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TaxCloud makes it easy for online businesses to comply with sales tax laws
  •  Free and easy to use
  •    Calculates sales tax for every address in the United States
  •   Automatically keeps track of product and use-based exemptions in every state
  •   Integrated with over 80 e-commerce platforms
  •   Free public sales tax APIs enable rapid implementation for any system.
  •   Trusted by over 15,000 online retailers of all sizes
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What is TaxCloud?

TaxCloud handles every aspect of sales tax management, from collection to filing.

Sales Tax Calculation

  • Calculates sales tax in real time for every state, county, city, and special jurisdiction in the US
  • Keeps track of which types of products are exempt from sales tax in which states
  • Monitors changes to tax rates and tax holidays and updates data accordingly

Reporting Features

  • Provides monthly reports, broken down by jurisdiction (state, county, city, etc.)
  • Manages sales tax exemption certificates

Automated Compliance

  • TaxCloud has been certified to provide registration, filing, remittance, and audit response in the following 24 states:
  1. Arkansas
  2. Georgia
  3. Indiana
  4. Iowa
  5. Kansas
  6. Kentucky
  7. Michigan
  8. Minnesota
  9. Nebraska
  10. Nevada
  11. New Jersey
  12. North Carolina
  13. North Dakota
  14. Ohio
  15. Oklahoma
  16. Rhode Island
  17. South Dakota
  18. Tennessee
  19. Utah
  20. Vermont
  21. Washington
  22. West Virginia
  23. Wisconsin
  24. Wyoming
Note: We are working to expand this list.

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Testimonials
Here’s what people are saying about TaxCloud:

"We don't mind collecting sales tax as long as the states make it easy, and the states pay the service providers so we don't have to. This seems like a reasonable compromise - our customers' sales tax get collected and sent to their state and we don't have to lift a finger, or pay a penny to do it."
Deborah Bentley
PopSugar
"As a web developer, I regularly advise my e-commerce clients on their options for calculating sales tax. Some states are easy, but here in New York the tax rules are very complicated - especially when you're selling clothing. TaxCloud handles all of this and takes the stress out of tax calculations. It's very easy to install and configure, and my clients love it because it's completely free."
Steve King
Fishbucket, Inc.
"A+ Service - TaxCloud responded very quickly to my questions regarding sales tax integration. They immediately made suggestions to fix the problem I was having and contacted the shopping cart company I was working with. They also followed up with a phone call at the end of the day to give me an update. I found them to be easy to communicate with and very knowledgeable. Additional questions I posted via support tickets were answered quickly. I will be using TaxCloud for my retail store and would recommend their services to other retailers."
Sam Nunes
Faith Web and Media
"We found it incredibly easy to integrate TaxCloud with our platform. Our clients are excited about TaxCloud because they don’t have to spend their time on complicated sales tax questions, and they’re really happy that they don’t have to pay anything to use it."
Hadar Paz
Powerfront
Tell the world your story!
If you are a TaxCloud merchant, or a web developer that has already implemented TaxCloud, we would love to include your feedback here! Please send in your story to inquiry@taxcloud.net.
Technical Description

TaxCloud operates on a real-time web services API. There are no new data elements to track and store, so that there is zero surface impact on your existing cart system(s). All that is required is an API ID (a TaxCloud generated "username" for your cart) and an API Key (a TaxCloud generated secure password for your cart). That’s all. There’s no software package to install or update and no database to maintain.

TaxCloud relies upon on-demand and reserved computing infrastructure provided by Amazon.com's Elastic Computing Cloud (EC2) services.

EC2 was first introduced in 2006 and, after extensive testing, went live in November 2008. Because we designed TaxCloud specifically for an EC2 environment, the service can be scaled up or down in real time, based on the volume of transactions, and easily replicated through multiple EC2 Availability Zones (geographically distinct sets of highly available data center facilities) for fault tolerance and disaster recovery.

TaxCloud is safe and secure; all TaxCloud APIs operate only under SSL protocol. In addition, we issue a unique ID and key for every merchant store/shopping cart. We do not store any of your customer data on our servers.

FAQs
  • Q: What is TaxCloud?
  • Q: What services does TaxCloud offer?
  • Q: How many tax jurisdictions can TaxCloud calculate sales tax for?
  • Q: What are the benefits of using TaxCloud?
  • Q: Who should use TaxCloud?
  • Q: Does TaxCloud determine whether a product or service is taxable?
If you have other questions or would like more information, please visit our Support Center.
Register for TaxCloud
Setting up TaxCloud is easy:
  1. Register by entering your information.
  2. Customize your account by selecting the states where you want to collect sales tax.
  3. Follow the instructions for adding TaxCloud to your website.
Then you will be ready to start calculating sales tax for your customers!

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About Us

TaxCloud was created by FedTax, a privately held company that is committed to making it easy for retailers to collect sales tax online.

At FedTax, we believe that technology can make it easy for any business to calculate and collect sales tax.

Our mission is to provide a free sales tax compliance service for merchants that is paid for by the states – we think that’s the way sales tax should work.

FedTax was founded by e-commerce veterans in 2008 to offer online businesses a free and easy way to calculate and collect sales tax. We designed TaxCloud to be easy to use and to leverage the benefits of cloud computing.

FedTax is headquartered in Seattle and has offices in Connecticut, Oklahoma, and Kansas.

Meet the FedTax Management Team

R. David L. Campbell
Chief Executive Officer and Co-founder

Mr. Campbell is a successful and visionary entrepreneur. Before leading the formation of FedTax in 2008, from 2005 until 2008 he founded and led Deep9, a company that provided secure remote data archival for regulatory compliance. Prior to that, from 1995 to 2005 he was the chairman and founder of Punch Networks, one of the first companies to commercialize online file storage and synchronization. Mr. Campbell earned both a BFA and a BID from the Rhode Island School of Design, where he also earned the inaugural Rachel Carson Award for Excellence. Mr. Campbell has authored over twenty patent applications and has been issued six US patents.

Paul Onnen
Chief Information Security Officer, Chief Technology Officer, and Co-founder

Mr. Onnen brings over 30 years of experience in directing, developing, and executing innovative software, hardware, and web-based products and services for leading organizations, including Google, Expedia, WebMD, Nordstrom.com, and Intel. Mr. Onnen has been recognized for his expertise in traditional software/hardware development functions, as well as in emerging internet technologies and computer privacy/security issues. He was recently recognized by InfoWorld as CTO of the Year in the Retail Sector and by CTO magazine as one of the top 25 most influential CTOs in the country. While at Expedia he led the effort to re-architect and successfully launch a new version of the Expedia.com platform, the largest such project in the company's history. While at Nordstrom he successfully directed a full-scale redesign and launch of Nordstrom.com’s e-commerce site and B2B system, resulting in numerous awards and record sales revenues. Mr. Onnen earned a BA in mathematics and physics with concentration in computer science from St. Olaf College in Minnesota and an MS in computer science from the University of Wisconsin at Madison. Mr. Onnen has authored twelve patent applications and has been issued six US patents.

Fred Schapelhouman
Chief Financial Officer and Co-founder

Mr. Schapelhouman has over 30 years of experience in various senior financial roles. Mr. Schapelhouman has also been the CFO of Insightful Corporation, a $20 million, 100-employee public company, and the CFO of Aris Corporation, a $60 million, 400-employee publicly traded professional services firm. Mr. Schapelhouman was Vice President of Finance at Sierra On-Line, a $200 million, 1,000-employee publicly traded company. Mr. Schapelhouman earned a B.S. in accounting from San Jose State University and an M.B.A. in finance from Golden Gate University. He is a CPA, CFE (Certified Fraud Examiner), and CVA (Certified Valuation Analyst).

John Milan
Vice President, Product Development

Mr. Milan has over 25 years of software development experience, from the first Windows PCs written in C/C++ to the latest Web Platforms using HTML5/Javascript/MVC. Mr. Milan is currently the president of TeamDirection, Inc., where he develops project management focused solutions for Microsoft's SharePoint platform and custom, next-generation web solutions for clients all over the world. Prior to TeamDirection, he worked for Xylo, Cartia, Framemaker and Adobe Systems. Mr. Milan earned a BS in computer science from Willamette University.

Russ Brubaker
Vice President, Government Affairs

Russ Brubaker has more than 30 years of experience as a state revenue official, most recently as Senior Assistant Director for Tax Policy and National Tax Policy Advisor for the Washington State Department of Revenue. He is the past president of the Streamlined Sales Tax Governing Board and the 2011 recipient of the Wade Anderson Memorial Medal for Leadership in Interstate Tax Cooperation, presented jointly by the Federation of Tax Administrators and Multistate Tax Commission. He has chaired nonprofit boards related to health care and solid waste, and City of Seattle task forces related to civil rights and green space. He holds a BA from Washington University and an MA from the University of Rochester.

Jerry Johnson
Vice President, Government Affairs

Jerry served for over 17 years as the Vice Chair of the Oklahoma Tax Commission. While serving on the Commission he was very involved in national tax organizations and was President of the Federation of Tax Administrators and the Streamlined Sales Tax Governing Board. Prior to being appointed to the Commission he was the Director of the Fiscal Staff for the Oklahoma State Senate. He received his BA from Oklahoma Baptist University and MPA from the University of Oklahoma.

Gary Centlivre
Vice President, Midwest Operations and Outreach

Gary Centlivre has over 20 years of experience as a state tax official at the Kansas Department of Revenue, where he was instrumental in the formation of the Electronic Services Bureau and directed a continuous effort to provide efficient electronic payment and tax return filing services and applications. In 2003, he received the e.Gov Solutions Center Trailblazer Award for innovations in online tax reporting. Mr. Centlivre has also served as a technology advisor to the Streamlined Sales and Use Tax Agreement and was chair of the Streamlined Sales Tax Certification Committee from 2006 to 2013.

Joan Wagnon
Executive Vice President, Emeritus

Joan Wagnon has over 30 years of experience in government and financial services, including eight years as the secretary of revenue for the State of Kansas. She has also served as president of the Streamlined Sales Tax Governing Board, chair of the Multistate Tax Commission, and a member of the board of directors for the Federation of Tax Administrators. Her long record of distinguished public service also includes her roles as the mayor of Topeka, Kansas, from 1997 to 2001 and as a legislator in the Kansas House of Representatives from 1983 to 1994. In addition to her background in state and local government, Ms. Wagnon was president of Central National Bank in Topeka from 2001 to 2003 and served on their board of directors until 2009.

How to Contact Us
Primary Communications Phone: (206) 452-1686
Generally available 6 AM to 6 PM Pacific Time.

