Seller Tax Compliance Agreement

Overview & Purpose

This Seller Tax Compliance Agreement (“Agreement”) establishes the tax-related obligations, certification requirements, and reporting standards for all third-party sellers operating on the Upmos Marketplace. Compliance with this Agreement is mandatory for all sellers and is a prerequisite for receiving payouts.

Upmos Entity: Upmos Services LLC, 9896 Bissonnet St, Houston TX 77036, USA

Contact: vendors@upmos.com | (855) 637-2433 (855-MERCHED)

Tax EIN: Available upon request for sellers requiring tax documentation

This Agreement is incorporated by reference into the Marketplace Participation Agreement (MPA). Sellers are responsible for their own tax compliance and should consult with a qualified tax professional regarding their specific obligations.

Important Disclaimer: Upmos does not provide tax advice. The information in this Agreement is for informational purposes and does not constitute legal or tax guidance. Sellers are solely responsible for understanding and complying with all applicable tax laws.

Definitions

• TIN (Taxpayer Identification Number): A Social Security Number (SSN), Employer Identification Number (EIN), or Individual Taxpayer Identification Number (ITIN) used for U.S. tax reporting
• W-9 (Request for Taxpayer Identification Number): IRS form required from U.S. persons to certify their TIN and backup withholding status
• W-8BEN / W-8BEN-E: IRS forms for foreign individuals (W-8BEN) and entities (W-8BEN-E) to certify foreign status and claim tax treaty benefits
• GIIN (Global Intermediary Identification Number): A unique identification number assigned by the IRS under FATCA to registered foreign financial institutions and certain other entities, used to establish FATCA compliance status for chapter 4 withholding purposes
• 1099-K: IRS information return reporting gross payment card and third-party network transactions exceeding the federal threshold
• Marketplace Facilitator: A legal designation under state tax laws requiring the marketplace (Upmos) to collect and remit sales tax on behalf of its sellers in applicable jurisdictions
• Economic Nexus: A tax obligation created when a seller exceeds a state’s sales threshold (typically $100,000 in sales or 200 transactions) within the state
• Sales Tax: A consumption tax imposed by state and local governments on the sale of goods and certain services
• Use Tax: A tax on goods purchased out-of-state for use within the taxing state, typically at the same rate as sales tax
• VAT (Value Added Tax): A consumption tax applied at each stage of production, used in the EU and many international jurisdictions
• GST (Goods and Services Tax): A consumption tax used in countries including Canada, Australia, India, and others
• IOSS (Import One-Stop Shop): An EU VAT simplification scheme enabling non-EU sellers to register in a single EU member state to collect, declare, and remit VAT on cross-border distance sales of goods valued at €150 or less to EU consumers
• Backup Withholding: A 24% withholding by Upmos on seller payouts when the seller fails to provide a valid TIN or the IRS notifies Upmos that the TIN is incorrect
• Bloom Dashboard: The Upmos seller portal and administration interface (accessible at vendors.upmos.com) where sellers manage their account, listings, payouts, tax documentation, and compliance settings
• Signals: The in-platform messaging system within the Bloom Dashboard used by Upmos to deliver platform updates, compliance notices, and account notifications directly to sellers
• GoCargo: Upmos’s fulfillment and logistics service providing warehousing and inventory storage across multiple U.S. states; storage through GoCargo may create sales tax nexus in the applicable state(s)

Tax Certification & W-9/W-8BEN

U.S. Sellers — W-9 Requirement

All U.S.-based sellers (individuals, sole proprietors, LLCs, partnerships, corporations, trusts) must submit a completed IRS Form W-9 before receiving their first payout. The W-9 must include:

• Legal name (as shown on tax return)
• Business name (if different from legal name)
• Federal tax classification (individual, C Corp, S Corp, Partnership, Trust, LLC)
• Taxpayer Identification Number (SSN, EIN, or ITIN)
• Certification signature and date

International Sellers — W-8BEN / W-8BEN-E Requirement

All non-U.S. sellers must submit the appropriate W-8 form:

Certification Timeline

• New Sellers: W-9 or W-8 must be submitted during the onboarding process, before the first payout is released
• Renewal: W-8 forms expire every 3 years; sellers must re-certify before expiration or payouts will be held. Upmos will notify sellers via Signals messaging and email at least 60 days before their W-8 expiration date.
• Updates: If any information on the W-9 or W-8 changes (name, TIN, business structure), a new form must be submitted within 30 days
• Failure to Submit: Sellers who do not provide valid tax certification within 30 days of account creation will have payouts held and may be subject to 24% backup withholding

TIN Verification

Upmos verifies all submitted TINs through the IRS TIN Matching Program. If a TIN fails verification:

