Avalara for Communications Supplemental Terms

3. Avalara Returns for Communications Service.

a. Account Setup. Customer shall provide Avalara with all information requested by Avalara to establish and set up Customer’s Account for Avalara Returns for Communications and produce the AFC Returns (the “Filing Information”). Filing Information includes: (i) a list of taxing jurisdictions for Customer’s AFC Return preparation (the “Filing Jurisdictions”); (ii) the filing frequency for AFC Returns in each of the Filing Jurisdictions (the “Filing Calendar”); (iii) the entities (e.g., Customer or its Affiliate) for which Avalara will be preparing AFC Returns (each, a “Filing Entity”) and which Filing Jurisdictions apply to each Filing Entity; (iv) tax registration numbers and login information for each Filing Entity in each Filing Jurisdiction sufficient to allow Avalara to identify and access each Filing Entity’s account in that Filing Jurisdiction (the “Account Information”); (v) copies of each Filing Entity’s previous filings in the Filing Jurisdictions, as requested by Avalara; (vi) completed power(s) of attorney for each Filing Entity, including the power of attorney described in Section 3(e)(i) (Avalara Funding Account) below, and (vii) any other information necessary to properly configure Customer’s Account and produce the AFC Returns. Customer is solely responsible for timely providing and maintaining accurate, complete, and current Filing Information, and Avalara has no obligation to audit, verify, correct, or maintain any Filing Information.

b. Changes to Filing Information. Customer shall review its Filing Information periodically and shall promptly communicate any changes to Avalara. Avalara shall implement changes to the Filing Information no later than two months after Customer has submitted those changes to Avalara. If Customer requests to add a Filing Jurisdiction that is not supported by Avalara, Avalara will not implement a change to add filings in that Filing Jurisdiction.

c. Tax Data.

i. Customer is solely responsible for the accuracy and completeness of all the data necessary to properly complete AFC Returns (the “Tax Data”) and all Filing Information. Avalara does not audit, validate, or verify Tax Data. Customer shall provide the Tax Data in the format specified by Avalara or in a format agreed to by the parties in writing.

ii. If Customer uses AvaTax for Communications, Avalara will pull Customer’s Tax Data directly from AvaTax for Communications.

iii. If Customer uses a tax calculation system other than AvaTax for Communications:

1. Each month, Customer shall provide its Tax Data to Avalara in an electronic file supported by Avalara by the third calendar day of the month in which the AFC Return is due.

2. If Customer fails to provide the Tax Data by the third calendar day, Avalara may, in Avalara’s sole discretion, charge Customer an additional fee to expedite Customer’s AFC Return, file the AFC Return late, or decline to file Customer’s AFC Return in that month.

3. Avalara, in its sole discretion, may require Data Transformation Services. “Data Transformation Services” are Services where Avalara converts Customer’s transactional data to a form that meets Avalara’s minimum transactional data requirements. Data Transformation Services are performed at Customer’s direction and expense, pursuant to an Order Document, and the resulting data set is part of Customer’s Tax Data.

d. Tax Liability. If Customer uses AvaTax for Communications, by the end of the second calendar day of each month Avalara shall provide Customer, based on Customer’s Tax Data and Filing Information, an estimate of Customer’s tax liabilities incurred in the just-ended filing period that will be contained in the AFC Returns due to each Filing Jurisdiction between the 16th of that month and the 15th of the following month (the “Estimated Taxes”). Customer is solely responsible for the accuracy and completeness of Customer’s Estimated Taxes and may modify its Estimated Taxes up to the end of the fourth calendar day of the month for AFC Returns to be filed between the 16th of that month and the 15th of the following month (“Estimated Taxes Approval Deadline”). After the Estimated Taxes Approval Deadline, Customer’s Estimated Taxes are locked and deemed approved by Customer, Customer may not submit additional Tax Data for that period, and any AFC Returns and tax amounts due (the “Taxes”) will be submitted based on the Estimated Taxes and Filing Information.

