Terms Addendum

TERMS ADDENDUM

The following information, notices, and additional terms are attached and incorporated into our Service Agreements and expand upon the Purchase Terms you have reviewed. Our hope is that we rarely need to rely on these items to govern dispute and they reflect and honor these principles from Scripture:

Philippians 2:3-4 (NIV): "Do nothing out of selfish ambition or vain conceit. Rather, in humility value others above yourselves, not looking to your own interests but each of you to the interests of the others."

Ephesians 6:7-8 (NIV): "Serve wholeheartedly, as if you were serving the Lord, not people, because you know that the Lord will reward each one for whatever good they do, whether they are slave or free."

In this spirit of humble service and mutual consideration, we present the following terms:

1. Governing Law/Venue:

This Agreement, along with the rights, duties, and obligations of Client and of Company, shall be construed under and in accordance with the laws of the State of Texas. Any suit between Client and Company regarding anything covered by this Agreement and not addressed in the section on Dispute Resolution will be filed in a court of competent jurisdiction in Harris County, Texas.

2. Scope of Services:

The Company only represents Client with respect to the specific items contracted as described herein. Client does not expect Company to represent Client for anything else without a separate written agreement specifically covering those matters. The Company serves as Client's business closure administrator and limited attorney-in-fact, with authority to communicate with relevant parties, review related records, agreements, and accounts, and prepare necessary filings with the SBA, IRS, or state agencies. While we strive to identify and resolve corporate veil risks, our services are not forensic audits of the company's financials, partner/shareholder agreements, or an examination of third-party systems. The Company does not and will not provide legal or tax advice or services related to tax matters.

3. Client's Responsibilities:

Client agrees to fully cooperate with and assist Company and to provide all information and/or documentation known to Client or available to Client, which would aid Company in assisting Client. Client remains responsible for any Franchise Tax, Sales and Use Tax, Excise Tax, Good Standing Fees, and any other debt, fee, or tax obligation not specifically addressed in the Agreement. If Client has been served with legal action or requires specific legal or tax advice that falls outside the scope of this Agreement, Client should consult licensed attorneys or CPAs in their state.

4. Client Documents:

The Company will maintain documents furnished by the Client in our files for this service in digital format. At any time during the term you may advise the Company as to which, if any, of the documents in our files you wish to have turned over to you at the conclusion of the service. The Company will retain its file copy for a certain time period, after which time they ultimately may be destroyed in accordance with our record retention program schedule.

5. Termination and Refunds:

5.1 Termination of Service:

While not anticipated, Company reserves the right to terminate at any time for any reason including, but not limited to, (i) a determination that a conflict of interest has arisen; (ii) if Client insists that the Company engage in conduct contrary to the best judgment or advice of the Company or which violates our ethics; or (iii) if Client fails to meet Client's obligations under this Agreement. Client may also terminate the services of Company upon written notice to Company. In either case of termination, Company is entitled to reimbursement for costs, labor, and expenses incurred up to the date of termination.

The Bottom Line: If either of us needs to end our work together, we can. We would only stop working for big reasons like conflicts of interest, being asked to do something wrong, or not getting paid. If our work stops, you'll still need to pay for the work we've already done, and any refund will be determined according to our refund policy below.

5.2 Refund Policy:

In the event Client requests a refund, the following terms shall apply:

90% refundable within 7 days of initial payment
50% refundable within 30 days of initial payment
25% refundable between 31 days and 180 days

Company reserves the right to assess the percentage of work completed and adjust refund amounts accordingly. The refund percentages listed above are maximum potential refund amounts, subject to reduction based on services already rendered, costs incurred, and resources allocated to Client's project.

Notwithstanding the above, no refund will be issued if Company determines, in its sole discretion, that Client has intentionally provided false, misleading, or incomplete information material to the services being provided, or has attempted to use Company's services to misrepresent facts to the SBA or other government agencies. Our services are premised on truthful disclosure and ethical business practices, and we cannot be a party to deceptive practices.

Please understand that if Client is on a payment plan, state dissolution filings and SBA resolution packages will not be submitted without full payment. Company will continue to work in preparation for such but reserves the right to place files on hold for financial reasons.

The Bottom Line: Here's an example of how refunds work: If you paid us $1,000 and ask for a refund after 5 days, you could get back up to $900 (90%). But if we've already done significant work, like filing your dissolution paperwork, we will have used more than $100 worth of time and resources. In that case, the refund would be smaller. That said, we try to be fair about this - Proverbs 11:1 says "The Lord detests dishonest scales, but accurate weights find favor with him.". Thus, we do not refund payments when we discover a client has intentionally misled us or attempted to use our services to shield improper activities from government scrutiny.

