TAXCLOUD AUTHORIZATION FORM

Customer hereby agrees and consents as follows:

1. Power of Attorney. Customer hereby chooses The Federal Tax Authority, LLC (“TaxCloud”) as Customer’s agent with the full authority and power of attorney to act on Customer’s behalf with respect to all sales tax matters. This uniform power of attorney (“Appointment”) shall be effective upon the earlier of: (i) the Effective Date of Customer’s Agreement with TaxCloud (as defined in the TaxCloud Terms of Service); or (ii) the date Customer indicates its assent to this Authorization Form via checkbox or other action, and will continue throughout the Term of Customer’s Agreement with TaxCloud, plus any additional time necessary to conclude any state review or audit of any period for which Customer has elected such services. Customer agrees that any applicable state, county, regional, tribal or special tax district jurisdiction for a particular transaction made using the TaxCloud Services (“Tax Jurisdiction of Record”) who receives a copy of this Authorization Form and any other documents from TaxCloud may act under them. Revocation of this Appointment is not effective as to a Tax Jurisdiction of Record until the Tax Jurisdiction of Record has actual knowledge of the revocation. Customer agrees to indemnify the Tax Jurisdiction of Record for any claims that arise against the Tax Jurisdiction of Record because of reliance on this Appointment. Some states do not allow uniform powers of attorney such as this one, and in such circumstances, Customer also agrees that upon receiving written notice by TaxCloud, Customer will immediately provide to a duly witnessed and notarized copy of this Authorization Form, with initials next to this section, or by executing another form of agent authorization agreement in a form and manner acceptable to the state or states involved, as provided by TaxCloud. BY ACTING UNDER THIS APPOINTMENT, TAXCLOUD ASSUMES FIDUCIARY AND LEGAL RESPONSIBILITIES OF AN AGENT FOR SALES TAX PURPOSES ONLY.
2. Consent to Doing Business Electronically. By agreeing to this Authorization Form, Customer authorizes TaxCloud to provide disclosures, agreements, statements, and other communications related to Customer’s account(s) and services electronically. Customer acknowledges that electronic communications may be delivered via email, secure online portals, and other electronic means. Customer agrees to access and retain these communications using compatible electronic devices and software. By proceeding, Customer confirms the ability to access electronic documents and consents that TaxCloud makes available via the Services and hereby consents to conducting business electronically with TaxCloud.
3. Streamlined Sales Use Program. For the purposes of this section, Customer is “Seller”. TAXCLOUD HAS ENTERED INTO CONTRACTS WITH THE GOVERNING BOARD ESTABLISHED UNDER THE STREAMLINED SALES AND USE TAX AGREEMENT. AS A PREREQUISITE TO ENTERING INTO THE AGREEMENT TAXCLOUD HAS CREATED A TAX CALCULATION SYSTEM SATISFACTORY TO AND CERTIFIED BY THE GOVERNING BOARD. IN ADDITION, TAXCLOUD HAS ASSUMED CERTAIN OTHER RESPONSIBILITIES AND OBLIGATIONS AS SET FORTH IN ITS CONTRACTS WITH THE GOVERNING BOARD, THE STREAMLINED SALES AND USE TAX AGREEMENT AND THE LAWS OF THE STATES THAT ARE MEMBERS OF THE GOVERNING BOARD. AS PROVIDED IN THE CONTRACTS BETWEEN TAXCLOUD AND THE GOVERNING BOARD, TAXCLOUD IS AUTHORIZED TO REPRESENT ITSELF AS A “CERTIFIED SERVICE PROVIDER” AND SERVE AS AN AGENT FOR THOSE SELLERS WHO DESIRE TO REGISTER AND PARTICIPATE IN THE STREAMLINED SALES AND USE TAX AGREEMENT AND QUALIFY AS CSP COMPENSATED SELLERS UNDER THE CONTRACT BETWEEN TAXCLOUD AND THE GOVERNING BOARD. IN ADDITION, THE SERVICES PROVIDED UNDER THE AGREEMENT BY TAXCLOUD MAY BE PAID BY THE STATES THAT ARE MEMBERS OF THE STREAMLINED SALES TAX GOVERNING BOARD. NOTHING IN THE CONTRACT BETWEEN THE GOVERNING BOARD AND TAXCLOUD OR THE STREAMLINED SALES USE TAX AGREEMENT ESTABLISHES ANY RIGHT OR ENTITLEMENT IN SELLERS CONTRACTING WITH TAXCLOUD. A SELLER’S RIGHTS AND ENTITLEMENTS WITH RESPECT TO TAXCLOUD ARE ESTABLISHED AND GOVERNED BY THE AGREEMENT BETWEEN CUSTOMER AND TAXCLOUD. A SELLER’S RIGHTS AND OBLIGATIONS WITH RESPECT TO ANY OF THE MEMBER STATES ARE DETERMINED BY THE LAWS OF EACH MEMBER STATE.
4. Customer Responsibilities. You will exclusively use TaxCloud as your third-party vendor or provider to make sales tax filings in the Tax Jurisdiction of Record. Do not use TaxCloud’s Services if there is any risk of a duplicative filing being made in the Tax Jurisdiction of Record on your behalf. You are solely responsible and liable for any errors or issues associated with any Sales Transaction and you shall make every effort to resolve any Sales Transaction issues.
5. Miscellaneous. Any capitalized terms not otherwise defined herein shall have their meanings as set forth in the Terms of Service (located at https://taxcloud.com/legal/). In the event of a conflict between the Terms of Service and this Authorization Form, this Authorization Form shall control with respect to the subject matter herein.