to access and import Customer information and data to facilitate Customers’ use of the Services.
- Support.
- Partner Support. At Partner's expense, Partner will provide technical support to Avalara and to Customers to answer questions and resolve problems to the extent such questions or problems relate to the Partner’s Solution or the Partner API(s). Requests for technical support may come directly or by escalation or referral by Avalara. Partner will use commercially reasonable efforts to respond to technical support requests for Partner's Solution or the Partner API(s) within two business days and at no less than the same level of support that Partner provides to Partner’s own customers and end users.
- Avalara Support. Avalara will provide technical support relating specifically to Avalara's Services and the Connector. If Partner determines that a problem experienced by a Customer is caused by Avalara’s Services or the Connector and not Partner’s Solution or the Partner API(s), Partner will refer such Customer to Avalara for technical assistance.
- Marketing Plan. Promptly following the Effective Date, the Parties will collaborate to execute on the marketing plan, in accordance with the DAVO by Avalara Development and Marketing Plan at https://www.avalara.com/us/en/legal/davo-development-marketing-plan.html. The Parties will review and revise the marketing plan on an annual basis. As part of the marketing plan: (a) the Parties will participate in regular reviews of the business and the marketing activities in the marketing plan, and (b) Avalara will permit Partner and third parties (as the Parties mutually agree) to promote the Service to potential Customers.
- Avalara shall make available to Partner a variety of graphic and textual images that serve to identify Partner as a member of this Program (“Avalara Images”) and that may be used in hypertext links from Partner’s website to Avalara’s website (“Avalara Links”) and for marketing the Services. Partner may, subject to the terms and conditions herein, display Avalara Links as often and in as many areas on Partner’s website as Partner desires; however, the Avalara Links must land on the page on Avalara’s website designated by Avalara. Partner shall not use Avalara Images or Avalara Links to direct traffic to any other web site or page. Partner shall cooperate fully with Avalara in establishing and maintaining Avalara Links. Partner shall only display Avalara Images provided to Partner by Avalara. Avalara may change or remove Avalara Images from time to time in its sole discretion, and Partner shall promptly update its website and any affected Avalara Links.
- Partner shall make available to Avalara a variety of graphic and textual images that serve to identify Avalara as its partner (“Partner Images”) and that will establish hypertext links from Avalara’s website to Partner’s website (“Partner Links”) and for Avalara to use in marketing Partner’s services. Avalara may, subject to the terms and conditions herein, display Partner Links as often and in as many areas on Avalara’s website as Avalara desires; however, Partner Links must land on the page on Partner’s website designated by Partner. Avalara shall not use Partner Images or Partner Links to direct traffic to any other web site or page. Avalara shall cooperate fully with Partner in establishing and maintaining Partner Links. Avalara shall only display Partner Images provided to Avalara by Partner. Partner may change or remove Partner Images from time to time in its sole discretion, and Avalara shall promptly update its website and any affected Partner Links.
- If a Party wishes to create, publish, distribute, or permit any other material that makes reference to the other Party, such Party must first obtain the other Party’s express written consent, which may be granted or withheld in the other Party’s sole discretion.
- Fees and Payment.
- Payment. Avalara will pay Connector Incentive payments (“Payment(s)”) within 30 days from the end of the calendar quarter in which the applicable Service fees were received from Customer. Payments will only include amounts for funds actually collected by Avalara. Avalara will track qualifying sales to Customers and make reports available to Partner. The form, content, and frequency of the reports may vary from time to time in Avalara’s sole discretion. Any reporting is considered Avalara’s Confidential Information. Partner shall strictly limit access to these reports to Partner personnel who need access solely to fulfill Partner’s obligations under the Program.
- Offsets and Refunds. Subject to Section 6(d) (Claims) below, Avalara may deduct or offset amounts owed by Partner to Avalara from any Payments. Partner may owe amounts to Avalara as a result of a Connector Incentive paid for an order of Services where Avalara never receives payment from the Customer, for a Connector Incentive paid for an order of Services that is subsequently refunded to a Customer, or for amounts paid to Partner in error, among others. If the amount owed by Partner under this section exceeds the Payments owed to Partner, Partner will pay Avalara such excess amount owed within 30 calendar days of the date of Avalara’s invoice.
- Taxes. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. If withholding of any tax is required under applicable law in respect of any payment by Avalara to Partner hereunder, Avalara will: (i) withhold the appropriate amount from such payment, and (ii) remit such amount to the relevant authorities in accordance with applicable laws.
- Claims. Any claim for any unpaid, underpaid, or overpaid Connector Incentives made by either Party must be submitted to the other Party in writing within three months after the end of the calendar year in which the event giving rise to the claim occurred. Following the expiration of that period, each Party agrees to waive any and all rights to assert a claim for such unpaid, underpaid, or overpaid Connector Incentive.
- Partner Invoices. If applicable, Partner will submit invoices via email to davopartnerfinance@avalara.com or another address provided by Avalara. All invoices will be in U.S. dollars and contain sufficient detail to allow Avalara to determine the accuracy of the amounts billed. Avalara will pay invoices net 45 days from receipt of a correct and undisputed invoice.
- Avalara Affiliates. If and to the extent the applicable Services are provided to a Customer by Avalara’s Affiliate, Avalara or its Affiliate may make Payments to Partner.
