Terms and Conditions - Corporation / LLC Formation Agreement

In this Agreement ("Agreement") "you" and "your" refer to each customer, "we", us," "our" and "the company" refer to IncWay Corporation doing business in California as Companies Incorporated and/or 1-800-COMPANY, LLLP, and/or National Management Associates, Inc. doing business in California as General Corporate Services, Inc., and/or General Corporate Services, LLC, its contractors, agents, employees, officers, directors and affiliates (hereinafter "CI") and "Services" refers to the services provided by us. This Agreement explains our obligations to you and your obligations to us as they relate to the Services. By using the Services under this Agreement, you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement and any pertinent rules or policies that are or may be published by us. You acknowledge that you are over eighteen years of age, or have otherwise reached the age of majority in your jurisdiction.

CORPORATE NAME:

Pursuant to this Agreement, CI will perform a preliminary, non-binding name availability search to determine whether the corporate name you have chosen is already in use by another corporation in your selected state, province or country. (Corporation and limited liability company are used interchangeably herein where applicable.) If your selected corporate name is not available, CI will then (in the order of preference listed by you in your application) search the alternate corporate names you have provided until the search results yield a corporate name that is available. In the event that you do not include the proper corporate designator (i.e., "Inc.," "Corp.," or "Corporation") CI will add the "Inc." (or "LLC" for limited liability companies) suffix upon filing with your chosen state, province or country.

While we make every effort to obtain the most recently updated information, we cannot guarantee that the most recent information on corporate name availability is provided to us. Accordingly, we do not guarantee that the name is available for use as a corporate name in your state, province or country. CI is not responsible in any way for reliance on the availability of a corporate name. Moreover, we recommend that you do not print letterheads, business cards or make any investment in the name until you receive government confirmation that the name has been approved and company has been filed.

In the event that your corporate name is unavailable, your sole remedy will be limited to the fees paid to CI. See the REFUNDS AND CREDITS section herein for more details.

We cannot and do not check to see whether the corporate name you select, or the use you make of the corporate name, infringes the legal rights of others. We urge you to investigate to see whether the corporate name you select or its use infringes legal rights of others, and in particular we suggest you seek advice of competent counsel licensed to practice law in the applicable jurisdiction.

REFUNDS AND CREDIT. DISCLAIMER OF WARRANTIES

If a US company order is canceled after payment has been taken by CI but before a name check has been completed, CI will refund the total order amount less any costs incurred and a $25 dollar processing fee. If the order is canceled after the name check has been completed but before the formation documents have been created, CI will refund the total order amount less a $50 processing fee. If the order is canceled after the formation documents are created, CI will refund the total amount of the order less a $75 dollar processing fee provided that the formation document is not already submitted to the government. For a company order outside of the US CI, if CI authorizes a refund the maximum refund is the amount paid less the greater of $200 or ten percent of the purchase price. In addition, money paid to CI that has already been paid to the government for filing, to affiliates, suppliers or others expenses to fulfill your order is not refundable, including, but not limited to, credit card processing fees. Once a company or document has been sent to the government for filing on the customer's behalf, the order cannot be canceled.

A $25 fee will be added to all checks returned to CI due to non-sufficient funds or closed accounts. In addition, a bank service fee will be charged on these checks.

In addition, while CI will go to great efforts to accommodate our customers, mechanical or human error may occur. Thus, if for any reason your incorporation request, llc formation request, or trademark search or trademark application preparation request is unreasonably delayed, destroyed, misplaced, or otherwise missing, CI WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR COMPENSATORY DAMAGES. YOUR SOLE REMEDY WITH CI WILL BE A COMPLETE REFUND OF ANY AND ALL FEES PAID TO CI FOR OUR SERVICES.

In the event that a rush order has been placed, we will make every effort to complete the corporate filing pursuant to your request. Because CI makes every effort to ensure the completeness and comprehensiveness of your corporate filing, we do not guarantee that the order will be filed in the time you requested. In the event that your rush order is not filed on time, your sole remedy will be limited to a refund of the additional fees paid for the rush filing.

