Master Service Agreement

1. General

Except as specifically supplemented in this Agreement, any and all terms and conditions of Terms of Service remain unchanged and in full force and effect. If there is a conflict between the terms of the Terms of Service and this Agreement, this Agreement shall control solely with respect to the Services, fees, and commercial terms described herein, and the Terms of Service shall control in all other respects. Statements of Work executed under this Agreement are incorporated herein. In the event of conflict, the order of precedence is: (1) the applicable SOW for pricing and service levels, (2) this Agreement, and (3) the Terms of Service.

2. Services

2.1. Entity Formation Services

Service Provider offers the preparation, submission, and coordination of business entity formation documents to the applicable state filing authority ("Entity Formation Services.") During the Agreement Term and upon Customer's request, the Service Provider agrees to perform Entity Formation Services on behalf of the Customer.

2.2. Registered Agent Services

During the Agreement Term and upon Customer's request, the Service Provider, or a third party acting on behalf of Service Provider (the "Registered Agent Provider"), agrees to be listed with the state as the designated registered agent of an entity, receive service of process on behalf of an entity, and forward correspondence received to an entity for which it acts as registered agent (the "Registered Agent Services,") for a Customer or a Customer's End Customer at the direction of the Customer.

2.3. Annual Report Services

During the Agreement Term and upon Customer's request, Service Provider may prepare and submit periodic or annual reports, statements, or similar filings required by a state or other governmental authority to maintain an entity in good standing ("Annual Report Services").

2.4. Additional Services

From time to time, Customer may request, or Service Provider may perform, services that are ancillary to, necessary for, or reasonably related to the Services expressly described in this Agreement, including administrative, coordination, or filing-related services that are not separately enumerated herein ("Additional Services").

Additional Services may be requested through Service Provider's platform, in writing, or through other agreed ordering methods, and shall be subject to the terms of this Agreement, including all disclaimers, limitations of liability, and payment obligations. Fees for Additional Services will be disclosed to Customer prior to fulfillment or charged in accordance with Service Provider's then-current pricing.

Service Provider has no obligation to perform Additional Services unless expressly agreed, and nothing in this Agreement obligates Service Provider to provide services not specifically requested by Customer.

2.5 Filing Authorization

Subject to the authorization granted under Section 14 of this Agreement, when ordering Services, you are authorizing us to take all the necessary steps to form the requested entity, act as registered agent, or complete the filing service. This may include, but is not limited to (i) listing you or the End Customer, another authorized representative that has been appointed, or us as the organizer, incorporator or equivalent of a requested entity (ii) affixing the e-signature of you or your End Customer, or the e-signature of the authorized representative you or your End Customer has appointed, to the documents to be filed; (iii) completing formation documents on you or your End Customer's behalf; (iv) filing documents on you or your End Customer's behalf; or (v) removing us as the organizer of your or your End Customer's company.

Service Provider acts solely as a service provider and does not assume any fiduciary duty, agency relationship, or discretionary authority beyond the specific authorizations expressly granted herein. Any such designation of Service Provider as a company's organizer is solely for ministerial filing purposes and does not create an agency, fiduciary, or ownership relationship.

3. Fees and Payment Terms

3.1 Fees

All fees a Customer will be required to pay Service Provider for the performance of services under this Agreement will be determined by a separately executed Statement of Work.

3.2 Registered Agent Fees

The Service Provider will collect the fees related to the Registered Agent Services on behalf of the Registered Agent Provider. Where Service Provider facilitates payment collection or administrative coordination for Registered Agent Services on behalf of a Registered Agent Provider, such facilitation does not create an agency or partnership relationship.

Customer understands and agrees that Registered Agent Services are a recurring service, and that for each Registered Agent Appointment, Customer agrees that they are solely responsible for making payments on an annual basis until that Registered Agent Appointment is cancelled under Section 4 below. The annual payment for a Registered Agent Appointment will be set by the Statement of Work that is in effect at the time the annual payment becomes due.