e. Funding. If the applicable AFC Return is due between the 1st and 15th of the month, then Customer shall make sufficient funds available to pay the Taxes (“Tax Funds”) by or on the 20th of the prior month. If the applicable AFC Return is due between the 16th and the end of the month, then Customer shall make the Tax Funds available by or on the 5th of that month. Avalara will draw the Tax Funds from the Avalara Funding Account and/or the Customer Bank Account (as applicable) after the date the Customer is obligated to make Tax Funds available pursuant to this section (e). Avalara may make more than one draw in a month. Avalara will not provide any Tax Funds. Notwithstanding any other provision of this Agreement, Customer shall defend, indemnify, and hold Avalara, its Affiliates, and their respective officers, directors, employees, and representatives harmless from any Losses arising out of or related to Customer’s failure to timely and adequately provide available Tax Funds for Taxes due. For timely remittance of the Tax Funds to the applicable Filing Jurisdiction, Customer must do the following:

i. Avalara Funding Account. With Avalara’s approval, Customer may use Avalara’s account (the “Avalara Funding Account”) for tax remittance. In order to use the Avalara Funding Account, Customer must provide a bank account for Avalara to draw the Tax Funds and any applicable Avalara Returns for Communications fees by ACH or wire transfer, at Avalara’s sole discretion (the “Customer Bank Account”). Any interest earned on the Tax Funds accrues for the benefit and is the sole property of Avalara. Customer shall execute a limited power of attorney in the form requested by Avalara by the 25th day of the month prior to the first month in which the Taxes are to be paid. For example, for Taxes and AFC Returns for December to be filed in January, the limited power of attorney is due by December 25th. Customer shall ensure the Customer Bank Account is adequately funded to pay Tax Funds and, if applicable, Customer’s Avalara Returns for Communications fees and Expenses, by the deadlines provided by Avalara. If Customer fails to timely and adequately fund the Customer Bank Account, Avalara may require Customer to remit payment for the Taxes directly to the applicable Filing Jurisdiction, and Customer will be responsible for payment of any interest or penalties that may accrue. If the ACH payment Avalara draws from the Customer Bank Account is cancelled or returned other than by Avalara, that will be considered a failure to timely fund the Customer Bank Account. Avalara may suspend or terminate Customer’s subscription to Avalara Returns for Communications immediately upon notice if Customer fails to timely and sufficiently fund the Customer Bank Account, as applicable. Upon termination of Customer’s subscription to Avalara Returns for Communications with no balance due, Avalara shall cease to use any power or authority granted by a power of attorney signed by Customer.

ii. Bank Authorization. Customer authorizes Avalara to (1) withdraw the Tax Funds from Customer Bank Account to pay the Taxes in accordance with the Filing Calendar, including making any required prepayments; and (2) if applicable, withdraw Customer’s Avalara Returns for Communications fees and Expenses.

f. Avalara Responsibilities. For those Filing Jurisdictions and for those Filing Entities for which Avalara and Customer have agreed Avalara will file, if Customer timely provides Avalara all Filing Information and Tax Data, Avalara will (i) remit the applicable AFC Returns; (ii) if applicable, remit Taxes; (iii) correspond with the Filing Jurisdictions; and (iv) provide to Customer a monthly tax filing report. Avalara is not responsible for any of Customer’s Taxes under any circumstances. During the Subscription Term, if Customer (or its Affiliate, if applicable) receives any notice from a Filing Jurisdiction, Customer shall immediately, and no later than 10 business days after the date of such notice, electronically deliver such notice to Avalara. Such notice must be submitted by following the instructions in the Documentation. During the Subscription Term, Avalara will respond to notices for AFC Returns and Taxes remitted by Avalara. In the case of notices received by Avalara more than 10 business days after the date of the notice, Avalara reserves the right to delay response or not to respond or, if Customer asks Avalara to expedite the notice response and Avalara agrees, to charge an additional fee. Avalara shall have no responsibility for any notice management upon expiration or termination of the Subscription Term.

g. Termination. If the financial institution providing the Customer Bank Account instructs Avalara that Avalara must terminate this Agreement (for example, because Customer is conducting its business in violation of Applicable Law), Avalara may immediately terminate this Agreement upon written notice to Customer. In the event of such termination, Avalara will not refund any amounts to Customer.

4. Pricing. The pricing for AvaTax for Communications and Avalara Returns for Communications includes an annual subscription fee (“Subscription Fee”) and usage-based fees for each Service.

a. Subscription Fee. Avalara will invoice Customer for the Subscription Fee at the beginning of the Initial Subscription Term and each Renewal Subscription Term.

b. Usage Fees. Avalara will invoice Customer for usage-based fees as set forth in the Order Document.

c. Other Fees.

i. Registrations/De-Registrations. If Customer requests to be registered or to have its registration cancelled in a tax jurisdiction, Customer shall pay a fee per registration or de-registration performed.

ii. Non-Standard Forms. If Customer requests (1) a form that is not offered by Avalara as a standard form; or (2) a standard form that requires non-standard modifications to the standard form (each a “Non-Standard Form”), Customer shall pay Avalara’s then-current per-hour rate, in 1/10 hour increments, for preparation and filing of the Non-Standard Form (one hour minimum per Non-Standard Form).