1. 1. Seller is notified via Signals messaging and email within 5 business days
   2. Seller has 30 days to submit a corrected W-9 with accurate TIN
   3. If not corrected within 30 days, 24% backup withholding begins on all payouts
   4. After 120 days of unresolved TIN mismatch, the seller account may be suspended

Tax Information Data Security

Upmos treats all tax identification information (SSN, EIN, ITIN, foreign TINs) as sensitive personal data subject to the following protections:

1. • All TIN data is encrypted at rest using AES-256 encryption and in transit using TLS 1.3 or higher
   • Access to TIN data is restricted on a need-to-know basis to authorized personnel only, subject to access controls and audit logging
   • TINs are masked in all internal systems and communications where the full number is not required for processing
   • In the event of a data breach that may have compromised seller TIN data, Upmos will notify affected sellers within 72 hours of becoming aware of the breach, in accordance with applicable data protection laws
   • Seller tax data is handled in accordance with Upmos’s Privacy Policy and applicable data protection regulations

Sales Tax Collection & Remittance

Marketplace Facilitator Collection

As of the effective date of this Agreement, Upmos acts as a Marketplace Facilitator in all U.S. states and territories that have enacted marketplace facilitator legislation. In these jurisdictions, Upmos:

• Calculates the applicable sales tax rate based on the buyer’s shipping address
• Collects sales tax from the buyer at checkout
• Remits collected sales tax directly to the applicable taxing authority
• Files required sales tax returns on behalf of the marketplace transaction

States Where Upmos Collects Sales Tax

Upmos currently collects and remits sales tax as a marketplace facilitator in all 45 states plus Washington D.C. that impose a general sales tax (all states except Alaska, Delaware, Montana, New Hampshire, and Oregon, which impose no general state-level sales tax). Note: Alaska has no state sales tax but permits local jurisdictions to impose their own sales taxes; Upmos collects and remits applicable Alaska local sales taxes in local jurisdictions that have enacted marketplace facilitator requirements.

Seller Responsibilities Regarding Sales Tax

• Product Taxability: Sellers must accurately classify their products using Upmos’s product taxonomy, including indicating whether items are exempt from sales tax (e.g., groceries, clothing in certain states, medical devices)
• Tax-Exempt Items: Sellers must flag items that qualify for tax exemptions in specific jurisdictions (clothing under $110 in New York, groceries in Texas, etc.)
• Direct Sales: Sales made outside the Upmos platform (direct website, in-person) are NOT covered by Upmos’s marketplace facilitator collection — sellers are responsible for their own sales tax compliance on non-Upmos transactions
• Product Tax Codes: Sellers must assign correct product tax codes (PTCs) to each listing; incorrect PTCs that result in under-collection are the seller’s financial responsibility

Marketplace Facilitator Laws

What Marketplace Facilitator Means for Sellers

Under marketplace facilitator laws, Upmos assumes the legal obligation to collect and remit sales tax for marketplace transactions. This means:

• Sellers generally do not need to register for sales tax permits in states where they sell exclusively through Upmos (unless the state requires it)
• Sellers do need their own sales tax registrations for sales made outside of Upmos
• Some states (California, Colorado, Louisiana, Oklahoma, South Carolina) still require marketplace sellers to register even when the marketplace facilitator collects the tax — sellers should consult their tax advisors

Upmos’s Marketplace Facilitator Obligations

• Register in all applicable jurisdictions as a marketplace facilitator
• Calculate correct tax rates including state, county, city, and special district taxes
• Collect tax at the point of sale
• File timely returns and remit taxes to each jurisdiction
• Maintain records of all tax collected and remitted for a minimum of 7 years
• Respond to and cooperate with state tax audits

1099-K Reporting

Federal Reporting Thresholds

Upmos is required to file IRS Form 1099-K for sellers who meet the federal reporting threshold:

What the 1099-K Reports

• Gross Payment Amount: Total payments processed through Upmos, BEFORE deductions for fees, refunds, shipping, or adjustments
• Number of Transactions: Total transaction count for the reporting year
• Monthly Breakdown: Gross payments broken down by month

1099-K Timeline

• January 31: Upmos issues 1099-K forms to qualifying sellers via the Bloom Dashboard and U.S. Mail
• February 28 (March 31 if e-filing): Upmos files 1099-K forms with the IRS
• Electronic copies are available in the Bloom Dashboard under Tax Documents section year-round

Seller Tax Reporting Responsibilities

• Sellers must report all income from Upmos sales on their federal and state tax returns, regardless of whether a 1099-K is issued
• Sellers should reconcile their 1099-K with their own sales records, noting that the 1099-K reports gross amounts before fees and refunds
• Discrepancies should be reported to Upmos at vendors@upmos.com by February 15 for correction before IRS filing

