PLEASE READ THIS LEGAL DISCLAIMER AND TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OUR WEBSITE OR USING OUR SERVICES

A visitor to the Website (as defined below), current Customer (as defined below) or prospective Customer is subject to this Legal Disclaimer and Terms of Service (“Terms”), as set forth below.

You and Us

Welcome to Micahguru Formation. Formally, we are micahguru.com. We provide our services (“Services”) online, including via our website at www.micahguru.com or any website owned by micahguru (collectively the “Website”), and other forms of communications such as email. Providing information on the Website also constitutes part of the Services.

We use the term “User” or “you” or “your” or “Visitor” or “Customer” to mean any past, current, or prospective customer of our Services as well as any visitor to the Website. These Terms apply to each Customer. There will be no fees for Customers to use the Services unless stated explicitly in these Terms or in other notices from Micahguru to Customers such as information on the Website.

These Terms govern your access to and use of our Services. By accessing or using the Services (including accessing the Website), you agree to be bound by these Terms as if these Terms were signed by you in ink on a hard-copy agreement. We may also ask you to confirm that you agree to these Terms, including by taking particular actions, such as clicking a button labelled “I Agree” or “Buy Now” or using the Services. Any personally-identifiable information about you or anyone else may be stored on or through the Services (“Personal Data”). So long as you are a Customer, Micahguru Formation hereby grants you permission to use the software (“Software”) included in the Website as part of the Services. Your right to use the Software is revocable by Micahguru Formation, and is not sublicensable. Moreover, the Software must be used solely for personal use by you.

The information provided in the Website or via any other means of transmission from Micahguru is not legal advice, but general information. The content contained on the Website or information contained in any other transmission from Micahguru is subject to these Terms.

Micahguru reserves the right to change or update these Terms at any time. Changes or updates of these Terms will appear on the Website and/or be communicated to Customer and are effective immediately. Use of the Website or receipt of Services after any such changes constitutes your consent to such changes and updates.

We provide services to you subject to the notices, terms, and conditions set forth in this agreement. Besides, you will obey the rules, guidelines, policies, terms, and conditions applicable to such services before you use them. We reserve the right to change this site and these terms and conditions at any time.

Before proceeding, please read this agreement because accessing, browsing, or otherwise using the Site indicates your agreement to all the terms and conditions in this agreement.

Informational Purposes Only

The purpose and intent of Micahguru Formation are to provide you with general information, and not to provide any specific advice (legal or otherwise). The information presented is provided solely for informational purposes and constitutes an advertisement for services. Micahguru does not wish to represent anyone desiring legal representation based upon viewing the Website or information provided via email, facsimile, phone conversation, or any other form of transmission. Visitors or recipients of this information should not act upon this information without consulting with legal counsel. None of the information on the Website constitutes professional or legal advice or a recommendation by Micahguru, its representatives, agents, or otherwise. Micahguru operates exclusively at Customer’s direction and does not offer legal, tax or accounting advice or services, and no information provided by Micahguru constitutes legal, tax, or accounting advice.

The transmission and receipt of materials provided by Micahguru is not intended to and does not create an attorney-client relationship. Also, providing any of the information made available at the Website or via other forms of transmission does not create a business, legal, or professional relationship.

Information Provided As-Is

Information obtained from Micahguru or the Website should NOT be used as a substitute for legal advice from an attorney. It is provided “as is”, is not guaranteed to be correct, complete or up-to-date, and Micahguru expressly disclaims all warranties and disclaims any and all liability of responsibility for loss, claim liability, or damage that is a result of or in any manner related to errors or omissions in the content provided by Micahguru or the Website.