Email: service@taxcloud.net
Support Center: service.taxcloud.net
TaxCloud Status: status.taxcloud.net
TaxCloud Developer Center: dev.taxcloud.com

Vendor Tax Information: W-9

Social Media

Mailing Addresses
TaxCloud HQ
162 East Avenue, Third Floor
Norwalk, CT 06851-5715

TaxCloud Topeka
P.O. Box 8354
Topeka, KS 66608-0354

TaxCloud Seattle
P.O. Box 21185
Seattle, WA 98111-3185

TaxCloud Oklahoma City
P.O. Box 16199
Oklahoma City, OK 73113-0199

TaxCloud Privacy Policy
Your privacy is important to us at The Federal Tax Authority® (“FedTax”, “we,” or “us”), and we have prepared this Privacy Policy to explain to you how we collect, use, and share information we obtain through your use of TaxCloud®, including our websites located at https://taxcloud.net, http://taxcloud.com, and http://fedtax.net; any of our other websites; email messages; or other software containing a link to this Privacy Policy (each, a “Site”), as well as any products or services offered through any Site (collectively, our “Sites and Services”). This Privacy Policy does not govern our use of any information you provide to us when you call us, write to us, or communicate with us in any manner other than through our Sites and Services. By using any of our Sites and Services, you explicitly consent to such use of your information and agree to the terms of this Privacy Policy. This Privacy Policy is effective as of July 1, 2010.
    1. Information We Collect
      1.1 Information You Choose to Submit
        1.1.1 PII.
          You can visit a Site without telling us who you are or revealing any Personally Identifiable Information (“PII”) about you and/or your company, such as your first and last name, email address, telephone number, or credit card number. If, however, you become a registered user of our Sites and Services or submit a form for requesting information from us, you may be required to provide certain PII. For example, in order to create an account with us, our TaxCloud Merchant Site requires that you provide us with your first and last name, your company name, your company’s website(s), your company’s mailing address(es), your email address, your company’s banking information, and your telephone number, as well as other personal and business information. We collect any PII or other information you choose to submit through our Sites and Services.
      1.2 Information We Automatically Collect
        1.2.1.1 Cookies.
          We automatically collect certain information to help us understand how you use our Sites and Services. Our Sites use cookies (alphanumeric identifiers that we send from a web server to your browser and that are stored on your computer’s hard drive) to enable our systems to recognize your browser. We use persistent, identifying cookies to remember your information and to link your activities to you. Generally, you can set your browser not to accept cookies or to notify you if you are sent a cookie, giving you the opportunity to choose whether or not to accept the cookie. Please note that if you do set your browser not to accept cookies, certain aspects of our Sites and Services may not function properly. Our cookies may collect: (a) the domain name and host from which you access the internet and the internet address of the website from which you direct-linked to ours; (b) the date and time you access a Site and the pages you visit; (c) your computer's Internet Protocol (IP) address and information about its operating system, platform, and the browser type and version you use; (d) demographic information; (e) information to combat fraud or misuse; and (f) other data relating to your use of our Sites and Services.
        1.2.1.2 Pixel Tags.
          In our emails to you, we may use pixel tags to determine if your email software or service can display html-formatted email. This helps us optimize the size of our email messages and conserve bandwidth.
    2. How We Use the Information We Collect
      2.1 PII
        We use your PII to fulfill your requests for products and services, to answer your questions, to improve our Sites and Services, to contact you from time to time about us or our Sites and Services, to enforce our rights and the rights of third parties, and to investigate and ensure compliance with the Terms of Use (always available at https://taxcloud.com/tos/) and other agreements relating to our Sites and Services.
      2.2 Other Information
        We use information collected by cookies to keep track of your use of each of our Sites and Services, to validate your identity, to remember your preferences, to tailor each of our Sites and Services to meet your personal interests, and to improve the quality of our Sites and Services. We use other non-PII information we collect, including IP addresses, to measure the number of visitors to sections of our Sites and Services, to keep track of your use of each of our Sites and Services, to analyze trends, to gather demographic information, and to improve the quality of our Sites and Services.
    3. Our Information Sharing Practices
      3.1 Generally
        Except as otherwise described in this section of our Privacy Policy, we will never share your PII or other data about you that we collect from you through our Sites and Services (collectively, “User Information”) with any third party without your permission.
      3.2 Usage Data
        From time to time, we may enter into relationships with third parties to help us collect data relating to your use of our Sites and Services. In those circumstances, those third parties have access to that data, and any third-party cookies set during such collection of data are governed by the privacy policies of those third parties. Under no circumstances will Usage Data include your PII.
      3.3 Aggregated Data
        From time to time, we may share aggregated User Information with third parties. We will not share any aggregated User Information, however, in a manner that would enable the recipient to personally identify you. Under no circumstances will Aggregated Data include your PII.
      3.4 Service Providers
        From time to time, we may enter into relationships with third parties who directly provide services to us (e.g., marketing assistance, customer service, email newsletters, data analysis and management). In those circumstances, we disclose your PII to the minimum extent necessary for such service providers to perform those services.
      3.5 Public Information
        There may be areas of our Sites and Services where you are able to post information (e.g., reviews, comments) that will be available to all other users of a Site. By choosing to use these areas, you understand and agree that anyone may access, use, and disclose any information that you post to those areas.
      3.6 Other Disclosure Scenarios
        Notwithstanding anything in this Privacy Policy to the contrary, we reserve the right, and you hereby expressly authorize us, to share any User Information:
        1. to comply with applicable law, including in response to subpoenas, court orders, or legal process and to address written complaints of copyright infringement;
        2. to establish, protect, or exercise our legal rights or defend against legal claims, including enforcing any Terms of Use or other agreement relating to our Sites and Services;
        3. if we believe it is necessary in order to investigate, prevent, or take action regarding suspected illegal activities, fraud, or situations involving potential threats to the safety of any person or property, including our own;
        4. if we believe it is necessary to investigate, prevent, or take action regarding significant abuse of any of our Sites and Services or the internet in general (such as voluminous spamming, denial of service attacks, or attempts to compromise the security of information);
        5. if all or any portion of our business is acquired by, acquires, or is merged with another entity, if we undergo a change of control, or if we engage in a similar transaction, in which case we may share User Information with the acquiring, acquired, or successor entity or its investors, lenders, or advisers; and
        6. if we become the subject of bankruptcy proceedings, in which case we may share User Information with a bankruptcy trustee, debtor in possession, or subsequent purchaser of assets.
    4. Retention; Modifying and Deleting Your PII
      We retain your User Information at our discretion and in accordance with applicable laws. However, we do not undertake any retention obligations and may dispose of information at our discretion and without notice, subject to applicable law that specifically requires the handling or retention of information. You must keep your own separate back-up records. If you would like to modify or delete from our database any User Information you previously submitted to us, you may email us at service@fedtax.net. We may keep a record of all information that is changed or deleted, and we may determine what may be changed or deleted. For example, if we are required to keep track of certain kinds of transactions, you may be prevented from changing or deleting information relevant to those transactions. Please note that any User Information that we have copied may remain in back-up storage for some period of time after your request, and that if you delete certain information you may not be able to use our Sites and Services in the future without re-submitting such information. We are not responsible for removing information about you from the databases of any third parties to whom we were authorized to disclose your information prior to processing a request from you.
    5. Choice/Opt-Out
      We offer you the opportunity to control whether we may use your PII to send you additional information about our Sites and Services and to send you general system and administrative messages. You may opt out of such messages at any time by modifying your profile settings within any of our Sites and Services, by emailing us at service@fedtax.net, or by following the instructions provided in each such message you receive from us. Even if you do opt out of these general messages from us, we reserve the right to send you messages relating to your use of our Sites and Services (e.g., about changes to this Privacy Policy or our Terms of Use, product updates and/or changes, or general system and administrative messages).
    6. Security
      We have implemented reasonable measures to help protect your User Information from loss, misuse, or unauthorized access or disclosure. Unfortunately, however, no data transmission over the internet (including by email) can be guaranteed to be 100% secure. Neither people nor security systems are foolproof, including encryption systems. In addition, people can commit intentional crimes, make mistakes, or fail to follow policies. As a result, while we strive to protect your User Information, we cannot guarantee its security. If applicable law imposes any non-disclaimable duty , you agree that the standard used to measure our compliance with that duty will be one of intentional misconduct. If you are concerned about the interception of sensitive information, do not include it in any email or other transmissions to us. You must do what you reasonably can to ensure the security of your PII and of our Sites and Services. You should protect against unauthorized access to your account. For example, if you’re using a shared computer, log off and close the browser window when you’re finished.
    7. Changes
      We may modify this Privacy Policy from time to time. If we make any material change to the way in which we treat your User Information, we will inform you of such change via email or by posting a notice on relevant areas of a Site. Any modified version of this Privacy Policy will be effective as of the date set forth therein. If you continue to use any Sites and Services after the effective date of a modification, you will be deemed to have agreed to the modified Privacy Policy.
    8. Contact Information
      If you have any questions about this Privacy Policy, please feel free to contact us by email at service@taxcloud.net. To send us a legal notice, mail it by certified mail (return receipt requested) to:

      The Federal Tax Authority
      Attn: Legal Department
      162 East Avenue, Third Floor
      Norwalk, CT 06851

      When we need to contact you, we may do so via the email address that we have on file for you, or we may post a notice on a Site. This includes any notices we may be required to send you by law, such as those regarding the breach of any security systems. It is therefore critical that you keep your email contact information correct and updated at all times.

    A printable version of this document available at https://taxcloud.net/privacy/privacy.pdf.

TaxCloud Security Policy
Security is important to us at The Federal Tax Authority™ (“FedTax”, “we,” or “us”), and we have prepared this Security Policy to explain to you how we secure your data during transmission to our web service, storage of these data on our web servers, and your access to these data from our TaxCloud web sites and web services. We have spent and lot of time, money, and effort to ensure your data is protected on our servers, but we need you to share this burden with us. Besides, there’s real money changing hands here!

The document discusses electronic and physical methods of accessing, collecting, storing, using, transmitting, protecting, and disposing of these data.

    1. Account Creation

    When you create your TaxCloud account, you are required to enter Personally Identifiable Information (PII) such as name, company name, email address, etc. before creating the account. Our website forces you to use SSL, which encrypts the data over the unsecured Internet. This PII is securely stored in our TaxCloud database behind a firewall.

    To verify your identity, we send a time-sensitive email to the email address you provided to us. You must click on the link in this email within 24 hours to verify your email address and activate your account. Clicking this link later than 24 hours will not work.

    2. Passwords

    You must create a password to access your TaxCloud account. We require these passwords to be at least 6 characters in length, with at least one number or symbol. To ensure the integrity and confidentiality of your TaxCloud account, your password will automatically expire every 90 days, and you cannot re-use previous passwords within a 12 month period.

