Terms of Service

1. Website Terms

By agreeing to these Terms of Service, you represent and warrant that:

• If you are requesting services for or on behalf of an End Customer, you have obtained all authority, consent, and approval necessary to request such Services and authorize Quoin Compliance to perform the Services contemplated by these Terms on behalf of that End Customer;
• You are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence, and you have given us your consent to allow any of your minor dependents to use this site. No one under the age of 13 may use this site.
• You will not use the Website or Services for any illegal or unauthorized purpose or in violation of any applicable law or regulation.
• You must not transmit any worms or viruses or any code of a destructive nature.

Any breach of these Terms by you may result in suspension or termination of Services at Quoin Compliance's discretion.

2. General Conditions

We reserve the right to refuse or suspend access to the Service at any time and in our sole discretion.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service, or any contacts on the website through which the Service is provided without express written permission by us.

The services provided by Quoin Compliance consist of automated document preparation, filing facilitation, and administrative support. Although the Service may include general legal and tax information, such information is for general informational purposes only and is not specifically tailored to provide any professional advice to a particular individual.

No attorney-client, tax advisor-client, or other licensed professional relationship is created between you and Quoin Compliance. Quoin Compliance is not a law firm and does not provide either tax or legal advice. You are responsible for determining whether to seek advice from a licensed professional.

Any review performed by Quoin Compliance incidental to the provision of services is limited to a review for completeness, errors, and inconsistencies, but does not include a review for legal sufficiency, or tax advice.

3. Accuracy, Completeness, and Timeliness of Information

We are not responsible if information made available on this site is not accurate, complete, or current. The material on this site is provided for general informational purposes only and should not be relied upon or used as the sole basis for making decisions. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

4. Modifications to the Service and Prices

We reserve the right to modify, suspend, or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.

5. Products or Services

We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to discontinue any product or service at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations or that any errors in the Service will be corrected.

All fees a Customer will be required to pay Quoin Compliance for the performance of services will be determined by the then-current prices listed on the Website. All payments shall be made through Quoin Compliance's designated payment method or authorized platform. Fees are due prior to commencement of the applicable services, unless otherwise agreed in writing.

Entity Formation Services

Quoin Compliance offers the preparation, submission, and coordination of business entity formation documents to the applicable state filing authority ("Entity Formation Services.")

Annual Report Services

Upon Customer's request, Quoin Compliance 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").

Registered Agent Services

At the Customer's request, Quoin Compliance, or a third-party registered agent provider engaged or coordinated by Quoin Compliance (the "Registered Agent Provider"), may 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.

Quoin Compliance will collect the fees related to the Registered Agent Services on behalf of the Registered Agent Provider. Where Quoin Compliance 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 27 below. The annual payment for a Registered Agent Appointment will be the then-current prices listed on the Website in effect at the time the annual payment becomes due.

Customer further acknowledges that they will be responsible for that payment until Quoin Compliance, or the third party acting on behalf of Quoin Compliance, is replaced as the acting registered agent in accordance with the provisions of these Terms of Service.

Expedited Handling

Customer may request expedited handling by Quoin Compliance for filings where available ("Expedited Handling"). Quoin Compliance will use commercially reasonable efforts to process requested Expedited Handling requests within the timeframe referenced on the website at the time the Expedited Handling is requested. This timeframe is an internal administrative target only, does not constitute a guarantee, and is subject to the limitations and disclaimers set forth in these Terms of Service. This timeframe does not include delays caused by governmental authorities, third-party providers, Customer response times, holidays, weekends, or events outside Quoin Compliance's reasonable control.

Expedited handling fees apply when Customer requests Expedited Handling, whether through Quoin Compliance'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.

Additional Services

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

Additional Services may be requested through Quoin Compliance's platform, in writing, or through other agreed ordering methods, and shall be subject to the terms of these Terms of Service, 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 Quoin Compliance's then-current pricing.

Quoin Compliance has no obligation to perform Additional Services unless expressly agreed, and nothing in these Terms of Service obligates Quoin Compliance to provide services not specifically requested by Customer.

6. Government Filing Fees

For every instance of Entity Formation Services, Annual Report Services, or other service the Customer requests that involves the submission of a document to state or federal agency, 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 transfer the Government Filing Fees to Quoin Compliance. Any government filing fee information provided by Quoin Compliance 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, Annual Report Services, or other service the Customer requests that involves the submission of a document to state or federal agency, the Customer remains responsible for the actual fees incurred.