- Modification. Avalara may modify these DAVO Technology Partner Terms, including, for example, Exhibit A. If Avalara modifies these DAVO Technology Partner Terms, it will provide written notice to Partner of those modifications at least 90 days prior to the effectiveness of the modifications. If modifications materially and adversely affect Partner, and Partner does not wish to accept such modifications, then Partner may terminate Partner's Program Enrollment, and the modifications will not apply during any Wind Down Period. If modifications are necessary to comply with applicable laws, Avalara will use commercially reasonable efforts to provide prior notice when practicable. If Partner does not terminate Partner's Program Enrollment as specified in this Section 7 (Modification), then Partner will be bound by the modified terms beginning upon the effective date set forth in the modification notice.
- Term. The initial term of Partner’s participation in the Program (“Partner’s Program Enrollment”) will begin on the Effective Date of the Partner Program Agreement and will continue for one year (the “Initial Term”). At the end of the Initial Term or then-current Renewal Term, Partner’s Program Enrollment will automatically renew for an additional one-year period (a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party at least 30 calendar days’ prior to the expiration of the then-current Initial Term or Renewal Term. The Initial Term and each Renewal Term are collectively referred to as the “Term”.
- Termination.
- Material Breach. Either Party may immediately terminate this Partner's Program Enrollment for cause by giving written notice of termination to the other if the other Party materially breaches any of its contractual obligations related to Partner's participation in the Program and does not cure the breach within 30 calendar days after the non-breaching Party gives written notice to the breaching Party.
- Effect of Termination or Expiration. Except as otherwise provided in these DAVO Technology Partner Terms or the General Partner Terms, upon termination or expiration of Partner's Program Enrollment:
- All rights and licenses granted under the Program will immediately cease;
- Customers of Partner’s Solution have the right to continue to use the associated Connector(s) at their own risk, and Partner shall have no obligations with regard to such use;
- Upon written request, each Party will immediately stop using and either destroy or delete any Confidential Information (as defined in the General Partner Terms) provided by the other Party in connection with Partner's participation in the Program; and
- Those provisions of these DAVO Technology Partner Terms, the General Partner Terms, and Partner Program Agreement that by their nature should survive termination or expiration will survive, including, for example, ownership provisions, confidentiality, disclaimers, indemnities, and limitations of liability.
- Wind Down. Both Parties acknowledge that some Customers subscribe to the Services based on the availability of the Connector and rely on the availability of that Connector. To mitigate any disruption to those Customers, for a period not to exceed 18 months after the date of any termination or expiration of Partner's Program Enrollment, both Parties (a) will ensure that existing Customers can continue to use the Connector and the applicable Service for the remainder of those Customers' Service subscriptions, and, if a Customer has less than 120 days remaining in a current 12-month Service subscription term, for an additional 12-month renewal subscription term (such period, the “Wind Down Period”), and (b) will continue to perform their maintenance and support obligations under these DAVO Technology Partner Terms with respect to Connectors and Services until all Service subscriptions with Customers using the Connector have terminated or transitioned to other Connectors. During the Wind Down Period, Partner will maintain the Partner API to ensure there is no material change to the features, functionality, and compatibility of the Connector with the Services.
Exhibit A
Connector Incentive Rates
Service | Service Fee | Connector Incentive Rate |
DAVO by Avalara* | Subscription | 10% |
*"DAVO by Avalara" means the DAVO by Avalara Service where Avalara provides returns filing and tax funds remittance.
Effective February 24th 2025 to April 4th 2025
DownloadTable of Contents
These DAVO by Avalara for Technology Partners Terms and Conditions ("DAVO Technology Partner Terms") govern Avalara's offering of, and Partner's participation in, DAVO by Avalara for Technology Partners (the "Program"), and are in addition to and incorporate by reference the Avalara Partner Program General Terms and Conditions (located at http://partners.avalara.com/partnergeneralterms) (the "General Partner Terms"), as well as the Avalara Partner Program Agreement between Avalara and Partner (the “Partner Program Agreement”). Terms not defined in these DAVO Technology Partner Terms are defined in the General Partner Terms or the Partner Program Agreement. If a provision of these DAVO Technology Partner Terms conflict with the General Partner Terms or the Partner Program Agreement, the Partner Program Agreement governs, followed by these DAVO Technology Partner Terms, and, lastly, the General Partner Terms.
- Definitions. The capitalized terms used herein shall have the meanings set forth below:
- “Partner API” means the application programming interface, built and maintained by Partner, that enables the synchronous integration between the Partner Solution and the Avalara Services. The Partner API is deemed to be Partner Technology.
- “Connector” means a software and communications interface that, via the Partner API, connects the Partner's Solution with a Service. Connectors are deemed to be Avalara Technology.
- “Customer” means a customer who purchases a Service in conjunction with the Connector. This definition applies for purposes of the DAVO Technology Partner Terms and the General Partner Terms, as incorporated for the DAVO Technology Partner Program.
- "Financial Incentives" means the amounts payable to Partner by Avalara as compensation for a Customer’s purchase of the Services in accordance with Section 2 (Financial Incentives) below.
- “Service” means the software or service provided to Customers by Avalara through use of the Connector. The Services that are eligible for Financial Incentives are set forth in Exhibit A.