    Please keep your password secure: Do not write it down or share it with others.

    3. SSL

    At the transit or communications layer, all TaxCloud websites and services use the TLS security protocol, which relies upon strong encryption Secure Sockets Layer ("SSL") encryption, using the RC4 encryption algorithm. For all TaxCloud API services, we do not allow any non-SSL communications. What this means is that it would be extremely difficult for someone (or a machine) to eavesdrop or record any intelligible or meaningful data from the communications between your web shopping cart or point-of-sale system and our TaxCloud servers.

    4. Web Services Security

    When configure your TaxCloud account for a particular web site (as identified by your unique URL), a unique Login ID (apiLoginID) and Key (apiKey) are created for you to use in all communications between your web site and TaxCloud. These are required in every TaxCloud web service call, such as Lookup().

    These two pieces of information must be embedded or configured in your ecommerce shopping cart software when you integrate with the TaxCloud sales tax management service.

    For each of your web sites, you will be issued a new apiLoginId and apiKey. These credentials are unique and cannot be shared across multiple web sites. Please keep these credentials safe. If they were to be compromised, someone else could pose as you and create fraudulent transactions on behalf of your web site.

    5. Personally Identifiable Information (PII)

    It is a policy of FedTax to never store your customers' PII in any of our internet facing TaxCloud systems. While the customer address is sent to assist in determining the appropriate tax rate, the customer name is never transmitted (a unique ID from the merchant/seller is used instead), and the address information (other than zip code) are not stored in the TaxCloud system.

    The one exception to this rule is tax-exempt transactions, discussed below.

    6. Tax-Exempt Transactions

    FedTax stores the minimal required amount of Personally Identifiable Information (or "PII") regarding Exempt transactions in the TaxCloud Private Network. The TaxCloud Private Network is not accessible from the Internet.

    For each exempt transaction, you must mark the transaction as Exempt when the transaction is committed to the TaxCloud service using the Captured() web service call. The transaction includes the shopping cart ID, the user ID, and line item ID(s) for the transaction. If the transaction is an Exempt transaction, you must include the required Exempt User information in the API call as well. The transaction is logged on the TaxCloud production system as are all transactions; in addition, the user ID and Exempt User information are logged into the TaxCloud Private Network log for future use. In this architecture, no PII is stored in the production network, only on the Private Network, which is not accessible from the Internet.

    7. Disaster Planning and Recovery

    To be prepared for any unexpected, naturally occurring or human-initiated disasters that could involve our data center facilities, we operate multiple redundant and geographically distributed datacenter facilities where we conduct frequent backups of all servers and storage arrays.

    We also perform regular disaster-preparedness drills, simulations, and data-center recovery exercises, to ensure that in the unlikely event of a catastrophic failure, we will be able to restore service for our customers and partners as quickly as possible.

If you have any questions about these policies, or our security practices in general, please do not hesitate to contact us at service@taxcloud.net, or by telephone at (206) 452-1686.

A printable version of this document available at https://taxcloud.net/security/security.pdf

TaxCloud

TaxCloud® Terms of Service Agreement

Welcome to the TaxCloud® Terms of Service Agreement. In order to obtain or continue using the TaxCloud Service, you must agree to and accept the terms and conditions of this Agreement. Please read this Agreement carefully.

By applying your electronic signature to this document below, or by acknowledging your acceptance of the Agreement terms and conditions by any other method allowed by Federal Tax Authority, LLC, or by using the TaxCloud Service, a Merchant acknowledges and agrees that it has reviewed and understands the Agreement and agrees to be legally bound by all its terms and conditions. If a Merchant does not agree or is not willing to be bound by the terms and conditions of this Agreement, do not acknowledge your acceptance of the Agreement terms and conditions by any method and do not seek to obtain or continue using the TaxCloud Service.