iii. Back Filings. If Customer requests an AFC Return or Non-Standard Form be filed that is past due, Customer shall pay the per-AFC Return fee in addition to Avalara’s then-current per-hour rate, in 1/10 hour increments, for preparation and filing of the AFC Return or Non-Standard Form (one hour minimum per back filing).

iv. Multiple Remittances. If a taxing authority requires Avalara to remit Customer’s AFC Return multiple times, each remittance will count as one AFC Return.

v. Additional Fees. If Customer fails to timely and completely provide accurate Filing Information, Tax Data, or Tax Funds, as applicable, or otherwise fails to fulfill any obligations under these AFC Terms, or if Customer requires a change to the standard process described in these AFC Terms, Avalara may charge Customer additional fees. For example, Avalara may charge a fee: (i) for Avalara to unlock Customer’s Estimated Taxes after the Estimated Taxes are approved; (ii) for Avalara to change or reconcile requests received after the Estimated Taxes Approval Deadline; or (iii) for Avalara to make a change to Customer’s Estimated Taxes, Filing Information, AFC Return(s), Tax Data, Tax Funds to be remitted, or any other standard process.

3. Avalara Returns for Communications Service.

a. Account Setup. Customer shall provide Avalara with all information requested by Avalara to establish and set up Customer’s Account for Avalara Returns for Communications and produce the AFC Returns (the “Filing Information”). Filing Information includes: (i) a list of taxing jurisdictions for Customer’s AFC Return preparation (the “Filing Jurisdictions”); (ii) the filing frequency for AFC Returns in each of the Filing Jurisdictions (the “Filing Calendar”); (iii) the entities (e.g., Customer or its Affiliate) for which Avalara will be preparing AFC Returns (each, a “Filing Entity”) and which Filing Jurisdictions apply to each Filing Entity; (iv) tax registration numbers and login information for each Filing Entity in each Filing Jurisdiction sufficient to allow Avalara to identify and access each Filing Entity’s account in that Filing Jurisdiction (the “Account Information”); (v) copies of each Filing Entity’s previous filings in the Filing Jurisdictions, as requested by Avalara; (vi) completed power(s) of attorney for each Filing Entity, including the power of attorney described in Section 3(e)(i) (Avalara Funding Account) below, and (vii) any other information necessary to properly configure Customer’s Account and produce the AFC Returns. Customer authorizes Avalara to access Customer’s accounts using Customer’s Account Information. Customer is solely responsible for timely providing and maintaining accurate, complete, and current Filing Information, and Avalara has no obligation to audit, verify, correct, or maintain any Filing Information.

b. Changes to Filing Information. Customer shall review its Filing Information periodically and shall promptly communicate any changes to Avalara. Customer shall submit any changes to the Filing Information to Avalara by the deadline specified in the Documentation. Any changes received after the deadline specified in the Documentation will be implemented and become effective in the subsequent month.

c. Tax Data.

i. Customer is solely responsible for the accuracy and completeness of all the data necessary to properly complete AFC Returns (the “Tax Data”) and all Filing Information. Avalara does not audit, validate, or verify Tax Data. Customer shall provide the Tax Data in the format specified by Avalara or in a format agreed to by the parties in writing.

ii. If Customer uses AvaTax for Communications, Avalara will pull Customer’s Tax Data directly from AvaTax for Communications.

iii. If Customer uses a tax calculation system other than AvaTax for Communications:

1. Each month, Customer shall provide its Tax Data to Avalara in an electronic file supported by Avalara by the third calendar day of the month in which the AFC Return is due.

2. If Customer fails to provide the Tax Data by the third calendar day, Avalara may, in Avalara’s sole discretion, charge Customer an additional fee to expedite Customer’s AFC Return, file the AFC Return late, or decline to file Customer’s AFC Return in that month.