- "Service Fees" means the fee types that are eligible for Connector Incentives. The Service Fees are set forth in Exhibit A.
- Financial Incentives. Subject to these DAVO Technology Partner Terms, Partner will earn Financial Incentives when a Customer purchases Services set forth in Exhibit A through the Connector (“Connector Incentive”).
- Commission Incentive Eligibility. For Partner to be eligible to earn Commission Incentives, the following conditions must be met:
- The Partner API(s) are provided to Avalara for development, testing, and maintenance of the Connector, such that it remains functional and compatible with the Service.
- Avalara must have received full payment of all applicable fees from the Customer; and
- Partner must have provided all tax documentation and other information that Avalara needs to make payments to Partner, including Partner’s W-9 or equivalent document.
- Calculation. Connector Incentives are calculated by multiplying the applicable percentage set forth in Exhibit A ("Connector Incentive Rate") by Net Revenue. “Net Revenue” means the gross amount of Service Fees actually received by Avalara from a Customer for the eligible Services being used with the Partner API(s). Net Revenue excludes: (i) subsequently credited charges, refunds, or charge backs; (ii) charges to a Customer for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (iii) charges in connection with a change made to a Customer's Avalara subscription plan during its subscription term; (iv) postage, fax, insurance, or other administrative charges; and (v) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency.
- Exclusions. Except as may otherwise be provided in the Partner Program Agreement, if Partner receives a Connector Incentive under these DAVO Technology Partner Terms, Partner will not be eligible to receive financial incentives under any other Partner Program offered by Avalara for the same order of Services.
- No Additional Customer Fees. Partner agrees to make the Connector available to Customers at no additional cost.
- Commission Incentive Eligibility. For Partner to be eligible to earn Commission Incentives, the following conditions must be met:
- Development and Maintenance of Connector.
- Avalara Development and Maintenance. Avalara will develop and maintain the Connector.
- Partner Assistance. Partner will assist with Avalara’s development, launch, and maintenance of the Connector as set forth in the DAVO by Avalara Development and Marketing Plan at https://www.avalara.com/us/en/legal/davo-development-marketing-plan.html and these DAVO Technology Partner Terms.
- Partner API(s) and Developer Tools. During the Term and any Wind Down Period (defined below), Partner shall provide the Partner API(s) to enable Avalara to (i) develop and test the Connector, and (ii) ensure the Connector remains functional and compatible with the Service for Customers. Avalara may use any Partner APIs and developer tools Partner makes available to build and maintain the Connector.
- Partner Solution and API Updates. Partner will provide Avalara with at least 30 days’ prior written notice of any relevant changes to the Solution or its API(s) that are likely to affect the functionality or compatibility of the Connector. If any such changes require updates to the Connector to maintain functionality or compatibility, Partner will provide support and updated API documentation to enable uninterrupted Connector use by Customers.
- Test Account. When available and requested by Avalara, Partner will provide to Avalara a sandbox or other account (“Test Account”) at no charge solely for Avalara’s internal business operations to develop, test, and demonstrate the Connector. Avalara shall not use the Test Account for any other purpose.
- Term. Avalara may use the Test Account during the Term.
- Suspension. Partner may suspend the Test Account without notice if (1) Avalara’s use of the Test Account creates a risk to the security or performance of Partner’s services; or (2) Avalara materially breaches the Agreement or applicable law.
- Exclusion of Claims. Neither party has liability to the other party or any third party with respect to the Test Account for any direct damages, cost of cover or any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill or investments, use of money or facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages and even if such damages are reasonably foreseeable. Neither party has indemnification obligations to the other party related to the Test Account.
- Customer Data. Avalara may use the Partner API to access and import Customer information and data to facilitate Customers’ use of the Services.
- Support.
- Partner Support. At Partner's expense, Partner will provide technical support to Avalara and to Customers to answer questions and resolve problems to the extent such questions or problems relate to the Partner’s Solution or the Partner API(s). Requests for technical support may come directly or by escalation or referral by Avalara. Partner will use commercially reasonable efforts to respond to technical support requests for the Connector within two business days and at no less than the same level of support that Partner provides to Partner’s own customers and end users.
- Avalara Support. Avalara will provide technical support relating specifically to Avalara's Services and the Connector. If Partner determines that a problem experienced by a Customer is caused by Avalara’s Services or the Connector and not Partner’s Solution or the Partner API(s), Partner will refer such Customer to Avalara for technical assistance.
- Marketing Plan. Promptly following the Effective Date, the Parties will collaborate to execute on the marketing plan, in accordance with the DAVO by Avalara Development and Marketing Plan at https://www.avalara.com/us/en/legal/davo-development-marketing-plan.html. The Parties will review and revise the marketing plan on an annual basis. As part of the marketing plan: (a) the Parties will participate in regular reviews of the business and the marketing activities in the marketing plan, and (b) Avalara will permit Partner and third parties (as the Parties mutually agree) to promote the Service to potential Customers.