Content

You shall not upload, distribute, or otherwise publish through this Site any Content, information, or other material that (a) includes any bugs, viruses, worms, trap doors, Trojan horses, or other harmful code or properties; (b) is libelous, threatening, defamatory, obscene, indecent, pornographic, discriminatory, or could give rise to any civil or criminal liability under the laws of the U.S. or the laws of any other country that may apply; or (c)violates or infringes upon the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person. micahguru.com may give you an account identification and password to enable you to access and use certain portions of this Site. Each time you use a password or identification, you are deemed to be authorized to access and use the Site in a manner consistent with the terms and conditions of this agreement, and micahguru.com has no obligation to investigate the source of any such access or use of the Site.

Minimum age

By accepting these Terms of Use through your use of the Site, you certify that you are 18 years of age or older. If you are under 18 years old please use this Site only under the supervision of a parent or legal guardian. Subject to the terms and conditions of this agreement, hereby grants you a limited, revocable, non-transferable, and non-exclusive license to access and use the Site by displaying it on your Internet browser only for the purpose of shopping and not for any commercial use or use on behalf of any third party, except as explicitly permitted by micahguru.com in advance. Any violation of this Agreement shall result in the immediate revocation of the license granted in this paragraph without notice to you.

Privacy

Unless explicitly permitted by our company in advance, all materials, including images, text, illustrations, designs, icons, photographs, programs, music clips or downloads, video clips and written and other materials that are part of this Site (collectively, the “Contents”) are intended solely for personal, non-commercial use. You may not make any commercial use of any of the information provided on the Site or make any use of the Site for the benefit of another business. We reserve the right to refuse service, terminate accounts, and/or cancel orders in its discretion, including, without limitation, if we believe that customer conduct violates applicable laws or is harmful to our interests. You may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile, or otherwise exploit this Site or any portion of it unless expressly permitted by our company in writing.

You will be solely responsible for all access to and use of this site by anyone using the password and identification originally assigned to you whether or not such access to and use of this site is actually authorized by you, including without limitation, all communications and transmissions and all obligations (including without limitation financial obligations) incurred through such access or use. You are solely responsible for protecting the security and confidentiality of the password and identification assigned to you. You shall immediately notify micahguru.com of any unauthorized use of your password or identification or any other breach or threatened breach of this Site’s security.

Third-Party Sites

The Website contains links to servers maintained by other businesses and organizations, which exist independently from Micahguru Formation or the Website. Micahguru cannot provide any warranty about the accuracy or source of the information contained on any of these servers or the content of any file a Customer might download from these sites. No such third party is endorsed or recommended by us by virtue of the fact that links to their servers appear on the Website. All accessing and downloading of material from such third party sites is at the Customer’s own risk, for which Micahguru is not responsible or liable in any way.

All third party information is provided without any warranty, express or implied, as to its legal effect and completeness.

For the avoidance of doubt, all charges imposed by such third parties- including but not limited to auto-renew fees for registered agents and/or any other services- cannot be reversed, discounted, or in any way altered after those charges have been applied to your account.

Disclaimer of Warranties

To the fullest extent permissible under applicable law, we disclaim any and all implied warranties and representations, including, without limitation, any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. If you are dissatisfied or feel harmed by micahguru formation, the services, or anything related to the services, you may stop using the services. Termination is your sole and exclusive remedy. In particular, we disclaim that the services will result in any particular financial benefit or other benefit or success to customers in any way.

We neither warrant nor represent that your use of the services will not infringe the rights of third parties. We do not guarantee that the services will function without interruption or without errors. The operation of the services, including the website, may be interrupted due to maintenance, updates, or system or network failures. We disclaim all liability for damages caused by any such interruption or errors. Furthermore, we disclaim all liability for any malfunctions, impossibility of access, or poor use conditions of the services due to inappropriate equipment, disturbances related to internet service providers, to the saturation of the internet or any other network, and for any other reason.