If you have paid via check by fax, check by phone, check by Internet, ACH or similar method, there will be a hold placed on your order until our bank confirms that your payment has cleared. The typical time is three to five business days, not including weekends or bank holidays. Only after we have received confirmation that the funds have cleared do we begin processing your order.

CI goes to great effort to communicate with customers. However, all telephone messages, emails or other means of communication may not receive a reply one-hundred percent of the time.

An order is placed at the time it is submitted to CI via the Internet, telephone, facsimile or mail. Modification may not be made to your order after submission except upon prior authorization by CI. Following receipt of prior authorization, a modification to the order is valid only after CI receives a signed, written request from you via facsimile. There are financial and time expenditures to fulfill an order. Therefore, any cancellation requests must be submitted and received by us by registered mail return receipt requested or on our contact form http://www.companiesinc.com/contact-form.aspx 24 business hours before we send your order to the government agency for filing or before service is provided. Business hours are 7:00 AM to 5:00 PM Monday through Fridays excluding national holidays.

Some jurisdictions require you to provide due diligence documents before the company will be filed or delivered. These documents may include but may not be limited to a notarized copy of a passport, an original utility bill and/or a bank reference letter. In certain jurisdictions, we may file but cannot legally deliver your company until you provide the documents. In other jurisdictions we pay for but cannot file your company until you provide the required documents. We suffer the expense of establishing the company such as government and agent fees and these fees will not be refunded to us. You, in turn, agree that you are responsible for providing the required due diligence documents and that a refund is not available if you do not comply with the due diligence legislation.

WE DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some jurisdictions do not allow the exclusions of implied warranties, so the above exclusion may not apply to you.

SUBSEQUENT FILING FEES

There may be additional governmental or other fees that are due after your company is filed and/or transferred to you. For example, the US State of Nevada requires a list of officers to be filed shortly after the corporation is filed. As of this writing the filing fee is $125. Another example is that the State of California has annual prepaid franchise taxes in amounts that vary depending on the projected company revenue. If you have purchased an aged/shelf company, the renewal fees may be due soon after your purchase date. Because these fees are not due upon the initial filing of the company, Companies Incorporated does not charge you for this subsequent filing requirement in the standard initial filing fees. You will be required to cover the subsequent state, country, agent and/or other fees before the due date in order to keep your company in good standing in the state or country of formation. You are also generally required to maintain a registered agent for service of legal process in the state or country of incorporation and any jurisdiction where your company, according to the respective jurisdiction, is doing business. As of this writing the fee for registered agent services is $189 per year for any US state and $245 per year in any Canadian province. The renewal fees vary in other countries.

PUBLISHING REQUIREMENTS

Certain state laws require that a company publish its existence in a designated newspaper. CI may, at its sole option, perform this function for a client, especially if required of the incorporator or organizer of the entity. Statements on our website to the effect that the formation "Price includes.publishing fees where required" means where required of the incorporator or organizer. CI will not publish or pay publication fees in certain states, including but not limited to, publication requirements of a New York Limited Liability Company. You are hereby made aware that if you request the formation of a New York LLC that publication requirements may be substantially more costly than the initial formation of the LLC itself and you will be responsible for these fees.

LEGAL or FINANCIAL ADVICE AND REPRESENTATION

Companies Incorporated is an internet publishing service. The materials at this website contain information of general application and are not intended to replace the advice of an attorney. While our staff expends great efforts to maintain and publish accurate information, State, Provincial and Federal laws are dynamic and constantly evolving. In addition, laws are open to different interpretation and greatly vary amongst different jurisdictions.

When using our service, you will be acting as your own attorney. CI completes information on the required forms based on the information you have provided to us in your "Request for Incorporation" or "LLC Formation" submission and files the requisite forms with the appropriate state, provincial or federal agency. By providing you with this service, CI, its advisors, agents, representatives, and employees are not rendering any legal or otherwise professional advice or service, and no representations or warranties, express or implied, are given regarding the legal or other consequences resulting from the use of our services or forms.

CI, its advisers, agents, representatives, and employees are not engaged in the practice of law and cannot provide you with legal advice. Although CI expends great efforts and respects the confidential nature of the information you are submitting to us, NO SPECIAL RELATIONSHIP or privilege exists between CI and you, including but not limited to any Attorney-Client relationship that might exist had you consulted with a licensed attorney.