  1. 1. Definitions.
    1. 1.1 "FedTax" means The Federal Tax Authority, LLC, a Washington Limited Liability Company with a mailing address at PO Box 21185, Seattle, Washington, 98111-3185.
    2. 1.2 "TaxCloud" and "TaxCloud Service" means the FedTax proprietary sales tax management service(s), as further described by this Agreement and the Operating Procedures and User Guide.
    3. 1.3 "Operating Procedures and User Guide" means the documentation available at <https://taxcloud.com/guide/>, and which may be updated from time to time without notice, relating to methods, processes and procedures that control TaxCloud Lookups and TaxCloud Transactions, information disclosures, and reporting obligations of the Merchant.
    4. 1.4 "TaxCloud API" means one or more TaxCloud proprietary application programming interface(s) (API(s)) made available to the Merchant, subject to the Merchant's ongoing compliance with this Agreement to enable the Merchant to use the TaxCloud Service.
    5. 1.5 "Merchant" means the person or business entity who is a party to this agreement, including its parents, agents and employees that has a contractual relationship with FedTax and sells goods or services to another party.
    6. 1.6 "TaxCloud Merchant Interface" means the internet accessible sales tax management user interface available to the Merchant at <https://taxcloud.com/> or <https://taxcloud.net/>.
    7. 1.7 "Agreement" means this TaxCloud Terms of Service Agreement, the TaxCloud Service, Fee Schedules, and all exhibits attached hereto, and all incorporated policies, procedures, and specifications.
    8. 1.8 "Terms of Service" means this Agreement, a current version of which will at all times be available at <https://taxcloud.com/tos/>
    9. 1.9 "Merchant Registration" means the electronic forms, and all information submitted therein by the Merchant via the Merchant Interface as required to enroll as a Merchant for the TaxCloud Service.
    10. 1.10 "Sales Tax" means the consumption tax (a tax on spending for goods and services) calculated by the TaxCloud Service based upon applicable Tax Jurisdiction(s) of Record for the transaction. Sales Tax is charged to the purchaser at the time of purchase from the Merchant for certain goods and services. If Sales Tax is not charged to the purchaser at the time of purchase, equivalent Use Taxes are due from such purchaser in the Tax Jurisdiction of Record for the transaction.
    11. 1.11 "Tax Jurisdictions of Record" means all applicable state, county, regional, tribal, or special tax district jurisdictions for a particular TaxCloud Transaction, with respect to TaxCloud Member States, as determined by at least Section 309 and Section 310 of the Streamlined Sales and Use Tax Agreement, as amended.
    12. 1.12 "Tax Remittances Due" means Sales Taxes collected by the Merchant for the benefit of the Tax Jurisdiction(s) of Record.
    13. 1.13 1.13. "Streamlined Sales and Use Tax Agreement" or "SSUTA" means the multi-state Agreement known as the Streamlined Sales and Use Tax Agreement adopted November 12, 2002, as amended and incorporated herein by reference to <http://www.streamlinedsalestax.org/> or such other internet location as may be determined or modified by the SSUTA Governing Board with or without notice.
    14. 1.14 "SSUTA Governing Board" means the managing body of the SSUTA.
    15. 1.15 "Taxability Codes" or "Taxability Information Codes" means product or service taxability classification categories as specified by the SSUTA Governing Board or FedTax. a current version of which will at all times be available at and which may be modified at any time with or without notice.
    16. 1.16 "Exempt Entities" means individuals or entities that are customers of Merchant that claim to qualify to be exempted from obligation to pay Sales Taxes based upon valid exemption credentials issued by the Tax Jurisdictions of Record which the Merchant shall exercise due caution and diligence in accepting and verifying in advance of submission to the TaxCloud Service for any applicable TaxCloud Transaction.
    17. 1.17 "TaxCloud Member States" mean any Streamlined Sales and Use Tax Agreement Member State, Contingent Member State, or Associate Member State pursuant to Sections 801.1, 801.2, and 801.3 of the SSUTA, and are listed in Exhibit E, Section 1 to this Agreement. TaxCloud Member States may also include states which would ordinarily be considered a TaxCloud Advisory State because they have not achieved the requirements under SSUTA to qualify as a Member State, Contingent Member State, or Associate Member State pursuant to the SSUTA, but instead have (a) established an agreement with FedTax to enable FedTax to provide services effectively equivalent to those of a Certified Service Provider (or "CSP") as defined by the SSUTA; and (b) have either: (i) verified and certified the Critical Sales Tax Data relied upon by the TaxCloud Service to accurately calculate Sales Taxes for all of that state's Tax Jurisdictions of Record; or (ii) have prepared and published the necessary Critical Sales Tax Data in a format acceptable to FedTax which can be relied upon by the TaxCloud Service to accurately calculate Sales Taxes for all of that state's Tax Jurisdiction(s) of Record, provided such state also agrees to maintain and reissue such Critical Sales Tax Data as necessary to reflect any changes or modifications to that states applicable sales and use tax laws. For TaxCloud Member States, FedTax accepts primary notice response and audit inquiry responsibility (which the Merchant can elect to waive) and provide indemnification to the Merchant with regard to rate and taxability information.
    18. 1.18 "Critical Sales Tax Data" means TaxCloud Member States provided sales tax rates, boundaries and taxability information.
    19. 1.19 "TaxCloud Advisory State" mean any state which listed in Exhibit E, Section 2. For TaxCloud Advisory States, FedTax will not take audit responsibility nor provide indemnification with regard to rate and taxability information. All rates and reports should be considered by the Merchant to be advisory.
    20. 1.20 "Automated Clearing House" or "ACH" means the Automated Clearing House Association ("NACHA") financial network for processing electronic funds transfers.
    21. 1.21 "TaxCloud Lookup(s)" means any Merchant invocation of the TaxCloud API(s) for determination of tax rate or amount information for at least one product or service, as identified by the Merchant through the use of applicable Taxability Information Code in accordance with the TaxCloud API(s) documentation embodied by the Operating Procedures and User Guide, and any other documentation which may be made available by FedTax.
    22. 1.22 "TaxCloud Transaction(s)" means any TaxCloud Lookup(s) which result in a purchase by a Merchant customer where the Merchant has implemented the post-purchase required settlement TaxCloud API(s) invocations, pursuant to the TaxCloud API(s), Operating Procedures and User Guide, and other documentation made available by FedTax.
    23. 1.23 "Refund of Sales Tax" means circumstances where a customer of the Merchant returns a product or service, or is otherwise issued a credit by the Merchant resulting in the refund of the sales tax to the customer, and the Merchant invokes the necessary TaxCloud API(s) to notify or otherwise affect the record of the TaxCloud Transaction.
    24. 1.24 "TaxCloud Return" means periodic jurisdictional sales tax reports and returns filed or otherwise reported to any Tax Jurisdiction(s) of Record by the TaxCloud Service, the Merchant, or the Merchant's authorized agent or designee, based upon Tax Remittances Due related to Merchant's TaxCloud Transactions.
    25. 1.25 "Sales Tax Return" means TaxCloud Return.
    26. 1.26 "Fee Schedule and Timeline" indicates the list of fees and charges (if any are applicable) to be paid by a Merchant to FedTax as detailed in Exhibit A.
    27. 1.27 "Merchant Service Provider" means any third party through whom FedTax may provide the TaxCloud Service to a Merchant, including, but not limited to, a reseller, independent service organization, application service provider, Merchant aggregator, and acquiring bank.
    28. 1.28 "TaxCloud Privacy Policy" means the policy fully set forth at <https://taxcloud.com/privacy/>.
    29. 1.29 "Effective Date" means the date that the Merchant executes the Agreement, whether in writing or via online acceptance.
  2. 2. Merchant's Capacity and Related Matters.
      By submitting a Merchant Registration, the Merchant represents and warrants that (a) the Merchant (or the authorized agent executing this Agreement on behalf of the Merchant) is 18 years of age or older, (b) all information the Merchant has provided to FedTax is true and correct in all respects, and (c) the Merchant will update FedTax via the Merchant Interface with any changes to information the Merchant has previously supplied. The Merchant hereby authorizes FedTax to investigate and confirm the information submitted by the Merchant herein. For this purpose, FedTax may utilize credit bureau / reporting agencies and/or its own agents. Upon the Merchant's request, FedTax will provide the Merchant with a copy of the results of such investigation. FedTax reserves its right to refuse to provide the Merchant with the TaxCloud Service, with or without notice, for any or no reason, including, without limitation, if the Merchant has supplied any information which is misleading, untrue, inaccurate or incomplete. The Merchant expressly acknowledges and agrees that FedTax may share information about it and its account with Merchant Service Providers.
  3. 3. Undertakings of FedTax
    1. 3.1. Grant of Rights.
      FedTax hereby grants the Merchant a nonexclusive and non-transferable right, during the effective term of this Agreement, to use the TaxCloud Service subject to the restrictions herein and any other restrictions communicated by FedTax to the Merchant. The Merchant is provided no other right to use the TaxCloud Service or the TaxCloud API(s) except as is expressly provided by this Agreement. Without limiting the generality of the foregoing, the Merchant will not directly or indirectly access or use the TaxCloud Service in violation of or contrary to the Operating Procedures and User Guide or the terms of this Agreement.
    2. 3.2. TaxCloud Service.
      Subject to any and all applicable laws and regulations, FedTax shall provide the TaxCloud Service to the Merchant in all material respects in accordance with the terms of this Agreement and all generally applicable guidelines or procedures, including, but not limited to, the Operating Procedures and User Guide, and the SSUTA.
    3. 3.3. Customer Service.
      If the Merchant is current in payment of all fees owing (if any) to FedTax and is otherwise not in default under this Agreement, FedTax shall provide customer service to a Merchant by email via <service@taxcloud.net>.
  4. 4. Undertakings of Merchant.
    1. 4.1. Login ID and Password.
      In connection with the rights described in Section 3.1, the Merchant is required to supply a true and valid email address to be used as the Merchant's Login ID to access the Merchant Interface. The Merchant must also specify a secure Password and agrees not to share or reveal these credentials to anyone, for any reason or purpose. The Merchant understands and acknowledges that every access to the Merchant Interface creates an auditable event of record (which is tracked on a per-Login ID basis) related to the Merchant's use of the TaxCloud Service. The Merchant further acknowledges and understands that the Merchant may invite the Merchant's employees and agents to access and use the TaxCloud Service by providing the invitee's true and correct email address through the Merchant Contacts area of the TaxCloud Merchant Interface. The Merchant is solely responsible for maintaining adequate security and control of any and all IDs, Passwords, or any other access codes or API credentials that may be issued to the Merchant or the Merchant's employees or agents by the TaxCloud Service for purposes of giving the Merchant access to the TaxCloud Service and TaxCloud API(s). The Merchant is responsible for the results of using the TaxCloud Service, and for the accuracy and adequacy of the data the Merchant provides to FedTax. FedTax shall be entitled to rely on information it receives from the Merchant and may assume that all such information was transmitted by or on behalf of the Merchant.
    2. 4.2. Review and Approval of TaxCloud Returns.
      The Merchant agrees to return to the TaxCloud Merchant Interface before the first business day following the tenth (10th) day of the month in order to a) review TaxCloud Transactions, Sales Taxes, and Tax Remittances Due for the previous monthly period, b) upload or manually enter any additional TaxCloud Transaction not previously reported to TaxCloud, for any Jurisdiction(s) of Record. In the event that the Merchant fails to review and approve TaxCloud Returns for any reason, the Merchant understands and agrees that TaxCloud will automatically file such TaxCloud Returns on behalf of the Merchant in a timely manner (for those states where Merchant has Automated Compliance features enabled).
    3. 4.3. Risk Management.
      The Merchant is solely responsible for all acts and omissions of its officers, directors, partners, managers, employees, agents, representatives, contractors, and third party service providers, including persons granted signature authority on customer's accounts and personnel who are permitted to initiate and/or give FedTax instructions regarding customer's entries (collectively, "Merchant Personnel"). FedTax is entitled, without further inquiry or investigation, to assume that the actions of Merchant Personnel are appropriate and authorized by the Merchant. This authorization will remain in effect unless FedTax receives written notice to the contrary from the Merchant and has a reasonable opportunity to react thereto.
  5. 5. Relationship to States.
      FEDTAX HAS ENTERED INTO CONTRACTS WITH THE GOVERNING BOARD ESTABLISHED UNDER THE STREAMLINED SALES AND USE TAX AGREEMENT. AS A PREREQUISITE TO ENTERING INTO THIS CONTRACT FEDTAX HAS CREATED A TAX CALCULATION SYSTEM SATISFACTORY TO AND CERTIFIED BY THE GOVERNING BOARD. IN ADDITION FEDTAX 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 FEDTAX AND THE GOVERNING BOARD, FEDTAX IS AUTHORIZED TO REPRESENT ITSELF AS A "CERTIFIED SERVICE PROVIDER" AND SERVE AS AN AGENT FOR SELLERS WHO DESIRE TO REGISTER AND PARTICIPATE IN THE STREAMLINED SALES AND USE TAX AGREEMENT. NOTHING IN THE CONTRACT BETWEEN THE GOVERNING BOARD AND FEDTAX OR THE STREAMLINED SALES USE TAX AGREEMENT ESTABLISHES ANY RIGHT OR ENTITLEMENT IN SELLERS CONTRACTING WITH FEDTAX. A SELLER'S RIGHTS AND ENTITLEMENTS WITH RESPECT TO FEDTAX ARE ESTABLISHED AND GOVERNED BY THIS CONTRACT WITH FEDTAX. A SELLER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO ANY OF THE MEMBER STATES ARE DETERMINED BY THE LAWS OF EACH MEMBER STATE.
    1. 5.1. Settlement of Tax Collections.