Customer further acknowledges that they will be responsible for that payment until Service Provider, or a third party acting on behalf of Service Provider, is replaced as the acting registered agent in accordance with the provisions of this Agreement.

3.3 Government Filing Fees

For every instance of Entity Formation Services and Annual Report Services, Customer agrees that they are solely responsible for the payment of any state or federally required fees, or statutory charges (collectively the "Government Filing Fees") and will remit the Government Filing Fees to Service Provider. Any government filing fee information provided by Service Provider constitutes an estimate and is non-binding, and, in the event that additional funds are required by a federal or state agency in connection with an instance of Entity Formation Services or Annual Report Services, the Customer remains responsible for the actual fees incurred.

3.4 Expedited Processing Fees

For every instance of Entity Formation Services or Annual Report Services where the Customer requests expedited processing at the state level, Customer agrees that they are solely responsible for the payment of any expedited processing fees ("Expedited Processing Fees") and will remit the Expedited Processing Fees to the Service Provider. Any expedited processing fee information provided by Service Provider constitutes an estimate and is non-binding, and, in the event that additional funds are required by a federal or state agency in connection with an Entity Formation or Annual Report Filing, the Customer remains responsible for the actual fees incurred.

3.5 Expedited Handling Fees

Customer may request expedited handling by Service Provider for Entity Formations or Annual Report Filings where available ("Expedited Handling"). Expedited handling fees apply when Customer requests Expedited Handling, whether through the Service Provider's platform or otherwise. Expedited Handling fees are in addition to standard service fees and any Government Filing Fees. Expedited handling fees are earned upon commencement of processing and are non-refundable. Expedited Handling refers solely to Service Provider's internal administrative prioritization and is separate from any governmental expedited processing fees described in Section 3.4.

3.6 Payment Terms

All payments shall be made through the Service Provider's designated payment method or authorized platform. Fees are due prior to commencement of the applicable Services, unless otherwise agreed in writing.

3.7 Effect of Nonpayment or Partial Payment

Service Provider may suspend Services for non-payment in accordance with this Agreement. If you make or authorize less than the full fee, any accepted payment by Service Provider will be considered an incomplete order until full payment is made by you. If full payment is not timely received by us for the initial order or for any renewal, we and our third-party providers reserve the right, in our discretion, to terminate your Registered Agent Services. We may also, in our sole discretion, continue to serve as a registered agent and continue to invoice you for its fees along with any applicable late payment fees or charges. You are fully responsible for any and all consequences related to the termination of Registered Agent Services. The Registered Agent Provider, Service Provider and its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents or representatives are NOT liable or responsible for any damage or inconvenience caused or alleged to be caused by termination.

4. Cancellations and Refunds

4.1 Scope

Cancellation, correction and refund obligations herein apply solely to the Customer. End Customers have no direct right to cancellation, corrections or refunds.

4.2 Filing Errors

If you believe there was an error in the ministerial preparation or filing of documents caused solely by Service Provider, you must notify Service Provider at [email protected] within sixty (60) days of purchase. Service Provider's sole obligation in such case is to correct the error at no additional charge.

4.3 Service Cancellation

Customer may provide notice that they wish to cancel an Entity Formation at any point up until the formation documents have been submitted to the State. You may notify us to cancel a Registered Agent Appointment at any time. If the appointment has not yet been filed with the applicable Secretary of State, or similar office, the appointment will be cancelled. If the Registered Agent Appointment has been submitted to a Secretary of State, or similar office, then Customer acknowledges that they may be required to provide proof to the Registered Agent Provider that a new registered agent has been designated with the appropriate state agency. If proof of a substitute registered agent is not received by the renewal date, we may charge you the full fee for the renewal term.

4.4 Refund

Customer acknowledges and agrees that service fees and associated Government Fees are non-refundable once an Entity Formation or Annual Report Filing request is submitted to Service Provider. Customer acknowledges that we are out of pocket, time and money for accepting an order with the intent to do the work. Furthermore, Customer acknowledges and agrees that the initial Registered Agent Service Fees are refundable only if the request is cancelled prior to the registered agent appointment being filed with the applicable Secretary of State, and any recurring charge associated with the Registered Agent Service is only refundable if the request is made within 30 days of the charge and a new registered agent is appointed in accordance with section 4.3. If an instance of the Registered Agent Service is cancelled prior to the expiration of its term, you are not entitled to a pro-rata refund. Notwithstanding anything in this section, Service Provider reserves the right to issue refunds at its discretion.