6. Notice:

Any notice under this Agreement shall be effectively given if sent by e-mail or upon deposit in the United States mail, postage prepaid, or by overnight delivery service, and addressed as indicated in the Agreement, or at such change of address given by one party to the other in writing.

7. Dispute Resolution:

Any disputes arising under this Agreement or any claims Client may wish to assert against Company, whether contractual or tortious in nature, including negligence, must be addressed in writing and Client must provide a reasonable cure demand with thirty (30) days to cure. If Company fails to meet Client's reasonable cure demand within thirty (30) days, the dispute will be referred to a mutually agreed upon mediator for mediation and then, if the mediation is not successful, exclusively by submission to arbitration pursuant to the rules of the American Arbitration Association. Client agrees that the arbitrator's decision (not a judge and/or jury) shall be binding, conclusive and NON-APPEALABLE. Client agrees that it will forfeit its ability to seek further damages or compensation if Client fails to provide Company with a reasonable cure demand.

The Bottom Line: Matthew 18:15-16 tells us: "If your brother or sister sins, go and point out their fault, just between the two of you." This is our approach too. If you're unhappy, tell us first so we can fix it. If talking doesn't work, we'll get a neutral person to help us. If that still doesn't work, we'll use arbitration instead of going to court. This saves everyone time and money.

8. Severability:

In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the invalid or otherwise illegal provision(s) shall be severed, and the remainder of the Agreement will continue in effect. This Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained.

9. Confidentiality:

Both parties acknowledge the possibility of receiving or accessing confidential information related to this Agreement. Both parties agree to maintain the confidentiality of this information and not use it for any purpose except as authorized. This obligation continues even after the Agreement is terminated. Client's information is kept confidential in accordance with our Privacy Policy, accessible on our website.

10. Force Majeure:

Neither party shall be liable for any failure or delay in performing their obligations under this Agreement due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, quarantines, acts of war, terrorism, riots, civil disorder, governmental regulations, or other similar causes. The affected party shall promptly notify the other party of such circumstances and resume performance as soon as reasonably possible.

11. Limitation of Liability:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO COMPANY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS ARISING OUT OF THIS AGREEMENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The Bottom Line: We're called to be good stewards of what God has given us (1 Peter 4:10), and this applies to our business too. Here's a real example of why this matters: If we had closed your business and were finalizing your EIDL resolution package, but then faced a $10 million lawsuit from an unrelated matter, this would affect all our clients, not just one. These limits protect our ability to serve everyone fairly, not just the person with the biggest claim.

12. Intellectual Property:

All intellectual property rights, including but not limited to copyrights, patents, trademarks, and trade secrets, in any materials, deliverables, designs, processes, or other work product created by Company specifically for Client pursuant to this Agreement shall be owned by Company until full payment is received, at which point ownership shall transfer to Client. Company retains ownership of any pre-existing intellectual property, methodologies, know-how, techniques, processes, and materials used in the provision of services. Company grants Client a non-exclusive, non-transferable license to use Company's pre-existing intellectual property solely as incorporated into the deliverables provided under this Agreement.

13. Insurance:

Company shall maintain, throughout the term of this Agreement, general liability insurance and professional liability insurance in amounts reasonably sufficient to protect against liability assumed by Company under this Agreement. Upon request, Company shall provide Client with certificates of insurance evidencing such coverage.

14. Indemnification:

Client agrees to defend, indemnify, and hold Company harmless from and against any and all claims, liabilities, damages, losses, expenses, demands, suits, and judgments, including reasonable attorneys' fees and costs, arising from or relating to (a) Client's breach of this Agreement; (b) Client's use of the services or deliverables provided by Company; (c) Client's non-compliance with applicable laws or regulations; or (d) the negligence, willful misconduct, or violation of the rights of a third party by Client or its agents.

The Bottom Line: Romans 14:12 says "Each of us will give an account of ourselves to God." In the same way, we each need to take responsibility for our own actions. This means if you do something that causes problems (like not telling us about a lawsuit against your company), you'll need to handle those problems, not us. We're responsible for our work, and you're responsible for your decisions.

15. Complete Agreement:

This Agreement, including any exhibits, schedules, or attachments, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Client and Company, whether written or verbal, regarding the subject matter of this Agreement.

16. Assignment:

Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party; provided, however, that Company may, without such consent, assign this Agreement to a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void and without effect.

17. Amendment:

No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Company reserves the right to update its standard policies and procedures from time to time, provided that such updates do not materially diminish Client's rights or materially increase Client's obligations under this Agreement.

18. Survival:

The following provisions shall survive the termination or expiration of this Agreement: Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, Dispute Resolution, and any other provision that, by its nature, is intended to survive termination.

19. No Third-Party Beneficiaries:

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.