      On a periodic basis, as defined in Exhibit B, FedTax will charge an account established by the Merchant for Tax Remittances Due. The Merchant authorizes FedTax to access the Merchant's depository account(s) via ACH, which is required information during the Merchant Registration. FedTax shall debit the Merchant's ACH processing account for the amount of Tax Remittances Due. When a customer of the Merchant returns an item which was the subject of a TaxCloud Transaction and for which there was Tax Remittances Due, and there is a Refund of Sales Tax as defined in Section 1.23, FedTax shall apply a sales tax credit to the Merchant's TaxCloud Service account and will be reflected in the Tax Remittances Due in the next periodic Sales Tax Return on the basis of net due for the Tax Jurisdiction(s) of Record, as detailed in the Operating Procedures and User Guide.
    2. 5.2. Tax Remittances Due.
      The Merchant hereby authorizes FedTax to either initiate transaction entries to the Merchant's depository account number listed in the Merchant's account (and as those numbers may be changed, any new account numbers provided to FedTax) without additional authorization or consent for any balance due FedTax, including amounts due associated with TaxCloud Transactions, Sales Taxes, Tax Remittances Due, and service fees (if any are applicable) set forth in the Fee Schedule and Timeline attached hereto as Exhibit A.
    3. 5.3. Taxability Information Codes.
      The Merchant must conform to the Taxability Information Codes systems and policies specified in the Operating Procedures and User Guide.
    4. 5.4. Expenses.
      The Merchant agrees to pay all costs and expenses of whatever nature, including attorneys' fees and other costs and legal expenses, incurred by or on behalf of FedTax in connection with the collection of all Tax Remittances Due and fees as described in the Fee Schedule which go unpaid by the Merchant for any reason.
    5. 5.5. Uniform Power of Attorney.
      THE MERCHANT HEREBY APPOINTS FEDTAX AS AN AGENT (ATTORNEY-IN-FACT) TO ACT FOR THE MERCHANT IN ANY LAWFUL WAY, BUT ONLY WITH RESPECT TO SALES TAX MATTERS IN ANY TAX JURISDICTION(S) OF RECORD. This Uniform Power of Attorney shall be effective upon the Effective Date and will continue throughout the Term of this Agreement. The Merchant agrees that any Tax Jurisdiction(s) of Record who receives a copy of this Agreement including the Uniform Power of Attorney may act under it. Revocation of this Uniform Power of Attorney is not effective as to a Tax Jurisdiction of Record until the Tax Jurisdiction of Record has actual knowledge of the revocation. The Merchant agrees to indemnify the Tax Jurisdiction of Record for any claims that arise against the Tax Jurisdiction of Record because of reliance on this Uniform Power of Attorney. Some states do not allow Uniform Power of Attorney such as this one, and in such circumstances Merchant also agrees that upon receiving written notice by FedTax, the Merchant will immediately provide to a duly witnessed and notarized copy of this Agreement, with initials next to this Uniform Power of Attorney Section 5.5, or by executing another form of Agent Authorization Agreement as may be provided by FedTax. BY ACTING UNDER THIS APPOINTMENT, FEDTAX ASSUMES FIDUCIARY AND LEGAL RESPONSIBILITIES OF AN AGENT.
    6. 5.6. Compliance with Laws, Operating Procedures, and FedTax Guidelines.
      1. 5.6.1. Compliance.
        In connection with the exercise of the Merchant's rights and obligations under this Agreement (including, without limitation, any related to individual privacy), the Merchant warrants that it will comply, at the Merchant's own expense, with all applicable laws (including Sales Tax laws as defined by Tax Jurisdiction(s) of Record for all TaxCloud Transactions), regulations, rules, ordinances and orders of governmental and governing authorities having jurisdiction, including, but not limited to, the Gramm Leach Bliley Act, the Operating Procedures and User Guide, the Electronic Fund Transfer Act, Federal Reserve Regulation E, the Fair Credit Reporting Act, all rules and operating guidelines of the National Automated Clearing House Association ("NACHA") and similar state laws and regulations, to the extent the same may be applicable to the ACH transactions processed hereunder. Merchant shall comply with sanctions enforced by the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC), including trade embargoes, anti-money laundering, and terrorism controls. Information regarding such sanctions may be found at <http://www.treas.gov/ofac/> or the OFAC Compliance Hotline at (800) 540-OFAC.
      2. 5.6.2. Bona Fide Transactions.
        The Merchant agrees that all TaxCloud Transactions are the result of bona fide business transactions between the Merchant and its customers and no such entries are, directly or indirectly, for the benefit of any third party whether in a service bureau or other context.
      3. 5.6.3. Other Compliance.
        The Merchant is prohibited from using the TaxCloud Service in any manner or in furtherance of any activity that constitutes a violation of any law or regulation or that may reasonably be expected to subject FedTax or its suppliers or vendors to investigation, prosecution or legal action.
      4. 5.6.4. FedTax Policies.
        The Merchant shall comply with all current policies, procedures, and guidelines of FedTax governing the TaxCloud Service, including, but not limited to, the Operating Procedures and User Guide and the Agreement. FedTax reserves the right to amend, modify or change such policies, procedures, and guidelines, at any time and with notice as provided for in Section 14.4.
      5. 5.6.5. Exempt Entities.
        The Merchant agrees to provide FedTax information on Exempt Entities as specified in the Operating Procedures and User Guide.
      6. 5.6.6. Error Resolution.
        The Merchant further agrees to respond to and resolve all customer-alleged errors at its expense under this Agreement, and in accordance with all applicable laws and regulations.
      7. 5.6.7. Record Retention; Inspection Rights.
        The Merchant shall preserve all records pertaining to sales, Sales Tax, Exempt Entities, and ACH transactions, as may be required by law, and in no event less than three (3) years from the date of creation. As a Certified Service Provider, FedTax accepts liability for audits, except in situations of fraud or misrepresentation by the Merchant, by any and all Tax Jurisdiction(s) of Record, as detailed in Exhibit E, Section 3 and the Merchant will have records relevant to such audits. The Merchant shall provide FedTax with responses to requests for information and/or copies of any requested information, electronically or otherwise, no later than forty-eight (48) hours from the date of FedTax's request. The Merchant also agrees to execute, file and record any statements, notices and certificates as FedTax may reasonably request to preserve and protect its interest.
      8. 5.6.8. Additional Financial Documents.
        FedTax reserves the right to require additional financial documents from the Merchant if a Tax Jurisdiction of Record places similar requirements on FedTax.
    7. 5.7. Notifications & Information Updates.
      The Merchant is responsible for returning to the Merchant Interface no less than monthly for the purposes of: (i) reviewing all Sales Tax Returns prepared by the TaxCloud Service, (ii) reviewing and maintaining the accuracy and completeness of all Merchant Registration information (including methods of payment), and (iii) reviewing, and when necessary, updating information required by Tax Jurisdiction(s) of Record, including but not limited to, periodic attestation(s) regarding changes in status related to activities of the Merchant which may establish nexus for the Merchant in any of the Tax Jurisdiction(s) of Record. The Merchant is expected to perform this update by the 10th of every month. Ongoing, systematic, and repeated failures to respond by the specified monthly date will be considered a willful breach and default under this Agreement.
    8. 5.8. Exclusive Use of FedTax.
      The Merchant agrees to use the TaxCloud Service exclusively for states participating as full members in the SSUTA. This requirement is based on statutory requirements that there can be one and only one sales tax return filed in any particular period for a Tax Jurisdiction of Record for the Merchant. Exhibit E, Section 3, which is subject to change, lists the States where the Merchant has authorized FedTax to collect and remit Tax Remittances Due.
  6. 6. Data Collection, Privacy and Security.
    1. 6.1. Merchant Obligations
      1. 6.1.1. The Merchant is solely responsible for the security of data residing on the servers of the Merchant, or a third party designated by the Merchant (e.g., a web hosting company, processor, or other service provider), including all sales tax information. The Merchant shall comply with all applicable laws and regulations governing the collection, retention and use by the Merchant of all data associated with TaxCloud Transactions. The Merchant agrees to provide notice to consumers on the Merchant's internet web site transaction page(s) disclosing how and why personal information is collected and used. The Merchant is solely responsible for obtaining and maintaining any and all necessary rights, power and authority to provide data associated with TaxCloud Transactions to FedTax.
      2. 6.1.2. The Merchant agrees to comply with all FedTax security protocols and security advisories in effect during the term of this Agreement. The Merchant is solely responsible for verifying the accuracy and completeness of all TaxCloud Transactions submitted to the TaxCloud Service. The Merchant acknowledges that FedTax shall not be liable for any improperly processed or unauthorized TaxCloud Transactions, or any illegal or fraudulent access to the Merchant's account or data. FedTax's liability for improperly processed or unauthorized Transactions solely attributable to the negligence of FedTax is limited pursuant to Section 13.
      3. 6.1.3. The Merchant will comply with all then-current legal obligations and guidelines, including, without limitation, those issued by all relevant taxing authorities (federal, state & local) and the Federal Trade Commission, associated with the collection, security, dissemination and destruction of data on its web site. The Merchant warrants that it has taken such precautions as are necessary to ensure that its server and electronic systems are secure from breach or intrusion by unauthorized third parties. In the event that the Merchant's system is breached and an unauthorized third party has access to or has accessed data or transaction data, the Merchant shall notify FedTax promptly of such breach and shall take such precautions as may be necessary to remedy and prevent such breaches from occurring in the future.
    2. 6.2. FedTax Obligations.
      1. 6.2.1. For those states listed in Exhibit E, Section 3, FedTax agrees to undertake, on behalf of the Merchant, all functions and services mandated of a Certified Service Provider under the terms of the SSUTA, each Member State's or Associate Member State's laws, the Streamlined Sales Tax Governing Board, Inc. Rules and Procedures, all interpretations of the SSUTA issued by the Governing Board pursuant to Section 902 of the SSUTA and Rule 902 of the Streamlined Sales Tax Governing Board Rules and Procedures. FedTax, in its sole discretion, may offer to provide similar services to Merchant in one or more additional states.
      2. 6.2.2. FedTax agrees to collect, retain and disclose information and data collected from the Merchant (including data associated with TaxCloud Transactions) in accordance with the TaxCloud Privacy Policy. Consistent with the TaxCloud Privacy Policy, FedTax agrees to use commercially reasonable security measures for the transport of TaxCloud Transaction data using the Internet. Notwithstanding the foregoing, FedTax does not, and cannot, warrant that all TaxCloud Transaction data will be transported without unauthorized interception or modification. The Merchant understands that FedTax will collect and hold personal or non-public information about the Merchant including, but not limited to: The Merchant's name, address, telephone number, e-mail address, social security number and/or tax identification number, for the sole purpose of continuing to provide the TaxCloud Service to the Merchant. The Merchant also understands and agrees that FedTax may obtain various credit bureau(s) reports regarding the Merchant from third parties, run a credit check, report unpaid collection issues to credit bureau(s), and/or obtain other personal or credit information about the Merchant.
      3. 6.2.3. The Merchant further understands and agrees that FedTax, its affiliates and subsidiaries, Merchant Service Providers, partners, suppliers and/or their agents/contractors may transfer data amongst themselves as necessary for the purpose of the provision and management of the TaxCloud Service, and that FedTax may further transfer data: (i) to third parties assisting FedTax in evaluating the Merchant's eligibility for, provision of, administration and management of the TaxCloud Service, as well as, under circumstances described in the TaxCloud Privacy Policy, as may be modified from time to time; (ii) with companies that provide support services to FedTax; or (iv) as otherwise permitted by law. While FedTax uses commercially reasonable efforts to safeguard all data transmitted while using the TaxCloud Service, FedTax does not warrant that data and transaction data will be transported without unauthorized interception or modification or that data or transaction data will not be accessed or compromised by unauthorized third parties.
  7. 7. Fees.
      Merchant agrees to pay FedTax the service fees (if any are applicable), as set forth in the Fee Schedule and Timeline attached hereto as Exhibit A.
    1. 7.1. Tax Remittances.
      The Merchant hereby authorizes FedTax to either initiate transaction entries to Merchant's depository account number listed in the Merchant's Merchant Registration (and as those numbers may be changed, any new account numbers provided to FedTax) without additional authorization or consent for any fees as described in Exhibit A, and any amounts due to Tax Jurisdiction(s) of Record related to Merchant's preceding tax period TaxCloud Transactions, Sales Taxes, and Tax Remittances Due. FedTax will remit these Sales Tax sums to the respective states according to the terms of the SSUTA, each Member State's or Associate Member State's laws, the Streamlined Sales Tax Governing Board, Inc. Rules and Procedures, all interpretations of the SSUTA issued by the Governing Board pursuant to Section 902 of the SSUTA and Rule 902 of the Streamlined Sales Tax Governing Board Rules and Procedures.
    2. 7.2. Payment Terms.
      1. 7.2.1. Remittance Terms.
        Merchant shall remit any and all amounts which are payable to FedTax under this Agreement (including, but not limited to, Tax Remittances Due and any Fees) no less frequently than monthly in accordance with Exhibit B. All monthly payments are due on the first day of the month immediately following the Effective Date. Merchant hereby authorizes FedTax to initiate transaction entries to Merchant's account as specified in the Merchant Registration. The Merchant authorizations provided here and in sections 5.1, 5.2, and 5.4 to initiate transactions to Merchant's depositories account are to remain in full force and effect until FedTax has received written notification from Merchant of its request for termination in adequate time to afford FedTax and Merchant's depository institution a commercially reasonable opportunity to acknowledge and respond to the request.
