Avalara Point-of-Sale Supplemental Terms
Effective as of July 21, 2017
These Avalara Point-of-Sale Supplemental Terms (“POS Terms”) govern Customer’s use of Avalara’s sales and use tax calculation Service for point-of-sale devices (the “POS Service”). These POS Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/legal/terms (the “Terms”). Any capitalized terms used in these POS Terms and not defined have the meanings given in the Terms.
1. Pricing. The pricing for the POS Service is determined on a per-Location basis and not on the standard per-Transaction basis. “Location” means the physical address where Customer has one or more point-of-sale devices (each a “Device”) installed and configured to use the POS Service. For each Subscription Term and for each Location, Customer’s subscription includes five Devices (the “Device Cap”) and 100,000 Transactions made using the POS Service (the “Transaction Cap”).
2. POS Service Transactions. Tax calculations are eligible for the POS Service pricing and usage if (i) the applicable sale was made using a Device and (ii) the “ship from” address and the “ship to” address are identical. If Customer (1) submits Transactions that were not made using a Device, (2) uses a Device for Transactions in which the “ship from” address and the “ship to” address are not identical, or (3) does not properly configure the Locations in the AvaTax system, such Transactions will be included in Customer’s AvaTax Service subscription and will be counted and billed under Section 3 (Transaction Calculations) of the Terms.
3. Estimated Locations. At the beginning of the Initial Subscription Term for the POS Service, Customer shall estimate the number of Locations needed during that Subscription Term (the “Estimated Locations”), sign an Order Document documenting the tier of Locations that correlates to the number of Estimated Locations, and pay the applicable fee for that tier. For each subsequent Subscription Term, the number of Estimated Locations will be determined according to the terms of Section 4 below, unless otherwise agreed to by the Parties. Customer is not entitled to any refund of fees paid or relief from fees due if the volume of Locations actually used is less than the volume of Locations ordered, and Customer may not carry over any unused Locations, Transactions, or Devices to Customer’s next Subscription Term.
4. Additional Locations, Devices, and Transactions. The Device Cap and the Transaction Cap will be measured as an average across all Locations (e.g., a Customer may exceed 5 Devices in one Location if fewer than 5 Devices are used in another Location). Customer will make an “Additional Usage Payment” if, at the end of a Subscription Term, Customer has exceeded any of the following by more than 10%: (a) the number of Estimated Locations, (b) the applicable Device Cap, or (c) the applicable Transaction Cap. The Additional Usage Payment will be calculated as X * (Y – Z), where X is the per-Location fee; Y is the greater of (i) the maximum number of Locations used during the Subscription Term, (ii) the total number of Devices used at all Locations during the Subscription Term / 5, or (iii) the total number of Transactions used at all Locations during the Subscription Term / 100,000; and Z is the number of Estimated Locations. The Additional Usage Payment will be due within 30 days of the end of the applicable Subscription Term. If the Customer is required to make an Additional Usage Payment for a Subscription Term, the total number of Locations calculated to determine the Additional Usage Payment will be used as the number of Estimated Locations for the subsequent Subscription Term.
5. Accuracy Guarantee for Offline POS Usage. If Customer has configured its systems to use the POS Service in manner that does not call the AvaTax system for each tax determination, Customer is responsible for ensuring that its point-of-sale systems are properly configured and that Customer regularly calls the AvaTax system for updated tax rules and rates. The Accuracy Guarantee set forth in Section 4 of the Terms will not apply to the extent that the incorrect tax calculation result was caused by (a) Customer’s point-of-sale system not being configured to allow the proper application of rates and rules, or (b) Customer’s failure to update the point-of-sale system with the most recent rates and rules in the AvaTax system.