As with all important business matters, CI, its advisers, agents, representatives, and employees strongly recommend that you consult with an attorney licensed to practice law in the applicable jurisdiction in regards to the formation of your corporation and its continued operations.

FEES, PAYMENT AND TERM

As consideration for the services you have selected, you agree to pay us the applicable service(s) fees. All fees payable hereunder are nonrefundable unless we provide otherwise. As further consideration for the Services, you agree to: (1) provide certain current, complete and accurate information about you as required by the application process and (2) maintain and update this information as needed to keep it current, complete and accurate. All such information shall be referred to as account information ("Account Information").

You hereby grant us the right to disclose to third parties such Account Information. By completing and submitting a corporate name registration application, you represent that the Account Information in your application is correct and that the registration of the selected Corporate Name, so far as you are aware, does not interfere with or infringe upon the rights of any third party. You represent that the corporate name is not being registered for any unlawful purpose.

AUTHORIZED SHARES

If you request authorized shares in your Articles of Incorporation that are in excess of the maximum number of shares allowed by the chosen filing state, province or country for a minimum filing fee, you are solely responsible for any and all tax fees incurred at any time. It is your responsibility to investigate the maximum number of shares allowed by a state, province or country for a minimum filing fee in the state, province or country in which you are filing. The number of authorized shares in your Articles of Incorporation is selected at your sole discretion. If you do not instruct us otherwise, the standard stock structure is 1500 shares at no par value unless fewer shares qualify for the minimum filing fee.

TIME FRAMES

When applicable, CI submits documents to the appropriate government office for filing. When CI receives the documents back from the government office, CI, in turn, ships the documents to you in accordance with the package that you have ordered. You agree that the government office, and not CI, controls the time frames in which company documents are filed and returned to CI.

REPORTING AND FILING REQUIREMENTS

CI is not responsible for advising or reminding you of any requirements or obligations, including, but not limited to any annual reports, tax filings, taxes due, or state, provincial, country or federal publication requirements following your incorporation. CI's involvement in your corporation terminates at the time your corporation is created. Any requirements or obligations for the maintenance of your corporation are NOT the responsibility of CI and are the sole responsibility of you. In particular, unless you have contracted for CI to do so, any and all state, provincial, country or federal publication requirements in connection with your corporation or LLC will be your sole responsibility. This includes, but is not limited to, the filing for your Chapter S Corporation election status. The form to apply for S-Corporation status must be signed by an officer of your company. Since we are not an officer of your company we cannot sign and file this form. CI is an incorporation service and not a tax or legal firm. Tax and legal needs should be acquired through practicing members of these professions.

BANK ACCOUNTS

If, for an additional fee, you request our assistance in the opening of a bank account, we will make an effort to open an account that satisfies your needs. However, you agree that CI does not control the services offered by the bank nor which banks will or will not open the type of account you desire, nor your efforts in completing the required bank documentation. You agree that the bank, but not CI, controls the speed in which the bank account will or will not be opened. You agree that you are responsible for filling out the bank account opening application in its entirety and providing all information requested by the bank for account opening.

You agree to hold CI harmless for bank policies and conditions including, but not limited to, the following: a bank refusing the open an account, a bank taking more time to open an account than you desire, a bank requesting more information before a bank will open the account, changes in bank policy, the inability to open an account with a bank that has a convenient walk-in branch, the need to make deposits and withdrawals by mail rather than walking into the bank, deposits taking longer to clear than the client desires, the foreign language used at the bank, the bank not providing all of services that the client desires, including, but not limited to the ability to wire money out of the account or the presence or absence of credit or debit cards or the presence or absence of Internet access to the account. In some cases, the only reasonable choice is to open the account at a bank that does not have walk-in branches convenient to the customer or a bank that does not have any walk-in branches. If this is the type of account that CI is able to open for you, you agree that CI has fulfilled its obligation.