      2. 7.2.2. Service Fee Payment Terms.
        The Merchant understands that timing of payment for service fees (if any) due under this Agreement will be no less frequently than monthly, in accordance with Exhibit A. The Merchant hereby authorizes FedTax to initiate transaction entries to the Merchant's account as specified in the Merchant Registration. The Merchant authorizations provided in this Agreement to initiate transactions to the Merchant's depositories account are to remain in full force and effect until FedTax has received written notification from the Merchant of its request for termination in adequate time to afford FedTax and the Merchant's depository institution a commercially reasonable opportunity to acknowledge and respond to the request.
      3. 7.2.3. Payment Methods Maintenance.
        If the Merchant's depository account number(s) change, the Merchant shall promptly update the relevant payment profiles indicated in the Merchant Registration available via the Merchant Interface. If the Merchant fails to maintain their Merchant Registration with accurate current depository accounts, FedTax may suspend the TaxCloud Service for the Merchant until such information is provided to FedTax. Although TaxCloud Service will attempt to apply any changes to payment methods immediately, there can be no assurance such modifications will be effected until the following billing month in which such payment method was modified. Any amounts due to FedTax under this Agreement and not paid when due will be subject to a finance charge equal to one and one-half percent (1.5%) per month or the highest rate allowable by law, whichever is less, determined and compounded daily from the date due until the date paid. Payment of such finance charges will not excuse or cure any breach or default for late payment. FedTax may accept any payment from the Merchant without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any payment or any correspondence accompanying any payment or elsewhere will be construed as an accord or satisfaction. The Merchant agrees to pay all costs and expenses of whatever nature, including attorneys' fees, incurred by or on behalf of FedTax in connection with the collection of any unpaid charges and fees.
    3. 7.3. Non-Sufficient Fund Fee, Late Fee, and Service Reactivation Fee.
      1. 7.3.1. Non-Sufficient Fund Fee.
        The Merchant shall pay to FedTax a Non-Sufficient Fund Fee, in the amount set forth in the TaxCloud Fee Schedule, each time FedTax attempts to charge the Merchant's depository accounts for any amounts owing under this Agreement and receives a Non-Sufficient Funds (NSF) or an invalid account message from the Merchant's bank.
      2. 7.3.2. Late Fee - Delinquent TaxCloud Transactions.
        If the Merchant does not upload or manually enter all additional TaxCloud Transactions on or before the first business date following the tenth (10th) day of the month, the Merchant will be subject to a Late Fee, in the amount set forth in the TaxCloud Fee Schedule and Timeline.
      3. 7.3.3. Late Fee - Delinquent Sales Tax Proceeds.
        If the Merchant does not pay owing amounts on or before the first business day following the tenth (10th) day of the month, the Merchant will be subject to a Late Fee, in the amount set forth in the TaxCloud Fee Schedule and Timeline.
      4. 7.3.4. Service Reactivation Fee.
        In the event FedTax has suspended the TaxCloud Service to the Merchant for failure to pay pursuant to Section 9.2, FedTax agrees to restore the Merchant's access to the TaxCloud Service if the Merchant subsequently pays in full all owing fees and charges, including a Service Reactivation Fee in the amount set forth in the TaxCloud Fee Schedule and Timeline.
  8. 8. Term.
      This Agreement shall commence on the date Merchant executes this Agreement, whether in writing or via online acceptance, (the "Effective Date") and remain in full force and effect until terminated by either party pursuant to Section 9.
  9. 9. Termination.
    1. 9.1. Termination at Will.
      Either party may terminate this Agreement at any time and for any reason by providing ninety (90) days prior written notice to the other party. The Merchant acknowledges that FedTax may immediately terminate this Agreement: (i) if it has reasonable evidence of the Merchant's fraudulent or illegal use of the Services; (ii) as required by legal or regulatory authority; (iii) as a result of the Merchant's breach of any representations or warranties contained herein; (iv) if, in its sole opinion, any information contained in the Merchant Registration is found or believed to be inaccurate or false; (v) for violation of this Terms of Service; or (vi) as a result of a Force Majeure Event.
    2. 9.2. Termination for Cause; Suspension of Service.
      In addition to any other termination rights granted by this Agreement, FedTax may terminate this Agreement on ten (10) days written notice for material breach by the Merchant of any obligations hereunder unless such breach is cured within such ten (10) day period. FedTax may immediately terminate this Agreement and/or suspend the Merchant's sales tax calculation, reporting, and remittance capabilities via the TaxCloud Service, upon written notice, for failure of the Merchant to pay all amounts due and owing to FedTax. If FedTax suspends the TaxCloud Service, FedTax (i) shall have no obligation to resume the service until the causes of such suspension are remedied to FedTax's satisfaction and (ii) reserves the right to terminate this Agreement at any time.
    3. 9.3. Effect of Termination.
      Upon termination of this Agreement for any reason, all rights and obligations of the parties under this Agreement shall be extinguished, except that: (a) all accrued payment obligations hereunder shall survive such termination; and (b) the rights and obligations of the parties under Sections 1, 5.1, 5.3, 7.2,9.3 10.3, 10.1, and 11through 14 shall survive such termination. Upon termination of the effective term of this Agreement for any reason, FedTax will immediately suspend all TaxCloud Services on behalf of the Merchant, and will also notify the SSUTA Governing Board, and any applicable states, that TaxCloud is no longer the CSP of record for the Merchant.
  10. 10. Intellectual Property and Confidentiality.
    1. 10.1. FedTax.
      The parties agree that FedTax owns and retains all right, title and interest in and to the FedTax Marks, TaxCloud Trademarks and any related technology utilized under or in connection with this Agreement, including, but not limited to, all intellectual property rights associated therewith. No title to or ownership of any of the foregoing is granted or otherwise transferred to the Merchant or any other entity or person under this Agreement. The Merchant will not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets of FedTax.
    2. 10.2. FedTax Trademarks License.
      Subject to the terms and conditions contained herein, FedTax hereby grants to the Merchant the right to use, reproduce, publish, perform and display the FedTax Trademarks (as defined by the TaxCloud Logo Specifications referenced in Exhibit C): (a) on the Merchant web site; and (b) in promotional and marketing materials and electronic and printed advertising, publicity, press releases, newsletters and mailings about or related to any of the TaxCloud Services.
    3. 10.3. Merchant Trademarks License.
      Subject to the terms and conditions contained herein, the Merchant hereby grants to FedTax and its affiliates the right to use, reproduce, publish, perform and display the Merchant Trademarks specified in the Merchant's Merchant Registration: (a) in connection with the development, use, reproduction, modification, adaptation, publication, display and performance of the TaxCloud Services offered and/or accessible through the Merchant Interface; and (b) in promotional and marketing materials and electronic and printed advertising, publicity, press releases, newsletters and mailings about or related to any of the TaxCloud Service.
    4. 10.4. Use of Trademarks.
      Each party shall strictly comply with all standards with respect to the other party's Trademarks contained herein or which may be furnished by such party from time to time. Further, neither party shall create a combination mark consisting of one or more Trademarks of each party. All uses of the other party's Trademarks shall inure to the benefit of the party owning such Trademark. Each party hereby acknowledges and agrees that, as between the parties, the other party is the owner of the Trademarks identified as its Trademarks in any written notice provided to the other party pursuant to this Agreement. Either party may update or change the list of Trademarks usable by the other party hereunder at any time by written notice to the other party.
    5. 10.5. Use the appropriate registered Trademark ® or pending Trademark ™ Symbol.
      The Merchant must reproduce any FedTax Trademarks exactly as shown on the TaxCloud Logo Specification, including the exact reproduction of any proprietary markings or legends and including the appropriate (r) or (tm) symbol at the first and most prominent reference, or as soon as practicable thereafter.
    6. 10.6. Provide Appropriate Trademark Attribution.
      The Merchant must include a statement of ownership when displaying or reproducing any FedTax Marks. The statement should read: "FEDTAX, the FedTax logo, TAXCLOUD, and the TaxCloud logo, are trademarks or registered trademarks of FedTax." If it is not feasible to include the attribution statement, it is acceptable to use a general-purpose attribution statement in a form such the following: "All other trademarks are the property of their respective owners."
    7. 10.7. Trademarks and Internet Domain Registration.
      The Merchant shall not use, register or attempt to register any: (a) FedTax Trademarks; or (b) Trademarks or internet domain names that are confusingly similar to any of the FedTax Trademarks or internet domain names.
    8. 10.8. Trademark Restrictions.
      The Merchant shall not (a) use the FedTax Trademarks except as expressly authorized in this Agreement; and (b) take any actions inconsistent with FedTax's ownership of the FedTax Trademarks and any associated registrations, or attack the validity of the FedTax Trademarks, its ownership thereof, or any of the terms of this Agreement; (iii) use the FedTax Trademarks in any manner that would indicate it is using such FedTax Trademarks other than as a licensee of FedTax; nor (iv) assist any third party to do any of the same.
    9. 10.9. Further Assurances.
      Each party shall take, at the other party's expense, such action (including, without limitation, execution of affidavits or other documents) as the other party may reasonably request to effect, perfect or confirm such other party's ownership interests and other rights as set forth in this Section 10.
    10. 10.10. Confidential Information.
      The Merchant agrees to hold all information communicated by FedTax to it, whether written or oral or in any media whatsoever (the "Confidential Information"), in strict confidence, not to disclose, distribute or disseminate the Confidential Information or information derived therefrom in any way or in any form (electronic or otherwise) to any third party and not to use the Confidential Information for the Merchant's own benefit or the benefit of others, or for any purpose except in connection with the purposes of this Agreement. The Merchant agrees to use its best efforts to protect all Confidential Information and in any event, to take precautions at least as great as those taken to protect the Merchant's own information of a similar nature. Upon FedTax's request, the Merchant will return all materials, in any medium, that contain, embody, reflect or reference all or any part of any Confidential Information. The Merchant acknowledges that breach of this provision may result in irreparable harm to FedTax, for which money damages may be an insufficient remedy, and therefore FedTax will be entitled to seek injunctive relief to enforce the provisions of this Section 10.
  11. 11. Representations and Warranties.
    1. 11.1. Mutual Warranties.
      Each party represents and warrants to the other that (a) it has all necessary right, power and ability to execute this Agreement and to perform its obligations therein; (b) no authorization or approval from any third party is required in connection with such party's execution, delivery or performance of this Agreement, (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, (d) the party's obligations under this Agreement do not violate any law or breach any other agreement to which such party is bound; and (e) it has all right, title or interest, or valid license to use, its respective Trademarks (as defined in the Merchant's Merchant Registration), and that its grant of rights associated therewith do not violate any intellectual property or other proprietary rights of any third party.
    2. 11.2. FedTax Warranties.
      1. 11.2.1.During the effective term of this Agreement, FedTax represents and warrants that the TaxCloud Services will conform in all material respects to the Operating Procedures and User Guide. The preceding warranty will not apply if: (i) any TaxCloud Services or products provided hereunder are used in material variation with this Agreement or the applicable documentation; (ii) any TaxCloud Services or products have been modified without the prior written consent of FedTax; or (iii) a defect in TaxCloud Services or products has been caused by any of the Merchant's malfunctioning equipment or software. The Merchant expressly acknowledges that the TaxCloud Services are computer network-based services, which may be subject to outages, interruptions, attacks by third parties and delay occurrences.
      2. 11.2.2. In the event the Merchant discovers that the TaxCloud Services are not in conformance with the representations and warranties made in Section 11.2.1 and reports such non-conformity to FedTax or if the TaxCloud Services are subject to outages, interruptions, attacks by third parties and delay occurrences, FedTax shall use commercially reasonable efforts to remedy material interruptions and will provide adjustments, repairs and replacements, within its capacity, that are necessary to enable the TaxCloud Services to perform their intended functions in a reasonable manner. The Merchant acknowledges that FedTax does not warrant that such efforts will be successful. If FedTax's efforts are not successful, the Merchant may terminate this Agreement in accordance with Section 9.1. The foregoing shall constitute the Merchant's sole remedy, and FedTax's sole liability, in the event of interruption, outage or other delay occurrences in the TaxCloud Services. FedTax does not warrant the services of any third party, including, without limitation, the Merchant Service Provider, bank or any third-party processor.