- Avalara shall make available to Partner a variety of graphic and textual images that serve to identify Partner as a member of this Program (“Avalara Images”) and that may be used in hypertext links from Partner’s website to Avalara’s website (“Avalara Links”) and for marketing the Services. Partner may, subject to the terms and conditions herein, display Avalara Links as often and in as many areas on Partner’s website as Partner desires; however, the Avalara Links must land on the page on Avalara’s website designated by Avalara. Partner shall not use Avalara Images or Avalara Links to direct traffic to any other web site or page. Partner shall cooperate fully with Avalara in establishing and maintaining Avalara Links. Partner shall only display Avalara Images provided to Partner by Avalara. Avalara may change or remove Avalara Images from time to time in its sole discretion, and Partner shall promptly update its website and any affected Avalara Links.
- Partner shall make available to Avalara a variety of graphic and textual images that serve to identify Avalara as its partner (“Partner Images”) and that will establish hypertext links from Avalara’s website to Partner’s website (“Partner Links”) and for Avalara to use in marketing Partner’s services. Avalara may, subject to the terms and conditions herein, display Partner Links as often and in as many areas on Avalara’s website as Avalara desires; however, Partner Links must land on the page on Partner’s website designated by Partner. Avalara shall not use Partner Images or Partner Links to direct traffic to any other web site or page. Avalara shall cooperate fully with Partner in establishing and maintaining Partner Links. Avalara shall only display Partner Images provided to Avalara by Partner. Partner may change or remove Partner Images from time to time in its sole discretion, and Avalara shall promptly update its website and any affected Partner Links.
- If a Party wishes to create, publish, distribute, or permit any other material that makes reference to the other Party, such Party must first obtain the other Party’s express written consent, which may be granted or withheld in the other Party’s sole discretion.
- Fees and Payment.
- Payment. Avalara will pay Connector Incentive payments (“Payment(s)”) within 30 days from the end of the calendar quarter in which the applicable Service fees were received from Customer. Payments will only include amounts for funds actually collected by Avalara. Avalara will track qualifying sales to Customers and make reports available to Partner. The form, content, and frequency of the reports may vary from time to time in Avalara’s sole discretion. Any reporting is considered Avalara’s Confidential Information. Partner shall strictly limit access to these reports to Partner personnel who need access solely to fulfill Partner’s obligations under the Program.
- Offsets and Refunds. Subject to Section 6(d) (Claims) below, Avalara may deduct or offset amounts owed by Partner to Avalara from any Payments. Partner may owe amounts to Avalara as a result of a Connector Incentive paid for an order of Services where Avalara never receives payment from the Customer, for a Connector Incentive paid for an order of Services that is subsequently refunded to a Customer, or for amounts paid to Partner in error, among others. If the amount owed by Partner under this section exceeds the Payments owed to Partner, Partner will pay Avalara such excess amount owed within 30 calendar days of the date of Avalara’s invoice.
- Taxes. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. If withholding of any tax is required under applicable law in respect of any payment by Avalara to Partner hereunder, Avalara will: (i) withhold the appropriate amount from such payment, and (ii) remit such amount to the relevant authorities in accordance with applicable laws.
- Claims. Any claim for any unpaid, underpaid, or overpaid Connector Incentives made by either Party must be submitted to the other Party in writing within three months after the end of the calendar year in which the event giving rise to the claim occurred. Following the expiration of that period, each Party agrees to waive any and all rights to assert a claim for such unpaid, underpaid, or overpaid Connector Incentive.
- Partner Invoices. If applicable, Partner will submit invoices via email to davopartnerfinance@avalara.com or another address provided by Avalara. All invoices will be in U.S. dollars and contain sufficient detail to allow Avalara to determine the accuracy of the amounts billed. Avalara will pay invoices net 45 days from receipt of a correct and undisputed invoice.
- Avalara Affiliates. If and to the extent the applicable Services are provided to a Customer by Avalara’s Affiliate, Avalara or its Affiliate may make Payments to Partner.
- Modification. Avalara may modify these DAVO Technology Partner Terms, including, for example, Exhibit A. If Avalara modifies these DAVO Technology Partner Terms, it will provide written notice to Partner of those modifications at least 90 days prior to the effectiveness of the modifications. If modifications materially and adversely affect Partner, and Partner does not wish to accept such modifications, then Partner may terminate Partner's Program Enrollment, and the modifications will not apply during any Wind Down Period. If modifications are necessary to comply with applicable laws, Avalara will use commercially reasonable efforts to provide prior notice when practicable. If Partner does not terminate Partner's Program Enrollment as specified in this Section 7 (Modification), then Partner will be bound by the modified terms beginning upon the effective date set forth in the modification notice.
- Term. The initial term of Partner’s participation in the Program (“Partner’s Program Enrollment”) will begin on the Effective Date of the Partner Program Agreement and will continue for one year (the “Initial Term”). At the end of the Initial Term or then-current Renewal Term, Partner’s Program Enrollment will automatically renew for an additional one-year period (a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party at least 30 calendar days’ prior to the expiration of the then-current Initial Term or Renewal Term. The Initial Term and each Renewal Term are collectively referred to as the “Term”.
- Termination.
- Material Breach. Either Party may immediately terminate this Partner's Program Enrollment for cause by giving written notice of termination to the other if the other Party materially breaches any of its contractual obligations related to Partner's participation in the Program and does not cure the breach within 30 calendar days after the non-breaching Party gives written notice to the breaching Party.