In no case is CI obligated to refund the entire fee paid for additional products and services purchased in addition to the bank account because the bank account was not able to be opened or if you are not satisfied with the choice of banks. This is the case even if the main reason you established a legal entity or ordered associated services was for the purpose of opening a bank account or that an important deadline was missed because of bank account opening delays. For example if you ordered a corporation and a bank account and your bank of choice refused to open the account, the sole remedy is for CI, at its option, to refund only that portion of the fee paid that CI deems relates to the bank account opening, or provide you with another banking option. CI has conducted extensive research to locate the banks that will open accounts without you being present, which it feels are stable institutions and offer reasonable service. By providing you with the bank names CI deems most feasible and making effort to provide you with bank account opening documents, CI has fulfilled its obligation under this agreement.

MERCHANT ACCOUNTS

Credit card merchant accounts are used to charge your customers who pay by credit card. If, for an additional fee, you request our assistance in the opening of a credit card merchant account, we will make an effort to open an account that satisfies your needs. However, you agree that CI does not control the services offered by the merchant account company, the rates offered, nor which merchants will or will not open the type of account you desire, nor your efforts in completing the required merchant account documentation. You agree that the merchant account company, but not CI, controls the speed in which the merchant account will or will not be opened. You agree that you are responsible for filling out the merchant account application in its entirety and providing all information requested by for account opening.

CI DOES NOT GUARANTEE MERCHANT ACCOUNT FEES OR TERMS. THIS COMMITMENT IS MADE BY THE MERCHANT ACCOUNT COMPANY AFTER THEY HAVE REVIEWED YOUR APPLICATION. YOU AGREE THAT CI IS NOT RESPONSIBLE FOR THE FEES CHARGED BY THE MERCHANT ACCOUNT COMPANY.

You agree to hold CI harmless for merchant account policies and conditions including, but not limited to, the following: a merchant account company refusing the open an account, a merchant account company taking more time to open an account than you desire, a merchant account company requesting more information before they will open the account, the bank's required initial deposit, changes in policy, the inability to open an account with rates you desire, the inability to open the merchant account with the terms you desire, the merchant account company not providing all of services or rates that the client desires, including, but not limited to, fees, reserves, merchant policies and others. In some cases, the only reasonable choice is to open the merchant account at a company that charges higher than standard rates. This is especially true if the merchant account company considers the business to be of the "high risk" category, regardless of whether or not the client feels the business is high risk or if the client has a clean history or track record. If this is the type of account that CI is able to open for you, you agree that CI has fulfilled its obligation.

In no case is CI obligated to refund the entire fee paid for additional products and services purchased in addition to the credit card merchant account because the merchant account company was not able to be opened or if you are not satisfied with the choice of merchant account companies. This is the case even if the main reason you established a legal entity or ordered associated services was for the purpose of opening a credit card merchant account or that an important deadline was missed because of merchant account opening delays. For example if you ordered a corporation and a merchant account and the merchant account company of choice refused to open the account or charges higher rates than you desire, the sole remedy is for CI, at its option, to refund only that portion of the fee paid that CI deems relates to the merchant account opening or a portion of said fee, less out of pocket expenses, or provide you with another merchant account option. The fee paid for establishing a merchant account is paid to third parties to conduct risk assessment, so most often the fee paid to establish a merchant is fully nonrefundable. CI has conducted extensive research to locate the merchant account companies that will open accounts for low, medium and high-risk businesses, which it feels are reasonable institutions and offer reasonable service. By providing you with the names of the merchant account companies CI deems most feasible and making effort to provide you with merchant account opening documents or referrals, CI has fulfilled its obligation under this agreement.

OFFICE PROGRAM

The office program, which typically consists of a phone number, fax number and address is offered as a client convenience only. The office program telephone number is most often a shared telephone line answered for many companies. Therefore, the calling party must leave the name of the company for which they are calling so we will be aware of to whom the message is to be relayed. CI is not responsible for lost mail, missed telephone calls, faxes, lost business opportunities or for any loss whatsoever. Naturally, refunds are not available once the service begins because CI bears the full cost of the office program up front.

CORPORATE CREDIT

These Terms of Service define the scope and limitations of Company's obligations to the Customer and the Acceptable Use Policy of the Services and Products by Customer. Company shall be the sole and final arbiter in regards to the interpretation of the Agreement. By utilizing Company's Services and Products, Customer agrees to be bound by the terms outlined in this Agreement.