      3. 11.2.3.DISCLAIMER.
        THE TAXCLOUD SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. FEDTAX DOES NOT REPRESENT OR WARRANT THAT THE TAXCLOUD SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE. THE MERCHANT MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY REGARDING THE TAXCLOUD SERVICES BY ANY THIRD PARTY IN CONTRAVENTION OF THE FOREGOING STATEMENTS, INCLUDING REPRESENTATIONS OR WARRANTIES OF ANY MERCHANT SERVICE PROVIDER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.2.1, FEDTAX SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO THE TAXCLOUD SERVICES, OR OTHER SERVICES OR GOODS PROVIDED UNDER THIS AGREEMENT. THE MERCHANT UNDERSTANDS AND AGREES THAT FEDTAX SHALL BEAR NO RISK WITH RESPECT TO THE MERCHANT'S SALE OF PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY RISK ASSOCIATED WITH FRAUD OR CHARGEBACKS.
    3. 11.3. Complaints.
      MERCHANT UNDERSTANDS AND AGREES THAT ALL MERCHANT COMPLAINTS AND CLAIMS CONCERNING THE TAXCLOUD SERVICES PROVIDED HEREUNDER ARE TO BE MADE SOLELY AND EXCLUSIVELY THROUGH FEDTAX.
    4. 11.4. Merchant Warranties. The Merchant represents and warrants that:
      1. 11.4.1. At all times during the term of this Agreement, its use of the TaxCloud Services will conform to specifications set forth in the Operating Procedures and User Guide and that all representations and statements made by it in this Agreement, or in any other document relating hereto by the Merchant or on its behalf, are true, accurate and complete in all material respects;
      2. 11.4.2. The Merchant is engaged in a lawful business that includes the sale of products and/or services, and is duly licensed to conduct such business under the laws of all jurisdictions in which the Merchant conducts business;
      3. 11.4.3. The Merchant will comply with all laws, policies, guidelines, regulations, ordinances or rules applicable to the Merchant, this Agreement, its business or the TaxCloud Transactions, including, without limitation:(i) all applicable state and local sales and use tax laws and (ii) the Gramm Leach Bliley Act.
    5. 11.5. Third-Party Software.
      The Merchant acknowledges that the TaxCloud Service is designed for use with third-party software systems and services, including, but not limited to, certain internet browser software programs and various e-commerce software platforms. The Merchant will look solely to the developers and manufacturers of such programs and platforms with regard to warranty, maintenance or other support regarding the same. FedTax makes no warranty, express or implied, with regard to any such third-party software.
  12. 12. Indemnification
    1. 12.1. Indemnification by FedTax.
      1. 12.1.1. General.
        FedTax shall defend, indemnify and hold the Merchant, the Merchant's affiliates, and any of their officers, directors, managers, agents and employees harmless from and against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) incurred by the Merchant, arising out of or relating to: (a) any alleged breach by FedTax of any representation, warranty or obligation of FedTax set forth in Section 11; or (b) any alleged infringement of a patent, trademark, copyright, or other intellectual property rights of any other entity or person by the TaxCloud Service.
      2. 12.1.2. Limitation; Prevention of Infringement.
        FedTax's obligations in Section 12.1.1(b) do not apply if the TaxCloud Service or portions or components thereof (a) are modified by persons or entities other than FedTax if the alleged infringement relates to such modification; (b) are combined with other products, processes or materials not supplied or recommended by FedTax where the alleged infringement relates to such combination, or (c) continue to be used after FedTax has made a non-infringing version available to the Merchant (collectively, "Merchant Faults"). If the TaxCloud Service or any component thereof becomes, or in FedTax's opinion is likely to become, the subject of a claim of infringement, then the Merchant shall permit FedTax, at FedTax's sole option and expense, either to (i) procure for the Merchant the right to continue using the TaxCloud Service as permitted in this Agreement, or (ii) replace or modify the affected TaxCloud Service or infringing component so that it becomes non-infringing. If, after using commercially reasonable efforts, FedTax is unable to cure the infringement, either party may terminate this Agreement upon notice to the other, as provided in Section 9.1. This Section 12.1 states the entire liability of FedTax to the Merchant with respect to infringement of any intellectual property rights by the TaxCloud Service.
    2. 12.2. Indemnification by Merchant.
      The Merchant shall defend, indemnify, and hold harmless FedTax and its affiliates, parents, and/or subsidiaries, and any of their officers, directors, agents and employees, from and against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) incurred by FedTax, arising out of or relating to: (a) any breach or alleged breach by the Merchant of any representation, warranty, or obligation set forth in this Agreement; (b) any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by the Merchant or any of its employees, agents or customers; (c) the reliability, accuracy, or legitimacy of TaxCloud Transactions submitted by the Merchant to FedTax; (d) any alleged infringement of a patent, copyright, trademark or other intellectual property right resulting from Merchant Faults; (e) any alleged or actual violation of any applicable laws, regulations or rules of (i) the Sarbanes-Oxley Act; (ii) the Gramm Leach Bliley Act; (iii) or any federal, state, or local regulatory body or agency having jurisdiction over the subject matter hereof; (f) any violation of this Agreement or the TaxCloud Privacy Policy, or (g) any alleged infringement of a patent, trademark, copyright, or other intellectual property rights resulting from Merchant Faults. In the event the Merchant causes fines and/or penalties to be charged to FedTax by a TaxCloud Member State, TaxCloud Advisory State, or any other entity, the Merchant agrees to immediately reimburse FedTax for such fines or penalties.
    3. 12.3. Indemnification Procedure.
      The obligations of each party ("Indemnitor") under this Section 12 to defend, indemnify and hold harmless the other party ("Indemnitee") shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under Sections 12.1 and 12.2 to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) herein, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any way.
  13. 13. LIMITATIONS OF LIABILITY AND DISCLAIMERS.
    1. 13.1. LIMITATIONS.
      UNDER NO CIRCUMSTANCES;
      1. (I) WILL FEDTAX OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES OR VENDORS (OR ANY OFFICERS, MANAGERS, DIRECTORS, EMPLOYEES OR AGENTS OF THE PARTIES, OR ITS PARENTS, SUBSIDIARIES, AFFILIATES OR VENDORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (HOWEVER ARISING), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS OR INJURY TO BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR
      2. (II) WILL FEDTAX'S TOTAL LIABILITY TO THE MERCHANT, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, UNDER THIS AGREEMENT OR WITH REGARD TO ANY TAXCLOUD SERVICE, EXCEED THE AGGREGATE COMPENSATION FEDTAX RECEIVED FOR PROVIDING THE TAXCLOUD SERVICE TO THE MERCHANT DURING THE THIRTY DAYS PRECEDING THE DATE ON WHICH THE CLAIM AROSE OR $1,000, WHICHEVER IS LESS.
    2. 13.2. DISCLAIMER.
      EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE MERCHANT EXPRESSLY AGREES THAT FEDTAX SHALL NOT BE LIABLE FOR ANY LOSS (HOWEVER ARISING, INCLUDING NEGLIGENCE), ARISING FROM OR RELATED TO:
      1. (I) THE MERCHANT'S FAILURE TO PROPERLY ACTIVATE, INTEGRATE OR SECURE ITS TAXCLOUD MERCHANT INTERFACE ACCOUNT;
      2. (II) FRAUDULENT TAXCLOUD TRANSACTIONS SUBMITTED BY THE MERCHANT TO THE TAXCLOUD SERVICE;
      3. (III) DISRUPTION OF THE TAXCLOUD SERVICE, SYSTEMS, SERVER OR WEB SITE BY ANY MEANS, INCLUDING, WITHOUT LIMITATION, DDOS ATTACKS, SOFTWARE VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER TECHNOLOGY;
      4. (IV) ACTIONS OR INACTIONS BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, A MERCHANT SERVICE PROVIDER, PAYMENT PROCESSOR OR BANK; OR
      5. (V) UNAUTHORIZED ACCESS TO (A) DATA, CUSTOMER DATA (INCLUDING PERSONALLY IDENTIFIABLE INFORMATION), TRANSACTION DATA OR PERSONAL INFORMATION BELONGING TO FEDTAX, THE MERCHANT OR ANY THIRD PARTY AND/OR (B) THE TAXCLOUD SERVICE, OR ANY SYSTEM OR PROGRAM ASSOCIATED THEREWITH; OR
      6. (VI) THE LIMITATION OF THE FUNCTIONING OF ANY SOFTWARE, HARDWARE, EQUIPMENT OR SERVICE.
    3. 13.3. THIRD-PARTY SERVICES.
      FEDTAX EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY AND ALL CLAIMS OF LOSS AND/OR FRAUD INCURRED RESULTING FROM THE USE OF OR CONCLUSIONS DRAWN FROM ANY THIRD-PARTY PRODUCT OR SERVICE.
  14. 14. General Provisions.
    1. 14.1. Publicity.
      Publicity. The parties may work together to issue publicity and general marketing communications concerning their relationship and other mutually agreed-upon matters, provided, however, that neither party will have any obligation to do so. In addition, neither party will issue such publicity and general marketing communications concerning this relationship without the prior written consent of the other party (not to be unreasonably withheld or delayed).
    2. 14.2. Relationship of the Parties.
      Relationship of the Parties. The parties are independent contractors and nothing in this Agreement shall make them joint venturers, partners, employees, agents or other representatives of the other party. Neither party shall make any representation that suggests otherwise.
    3. 14.3. Notices.
      All notices to the Merchant shall be given electronically, sent to the electronic mail address provided in the Merchant's Merchant Registration with the TaxCloud Service and/or posted in the Announcement section of the Merchant Interface. All notices to FedTax shall be in writing and sent to the address of record for the Federal Tax Authority, as specified in Exhibit D. To cancel the TaxCloud Service, the Merchant must either contact its Merchant Service Provider or send an e-mail to with all information necessary to facilitate cancellation of its account, including, without limitation, name, TaxCloud Merchant ID, and phone number. Such written notice will be deemed given upon personal delivery, upon confirmation of receipt if sent by fax, or three (3) days after the date of mailing if sent by certified or registered mail, postage prepaid.
    4. 14.4. Amendment; Modifications.
      No amendment, modification, or change to any provision of this Agreement, nor consent to any departure by either party therefrom, will in any event be effective unless the same will be in writing and signed by both parties, and then such consent will be effective only in the specific instance and for the specific purpose for which given. Sales representatives or Merchant Service Providers of FedTax are not permitted to make any representation or warranty not contained herein and cannot waive, alter, or amend the printed terms and conditions hereof. Notwithstanding the foregoing, FedTax may amend this Agreement and any policy, guideline or procedure governing TaxCloud Transactions (including, but not limited to, the Operating Procedures and User Guide) at any time upon written or electronic notice to the Merchant of not less than ten (10) days prior to the effective date of such amendment. If the Merchant does not agree to such amendments, the Merchant's sole remedy is to immediately terminate this Agreement by closing the Merchant's account from the TaxCloud Merchant Interface.
    5. 14.5. Severability; Headings.
      If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Agreement.
    6. 14.6. Governing Law; Jurisdiction.
      This Agreement and performance under it will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Washington, without reference or giving effect to its conflicts of law principles. the Merchant hereby irrevocably consents to the personal jurisdiction of and venue in the state and federal courts located in King County, Washington, or such other venue and jurisdiction as FedTax in its sole discretion may select with respect to any action, claim or proceeding arising out of or related to this Agreement and agree not to commence or prosecute any such action, claim or proceeding other than in such courts, except as otherwise provided in Section 14.11 below. No action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement, except for claims involving intellectual property, claims to recover outstanding amounts due FedTax and claims for indemnification, may be brought by either party more than one (1) year after the cause of action arose.
    7. 14.7. Waiver.
      The failure of any party to insist on or enforce strict performance of any provision of this Agreement or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself.
    8. 14.8. Assignment.
      The Merchant may not assign any of the Merchant's rights or delegate the performance of any of the Merchant's obligations under this Agreement without the prior written consent of FedTax.
    9. 14.9. Force Majeure.
      FedTax will not be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions or termination of financial or ACH services to FedTax by any of FedTax's financial institutions, interruptions in telecommunications, utility, internet, or network provider services, or other catastrophes or any other occurrences which are beyond FedTax's reasonable control (each a "Force Majeure Event"). If a Force Majeure Event arises, FedTax will provide Merchant notice of any such delay or interruption as soon as reasonably practicable and will use commercially reasonable efforts to minimize any delays or interruptions resulting from the Force Majeure Event. In no event will any failure to pay any monetary sum then due under this Agreement be excused for any Force Majeure Event.
    10. 14.10. Telephone Recording.
      The Merchant acknowledges, agrees and consents on behalf of itself, and its Agents, that FedTax may monitor and record any customer service telephone conversations at any time, without additional further notice to the parties of such conversations. The decision to record any conversation shall be solely in FedTax's discretion, and FedTax shall have no liability for failing to do so.
    11. 14.11. Order of Precedence.
      The following order of precedence shall apply to the interpretation and application of this Agreement: (1) TaxCloud Terms of Service Agreement, (2) Operating Procedures and User Guide, and (3) Exhibits to this Agreement.
    12. 14.12. Entire Agreement.
      This Agreement, including the Exhibits and Operating Procedures and User Guide, sets forth the entire understanding and agreement of the parties, and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of this Agreement. The Merchant acknowledges that this Agreement reflects an informed, voluntary allocation between FedTax and the Merchant of all risks (both known and unknown) associated with the TaxCloud Service.
AGREED ON BEHALF OF MERCHANT