3. Avalara, in its sole discretion, may require Data Transformation Services. “Data Transformation Services” are Services where Avalara converts Customer’s transactional data that meets Avalara’s minimum transactional data requirements into a complete data set that permits import into Customer’s Account. Data Transformation Services are performed at Customer’s direction and expense, pursuant to an Order Document, and the resulting data set is part of Customer’s Tax Data.

d. Tax Liability.  Customer will be able to view and approve Customer’s tax liabilities to Filing Jurisdictions, which are based on the Tax Data (each, a “Tax Liability”). Customer is solely responsible for the accuracy and completeness of Customer’s Tax Liability and may modify its Tax Liability up to the deadline specified in the Documentation for Returns to be filed in that month (“Tax Liability Approval Deadline”). Customer’s Tax Liability is updated daily to include new or edited data until the earlier of approval by Customer or the Tax Liability Approval Deadline. After the earlier of (i) Customer’s approval or (ii) the Tax Liability Approval Deadline, Customer’s Tax Liability is locked and deemed approved by Customer. Customer’s Account will display any tax amounts due (the “Taxes”) based on the approved Tax Liability. Customer acknowledges and agrees that its failure to provide accurate, current, and complete Account Information (for example, tax registration numbers) may limit Avalara’s ability to file Returns and remit Taxes.

e. Funding. In accordance with this Section 3(e), Customer shall timely make sufficient funds available to pay the Taxes for any applicable Return (“Tax Funds”) prior to the deadline specified in the Documentation. Avalara will not provide any Tax Funds. Notwithstanding any other provision of this Agreement, Customer shall defend, indemnify, and hold Avalara, its Affiliates, and their respective officers, directors, employees, and representatives harmless from any Losses arising out of or related to Customer’s failure to timely provide immediately available Tax Funds for Taxes due. For timely remittance of the Tax Funds to the applicable Filing Jurisdiction, Customer must do the following:

i. Avalara Funding Account.  Customer shall provide bank account information for a bank account (the “Bank Account”) from which Customer authorizes Avalara to draw by ACH to pay Customer’s Taxes and any applicable Avalara Returns fees and Expenses, by the deadline specified in the Documentation. Any interest earned on the Tax Funds accrues for the benefit and is the sole property of Avalara. Customer shall execute a limited power of attorney in the form requested by Avalara. Customer shall ensure the Bank Account is adequately funded to pay Tax Funds and, if applicable, Customer’s Avalara Returns for Communications fees and Expenses, by the deadlines specified in the Documentation. If Customer fails to timely and adequately fund the Bank Account, Customer shall remit payment for the Taxes plus any interest or penalties that may accrue directly to the applicable Filing Jurisdiction. If the ACH payment Avalara draws from the Bank Account is cancelled or returned other than by Avalara, that will be considered a failure to timely fund the Bank Account. Avalara may suspend or terminate Customer’s subscription to Avalara Returns for Communications immediately upon notice if Customer fails to timely and sufficiently fund the Bank Account, as applicable. Upon termination of Customer’s subscription to Avalara Returns for Communications with no balance due, Avalara shall cease to use any power or authority granted by a power of attorney signed by Customer.

ii. Bank Authorization. Customer authorizes Avalara to (1) withdraw the Tax Funds from Bank Account to pay the Taxes in accordance with the Scheduled Returns, including making any required prepayments; and (2) if applicable, withdraw Customer’s Avalara Returns for Communications fees and Expenses.

f. Avalara Responsibilities.

i. Returns Preparation and Filing. Avalara will prepare and file Returns for the Filing Entities and in the Filing Jurisdictions agreed by Avalara and Customer. Avalara may begin filing a Return as soon as Customer approves the related Tax Liability. Each (i) standard telecommunications and sales and use tax return filing, (ii) Non-Standard Form (as defined in Section 4(c)(ii) below), or (iii) prepayment mandated by a Filing Jurisdiction and submitted without (i) or (ii) prepared for one Filing Jurisdiction for one filing period will count as one “Return.”

ii. Funding. Avalara will remit Taxes for the agreed-upon Filing Entities in agreed-upon Filing Jurisdictions, provided Customer has timely made Tax Funds available. Avalara shall not provide funds to pay Taxes. If Tax Funds are not timely available to Avalara for remitting, Avalara will file the Return(s) without payment.

1. Avalara will draw upon the Bank Account to pay the Taxes. Typically, these draws occur on or between the 6th and 8th day of the month but may occur without notice at any time after the Tax Liability Approval Deadline. Notwithstanding the foregoing, if Customer owes any prepayments to Filing Jurisdictions, the draw may occur earlier.

