Corporation or LLC Faciliator Agreement and Legal Disclaimer

SENSE FINANCIAL SERVICES, LLC (“SFS”) and the client specified below (“Client”) agree as follows:

Upon return of a signed copy of this Agreement, payment of the quoted Fee for Services, and submission of a completed Client Information Form, SFS will facilitate Client’s establishment of a corporation or limited liability company.

BUSINESS ENTITY FORMATION:

SFS Corporation or LLC formation service includes the following:

  • Preliminary Name Search
  • Filing Your Articles of Organization in state of:
  • Obtain Certificate of Organization
  • Provide generic LLC Operating Agreement
  • Prepare & File for EIN
  • Assist you in opening an LLC bank account
  • Provide first year of Registered Agent Service

As every business is unique and laws vary from State to State, it is impossible for SFS to assure you that the options selected by you are the best for your particular situation.  You acknowledge and agree that SFS does not know the specifics of your financial or tax situation and did not provide you with any legal advice on whether to organize a “C” or “S” corporation, or an LLC or a proprietorship. SFS advises you to consult your own professional consultant regarding these matters.

You acknowledge that by submitting an order with SFS that you are allowing us to place orders, electronically or otherwise, with State Departments of Corporation and/or State Secretaries of State on your behalf.  You acknowledge that unless informed otherwise, SFS will assume a fiscal year end for your company of December 31.  All LLCs will be filed with a perpetual existence or maximum allowable years unless you inform us otherwise. Unless specified on your order, we will assume you request the term “Inc.” at the end of your corporate name and the term “LLC” as the ending for the name of your LLC. You also agree to provide a conformed copy executed by you for any matter for which an electronic signature has been attached.

Further, you acknowledge and agree that, after your business has been incorporated or your LLC has been organized, it is your responsibility to make sure that the corporation or LLC complies with all State, local and federal laws.  Fees paid to SFS do not cover recurring or annual State fees.

SFS will obtain a registered agent for your corporation or LLC in the State of its organization and will pay for the fee for the first year or service.  By signing this Agreement, you authorize the registered agent to temporarily place a One Dollar ($1.00) hold on your credit card.  This hold will automatically expire in 24 to 72 hours.  Your card will never actually be charged by the registered agent without your express consent.  The registered agent engages in this process for identity verification purposes.  This is for the protection of you, the registered agent and SFS.

FEE FOR SERVICES:

The Fee charged by SFS for the services specified herein is $500.00 not including state filing fees, payable in advance.

DISCLAIMER:

Please read the following information carefully. You must understand and agree to every term and condition of this Disclaimer.

The information contained in this Agreement should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of your specific situation. You understand and agree that SFS is a mere facilitator and is not acting as your attorney in any way.  The information provided by SFS to you through mail, emails, or phone conversations is not legal advice. You are advised that you should consult competent legal counsel of your own selection regarding any legal questions which you have regarding incorporation, LLC formation or other business filings like dissolutions, amendments, annual reports, etc.

Any and all fees paid to a State Department of Corporations or State Secretary of State or to local correspondents cannot be refunded under any circumstances.  At the sole discretion of SFS if an entity is deficiently formed and/or an error is made on our part, SFS will undertake reasonable efforts to cure and amend any necessary documentation, or will refund the fees paid to SFS.

SFS DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT WILL SFS BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR INCOME.  IN THE EVENT OF ANY CLAIM YOU MAY HAVE AGAINST SFS, YOUR SOLE RECOVERY IS, AFTER THE RETURN ANY MATERIALS YOU HAVE RECEIVED FROM SFS, A REFUND OF AMOUNTS YOU HAVE PAID SFS.

If for any reason by operation of law or otherwise, any of the foregoing limitations of liability is voided, then in such event, Client agrees that SFS’ liability for damages, if any, shall not exceed the amounts paid by Client to SFS under this Agreement.

No actions regardless of form arising out of any of the transactions under this Agreement may be brought by either party against the other more than one year after such action accrued.

ARBITRATION OF ALL DISPUTES

All parties to this Agreement agree to arbitrate any and all disputes between them.  The parties acknowledge and agree that they are giving up the right to sue each other in court, including the right to trial by jury.  Arbitration awards are generally binding and final; a party’s ability to have a court of law reverse or modify an arbitration award is very limited.  The ability of parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.  The arbitrator(s) do not have to explain the reason(s) for their award.  The rules of the arbitration service specified herein are incorporated into this Agreement.  No party to this Agreement shall bring a putative or certified class action to arbitration.