Agreed Friday, December 2, 2016
by: [MERCHANT REPRESENTATIVE NAME]


EXHIBIT A - FEE SCHEDULE AND TIMELINE

    Monthly Service Fees, either:
  • No Monthly Service Fees with Automated Compliance enabled, or
  • If the Merchant elects to disable Automated Compliance (enabled by default), then, on a monthly-basis, the Merchant agrees to either:
    • Percentage Monthly Service Fee: If five percent or greater (5%) [more than five (5) out of any one-hundred (100)] TaxCloud Lookup(s) result in TaxCloud Transaction(s) (as such terms are defined in Sections 1.21 and 1.22), then the Merchant agrees to pay FedTax according to the schedule ordinarily paid to FedTax by the TaxCloud Member States (when Automated Compliance is enabled), as follows:
      Tier Annual Tax Remittances Due (USD) Percentage of Sales Tax Remittance (resets January 1st)
      1 Up to $250,000.00 8%
      2 $250,000.01 to $1,000,000.00 7%
      3 $1,000,000.01 to $2,500,000.00 6%
      4 $2,500,000.01 to $5,000,000.00 5%
      5 $5,000,000.01 to $10,000,000.00 4%
      6 $10,000,000.01 to $25,000,000.00 3%
      7 Over $25,000,000.00 2%
    • Lookup Monthly Service Fee: If less than five percent (5%) [less than five (5) out of any one-hundred (100)] TaxCloud Lookup(s) result in TaxCloud Transaction(s) (as such terms are defined in Sections 1.21 and 1.22), then the Merchant agrees to pay FedTax two cents ($0.02 USD) per TaxCloud Lookup performed.
    • Minimum Monthly Service Fee: If the service fees due under the Exhibit A 2(a) or Exhibit A 2(b) are less than $10.00 USD, then the Merchant agrees to pay FedTax the Minimum Monthly Service Fee of $10.00 USD.
    • All Monthly Service Fees are due and payable on the 10th day of each month, for the previous complete calendar month of service.
  • Other Fees:
  • Returned ACH item for NSF or any other reason: $100.00 USD
  • Late Fee: $50.00 USD per state indicated in Exhibit E, Section 3
  • Service Reactivation Fee: $500.00 USD

EXHIBIT B - REMITTANCE TIMING

Schedule for Remittance of Sales Taxes Due

FedTax shall charge the account of Merchant for full amount Tax Remittances Due as collected on a periodic basis based on the dollar volume.

Monthly Tax Remittance Date of Remittance
Up to $100,000 on the 1st business day following the 30th day of the subject service period
$100,001 - 500,000 on the 1st business day following the 15th & 30th day of the subject service period
Over $500,000 on the 1st business day following a given week

EXHIBIT C - TRADEMARKS

See
https://taxcloud.net/logo/

EXHIBIT D - Address of Record for FedTax

The Federal Tax Authority, LLC
ATTN: Legal Department
162 East Avenue, Third Floor Norwalk, CT 06851-5715


EXHIBIT E


E.1 - "TaxCloud Member States"

ArkansasGeorgiaIndianaIowa
KansasKentuckyMichiganMinnesota
NebraskaNevadaNew JerseyNorth Carolina
North DakotaOhioOklahomaRhode Island
South DakotaTennesseeUtahVermont
WashingtonWest VirginiaWisconsinWyoming

E.2 - "TaxCloud Advisory States"

AlabamaAlaskaArizonaCalifornia
ColoradoConnecticutFloridaHawaii
IdahoIllinoisLouisianaMaine
MarylandMassachusettsMississippiMissouri
New MexicoNew YorkPennsylvaniaSouth Carolina
TexasVirginiaWashington DCGuam
Puerto RicoU.S Virgin Islands

E.3 - Automated Compliance States

States for which Merchant has designated TaxCloud to collect Tax Remittances Due and file associated sales tax returns.
Merchant specific setting available when logged into the TaxCloud merchant interface web site

E.4 - Manual Compliance States

States for which Merchant has designated TaxCloud to provide TaxCloud Lookup and associated reports which will be used by Merchant to self prepare associated sales tax returns.
Merchant specific setting available when logged into the TaxCloud merchant interface web site
Copyright 2016 by The Federal Tax Authority, LLC - FORM TOS 1.4.4

 

TaxCloud e-Commerce Platform and Payment Processing Partners

TaxCloud is already integrated with many shopping carts, so activating TaxCloud can be as easy as checking a box.
Join our TaxCloud Partner Program

Contact us by emailing inquiry@taxcloud.net, or call (206) 452-1686, option 1 to learn more.

  • • If you provide shopping cart, order management, or ERP systems we want to work with you!
  • • If you develop custom software for your clients' online stores we want to work with you!
  • • If you operate a hosted marketplace for online retailers we want to work with you!
  • • If you provide payment processing services for online retailers we want to work with you!

By integrating with just five core API calls, you can enable your platform to allow your clients to easily comply with sales tax laws anywhere in the U.S.

Pricing
TaxCloud instantly calculates sales tax for every address in the United States.
Our pricing options are pretty simple:
Most Popular
Automated Compliance
Free
TaxCloud is free when you use our Automated Compliance service, which includes registration, calculation, filing, and remittance, as well as entity exemptions certificates, jurisdictional notice responses, and audit inquiries — for the 24 states* that have certified TaxCloud.

TaxCloud can also handle sales tax calculation at the time-of-sale and report generation for any (or all) of the remaining 21 states. We just cannot file your sales tax returns or remit sales tax proceeds in those states. We provide reports that you can use to file sales tax returns on your own.

*Certifying states currently include:
Arkansas, Georgia, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Nebraska, Nevada, New Jersey, North Carolina, North Dakota, Ohio, Oklahoma, Rhode Island, South Dakota, Tennessee, Utah, Vermont, Washington, West Virginia, Wisconsin, and Wyoming.
or
Manual Compliance
$10
 Per Month
TaxCloud is free when you use our Automated Compliance service. However, if you choose not to use our Automated Compliance service, TaxCloud costs $10 per month.

With Manual Compliance you can collect sales tax in one state or all states, the price is still the same: just $10 per month.

In addition:

  1. You must configure the states in which you intend to collect sales tax, and;
  2. You accept full responsibility for all sales tax filing, remittance, and compliance obligations

Note: All accounts have Automated Compliance enabled by default upon registration. You must explicitly turn off Automated Compliance if you want to pay $10/month for Manual Compliance service.
Security Seals TaxCloud is a Streamlined Sales Tax Certified Service Provider.
Terms of Service - Privacy Policy - Security Policy
© 2009-2016 FedTax. All rights reserved. 2689.20160927.M - US Patent No. 7,730,089 - TaxCloud® is a Registered Trademark of FedTax in the US and other countries.
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