5. Customer Representations and Warranties

Customer represents and warrants:

• Customer is a duly organized and validly existing business entity;
• This Agreement is executed by an authorized representative of such entity that has the full power and authority to bind the entity to these terms to perform all obligations contemplated herein;
• All registration information and other information provided by the Customer including information submitted to government agencies, will be true, accurate, complete, and current;
• All required rights, permissions, disclosures, and consents necessary from an End Customer, including all obligations related to End Customer Personal Data and Applicable Data Protection Laws as set forth in this Agreement, will have been obtained by the Customer before the Customer requests any of Service Provider's Services involving that End Customer;
• All risks and responsibilities associated with such changes, including any impact on End Customers or the Customer's downstream obligations, remain solely with the Customer; and
• Your payment and other information will be kept current during the term of this Agreement.

Customer acknowledges that it has not relied on any representations, guarantees, or statements not expressly set forth in this Agreement or an applicable SOW.

6. Service Provider Representations and Warranties

Service Provider represents and warrants: Service Provider shall perform requested Services by Customer in a commercially reasonable time and manner.

7. Customer Acknowledgements

Customer acknowledges and agrees that:

• Service Provider's obligation with respect to an Entity Formation ceases when we file documents with the appropriate government agencies;
• Service Provider relies on the information you provide to us for preparation and submission without independent verification as to the information's accuracy or completeness;
• Any benefit conferred upon an End Customer occurs solely through their relationship to the Customer and does not create a direct contractual relationship between Service Provider and the End Customer.
• No End Customer agreement, platform terms, or downstream document may alter the scope of Services, allocation of risk, or remedies between Service Provider and the Customer;
• Customer acknowledges that Service Provider relies entirely on Customer for the lawful collection and disclosure of any Personal Data provided from End Customers.
• Registered agent services include the mailing of mail to you or your End Customers; it does not warrant that all services of process or other legal mail will never be misdelivered. In such cases we are not liable to the intended recipient. We will make our best efforts to notify both the intended recipient and the unintended recipient promptly on discovery of the error and seek prompt retrieval of the item from the unintended recipient;
• While certain Services may control where and to whom certain notices are sent, any notices from the registered agent will be uploaded to your account with us with a notification to the email we have on file.
• The address for the registered agent is for use by the registered agent and IS NOT TO BE USED AS A BUSINESS ADDRESS. We have no obligation to forward any items received pursuant to any unauthorized use of a registered agent's address (the "Registered Address") and neither the registered agent nor us assumes liability to you or any other party for loss of such items. You assume all liability for such losses regardless of whether you had approved or initiated the unauthorized use. We may seek reimbursement from you for any and all costs incurred in connection with the unauthorized use of the registered agent address. You agree not to represent or misleadingly suggest, whether orally, in writing, photographically, or otherwise, that the registered agent address is your place of business, your location of operations or business records, or is a physical address at which third parties can find you. You may not list the registered agent address in your company's public media, including in or on business cards, brochures, websites, or emails.

8. Term and Termination

8.1 Term

This Agreement shall remain in effect from the Agreement Effective Date for a period of one year (the "Initial Term") and shall thereafter renew for successive one-year periods (each a "Subsequent Term") until either party provides no more than 10 days' notice to the other party to terminate the Agreement (the "Agreement Term"). Service Provider may terminate the Agreement without notice for a violation of the Terms of Service or this Agreement.

8.2 Effect of Termination

Upon termination, you shall remain liable for all amounts payable under this Agreement due up to and including the date of termination. Termination shall not relieve either party of any obligations or liabilities that, by their nature or express terms, survive termination. Termination of this Agreement does not terminate a Registered Agent Appointment until a substitute registered agent is properly designated with the applicable state authority.