Except for a petition for a temporary restraining order based on a claim of irreparable harm, any controversy or claim arising out of, or relating to, this Agreement, or the making, performance or interpretation thereof, including any issue relating to arbitrability, shall be resolved by private, confidential and binding arbitration in Orange County, California, administered by the American Arbitration Association in accordance with the Commercial Rules of the American Arbitration Association then existing, and judgment on the arbitration award shall be final and non-appealable, except as provided by law, and may be entered in any court having jurisdiction thereof. The arbitrator shall have been a Client of the State Bar of California for at least fifteen years; shall be neutral and impartial; and shall not have had any prior relationship with either party.  The arbitrator shall have no authority to award punitive or exemplary damages.  Copies of the American Arbitration Association’s rules may be viewed at its website at www.adr.org.

GENERAL PROVISIONS.

(a) Conditions of Services.  Until the conditions specified in this Agreement are met by Client, SFS has no obligation to provide services.  Some documents cannot be completed nor some services provided without accurate information being provided by Client.  If Client does not provide such information as requested by SFS in a timely manner, SFS shall not be responsible for any resulting delays or nonperformance.

(b) Limitations on Scope of Services.  The services provided by SFS does not include tax services or tax return preparation for your entity.  The services provided by SFS do not include any representation of you or your entity in any proceedings before any State or federal agency, bureau, board or court.  The services provided by SFS do not include legal services; SFS is not performing services as your attorney.  The Fee for Services paid by you to SFS does not include or cover any State fees for annual reports, franchise fees or taxes, business taxes, business licenses, or any other periodic maintenance fees, costs or taxes. SFS has no responsibility for filing any fictitious or trade name registration (“DBA” filing). In the event Client changes any of the entity information from that initially provided to SFS, such as business address, resident agent information, or other such changes, it is Client’s responsibility to notify any admini- strative agencies of such changes, including any notifications to a Secretary of State or the IRS.

(c) Waivers.  The forbearance of any right or waiver of any provision in this instrument shall not constitute a waiver of any other provision, and no waiver shall constitute a continuing waiver.

(d) Successors.  Subject to any restrictions against assignment, this instrument shall inure to the benefit of and be binding upon all successors and assigns of each party.

(e) Notices.  Any notice, demand or communication under or in connection with this Agreement which any party desires or is required to give to any other party shall be in writing and shall be given by personal delivery, or by mailing in the U.S. mail (in a certified or registered envelope) to the mailing addresses set forth herein, or by telefaxing the same to the appropriate party at the telefax address set forth herein, or to such other addresses as the parties may from time to time designate in writing.  The effective date of any notice, demand or communication personally delivered to or transmitted by telefax shall be the date of actual receipt of such notice, demand or communication or the first business day after if such notice, demand or communication is received on a non-business day, provided that a telefax confirmation is received and produced by the sender in respect of any notice, demand or communication sent by telefax transmission, or if sent by certified or registered mail, three days after the date of mailing.

(f)  No Third Party Beneficiaries.  Nothing in this instrument shall be deemed to confer any benefit on any person who is not a party to this instrument.

(g) No Assignment.  No part of this instrument may be assigned by Client without the prior written consent of SFS.  Any purported or attempted assignment in violation of this paragraph shall be void.

(h) Modification.  No provision in this instrument may be modified except in a writing signed by the parties.

(i) Governing Law.  This instrument is made under California law, and the proper place of jurisdiction and venue for any dispute concerning this instrument shall be Orange County, California.

(j) Further Assurances.  Each party shall make, execute and deliver such other documents and instruments as may be reasonably necessary to carry out the purpose of this Agreement.

(k)  Construction.  No uncertainty in this instrument shall be interpreted against the drafter of the provision.

(l)  Digital Signatures. The parties agree that this Agreement and any related documents may be executed by digital signature, which will have the same effect as an original signature.

EFFECTIVE DATE OF AGREEMENT. This Agreement will be effective as of the first date that SFS renders any service on behalf of Client and will continue until cancelled as set forth in this Agreement.