If ordered, the Company will provide a corporation or limited liability company to the Customer. The Company will supply the Customer with a welcome packet by email or postal delivery. The Customer is responsible for completing the welcome packet and returning it properly completed to the Company. Once the welcome packet is completed by the Customer and returned to the Company, the Company will submit information to Dun & Bradstreet with the objective to provide the following services:

1. Provide a business credit profile with one or more business credit bureaus.

2. Speed the credit building process by the Company or its affiliates paying an expedited fee to the credit reporting agency(ies) if you have paid for the expedited service.

3. Provide a Dun & Bradstreet (D&B) portfolio and account.

4. Create the 6 main D&B credit reports.

5. Create the 5 D&B scores and ratings in the 6 reports.

6. Submit to D&B information they request to create D&B scores and ratings.

7. Assist in customer establishing 4-6 trade references for the company.

8. Monitor the 6 D&B credit portfolios.

The Customer will do the following:

1. Properly complete the welcome packet and return it to the Company affiliate.

2. Provide all information requested by the Company and/or its affiliate to complete the credit profile.

3. Follow the direction of the Company and/or affiliate in the credit profile completion process.

USE OF COMPANY'S SERVICES AND PRODUCTS IS AT CUSTOMER'S SOLE RISK. NEITHER COMPANY NOR ITS EMPLOYEES, AGENTS, RESELLERS THIRD PARTY INFORMATION PROVIDERS, MERCHANTS LICENSERS OR THE LIKE, MAKE ANY WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT COMPANY'S SERVICES AND PRODUCTS WILL WORK FOR EVERY POTENTIAL TRANSACTION; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MIGHT BE OBTAINED FROM THE USE OF COMPANY'S SERVICES AND PRODUCTS OR AS TO THE ACCURACY, OR RELIABILITY OF ANY INFORMATION SERVICE OR MERCHANDISE CONTAINED OR PROVIDED THROUGH COMPANY'S SERVICE OR THE HISTORICAL STATUS OF THE CORPORATE STANDING UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT. THIS INCLUDES LOSS OF A TRANSACTION, WHETHER RESULTING FROM DELAYS, OR THE INABILITY TO FIND A LENDER WILLING TO FUND A TRANSACTION WHETHER OR NOT CAUSED BY COMPANY AND ITS EMPLOYEES OR OTHER CAUSES.THERE ARE NO OTHER AGREEMENTS, VERBAL OR OTHERWISE UNLESS CONTAINED HEREIN. THE COMPANY IS NOT A LENDER NOR IS THE COMPANY RESPONSIBLE FOR ARRANGING LOANS FOR THE CUSTOMER. THE COMPANY PROVIDES A CREDIT PROFILE. THE CUSTOMER IS RESPONSIBLE FOR UTILIZING THE CREDIT PROFILE TO OBTAIN LOANS AS AVAILABLE TO AND DESIRED BY CUSTOMER.