9. Privacy and Data Processing

9.1 Definitions

"End Customer Personal Data" means any information relating to an identified or identifiable natural person End Customer that is processed in connection with the Services.

"Applicable Data Protection Laws" means all laws and regulations applicable to the processing of End Customer Personal Data under this Agreement, including, where applicable, U.S. state privacy laws such as the CCPA/CPRA.

"Process" or "Processing" has the meaning given under Applicable Data Protection Laws.

9.2 Roles of the Parties

For purposes of Applicable Data Protection Laws, Customer acts as the data controller or business with respect to End Customer Personal Data, and Service Provider acts solely as a data processor or service provider for End Customer Personal Data. Service Provider processes End Customer Personal Data solely on behalf of and at the direction of Customer for the purpose of performing the Services. Notwithstanding anything to the contrary, Service Provider acts as an independent data controller with respect to personal data collected directly from Customer for account administration, billing, authentication, service communications, fraud prevention, compliance, and recordkeeping purposes. The use, collection and disclosure of Customer's Personal Data is controlled by the Privacy Policy.

9.3 Permitted Processing

Service Provider shall process End Customer Personal Data solely as necessary to perform the Services requested by Customer, including entity formation, registered agent services, annual report filings, or other government filings, and for no other purpose.

9.4 Customer Representations

Customer represents and warrants that:

• it has a lawful basis to collect, use, and disclose all End Customer Personal Data provided to Service Provider;
• it has provided all required notices and obtained all required consents from its data subjects;
• all End Customer Personal Data provided is accurate and complete; and
• it will not provide Service Provider with sensitive or special category data unless expressly agreed in writing.

9.5 Data Security

Service Provider shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect End Customer Personal Data against unauthorized access, disclosure, alteration, or destruction.

9.6 Sub-processing

Customer authorizes Service Provider to engage third parties to process End Customer Personal Data as necessary to perform the Services. Service Provider remains responsible for such sub-processor's compliance with obligations materially consistent with this Agreement.

9.7 Data Subject Requests

Customer is solely responsible for responding to requests from data subjects. Service Provider shall provide commercially reasonable assistance, where legally required, at Customer's expense.

9.8 Security Incidents

Service Provider shall notify Customer without undue delay after becoming aware of a Personal Data breach affecting End Customer Personal Data processed under this Agreement and shall provide information reasonably necessary for Customer to comply with applicable law.

9.9 Retention

Service Provider may retain End Customer Personal Data for the duration of the Services and thereafter as required by law, regulation, or legitimate business purposes. Upon termination of the Services, End Customer Personal Data will be deleted or anonymized within a commercially reasonable period, unless retention is required by law.

9.10 No Sale or Sharing

Service Provider does not sell or share End Customer Personal Data, and does not process End Customer Personal Data for cross-context behavioral advertising or any purpose other than providing the Services.

9.11 Limitation of Liability

All claims arising out of or relating to End Customer Personal Data or privacy obligations under this Agreement are subject to the disclaimers, exclusions, and limitations of liability set forth in Sections 11 and 12.

10. Disclaimer of Warranties

We do not guarantee, represent or warrant that your use of Services will be uninterrupted, timely, secure, or error-free. We do not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. We do not guarantee acceptance, approval, or processing times by any government agency. We do not guarantee filing acceptance, approval, processing times, or outcomes by any governmental authority, regardless of whether Expedited Handling is requested or required. All products and services delivered to you are provided 'as is' and 'as available' for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

11. Limitation of Liability

To the maximum extent permitted by law, Service Provider's aggregate liability arising out of or relating to this Agreement shall not exceed the amounts paid by the Customer to Service Provider under the applicable Payment Terms Agreement during the twelve (12) months preceding the event giving rise to the claim. In no case shall Service Provider, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers, or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from or related to your use of the Services.

12. End Customer Disputes

You agree to indemnify, defend and hold harmless Service Provider and its parent, subsidiaries, affiliates, partners, members, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any of your End Customers arising out of or related to your use of the Services.