For every instance where the Customer requests expedited processing at the state or federal level in connection with requested services, 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 Quoin Compliance. Any Expedited Processing Fee information provided by Quoin Compliance 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 a requested filing, the Customer remains responsible for the actual fees incurred.

7. Authorization

The Customer acknowledges that by requesting Services from Quoin Compliance, whether electronically, by telephone, or otherwise, and paying any required fee, a Customer authorizes Quoin Compliance, and its agents, to prepare, execute, and submit documents, electronically or otherwise, on the Customer's behalf and, where applicable, on behalf of any End Customer, solely as necessary to perform the ordered Services.

The Customer represents and warrants that all authority, consent, and approval from any End Customer or entity owner necessary to grant this authorization shall be obtained by the Customer from the End Customer or entity owner. The Customer agrees to indemnify and hold Quoin Compliance harmless from any claim arising out of or related to a lack of such authority.

When requesting Services, the Customer is authorizing us to take all the necessary steps to form a requested entity, act as registered agent, or complete the filing service. This may include, but is not limited to (i) listing the Customer 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 the Customer or Customer's End Customer, or the e-signature of the authorized representative Customer or Customer's End Customer has appointed, to the documents to be filed; (iii) completing formation documents on the Customer or Customer's End Customer's behalf; (iv) filing documents on the Customer or Customer's End Customer's behalf; or (v) removing us as the organizer of the Customer or Customer's End Customer's company.

Quoin Compliance acts solely as a service provider and, except for the limited authority expressly granted in this Section to perform the ordered Services, does not act as Customer's or any End Customer's agent and does not assume any fiduciary duty, discretionary authority, ownership interest, or other representative capacity. Any designation of Quoin Compliance as an organizer, incorporator, or equivalent is solely for ministerial filing purposes and does not create any authority beyond that expressly granted in this Section.

8. 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.

9. Accuracy of Billing and Account Information

We reserve the right to refuse any order submitted by the Customer. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made.

You agree to provide current, complete, and accurate purchase and account information for all purchases made on our website. You agree to promptly update your account and other information, including your email address, credit card numbers, and expiration dates, so that we can complete your transactions and contact you as needed. If we determine that you have not provided accurate information to us, we reserve the right but are not obligated to cancel the services to you or take whatever commercially reasonable and necessary steps to remedy any harm or wrongdoing caused by such inaccurate information.

10. Optional Tools

We may provide Customers with access to third-party tools over which we have no monitoring, control, or input. You acknowledge and agree that we provide access to such tools "as is" and "as available" without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion. You should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

11. Third-Party Links

Certain content, products, and services available via our Service may include materials from third parties.

Third-party links on this site may direct you to third-party websites that are separate from us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and assume no liability or responsibility for any third-party materials or websites or for any other materials, products, or services of third parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

Please note that we may receive compensation when you click on our partner links and make purchases.

12. User Comments, Feedback, and Other Submissions

If, at our request, you send certain specific submissions (for example, contest entries) or without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party's intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third party, including copyright, trademark, privacy, personality, or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive, or obscene material or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any comments. You are solely responsible for any comments submitted through your account and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third party.

13. Personal Information

As between Quoin Compliance and the Customer, the Customer is the data controller with respect to End Customer personal information, and Quoin Compliance acts solely as a service provider or processor. Your submission of personal information through the website is governed by our Privacy Policy. To view our Privacy Policy, click here.

With regards to an End Customer's personal information, Quoin Compliance represents to Customer that Quoin Compliance:

• Will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect End Customer personal information against unauthorized access, disclosure, alteration, or destruction;
• Will notify Customer without undue delay after becoming aware of a Personal Data breach affecting its End Customer personal information and shall provide information reasonably necessary for Customer to comply with applicable law;
• Does not sell or share End Customer personal information or process End Customer personal information for cross-context behavioral advertising, and will process End Customer personal information only as necessary to provide the Services, comply with applicable law, or for other purposes permitted under these Terms.
• May retain End Customer personal information for the duration of the Services and thereafter as required by law, regulation, or legitimate business purposes.

14. Errors, Inaccuracies, and Omissions

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including, without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website should be taken to indicate that all information in the Service or on any related website has been modified or updated.

15. Customer Representations and Warranties

The Customer represents and warrants:

• If a representative of the Customer is entering into these Terms of Service, that representative has the full power and authority to bind the Customer 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 the collection and use of personal information of End Customers, will have been obtained by the Customer before the Customer requests any of Customer's Services involving that End Customer;
• Customer's payment and other information will be kept current during the term of this Agreement.
• Customer has not relied on any representations, guarantees, or statements not expressly set forth in these Terms of Service or other written Agreement entered into with Quoin Compliance.

