Sales Tax Powered by AvaTax Middleware Terms
Last Updated - May 24th, 2026
These Service-Specific Supplemental Terms govern Customer's use of the AvaTax for PandaDoc / Sales Tax Powered by AvaTax Middleware. These Terms are in addition to the Terms and Conditions.
1.1. License Grant. Taxiom grants Customer a term subscription, SaaS, non-exclusive, non-transferable and revocable right to access and use the Middleware for connecting Customer's PandaDoc software to their AvaTax software.
1.2. Use. Customer will have a limited right to Use the Middleware solely for internal business purposes. Each PandaDoc workspace needs its own license.
1.3. License Type. The type of license granted is a per unique PandaDoc Workspace license.
1.4. Additional Restrictions. Customer will not disassemble, decompile, or reverse engineer the Application or Confidential Information.
1.5. Authorized Users. "Authorized Users" consist of anyone the Customer gives PandaDoc workspace access to. Customer is fully liable for the acts and omissions of all Authorized Users.
2.1. Fees. Customer shall pay Service Provider the fees indicated on the Quote. Late or missed payments could result in Customer's access being revoked.
2.2. Taxes. The fees do not include sales tax and sales tax, if applicable, will be shown on the Quote as a separate line item.
2.3. Refunds. All fees are non-refundable. No refunds will be issued for any reason, including but not limited to early termination, unused services, or dissatisfaction with the Service.
3.1. Reservation of Rights. Customer has no ownership interest in the Software or materials provided by Service Provider. Owner (Taxiom, LLC) will own all right, title, and interest in such Software and materials.
"Confidential Information" includes all information marked and disclosed by either party, before or after the Quote Term Start Date, and generally not publicly known.
5.1. No Malicious Code. To the knowledge of Owner, the Application does not contain any malicious code.
5.2. Disclaimer of Warranties. SOFTWARE, HARDWARE, SERVICES are provided "as is" and without warranty of any kind. SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.
Service Provider will have no liability for any claim of infringement based on Software modified by parties other than Service Provider, or Customer's use outside the permitted scope of these Terms.
Customer agrees to defend, indemnify, and hold Service Provider and Owner harmless from any damages arising from Customer's breach of obligations, gross negligence, or use of the Application in violation of these Terms.
Important: Customer also agrees to indemnify and hold Service Provider harmless from any issues with sales tax calculation or filings. It is up to Customer to verify the calculations/filings as accurate. Taxiom built the connection between PandaDoc and Avalara, but cannot make guarantees on the service/performance of either.
IN NO EVENT WILL SERVICE PROVIDER AND OWNER BE LIABLE FOR DAMAGES EXCEEDING THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES. IN NO EVENT WILL SERVICE PROVIDER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES.
The term of these Terms will continue until the termination of the Service, by either Customer or Service Provider. Service Provider may terminate if Customer fails to make payments within 15 days of the due date or fails to perform any material obligation.
Customer agrees to comply with all applicable laws, regulations, and ordinances relating to these Terms. Customer will be liable for any violation of obligations by its Authorized Users.
10.1. PandaDoc Workspace Requirement. The Middleware requires a PandaDoc Business or Enterprise workspace with Quote Builder enabled. Customer is responsible for maintaining an active PandaDoc subscription that includes Quote Builder for the duration of the Service. If Customer's PandaDoc workspace loses access to Quote Builder, the Middleware will be unable to perform its primary function and Service Provider has no obligation to provide an alternative.
10.2. Customer Setup Responsibility. Customer is responsible for configuring its PandaDoc templates correctly, including (a) adding the Avalara Tax Code custom column to the Quote Builder section, (b) hiding that column from recipients, (c) maintaining accurate recipient shipping addresses on PandaDoc Contacts, and (d) not enabling any conflicting PandaDoc built-in tax settings on the Quote Builder section. Service Provider is not responsible for incorrect tax calculations or rendering issues caused by Customer's configuration choices.
10.3. Avalara as System of Record. Avalara remains the system of record for tax calculation, reporting, and filing. PandaDoc is used solely for quote display, payment collection, and document signing and approval. In the event of any discrepancy between values shown in PandaDoc and values recorded in Avalara, the Avalara record controls for tax-reporting purposes.
10.4. Refund Limitation. PandaDoc does not currently expose payment-refund events through its public API. As a result, the Middleware does not automatically detect or process refunds. Customer is solely responsible for creating any required refund, return, or adjustment transaction directly in Avalara after issuing a refund through PandaDoc or any other channel. Service Provider is not liable for tax-reporting consequences of refunds that Customer fails to record in Avalara.
10.5. No Tax or Legal Advice. Service Provider provides integration and operational services only. Service Provider does not provide tax or legal advice. Customer is solely responsible for its tax positions, the selection of Avalara tax codes assigned to its products, nexus determinations, exemption certificate management, and filing accuracy. Tax advisory work is available separately under a Taxiom services agreement and is not included in the Middleware.
10.6. Third-Party Platform Dependency. The Middleware depends on PandaDoc, Avalara, and Customer's payment-provider APIs. Service Provider is not responsible for, and disclaims liability arising from, outages, API changes, deprecated endpoints, missing or delayed webhook events, rate limits, plan-level feature changes, or any other third-party platform limitation outside Service Provider's reasonable control.
10.7. Document State Limitation. Tax recalculation by the Middleware occurs only while a PandaDoc document is in Draft state. Once a document transitions to Sent, Paid, Voided, or any subsequent state, the Middleware's behavior follows the supported PandaDoc and Avalara event paths (commit on payment, cancel on void) and does not re-calculate the tax line item. Customer should review and finalize tax on a document before sending it for signature or payment.
11.1. Governing Law. These Terms are governed by the laws of the state of Texas, and both parties agree to submit to the exclusive jurisdiction of the courts in Dallas, TX.