- Effect of Termination or Expiration. Except as otherwise provided in these DAVO Technology Partner Terms or the General Partner Terms, upon termination or expiration of Partner's Program Enrollment:
- All rights and licenses granted under the Program will immediately cease;
- Customers of Partner’s Solution have the right to continue to use the associated Connector(s) at their own risk, and Partner shall have no obligations with regard to such use;
- Upon written request, each Party will immediately stop using and either destroy or delete any Confidential Information (as defined in the General Partner Terms) provided by the other Party in connection with Partner's participation in the Program; and
- Those provisions of these DAVO Technology Partner Terms, the General Partner Terms, and Partner Program Agreement that by their nature should survive termination or expiration will survive, including, for example, ownership provisions, confidentiality, disclaimers, indemnities, and limitations of liability.
- Wind Down. Both Parties acknowledge that some Customers subscribe to the Services based on the availability of the Connector and rely on the availability of that Connector. To mitigate any disruption to those Customers, for a period not to exceed 18 months after the date of any termination or expiration of Partner's Program Enrollment, both Parties (a) will ensure that existing Customers can continue to use the Connector and the applicable Service for the remainder of those Customers' Service subscriptions, and, if a Customer has less than 120 days remaining in a current 12-month Service subscription term, for an additional 12-month renewal subscription term (such period, the “Wind Down Period”), and (b) will continue to perform their maintenance and support obligations under these DAVO Technology Partner Terms with respect to Connectors and Services until all Service subscriptions with Customers using the Connector have terminated or transitioned to other Connectors. During the Wind Down Period, Partner will maintain the Partner API to ensure there is no material change to the features, functionality, and compatibility of the Connector with the Services.
Exhibit A
Connector Incentive Rates
Service | Service Fee | Connector Incentive Rate |
DAVO by Avalara* | Subscription | 10% |
*"DAVO by Avalara" means the DAVO by Avalara Service where Avalara provides returns filing and tax funds remittance.
Effective November 24th 2021 to February 24th 2025
DownloadTable of Contents
This Technology Partner Program document describes the terms and conditions of Avalara’s Technology Partner Program for DAVO by Avalara and is subject to the Avalara Partnership Agreement between Avalara and Partner (the “Partnership Agreement”). The terms and conditions of this Technology Partner Program govern Avalara’s offering of the Partner Program described below and Partner’s participation in the Program. Terms not defined in this Technology Partner Program are defined in the Avalara Partnership Agreement or the General Partner Terms.
- Definitions. Unless otherwise defined in this Technology Program, the capitalized terms used herein shall have the meaning set forth below:
- “API” means application programming interface.
- “Connector” means a software and communications interface, including an API, that connects an End User’s business or financial software with DAVO by Avalara Service.
- “End User” means a customer who purchases an Avalara Service in conjunction with a Connector Avalara develops for Partner under this Technology Program.
- “Service” means the software and/or service provided to End Users by Avalara.
- Program. Avalara will develop, maintain, and support the Connector(s).
- Commission. If applicable, Avalara will pay Partner the commission rate set forth in the Partnership Agreement (the “Commission Rate”) on the amounts attributable to an End User’s purchase of DAVO by Avalara Service set forth in a Sales Order or renewal notice that includes access to the Connector (the “Commission”) according to the terms of this Program.
- Commission Eligibility. To be eligible for the Commission:
- Avalara must receive full payment of all applicable fees from the End User; and
- Partner must have provided all tax documentation that Avalara needs to make payments to Partner, including Partner’s W-9.
- Calculation. Commission payments are based on percentage of “Net Revenue”, which is defined as the gross amount actually received by Avalara from an End User for the Services as listed on Customer’s Order Document or appearing on Customer’s renewal notice. Net Revenue excludes: (a) subsequently credited charges, refunds, or charge backs; (b) if applicable, charges to an End User for exceeding its Avalara subscription plan level (such as exceeding the number of transactions or returns included in a subscription plan); (c) charges in connection with a change made to an End User’s Avalara subscription plan during its subscription term; (d) postage, fax, insurance, or other administrative charges; and (e) any taxes, interest, fines, or other charges or assessments imposed or levied by a governmental agency.
- Exclusions and Limits.
- If Partner receives Commission under this Agreement, Partner will not be eligible to receive Commission under any other Avalara partner program for the same order of Services unless otherwise expressly agreed to by the Parties in the Avalara Partnership Agreement.
- If the End User purchases multiple Connectors from Avalara, the Parties will negotiate in good faith an arrangement to split the Commission payable for the Connector(s) subject to this Technology Partner Program.
- No Additional End User Fees. As consideration for the Commission provided under this Agreement, Partner agrees to make the Connector available to End Users at no additional cost (including, but not limited to, fees for installation or maintenance of the Connector).
- Commission Eligibility. To be eligible for the Commission:
- Development.
- Development. Partner will assist with Avalara’s development and launch of the Connector as set forth in the DAVO by Avalara Development and Marketing Plan at https://www.avalara.com/us/en/legal/davo-development-marketing-plan.html.
- Connector Documentation, Training, and Access. Partner will support documentation, training and access to the Connector as set forth in the DAVO by Avalara Development and Marketing Plan at https://www.avalara.com/us/en/legal/davo-development-marketing-plan.html.