Registered Agnet Service Agreement

This Service Agreement ("Agreement"), NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, and intending to be legally bound, Customer and Service Provider agree as follows:

1. Registered Agent Service Details. We shall provide to Customer business services for the Customer’s clients ("Service(s)"), including but not limited to the following:

a) Act as the registered agent for the Customer 's and customer’s clients, which also includes being the listed principal place of business and registered office address with the applicable state authority. This also includes providing Customer’s & Customer’s clients the ability to list our address: 1. with the Secretary of State at their own discretion, 2. in place of their business’s physical address, 3. as their business’s legal mailing address (different than the commercial mailing address), 4. as their Officer’s address, Member’s address, and Manager’s address, provided that our address shall only be used by such individuals in their capacity as a an Officer, Member, or Manager of a Customer client and

not for personal use..

b) Receipt, signature and acceptance of Service of Process notifications. Service of Process documents are typically scanned and uploaded to Customer’s account within 24 hours of receipt.

c) Receipt, signature and acceptance of Secretary of State mail. Secretary of State mail is typically scanned and uploaded to Customer’s account within 24 hours of receipt.

d) Forward all correspondence, services of process, notices and similar documentation for each of Customer's clients in accordance with the terms and conditions herein, typically within 24 hours of receipt, unless otherwise requested by the Customer. All notifications will be sent to the primary email address on customer’s account when a new document is uploaded.

e) Each of Customer’s clients receives an allowance of 5 regular pieces of mail each service year that we will scan and upload to the account for free. After the allowance as been met, there will be a $25 charge to view or download anymore regular mail documents for the remainder of the service year. We consider regular mail to be any mail that is not from the Secretary of State or a Service of Process document. We do not upload junk mail to a Customer account. Packages arriving at our office will be refused upon delivery or returned to their location of origin if immediate refusal is not possible. In the event that neither refusal nor return of the package is an option, you will be informed that we have it in our possession. We are not acting as a bailee or warehouse and owe no duty of care in the holding and/or shipping of packages. If Customer’s clients would like the package delivered to the address associated with their client’s account, they will be responsible for all shipping associated with the shipment of the package. Customer’s clients will also be responsible for the insuring of the package. We will only hold packages for 14 days from the date of receipt and notification before properly disposing of them.

f) Customer may request the physical copy of an uploaded document within 30 days of receipt. There is no guarantee fulfillment of a request for physical copies after 30 days.

g) Online sellers verification cards (Amazon, Google, Walmart, etc.) are typically request that we verify that our office is a store front for the named entity. We do not, and are not able to, verify these types of verification cards for Customer’s clients.

h) Act in conformity and compliance with all applicable federal, state and local laws and regulations for providing the Services.

2. Fees and Expenses.

a) The wholesale registered agent service rate will be set at $99 per entity, per state, per year.

b) Renewal reminders for Services will be sent 30-90 days before the due date each renewal year.

c) A $100 filing fee will be charged in addition to the State’s filing fee for the majority of our filing services including, but not limited to entity formation, annual report, amendment, and dissolution filing services.

d) Change of agent filings (required to update registered agent information on an existing company when changing over to our services) and resignation of registered agent filings have a reduced filing fee of $45 plus the state fees.

3. Service Provider Promises. We promise that we will perform these Services:

a) In accordance with the terms of this Agreement; and

b) Using industry standards, skill, experience and qualifications; and

c) In a timely, workmanlike and professional manner comparable to industry standards for similar services; and

d) In compliance with all federal, state, local laws, rules, and regulations; and

e) As our original work and that none of the Services will infringe, misappropriate or violate any intellectual property or other right of any person or entity.

4. Confidentiality.

a) From time to time, either Party (as the "Disclosing Party") may disclose or make available to the other Party (the "Receiving Party"), non-public proprietary and confidential information of Disclosing Party that, if disclosed and clearly labeled as "confidential," or that a reasonable person would determine to be of a confidentialnature ("Confidential Information").

b) The Receiving Party will not use the Disclosing Party's Confidential Information or Customer Data, or permit it to be accessed or used, for any purpose other than to perform its obligations under this Agreement; and

c) The Receiving Party will not disclose any such Confidential Information or Customer Data to any person or entity, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to perform its obligations under this Agreement. Customer will keep the terms of this Service Agreement and private details of the Service Provider confidential and private.