16. Customer Acknowledgements

The Customer acknowledges and agrees that:

• Except for any post-filing obligations expressly provided in these Terms, including the correction obligations described in Section 29, Quoin Compliance's obligation with respect to a requested filing ceases when we submit the applicable documents to the appropriate governmental authority;
• Quoin Compliance 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 Quoin Compliance 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 Quoin Compliance and the Customer;
• Customer acknowledges that Quoin Compliance 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 the Customer or any other party for loss of such items. The Customer assumes all liability for such losses regardless of whether the Customer had approved or initiated the unauthorized use. We may seek reimbursement from the Customer for any and all costs incurred in connection with the unauthorized use of the registered agent address. The Customer agrees not to represent or misleadingly suggest, whether orally, in writing, photographically, or otherwise, that the registered agent address is the Customer's place of business, the Customer's location of operations or business records, or is a physical address at which third parties can find the Customer. The Customer may not list the registered agent address in your company's public media, including in or on business cards, brochures, websites, or emails.

17. Prohibited Uses

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content:

• For any unlawful purpose
• To solicit others to perform or participate in any unlawful acts
• To violate any international, federal, provincial or state regulations, rules, laws, or local ordinances
• To infringe upon or violate our intellectual property rights or the intellectual property rights of others
• To harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability
• To submit false or misleading information
• To upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet
• To collect or track the personal information of others
• To spam, phish, pharm, pretext, spider, crawl, or scrape
• For any obscene or immoral purpose
• To interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet

We reserve the right to suspend or terminate access to the Service, in whole or in part, for any violation of these prohibited uses.

18. Disclaimer of Warranties; Limitation of Liability

We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure, or error-free.

We do not warrant that the results that may be obtained from the use of the Service 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.

You acknowledge that from time to time, we may remove the Service for indefinite periods of time or cancel the Service at any time without notice to you.

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.

Your use of, or inability to use, the Service is at your sole risk.

In no case shall Quoin Compliance, 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 Service in any way, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility.

19. Indemnification

You agree to indemnify, defend and hold harmless Quoin Compliance 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 third party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third party. This includes disputes brought by an End Customer arising out of a Customer's use of the Services.

20. Severability

In the event that any provision of these Terms of Service 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 these Terms of Service, and such determination shall not affect the validity and enforceability of any other remaining provisions of these Terms of Service.

21. Effect of Nonpayment or Partial Payment

Quoin Compliance may suspend Services for non-payment. If Customer makes or authorizes less than the full fee, any accepted payment by Quoin Compliance 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 any of Customer's Registered Agent Services. We may also, in our sole discretion, continue to serve as a registered agent and continue to invoice Customer for its fees along with any applicable late payment fees or charges. Customer is fully responsible for any and all consequences related to the termination of Registered Agent Services. The Registered Agent Provider, Quoin Compliance 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.

22. Termination

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by providing written notice to us that you no longer wish to use our Service and ceasing all use of our site.

We may, in our sole discretion, terminate this agreement at any time without notice if you fail, or we reasonably suspect that you have failed, to comply with any term or provision of these Terms of Service. Termination may include revoking your access to the Service.

Upon termination, the Customer shall remain liable for all amounts payable under these Terms of Service 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 the Terms of Service does not terminate a Registered Agent Appointment until a substitute registered agent is properly designated with the applicable state authority.

Termination of these Terms, termination or suspension of particular Services, and termination of a Registered Agent Appointment are separate events. Termination of these Terms does not itself terminate any Registered Agent Appointment. A Registered Agent Appointment continues until the Registered Agent Provider is replaced, resigns, withdraws, or otherwise ceases serving in accordance with applicable law.

23. Survival

All obligations and liabilities of the parties that, by their nature or terms, are intended to survive termination or expiration of this Agreement shall survive. Without limiting the foregoing, the following provisions shall survive any termination or expiration of this Agreement: Disclaimers of Warranties; Limitations of Liability; Indemnification; Intellectual Property Rights; Third-Party Links; User Comments, Feedback and Other Submissions; Governing Law and Dispute Resolution; and any other provisions which by their nature should survive.

24. Entire Agreement

The failure of either party to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service, together with any written agreement entered into between you and Quoin Compliance, if applicable, and any policies expressly incorporated by reference herein, constitute the entire agreement and understanding between you and us and governs the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

In the event of a conflict between these Terms of Service and a separate written agreement executed by Quoin Compliance and Customer, the separate written agreement will control solely with respect to the subject matter of the conflicting provision. No agreement between Customer and an End Customer, or other downstream terms or documents to which Quoin Compliance is not a party, will modify or supersede these Terms.

