Terms of Services

Thank you for selecting CTA Filing Solution, LLC (“CTA”) for your FinCEN filing and CTA related needs. The quality of our services and the care and attention you will receive are our primary concern. We recognize that you have a choice in the selection of service providers, and we will strive to ensure that your trust in us is justified. We are formally employed by you upon receipt of the signed Agreement and payment of the indicated fees. This Terms of Service Agreement (“Agreement”) is an agreement related to the services that CTA Filing Solution, LLC will provide for the Reporting Company (“Company”). A fully executed copy of the Agreement will be forwarded to you for your records.

• Scope of Services

1. 1. Purpose: This Agreement outlines the specific scope, responsibilities, and terms under which these services will be provided, detailing both parties’ expectations and obligations.
   2. Scope: The services to be provided under this Agreement include the following tasks:
      1. Assisting the Company in identifying the beneficial owners.
      2. Sending each beneficial owner an email containing a link where the beneficial owner enters their CTA information for inclusion in the FinCEN report. The data is automatically imported into our database upon submission of the form.
      3. Assist in creating a FinCEN Identifier.
      4. Supplying the Company with a link where they enter the applicant’s information. The data is automatically imported into our database upon submission of the form.
      5. Preparing an initial draft of the FinCEN report, incorporating the applicant’s information and data obtained from each beneficial owner.
      6. Sending the initial draft of the proposed FinCEN report to the Company for approval or any requested changes.
      7. If modifications to the proposed report are necessary, we prepare a revised FinCEN report and submit it to the Company for approval.
      8. Upon the Company’s approval of the proposed FinCEN report, we proceed to file the report with FinCEN.
      9. Providing the Company with a copy of the filed FinCEN report for their records.
   3. Timeline: The services shall commence on the date last signed below and are expected to be completed within an agreed-upon timeframe. A preliminary estimate suggests a completion timeline of approximately 4 weeks, although this is subject to change based on project requirements, complexities, and any unforeseen delays.
   4. Fees: The Company agrees to pay CTA a total fee as outlined in the accompanying invoice which is attached hereto and fully incorporated herein by this reference.

• Responsibilities:

1. 1. CTA: CTA shall provide services professionally, adhering to industry standards and complying with all applicable laws and regulations.
   2. Company: The Company shall provide necessary support, information, and access to resources as required for CTA to perform their services.

• Services Explicitly Excluded. Services to be performed by CTA are limited in scope. CTA will not provide services other than those specified in the preceding paragraph. CTA will not:

1. 1. give legal advice
   2. prepare annual corporate minutes
   3. prepare legal documents
   4. pay federal, state, or local taxes
   5. prepare federal, state or local tax returns
   6. prepare or file any business license(s) application
   7. pay any fees related to any business license(s)
   8. provide investment advice
   9. keep original documents
   10. monitor future changes in law
   11. represent the Entity in audits
   12. extend credit to pay filing fees, renewal fees, bills or invoices.

• Payment Terms: The project will be invoiced as required. Additional charges, such as amendments for ongoing maintenance and support, will be invoiced separately.

1. 1. Payment Schedule: Payment is due within 30 days of receipt of invoice. Invoices not paid within 30 days will accrue interest at a rate of 1.5% per month, or the maximum rate allowed by law, whichever is lower.

• Termination of Agreement: Either party may terminate this Agreement upon 30 days’ written notice to the other party, or immediately upon material breach of this Agreement, including but not limited to upon the occurrence of any of the following:

1. 1. Company’s failure to pay CTA the fee within thirty (30) days of invoice date
   2. CTA is unable to contact Company at the address on file. CTA will take no other action whatsoever. If CTA resigns for any reason, Company agrees to reimburse CTA for all fees and costs reasonably incurred in connection with the representation and resignation.