- Costs. Unless otherwise specified in this Agreement and except for Partner’s internal costs to support the development, integration and maintenance of the Connector as set forth in the DAVO by Avalara Development and Marketing Plan at https://www.avalara.com/us/en/legal/davo-development-marketing-plan.html, Avalara will bear sole responsibility for all expenses incurred in connection with the development, maintenance, and support of its Connector(s).
- Partner Developer Tools and APIs.
- Avalara Use. Avalara may use any developer tools Partner makes available from time to time and Partner APIs to build and maintain a Connector. The Connector is Avalara Technology.
- End User Data. End Users may use the Partner API to access End User information and data to facilitate End Users’ use of Avalara Services. End User information and data is only accessed at an End User’s express request and is owned exclusively by the End User.
- Test Account. When available and requested by Avalara, Partner will provide to Avalara a sandbox or other account (“Test Account”) at no charge solely for Avalara’s internal business operations to develop, test, and demonstrate the Connector. Avalara shall not use the Test Account for any other purpose.
- Term; Suspension. Avalara may use the Test Account during the Term. Suspension. Partner may suspend the Test Account without notice if (a) Avalara’s use of the Test Account creates a risk to the security or performance of Partner’s services; or (b) Avalara’s materially breaches the Agreement or applicable law.
- Exclusion of Claims. Neither party has liability to the other party or any third party with respect to the Test Account for any direct damages, cost of cover or any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill or investments, use of money or facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages and even if such damages are reasonably foreseeable. Neither party has indemnification obligations to the other party related to the Test Account.
- Connector Maintenance and Support.
- Maintenance. Avalara will use commercially reasonable efforts to ensure that each Connector remains functional and compatible in all material respects with Avalara’s Services. If an updated, modified, or new version of Avalara’s Services affects the functionality of a Connector, Avalara will update the Connector to ensure proper functionality and compatibility and will provide the updated Connector to End Users within a commercially reasonable period of time. If Partner intends to discontinue support of, or make any API or other updates or modifications that impact the functionality of the Connector, Partner will provide at least 90 days’ written notice in advance of the implementation of such updates or modifications so Avalara can ensure the continued functionality of the Connector.
- Technical Support.
- Avalara Support. At Avalara’s expense, Avalara will provide technical support to Partner and to End Users to answer questions and resolve problems to the extent such questions or problems relate to the Connector and will provide technical support relating specifically to Avalara’s Services. Requests for technical support may come directly or by escalation or referral by Partner. Avalara will use commercially reasonable efforts to respond to technical support requests for the Connector consistent with our agreement with End Users.
- Partner Support. Partner will provide technical support relating specifically to Partner’s Services. If Avalara determines that a problem experienced by an End User is caused by Partner’s Services and not Avalara’s Connector, Avalara will refer such End User to Partner for technical assistance. Partner will use commercially reasonable efforts to respond to technical support requests from Avalara and End Users.
- Marketing Plan. Promptly following the Effective Date, the Parties will collaborate to execute on the marketing plan in the DAVO by Avalara Development and Marketing Plan at https://www.avalara.com/us/en/legal/davo-development-marketing-plan.html. The Parties will review and revise the marketing plan on an annual basis. As part of the marketing Plan: (a) the Parties will participate in regular reviews of the business and the marketing activities in the Marketing Plan, and (b) Avalara will permit Partner and third parties (as the Parties mutually agree) to promote the DAVO by Avalara Service to potential End Users.
- Avalara shall make available to Partner a variety of graphic and textual images that serve to identify Partner as a member of this Program (“Avalara Images”) and that may be used in hypertext links from Partner’s website to Avalara’s website (“Avalara Links”) and for marketing the Services. Partner may, subject to the terms and conditions herein, display Avalara Links as often and in as many areas on Partner’s website as Partner desires; however, the Avalara Links must land on the page on Avalara’s website designated by Avalara. Partner shall not use Avalara Images or Avalara Links to direct traffic to any other web site or page. Partner shall cooperate fully with Avalara in establishing and maintaining Avalara Links. Partner shall only display Avalara Images provided to Partner by Avalara. Avalara may change or remove Avalara Images from time to time in its sole discretion, and Partner shall promptly update its website and any affected Avalara Links.
- Partner shall make available to Avalara a variety of graphic and textual images that serve to identify Avalara as its partner (“Partner Images”) and that will establish hypertext links from Avalara’s website to Partner’s website (“Partner Links”) and for Avalara to use in marketing Partner’s services. Avalara may, subject to the terms and conditions herein, display Partner Links as often and in as many areas on Avalara’s website as Avalara desires; however, Partner Links must land on the page on Partner’s website designated by Partner. Avalara shall not use Partner Images or Partner Links to direct traffic to any other web site or page. Avalara shall cooperate fully with Partner in establishing and maintaining Partner Links. Avalara shall only display Partner Images provided to Avalara by Partner. Partner may change or remove Partner Images from time to time in its sole discretion, and Avalara shall promptly update its website and any affected Partner Links.
- If a Party wishes to create, publish, distribute, or permit any other material that makes reference to the other Party, such Party must first obtain the other Party’s express written consent, which may be granted or withheld in the other Party’s sole discretion.