13. License

We grant the Customer a limited, personal, non-exclusive, non-transferable license to use our Services, which may include the use of certain forms that are created by you based on information provided to you and the use of our automated systems (the "Forms") for the Customer's use or the use of a Customer's End Customer. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Forms in any manner, except for modifications in filling out the Forms for your authorized use.

14. Authorization

You acknowledge that by requesting Services from Service Provider, whether electronically, by telephone, or otherwise, and paying any required fee, you authorize Service Provider, and its agents, to prepare, execute, and submit documents, electronically or otherwise, on your behalf and, where applicable, on behalf of any End Customer, solely as necessary to perform the ordered Services.

You represent and warrant that all authority, consent, and approval from any End Customer or entity owner necessary to grant this authorization shall be obtained by you from the End Customer or entity owner. You agree to indemnify and hold Service Provider harmless from any claim arising out of or related to a lack of such authority.

15. Governing Law and Dispute Resolution

15.1 Definitions

For the purposes of this Section, references to "Service Provider," "we," and "us" include Service Provider's subsidiaries, affiliates, agents, employees, business partners, predecessors in interest, successors, and assigns. References to "you" mean the Customer.

For the purposes of this Section, a "Dispute" is defined as "Any dispute, claim or controversy between you and Service Provider, its members, officers, directors, agents, parent companies and affiliated companies that arises out of or relates to this Agreement or use of the Services, or otherwise regarding any aspect of your relationship with Service Provider that has accrued or may thereafter accrue based on this, whether based in contract, statute, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence or any other intentional tort), or any other legal or equitable theory.

15.2 Governing Law

The arbitrability of any Dispute is governed by the Federal Arbitration Act and not any state laws applicable to arbitrations. Regarding the substantive law of any Disputes, to the maximum extent authorized by law, the laws of the State of Texas govern the non-arbitration-related interpretation of this Agreement and the substantive law of any Dispute, regardless of conflict of laws principles.

15.3 Arbitration

Any Dispute shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, except as expressly provided below. This arbitration agreement evidences a transaction involving interstate commerce and is governed by the Federal Arbitration Act (9 U.S.C. 1-16).

ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA RULES.

All determinations as to the scope, interpretation, enforceability, and validity of this arbitration agreement and to resolve any Dispute shall be made final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction. This arbitration provision shall survive: i) the termination of the Agreement between you and us; or ii) the bankruptcy of any party. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force.

NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION, OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE.

Unless otherwise agreed by the parties, the arbitration shall be conducted in Harris County, Texas, or, at Service Provider's election, by remote means (including video or telephonic hearing) in accordance with AAA rules. The arbitrator may award any relief that would be available in an individual action in a court of law, subject to the limitations set forth in this Agreement.

The arbitrator may award costs and fees as permitted under applicable law or the AAA rules. The prevailing party in any Dispute shall be entitled to recover its reasonable attorneys' fees, costs, and expenses incurred in connection with such Dispute, including any arbitration, court proceeding, action to compel arbitration, or action to enforce or confirm an arbitration award, in addition to any other relief to which such party may be entitled. The arbitrator or court is expressly authorized to award such fees and costs notwithstanding any limitation in the AAA rules.

If the Dispute is not arbitrated by the choice of the parties or a court does not compel arbitration if either party elects to arbitrate for whatever reason, the Dispute will be decided by a court without any right by either party to a trial by jury. Any such court proceeding, including any efforts to compel arbitration or initially filed lawsuits that arise out of or relate to this Agreement or use of the Sites, shall be decided exclusively by a court of competent jurisdiction located in Houston, Harris County, Texas. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL in any such proceeding.

This Section does not create a direct arbitration agreement between Service Provider and any End Customer.

16. Severability

In the event that any provision of this Agreement is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law or, if not enforceable as written, shall be deemed modified to the extent necessary to make it enforceable. Any unenforceable portion shall be deemed to be severed from this Agreement, and such determination shall not affect the validity and enforceability of any other remaining provisions of this Agreement.