• No Legal Services. By signing this Agreement, Company agrees that the services provided by CTA are not legal services, and that the sole responsibility of CTA is outlined in Section 1 above. Although CTA is affiliated with BarthCalderon, LLP and BarthCalderon, LLP is a law office, neither CTA nor BarthCalderon, LLP is undertaking any duty whatsoever to act as legal counsel in connection with the Scope of Services as outlined in Section 1 above.
• The effective Date of Agreement: The effective date of this Agreement will be the date this Agreement is executed by Company and receipt of initial payment required by Section 1(d). This Agreement shall not become effective and CTA shall have no obligation to perform any work unless and until CTA receives a signed copy of this Agreement AND the fee required by Section 1(d).
• Use of Email: Company hereby acknowledges and authorizes the use of electronic mail (“Email”). Company understands that Email, while convenient, is not necessarily a secure way of transmitting information and could be seen by others. Nonetheless, Company authorizes the use of Email and waives any possible breach of confidentiality that may result therefrom.
• Indemnification: Company hereby agrees to defend and indemnify CTA for, and to hold CTA harmless from, any and all liabilities, costs, loss, damages, attorney’s fees, expert fees, fines, penalties, administrative and/or other expenses CTA may incur as a result of any claim, notice of violation, request for corrective action, or any other legal, administrative, civil or criminal action, lawsuit, proceeding or complaint brought or asserted by any third party or entity related in any way to any activities undertaken by CTA. In the event CTA’s right to defense and indemnity under this section arises, CTA shall have the right to have counsel, experts, and contractors of its own choosing, and all costs for same shall be borne entirely and solely by Company. Without limiting the generality of the foregoing, the defense and indemnity called for under this section expressly includes, and is intended to apply to, any such liability, cost, loss, damage, fees, fine, penalty, expense, action or proceeding caused by, arising out of, or related to any services CTA provides to Company.
• Mediation and Arbitration. The parties agree to mediate any dispute arising from this Agreement or in connection with this or any other representation or any other relationship between us (“Dispute”). If the Dispute is not resolved through mediation, then the Dispute shall be submitted to binding arbitration. The arbitration shall be administered by Judicial Arbitration & Mediation Services (JAMS) located in Las Vegas, Nevada pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The sole and exclusive venue for the arbitration and/or any legal dispute shall be Las Vegas, Nevada. The parties hereby irrevocably and unconditionally waive any objection to the laying of jurisdiction and venue in Las Vegas, Nevada, and further irrevocably and unconditionally waive any objection or claim that Las Vegas, Nevada is an inconvenient forum. The cost of the arbitration, excluding legal fees and costs, shall be borne by the losing party or in such proportion as the arbitrator shall decide.
• Warranty: 

1. 1. General Disclaimer: Except as specifically stated in this Agreement, CTA makes no warranties, express or implied with respect to the services, deliverables, or any other matters arising from or related to this Agreement. Any implied warranties, including but not limited to warranties of merchantability, fitness for particular purpose, or non-infringement, are hereby disclaimed.
   2. Third-Party Products: CTA does not warrant or endorse any third-party products, services, or materials, even if recommended or used in the course of providing services under this Agreement. The Company is solely responsible for the selection, implementation, and performance of any third-party products, and CTA shall have no liability for any issues arising from the use or performance of such products.
   3. Limitation on Remedies: THE COMPANY’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY SHALL BE, AT CTA’S OPTION, REPERFORMANCE OF THE SERVICES OR REFUND OF THE FEES PAID FOR THE AFFECTED SERVICES. IN NO EVENT SHALL CTA BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR REVENUE.

• Amendments: Modifications or amendments to this Agreement must be in writing and signed by both Parties.

Entire Agreement: This Agreement supersedes any and all other agreements, either oral or in writing, between Company and CTA with respect to the subject matter of this Agreement. This Agreement contains all of the covenants and agreements between the parties with respect to the subject matter of this Agreement, and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any party except those covenants and agreements embodied in this Agreement. No agreement, statement, or promise not contained in this Agreement shall be valid or binding.