- Fees and Payment.
- Payment. Avalara will pay Commission payments (“Payment(s)”) on a quarterly basis. Payments will be remitted to Partner within 30 days following the last day of the calendar quarter in which the Commission was earned. Payments will only include amounts for funds actually collected by Avalara from End Users. The form, content, and frequency of the reports may vary from time to time in Avalara’s sole discretion. Any Commissions due for funds collected by Avalara from End Users after the applicable Payment period will be applied to subsequent Payments.
- Offsets and Refunds. Subject to Section 7(d) (Claims) below, Avalara may deduct or offset amounts owed by Partner to Avalara from any Payments. For example, if Avalara pays Commission for an order of Services but Avalara never receives payment from the End User, or if any amount is paid to Partner in error, Avalara may deduct such paid amounts from subsequent Payments. In the event that a refund is issued to an End User, and a Commission was previously paid to Partner based on the amount that was subsequently refunded, Avalara may offset the amount of the Commission paid on the refunded amount from a future Payment. If the amount owed by Partner under this section exceeds the Payments owed to Partner, Partner will pay Avalara such excess amount owed within 30 calendar days of the date of Avalara’s invoice.
- Taxes. Each Party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its income or gross receipts. If withholding of any tax is required under applicable law in respect of any payment by Avalara to Partner hereunder, Avalara will: (a) withhold the appropriate amount from such payment, and (b) remit such amount to the relevant authorities in accordance with applicable laws.
- Claims. Any claim for any unpaid, underpaid, or overpaid Commission made by either Party must be submitted to the other Party in writing within three months after the end of the calendar year in which the event giving rise to the claim occurred. Following the expiration of that three-month period, each Party agrees to waive any and all rights to assert a claim for such unpaid, underpaid, or overpaid Commission.
- Partner Invoices. If applicable, Partner will submit invoices via email to davopartnerfinance@avalara.com or another address provided by Avalara. All invoices will be in U.S. dollars and contain sufficient detail to allow Avalara to determine the accuracy of the amounts billed. Avalara will pay invoices net 45 days from receipt of a correct and undisputed invoice.
- Term. The initial term of this Agreement will begin on the Effective Date and will continue for one year, to the first anniversary of the Effective Date (the “Initial Term”). At the end of the then-current Initial Term or Renewal Term, this Agreement will automatically renew for an additional one-year period (a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party at least 30 calendar days’ prior to the expiration date of the then-current Initial Term or Renewal Term. The Initial Term and each Renewal Term are collectively referred to as the “Term”.
- Modification. Avalara may modify this Program. If Avalara modifies this Program, it will provide written notice to Partner of those modifications at least 90 days prior to the effectiveness of the modifications. If modifications materially and adversely affect Partner, and Partner does not wish to accept such modifications, then Partner may terminate its participation in the Program and this Agreement, and the modifications will not apply during any wind down period (as described in Section 11). If modifications are necessary to comply with Applicable Laws, Avalara will use commercially reasonable efforts to provide prior notice when practicable. If Partner does not terminate its participation in the Program as specified in this Section 9 (Modification), then Partner will be bound by the modified terms beginning upon the effective date set forth in the modification notice.
- Termination.
- Material Breach. Either Party may immediately terminate this Agreement for cause by giving written notice of termination to the other if the other Party breaches any of its material obligations under this Agreement and does not cure the breach within 30 calendar days after the non-breaching Party gives written notice to the breaching Party.
- Effect of Termination or Expiration. Except as otherwise provided in this Agreement, upon termination or expiration of this Agreement:
- All rights and licenses granted under this Agreement will immediately cease;
- Neither Avalara nor Partner will have an obligation to support or maintain Connector(s), and Avalara will stop charging End Users for their use of the Connector upon the expiration of their then-current Subscription Terms;
- End Users of Partner’s deployed on-premise solution(s), if any, have the right to continue to use the associated Connector(s) at their own risk, and Partner shall have no obligations with regard to such use;
- Each Party will immediately stop using and either destroy or delete any Confidential Information (as defined in the General Partner Terms) provided by the other Party under this Agreement; and
- Those provisions of this Agreement that by their nature should survive termination or expiration will survive, including, but not limited to, ownership provisions, confidentiality, disclaimers, indemnities, and limitations of liability.
- Wind Down. Both Parties acknowledge that some End Users subscribe to the Services based on the availability of the Connector and rely on the availability of that Connector. To mitigate any disruption to those End Users, for a period not to exceed 18 months after the date of any termination or expiration of this Agreement, both Parties (a) will ensure that existing End Users can continue to use the applicable Service for the remainder of those End Users’ subscriptions, and (b) will continue to perform their maintenance and support obligations under this Agreement with respect to Connectors and Services until all Avalara Service subscriptions with End Users using the Connector have terminated or transitioned to other Connectors.