5. Intellectual Property.

All intellectual property utilized by either party under this Agreement remains the sole and exclusive property of the originating party. All Customer Data shall remain the sole and exclusive property of Customer.

The parties acknowledge and agree that nothing in this Agreement will be construed as granting any rights to the Service Provider, by license or otherwise, in or to any intellectual property of the Customer, including any patent, copyright or other intellectual property or proprietary rights of the Customer.

6. Termination and Survival.

a) Either Party may terminate this agreement, effective upon written notice to the other Party (the "Defaulting Party"), if the Defaulting Party: a.1 breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; or a.2 becomes insolvent or admits its inability to pay its debts generally as they become due; or a.3 becomes subject, voluntarily or involuntarily, to any proceeding under any bankruptcy or insolvency law; or a.4 is dissolved or liquidated or takes any corporate action for such purpose makes a general assignment for the benefit of creditors; or a.5 has a receiver, trustee, custodian or similar agent appointed by court order to take charge of or sell any material portion of its property or business.

b) Either Party may terminate this Agreement at any time for its convenience upon six months’ prior written notice to the other Party (“Effective Date of Termination”). If terminated by Customer, it will still be Customer’s obligation to pay Service Provider all amounts due and owing up to the Effective Date of Termination.

c) Upon notice of termination or expiration of this Agreement, we will provide reasonable transition services to permit you to transfer Customer clients to a third-party for the provision of Services.

d) Any terms of this Agreement that by their nature extend beyond its expiration or termination will remain in effect until fulfilled.

7. Limitation of Liability.

a) The liability of both parties under this Agreement is limited. The maximum liability of both parties will never exceed the total amount paid for Services under this Agreement during the 365 days immediately proceeding the applicable claim. Both Parties agree this limitation of liability represents a reasonable allocation of risk and the Services could not be provided without these limitations. This Agreement does not create a fiduciary responsibility between the parties. These services are being provided as a convenience to you and do not to create an agency relationship.

b) Neither party is or will be liable for any special, direct, indirect, incidental, or consequential damages of any kind. These limitations apply regardless of the form of action, whether those damages are foreseeable and whether each party has been advised of the possibility of those damages.

8. Indemnification.

a) Subject to the terms and conditions of this Agreement, Service Provider will indemnify and hold harmless Customer, but only in connection with: a.1 any negligent, reckless, intentionally wrongful or other act or omission on our part; or a.2 any uncured breach of this Agreement by us; or a.3 any actual violation or misappropriation of a third party's rights resulting in whole or in part from Customer's use of Service Provider's Services in connection with this Agreement. Customer understands the information used to deliver the Services is strictly based upon information given or provided by Customer and any error in this data is the result of Customers failure to provide accurate information.

b) Customer will indemnify and hold harmless Service Provider, its officers, directors, employees, agents, shareholders, affiliates, representatives, sub-licensees, successors, and assigns arising out of Customer’s breach of this Agreement. This applies to any claim or proceeding where we are a party to an action when we acted in our role as registered agent, address provider, incorporator (in any form), corporate filing agent, or any other agency role by providing services under this Agreement. You agree to pay our legal costs and fees in an defense we become involved in that includes you or your client.

9. Injunctive Relief.


The parties agree in addition to any other remedies available at law or in equity, the parties agreethat the non-breaching party is entitled to seek specific performance well as such injunctive relief as may be granted by a court of competent jurisdiction

12. Entire Agreement and Incorporation. This Agreement constitutes the entire agreement between the parties and supersedes all contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding this subject matter.

CUSTOMER HEREBY AGREES THAT CUSTOMER HAS READ AND AGREES WITH THIS LEGAL DISCLAIMER AND TERMS AND CONDITIONS IN ITS ENTIRETY