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

25. Governing Law and Dispute Resolution

For purposes of this Section, references to "Quoin Compliance," "you," and "us" include the parties' respective subsidiaries, affiliates, agents, employees, business partners, predecessors in interest, successors, and assigns, to the extent applicable. For avoidance of doubt, an End Customer is not a party to this Section solely by virtue of receiving or benefiting from Services requested by a Customer.

The arbitrability of any Disputes (as defined below) 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.

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. This arbitration agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16).

All determinations as to the scope, interpretation, enforceability, and validity of this Agreement 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; 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.

Right to Opt Out: IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO QUOIN COMPLIANCE, 1814 NORTH MEMORIAL WAY, HOUSTON, TEXAS 77007, ATTN: LEGAL OPT-OUT, AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, AND (3) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION.

Any arbitration will be conducted by the AAA under its Commercial Arbitration Rules. If the value of the dispute is $75,000 or less, its Supplementary Procedures for Consumer-Related Disputes will also apply. On disputes involving $75,000 or less, we will promptly reimburse your filing fees and pay the AAA's and arbitrator's fees and expenses. You agree to commence arbitration only in your county of residence or in Harris County, Texas, US. We agree to commence arbitration only in your county of residence. You may request a telephonic or in-person hearing by following the AAA rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually and only to the extent required to satisfy your individual claim. Nothing herein prohibits Quoin Compliance from asking the arbitrator to award Quoin Compliance all costs of the arbitration, including any Administrative Fees paid on your behalf.

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.

"Dispute" is defined as any dispute, claim or controversy between you and Quoin Compliance, its members, officers, directors, agents, parent companies and affiliated companies that arises out of or relates to the use of the Site or Service, or otherwise regarding any aspect of your relationship with Quoin Compliance that has accrued or may thereafter accrue, whether based in contract, statute (including, but not limited to, any consumer protection statutes, regulation or ordinance), tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence or any other intentional tort).

This Section does not create a direct arbitration agreement between Quoin Compliance and any End Customer.

26. Export Control

You may not access, download, use or export the Service in violation of any applicable United States export laws or regulations or in violation of any other applicable laws or regulations. You agree and acknowledge that you are solely responsible for ensuring that your access to and use of the Service complies with all applicable export laws, sanctions, and regulations. You agree to comply with all such export laws and regulations, and assume sole responsibility for obtaining licenses to export or re-export the Service or any related data.

27. Cancellation

Cancellation rights apply solely to the Customer. End Customers have no direct right to cancellation.

Customer may provide notice that they wish to cancel a service involving filing with a state or federal agency at any point up until the formation documents have been submitted to the appropriate government entity. 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, cancellation of the Registered Agent Services will not become effective until a substitute registered agent has been properly designated with the applicable state authority, or the Registered Agent Provider has otherwise ceased serving in accordance with applicable law. Customer shall provide reasonable evidence of such replacement upon request. If the Registered Agent Provider remains the registered agent as of the renewal date, Customer remains responsible for the applicable renewal fee.

The right to cancel a Service does not necessarily entitle Customer to a refund. Any refund following cancellation is governed exclusively by Section 28.

28. Refund Policy

Refund rights apply solely to the Customer. End Customers have no direct right to refunds.

Customer acknowledges and agrees that service fees and associated Government Fees are non-refundable once an Entity Formation, Annual Report Filing, or other filing request is submitted to Quoin Compliance. 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 27. 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.

29. Filing Errors

Correction rights apply solely to the Customer. End Customers have no direct right to corrections.

If you believe there was an error in the ministerial preparation or filing of documents caused solely by Quoin Compliance, you must notify Quoin Compliance at [email protected] within sixty (60) days of purchase. Subject to applicable law, Quoin Compliance's sole and exclusive obligation and Customer's sole and exclusive remedy for such error is for Quoin Compliance to correct the error at no additional charge. For avoidance of doubt, this Section does not otherwise modify or expand the warranties, liabilities, or remedies provided under these Terms, including the limitations set forth in Section 18.

30. Changes to Terms of Service

You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of the Service or accessing the website following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

31. Force Majeure

Quoin Compliance is not liable for delays or failures caused by events beyond its reasonable control, including government system outages or third-party provider failures.

32. Contact Information

Questions about the Terms of Service should be sent to us at [email protected]