THE SOLE CUMULATIVE LIABILITY OF COMPANY FOR ALL CLAIMS MADE BY CUSTOMER, OR ANY OTHER PARTY, REGARDLESS OF FORM, INCLUDING ANY CAUSE OF ACTION BASED ON CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES AND CHARGES PAID TO COMPANY BY CUSTOMER LESS EXPENSES PAID BY THE COMPANY. The above services may take up to 120 to 180 business days from the date the Customer returns and the Company receives the properly completed welcome packet. BECAUSE IT COULD DEROGATORILY AFFECT CREDIT PROFILE, CUSTOMER AGREES NOT TO CONTACT CREDIT REPORTING AGENCY DIRECTLY UNTIL THE PROPER TIME AND WITHOUT PRIOR WRITTEN CONSENT OF THE COMPANY. CUSTOMER UNDERSTANDS THAT THERE IS SIGNIFICANT PREPARATORY WORK CONDUCTED BEFORE THE FILE IS SUBMITTED TO CREDIT REPORTING AGENCY. PREMATURE FILE SUBMISSION OR IMPROPER CONTACT WITH CREDIT REPORTING AGENCY MAY HAVE DEROGATORY EFFECT ON CREDIT PROFILE AND CUSTOMER ACCEPTS FULL AND COMPLETE RESPONSIBILITY. THE COMPANY CAN SUBMIT INFORMATION TO THE CREDIT REPORTING AGENCY BUT DO NOT CONTROL THEIR INTERPRETATION OF THE DATA, THEREFORE DO NO GUARANTEE THEY WILL INTERPRET THE SUBMISSION AS TO PROVIDE THE REPORTS, SCORES AND RATINGS THAT ARE DESIRED, NOR DOES THE COMPANY GUARANTEE THE ABOVE ITEMS WILL BE COMPLETED IF YOU OR THE CREDIT REPORTING AGENCY DOES NOT COOPERATE AS DESIRED. Any additional fees as part of the credit building process will be the customer’s responsibility. The following will not be paid to COMPANY as they are services provided by 3rd party companies. These include, but are not limited to D&B set up fee ranging from zero to five hundred ninety nine dollars, trade account set up fee, cost of products from vendors, STATE filing fees, business license fees, business phone set up or other phone related fees, personal credit report fees, bank fees and any other fees that are customary to the general practice of business. All of the above are fees that are to be expected by anyone who plans to be in business.

Customer understands and agrees that he/she/they must cooperate thoroughly with THE COMPANY in the handling of this matter, doing all that is necessary to provide THE COMPANY with information requested by THE COMPANY; further, that Customer will leave THE SERVICE under the direction and control of THE COMPANY so long as this agreement remains in effect, and Customer will not provide information to any other entity or persons involved nor communicate directly with any other person or entity about the matter except as directed by THE COMPANY AS THIS MAY DEROGATORILY EFFECT CREDIT PROFILE.

In addition, Customer agrees to pay timely all of Customer's business and personal bills/accounts including but not limited to lines of credit, credit cards, revolving accounts and loans. Customer agrees not to apply for credit without giving prior notice to THE COMPANY. Customer also agrees that the total amount of credit that THE COMPANY is hired as consultants to help obtain is an accumulated total of efforts by the customer and THE COMPANY.

Henceforth, the Company retains the right to modify the Agreement at any time and from time to time and any such modification shall be automatically effective as to all customers when adopted by the Company and published on the appropriate sub-page of http://www.companiesinc.com/ or subsequent location as the website may be updated.

TRANSFER OF COMPANY

Though your name or the person you designate will appear on the documents that transfer the company to you or your designee, you agree that your name or your designee may or may not appear in the articles of incorporation or articles of organization. This is roughly equivalent to an automobile manufacturer’s name remaining on the automobile and the title document being used as the legal, binding transfer document. Similarly, we or our agents form a corporation as the “incorporator” and form a limited liability company as the “organizer” and then execute documents that transfer the company to you. In some cases, our company or a person we designate will be the initial officer, director, member or manager of the company. You agree that the transfer of the company to you shall appear on the transfer documents and not the articles themselves.

MAIL FORWARDING

If you have ordered a service that includes mail forwarding, you will pay postage and handling for items forwarded to you. A deposit of twenty US dollars, or more if you specify, will be added to the cost of your mail forwarding service. This deposit will be renewed with your approval. You also authorize us to charge your credit card on file to cover the shipping costs for packages.

MISCELLANEOUS ITEMS

There may be additional miscellaneous fees associated with your order that we may request that are not listed on our website. These fees may be for additional shipping charges, document legalization, consulting packages, renewal fees, or other fees or unforeseen items that may be associated with your order. This agreement effects all current and future transactions between the parties.

MODIFICATIONS TO AGREEMENT

You agree that we may revise the terms and conditions of this Agreement and change the services provided under this Agreement. Any such revision or change will be binding and effective immediately upon posting the revised Agreement or change to the service(s) on our web site, or on notification to you by email or regular mail. You agree to review our web site, including this Agreement, periodically to be aware of any such revisions. You agree that, by continuing to use our Services following notice of any revision to this Agreement or change in service(s), you abide by any such revisions or changes.