DAVO by Avalara Development and Marketing Plan
Effective November 24th 2021
DownloadTable of Contents
DAVO by Avalara Integration Development Plan
Avalara and Partner will coordinate development of a DAVO by Avalara integration in a three-phase project:
- Phase I: Development (estimated four to eight weeks). During this phase:
- Avalara will build an integration to the Partner API
- Partner will assist Avalara to identify 1 to 5 customer accounts (the “Development Customers”) who will grant Avalara authorization to use such Development Customer’s accounts for development and quality assurance purposes only. For the avoidance of doubt, no funds will be set aside, and no tax returns will be filed during this Phase I
- Partner will use reasonable efforts to provide a variety of use-cases across these Development Customers
- During this Phase, Avalara shall perform development work and Partner will be available for technical support questions regarding the API
- Phase II: Beta (estimated 2 to 4 weeks). Upon mutual agreement of the Parties, the project will enter a Beta period. During this Phase II:
- Provided each Development Customer provides their consent, 1 to 5 Development Customers selected by Avalara shall be offered to enter a Beta period (such customers, the “Beta Customers“).
- During this Phase II and for a 3 to 6 months period, as agreed by Avalara and Partner, Avalara will provide its DAVO by Avalara production services, include daily set-asides and automatic return filing, to such Beta Customers at no cost. If any Beta Customers selected by Avalara elect not to proceed with the Phase II as Beta Customers, Partner may nominate additional, up to 5 Development Customers, to be Beta Customers.
- Phase III: Launch. Upon agreement by the Parties that the Beta is satisfactory, such agreement not to be unreasonably withheld, Avalara will proceed to launch the product for sale to the Partner customer base.
The Parties acknowledge that quality of service is paramount to the success of the project and will work diligently to solve technical or use-case-specific issues, to ensure that the customer experience is maximized and reinforces both companies’ reputation and brand for quality and customer service. Partner is responsible for its costs, including its personnel costs, to provide the support and other assistance assigned to Partner for the development, implementation, and maintenance of the integration as set forth in this plan.
To facilitate the Avalara integration as provided for herein, Partner shall make available to Avalara through a REST (or similar) API such information or documentation as may be required by Avalara, which includes, but is not limited to:
- Company Name
- Location Name
- Location Address
- Location Business Hours (business day)
- Configured Tax Rates
- Tax Rate Unique ID
- Tax Rate Percentage
- Tax Rate Name
- Company Catalog
- Menu Item Name
- Menu Item Price
- Associated Tax Rates
- Modifier Name
- Modifier Price
- Associated Tax Rates
- Orders
- Order Update Time
- Order Line Items
- Menu Item
- Line Item Discounts (if any)
- Applied Tax Rates
- Total Sales Amount
- Total Tax Amount
- Payments
- Sales Amount
- Tip Amount
- Tax Amount
- Total (optional)
- Transaction Type: Credit Card / Cash / Other
- Applied Tax Rates
- Tax Rate ID
- Tax Rate Name,
- Tax Rate Percentage
- Portion of sales applied
- Tax
- Refunds
- Refunded Sales Amount
- Refunded Tip Amount
- Refunded Tax Amount
- Refunded Total (optional)
- Transaction Type: Credit Card / Cash / Other
- Applied Tax Rates
- Tax Rate ID
- Tax Rate Name,
- Tax Rate Percentage
- Portion of sales applied
- Tax
Avalara shall be permitted to poll the information listed above from Partner on a daily basis after the close of business for the previous day, as well as arbitrary historical periods that are available with a minimum granularity of business-day.
The Catalog requirements above are in place for future service designed to assist customers in properly categorizing their products in the proper tax categories (where applicable). This information shall be provided in a format that allows equivalent values to be calculated.
Authentication for API access may be by OAuth and/or shared secret token along with Partner internal permissions. Ideally webhooks will be available for “install” and “uninstall” events. If webhooks are not available, a pollable “authorized Restaurants” endpoint may be used in the alternative.
DAVO by Avalara Integration Marketing Plan
It is important to ensure that the Parties are working together to promote the DAVO by Avalara integration to prospective mutual customers. With this in mind, set forth below is a marketing plan to support the Technology Program.
- Each Party will provide an assigned marketing contact to work collaboratively with the other Party’s marketing contact and relationship management groups.
- Partner shall provide Avalara with a “Marketing Toolkit” which shall include a portfolio of standard collateral, various marketing communications, and copy available and ready to customize by Avalara, and which Avalara may use with End Users.
- Partner and Avalara will work collaboratively to make mutually agreed upon updates to all marketing collateral, including documents related to End-User-facing marketing initiatives.
- Each Party shall include, within their respective website, a pre-approved paragraph (at minimum) about the other Party’s services, and a link to the other Party’s relevant landing page.
- Partner and Avalara will jointly agree on target markets for co-marketing campaigns and work collaboratively to develop co-marketing campaigns at a mutually agreed upon time after completing integration. These co-marketing campaigns may include, but are not limited to:
- Joint authored email announcement within one (1) month of launch to Partner’s customer base introducing them to Avalara;
- Avalara banner placement in the Partner integrations accounting section;
- Create opportunities for Avalara to present to Partner sales, training, and customer support staff at least twice per calendar year;
- Publish one or more sales tax related articles in the Partner blog authored or co-authored by Avalara and reasonably approved by Partner with distribution in a blog email;
- Inclusion of Avalara marketing materials and occasionally personnel in Partner trade show booths if applicable.
Partner will work collaboratively with Avalara on any other mutually agreed upon marketing, media, social media, acquisition, or retention initiatives and develop mutually agreed upon guidelines around the use of each other’s trademarks and brand elements.