State-Level 1099-K Reporting

Several states impose independent 1099-K reporting requirements with thresholds that may differ from the federal threshold. Upmos complies with applicable state-level filing requirements. Sellers in the following states may receive a state-issued 1099-K from Upmos even if they do not meet the federal threshold:

• Massachusetts: $600 in gross payments
• Vermont: $600 in gross payments
• Maryland: $600 in gross payments
• Washington D.C.: $600 in gross payments
• Illinois: $1,000 in gross payments and 4 or more transactions

Sellers are encouraged to consult a qualified tax professional regarding state-level 1099-K obligations in their specific jurisdictions.

State Nexus & Registration

Economic Nexus

While Upmos handles marketplace facilitator sales tax collection, sellers may still have independent economic nexus obligations if they sell through other channels. Common economic nexus thresholds:

Physical Nexus

Sellers with physical presence (office, warehouse, employees, inventory storage) in a state have physical nexus and must complete Tax Registration for sales tax in that state regardless of sales volume. GoCargo inventory storage may create nexus — sellers using GoCargo should confirm with their tax advisors which states their inventory is stored in.

Income Tax Nexus

Economic nexus for sales tax purposes may also trigger state income tax filing obligations. Sellers should consult with a tax professional regarding state income tax nexus triggered by marketplace sales.

International Tax Obligations

VAT & GST Compliance

• European Union: Sellers shipping to EU countries must comply with EU VAT rules. Upmos collects and remits VAT on sales to EU consumers under the Import One-Stop Shop (IOSS) scheme for shipments valued at €150 or less
• United Kingdom: Upmos collects and remits UK VAT on sales to UK consumers for shipments valued at £135 or less
• Canada: Upmos collects and remits GST/HST on sales to Canadian consumers as a registered non-resident vendor
• Australia: Upmos collects and remits GST on sales to Australian consumers for shipments valued at AUD $1,000 or less

Withholding Tax on International Sellers

International sellers without a valid W-8BEN/W-8BEN-E are subject to the following withholding rates:

Tax-Exempt Purchases

Tax-Exempt Buyer Verification

Buyers claiming tax-exempt status must provide valid exemption documentation through the Upmos platform:

• State-issued sales tax exemption certificate
• Federal tax-exempt organization letter (IRS Determination Letter for 501(c)(3) organizations)
• Resale certificate for wholesale purchases
• Government purchase orders for government entity purchases

Sellers are not responsible for verifying buyer tax-exempt status — Upmos validates all exemption certificates before applying tax-exempt treatment.

Tax Audits & Records

Record Retention Requirements

• Sellers must maintain accurate financial records of all Upmos transactions for a minimum of 7 years
• Records must include: order details, payment receipts, refund records, 1099-K forms, W-9/W-8 forms, and sales tax documentation
• Electronic records are acceptable if they are complete, accurate, and accessible upon request

Cooperation with Tax Audits

• If a state or federal tax authority audits Upmos’s marketplace transactions, sellers must cooperate fully and provide requested documentation within 30 days
• Upmos will notify affected sellers within 10 business days of receiving an audit notice that pertains to their transactions
• Sellers are responsible for any tax deficiencies, penalties, or interest resulting from their own tax non-compliance

Seller Audit Rights

Sellers have the right to request an annual accounting statement from Upmos documenting the total sales tax collected from buyers and remitted to taxing authorities on their behalf during the preceding twelve (12) months. Requests must be submitted in writing to vendors@upmos.com (subject line: Tax Remittance Accounting Request). Upmos shall provide the requested accounting within thirty (30) business days. This right of accounting is limited to Upmos’s marketplace facilitator remittances and does not extend to other sellers’ data or confidential business information.

Penalties & Non-Compliance

• The specific violation being contested;
• Supporting documentation or explanation;
• The remedy requested.

Tax Law Changes & Updates

Tax laws are subject to frequent change at federal, state, and international levels. Upmos will:

• Monitor and implement changes to marketplace facilitator laws as they are enacted
• Update 1099-K reporting thresholds as IRS rules evolve
• Notify sellers of material tax law changes that affect their obligations via Signals messaging and email at least 30 days before implementation, or as promptly as practicable where the effective date of the change allows for less than 30 days’ advance notice
• Provide updated guidance in the Bloom Dashboard Tax Resources section

Contact & Resources

• Tax Support: vendors@upmos.com (subject line: Tax Inquiry)
• Phone: (855) 637-2433 (855-MERCHED)
• Bloom Dashboard: Tax Documents section for 1099-K, W-9 submission, and tax reporting tools
• IRS Resources: www.irs.gov