LIMITATION OF LIABILITY

You agree that our entire liability, and your exclusive remedy, with respect to any Services(s) provided under this Agreement and any breach of this Agreement is solely limited to the amount you paid for such Service(s). CI shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the Services or for the cost of procurement of substitute services. Because some states, provinces or countries do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, provinces or countries, our liability is limited to the extent permitted by law. Once corporate name registrations are processed, they are non-cancelable and non-refundable. Before submitting your order, double-check the spelling and accuracy of your corporate name(s).

CI disclaims any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from errors, omissions, or misstatements in any and all information provided under this Agreement.

You agree that we will not be liable for any loss of registration and use of registrant's corporate name, or for interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages.

INDEMNITY

You agree to release, indemnify, and hold us, our contractors, agents, employees, officers, directors and affiliates harmless from all liabilities, claims and expenses, including attorney's fees, of third parties relating to or arising under this Agreement, the Services provided hereunder or your use of the Services, including without limitation infringement by you of any intellectual property or other proprietary right of any person or entity, or from the violation of any of our operating rules or policy relating to the service(s) provided. If CI is threatened with suit by a third party, we may seek written assurances from you concerning your promise to indemnify us. Your failure to provide those assurances may be considered by us to be a breach of your Agreement.

BREACH

You agree that failure to abide by any provision of this Agreement may be considered by us to be a material breach and that we may provide a written notice, describing the breach, to you. Any breach by you shall not be deemed to be excused simply because we did not act earlier in response to that, or any other breach by you.

PRICING

CI seeks to provide fair and competitive pricing. CI reserves the right to change is pricing structure at an time without notice. Statements made by CI that we meet and/or beat competitor's pricing is to be interpreted as we regularly beat competitor's pricing and reserve the right to beat the prices of competitors at CI's sole option. CI is not obligated to refund the difference between CI and competitor's pricing after a sale has consummated.

NO GUARANTEE

You agree that, by registration or reservation of your chosen corporate name, such registration or reservation does not confer immunity from objection to the registration, reservation, or use of the corporate name. In addition, you may not rely on the fact that your corporation has been formed until AFTER you have received original, state, province or federal government-issued articles of incorporation (some states, provinces or countries will issue a "Certificate" of incorporation).

DISCLAIMER OF WARRANTIES

You agree and warrant that the information that you provide to us to register or reserve your corporate name is, to the best of your knowledge and belief, accurate and complete, and that any future changes to this information will be provided to us in a timely manner according to the modification procedures in place at that time. You agree that your use of our Services is solely at your own risk. You agree that such Service(s) is provided on an "as is," "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Services will be timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy or reliability of any information obtained.

IGHT OF REFUSAL

We, in our sole discretion, reserve the right to refuse to register or reserve your chosen corporate name. In the event we do not register or reserve your corporate name, we agree to refund your applicable fee(s). You agree that we shall not be liable to you for loss or damages that may result from our refusal to register your corporate name.

SEVERABILITY

In the event that any of the provisions of this Agreement are held to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect.

You agree that this Agreement amounts to the complete and exclusive agreement between you and us regarding our Services. This Agreement supersedes any prior agreements and understandings, whether established by custom, practice, policy or precedent.

GOVERNING LAW

This Agreement is entered into in the US state of California and shall be construed in accordance with the laws of California, exclusive of its choice of law rules. Each party to this Agreement submits to the exclusive jurisdiction of the State and Federal Courts having jurisdiction in the County of Los Angeles in the state of California, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorney fees.

ENTIRE AGREEMENT>

This Agreement constitutes the entire agreement between you and CI and supersedes any prior agreement, whether oral or written, between you and CI.

You agree that you are responsible for the spelling of the corporate name(s) you have provided. You agree that you have double-checked that the corporate name(s) herein are spelled exactly as you desire. You understand that this request is not reversible after you submit your request.

--Thank you for choosing Companies Incorporated as your filing service. Please feel free to contact us with any questions or concerns you may have.

1-800-COMPANY
28015 Smyth Drive
Santa Clarita CA 91355
USA
Toll-Free: 1-800-830-1055
Direct/Intnt'l: 661-253-3303
FAX: 661-259-7727
Email: mailto:info@companiesinc.com