2. Each month, if applicable, Avalara will draw upon the Bank Account to pay Avalara Returns fees and Expenses due.

3. Avalara shall hold the Tax Funds in a trust account prior to disbursement to the applicable Filing Jurisdiction. Avalara holds all Tax Funds in trust for the benefit of the applicable Filing Jurisdiction and shall not comingle the Tax Funds with its general funds but may comingle the Tax Funds with funds held in trust on behalf of other Avalara customers. Any interest earned on the Tax Funds accrues for the benefit of and is the sole property of Avalara.

iii. Carry-over Credits. If a Filing Entity has a tax liability credit in Avalara’s records (a “Carry-over Credit”) due to a credit invoice corresponding to a particular Filing Jurisdiction, Avalara will apply the Carry-over Credit to the next Return for that Filing Entity in that Filing Jurisdiction with a liability equal to or in excess of the Carry-over Credit, provided that if it cannot be applied within the timeframe listed in the Documentation, the Carry-over Credit will expire and Customer must file an amended Return with the Filing Jurisdiction if it wishes to recover the liability associated with the credit invoice.

g. Termination. If the financial institution providing the Customer Bank Account instructs Avalara that Avalara must terminate this Agreement (for example, because Customer is conducting its business in violation of Applicable Law), Avalara may immediately terminate this Agreement upon written notice to Customer. In the event of such termination, Avalara will not refund any amounts to Customer.

Notwithstanding anything to the contrary in the Terms, the Subscription Term for Customer’s Avalara Returns for Communication subscription will terminate on the last calendar day of the month in which the Subscription Term would otherwise have terminated under the Terms. Customer may instruct Avalara not to file Returns in that or any other month by revising its Scheduled Returns.

h. Notice Management. Customer will receive all notices relating to Customer’s Returns directly from Filing Jurisdictions. Some notices are informational in nature (for example, changes to the Scheduled Returns or tax rate changes) while others are error notices relating to Returns. In the Documentation, Avalara provides recommended actions for Customers to resolve informational notices. During the Subscription Term, for any error notice relating to a Return filed or Taxes remitted by Avalara, Customer shall immediately, and not later than 10 business days after the date of such notice, electronically deliver such notice to Avalara. Such notice must be submitted by following the instructions in the Documentation. During the Subscription Term, Avalara will respond to notices for AFC Returns and Taxes remitted by Avalara. In the case of an error notice that Avalara determines is the result of the Customer’s actions or inactions, if Customer asks Avalara to attempt to resolve the error notice, Avalara may charge an additional fee. In the case of notices received by Avalara more than 10 business days after the date of the notice, Avalara reserves the right to delay response or not to respond or, if Customer asks Avalara to expedite the notice response and Avalara agrees, to charge an additional fee. Customer is responsible for responding to or otherwise addressing all other notices. Avalara shall have no responsibility for any notice management upon expiration or termination of the Subscription Term.

4. Pricing. The pricing for AvaTax for Communications and Avalara Returns for Communications includes an annual subscription fee (“Subscription Fee”) and usage-based fees for each Service.

a. Subscription Fee. Avalara will invoice Customer for the Subscription Fee at the beginning of the Initial Subscription Term and each Renewal Subscription Term.

b. Usage Fees. Avalara will invoice Customer for usage-based fees as set forth in the Order Document.

c. Other Fees.

i. Registrations/De-Registrations. If Customer requests to be registered or to have its registration cancelled in a tax jurisdiction, Customer shall pay a fee per registration or de-registration performed.

ii. Non-Standard Forms. If Customer requests (1) a form that is not offered by Avalara as a standard form; or (2) a standard form that requires non-standard modifications to the standard form (each a “Non-Standard Form”), Customer shall pay Avalara’s then-current fee for preparation and filing of the Non-Standard Form.

iii. Back Filings. If Customer requests an AFC Return or Non-Standard Form be filed that is past due, Customer shall pay the per-AFC Return fee in addition to Avalara’s fee for preparation and filing of the AFC Return or Non-Standard Form.

iv. Multiple Remittances. If a taxing authority requires Avalara to remit Customer’s AFC Return multiple times, each remittance will count as one AFC Return.

v. Additional Fees. If Customer fails to timely and completely provide accurate Filing Information, Tax Data, or Tax Funds, as applicable, or otherwise fails to fulfill any obligations under these AFC Terms, or if Customer requires a change to the standard process described in these AFC Terms, Avalara may charge Customer additional fees. For example, Avalara may charge a fee: (i) if Customer does not provide Tax Funds prior to the deadline; (ii) for Avalara to unlock Customer’s Tax Liability after it has been approved by Customer; (iii) for Avalara to change or reconcile requests received after the Tax Liability Approval Deadline; (iv) for Avalara to change the funding process because Customer has not timely funded the Bank Account; or (v) for Avalara to make a change to Customer’s Tax Liability, Filing Information, Return(s), Tax Data, Tax Funds to be remitted, or any other standard process.