Entity Services Agreement

1. Scope of Services

Pixelbase provides the following entity-related services (collectively, "Entity Services") as selected by the Client during the entity submission process:

• Entity Formation: Filing articles of organization or incorporation with the appropriate state authority on behalf of the Client.
• EIN/Tax ID Obtainment: Applying for a Federal Employer Identification Number (EIN) from the Internal Revenue Service on behalf of the Client.
• Registered Agent Services:Serving as the entity's statutory registered agent in the state of formation, receiving and forwarding service of process and official government correspondence.
• Auto-Compliance Services:Monitoring and filing required annual reports, franchise tax returns, and other periodic compliance documents to maintain the entity's good standing with the state.

Pixelbase acts solely as a filing service and authorized representative. We are not a law firm, and the services provided under this Agreement do not constitute legal advice. You are encouraged to consult with a licensed attorney for legal guidance specific to your situation.

2. Client Representations and Warranties

By submitting a legal entity through the Pixelbase platform, you represent and warrant that:

• All information provided in the entity submission form is true, accurate, complete, and not misleading in any respect.
• You are authorized to act on behalf of the entity being formed or managed, and you have the legal capacity to enter into this Agreement.
• You are submitting the entity on your own behalf or on behalf of an organization for which you have proper authorization, and you accept full responsibility for the accuracy of the submission.
• The entity is being formed for lawful purposes and will be operated in compliance with all applicable federal, state, and local laws and regulations.
• All individuals listed as owners, members, officers, or representatives have consented to being named in the formation documents and are aware of their roles and responsibilities.
• All personal identification information provided (including Social Security Numbers, dates of birth, and government-issued identification documents) is accurate and belongs to the individuals identified.

3. Client Obligations

As the Client, you agree to:

• Promptly notify Pixelbase of any changes to entity information, including but not limited to ownership changes, address changes, officer/member changes, and changes to the entity's business activities.
• Respond to any requests for additional information or documentation from Pixelbase in a timely manner. Failure to provide required information within fourteen (14) days of request may result in Pixelbase voiding its obligation to provide the affected services without refund, and Pixelbase shall bear no responsibility for any resulting consequences.
• Maintain accurate and current information in your Pixelbase account at all times.
• Pay all applicable fees for Entity Services in accordance with the pricing presented at the time of submission and as outlined in your subscription agreement.
• Comply with all applicable laws, including tax filing obligations, employment laws, and industry-specific regulations that apply to the entity.

4. Authorization to Act

By submitting an entity through the Pixelbase platform, you hereby authorize Pixelbase Inc to:

• File formation documents, annual reports, and other required filings with state and federal agencies on behalf of your entity.
• Apply for an EIN/Tax ID with the Internal Revenue Service on behalf of your entity, if selected.
• Serve as the registered agent for your entity and receive legal and government correspondence on its behalf.
• Take reasonable and necessary actions to maintain your entity's good standing with the applicable state, including filing annual reports and franchise tax returns.
• Communicate with state and federal agencies as needed to fulfill the Entity Services.
• In the event of a breach of this Agreement, non-payment, or fraudulent activity, take appropriate actions which may include suspending services, resigning as registered agent, or notifying relevant authorities as required by law.

5. Liability for Information Accuracy

You are solely responsible for the accuracy and completeness of all information provided to Pixelbase in connection with the Entity Services.

Pixelbase relies on the information you provide to prepare and file documents with state and federal agencies. We do not independently verify the accuracy of the information submitted. Any errors, omissions, or misrepresentations in the information you provide are your sole responsibility.

If any information you provide is found to be inaccurate, incomplete, or fraudulent, you agree to:

• Bear all costs associated with correcting filings or amending documents.
• Indemnify and hold harmless Pixelbase from any and all claims, damages, losses, penalties, fines, and expenses (including attorney's fees) arising from or related to the inaccurate or fraudulent information.
• Accept that Pixelbase may be required to report fraudulent information to the appropriate authorities and cooperate with law enforcement investigations.

Falsifying information in connection with the formation or management of a legal entity may constitute a criminal offense under federal and state law, including but not limited to fraud, identity theft, and filing false documents. You may be held personally liable, including criminal liability, for any falsified information submitted through our platform.

6. Limitation of Liability

To the fullest extent permitted by applicable law:

• Pixelbase shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to the Entity Services, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill.
• Pixelbase's total aggregate liability for any claims arising under this Agreement shall not exceed the total fees paid by the Client for the specific Entity Services giving rise to the claim during the twelve (12) months preceding the event.
• Pixelbase is not responsible for delays, rejections, or errors caused by state or federal agencies, nor for changes in filing requirements, fees, or regulations imposed by such agencies.
• Pixelbase is not responsible for any tax liabilities, penalties, or legal consequences arising from the Client's failure to comply with applicable laws or maintain accurate entity information.
• Pixelbase is not responsible for any consequences arising from the Client's failure to timely respond to requests for information, notifications, or correspondence forwarded by Pixelbase.

7. Indemnification

You agree to indemnify, defend, and hold harmless Pixelbase Inc, its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or relating to:

• Your breach of any representation, warranty, or obligation under this Agreement.
• Any inaccurate, false, or misleading information provided by you in connection with the Entity Services.
• Your entity's operations, business activities, or failure to comply with applicable laws.
• Any third-party claims related to the entity formed or managed through our platform.
• Your failure to maintain accurate entity information or respond to compliance notifications.

8. Service Termination and Resignation

Either party may terminate Entity Services upon thirty (30) days' written notice. Additionally, Pixelbase reserves the right to immediately terminate or suspend Entity Services if:

• The Client fails to pay applicable fees after reasonable notice.
• The Client provides false, fraudulent, or materially misleading information.
• The Client's entity is engaged in illegal activities or activities that violate our Acceptable Use Policy.
• Continued service would expose Pixelbase to legal or regulatory risk.
• The Client fails to provide information or documentation reasonably required by Pixelbase to perform the Entity Services within fourteen (14) days of request. In such cases, Pixelbase may void its obligation to provide the affected Entity Services without refund of fees already incurred, and shall have no liability for any consequences resulting from the incomplete or abandoned filing.

Upon termination or resignation as registered agent, Pixelbase will provide notice to the applicable state authority as required by law. The Client is responsible for appointing a replacement registered agent and updating entity records with the state. Failure to do so may result in the entity losing its good standing.

9. No Legal, Tax, or Financial Advice

Pixelbase is a technology platform and filing service. Nothing in this Agreement or in the Entity Services constitutes legal advice, tax advice, or financial advice. The information provided through our platform is for informational purposes only.

You acknowledge that:

• Pixelbase employees and representatives are not licensed attorneys, accountants, or financial advisors.
• You should consult with qualified professionals for advice specific to your legal, tax, and financial situation.
• Any decisions regarding entity type, structure, ownership, or management are your sole responsibility.
• Pixelbase does not guarantee any particular outcome from the formation or management of your entity.

10. Data Handling and Privacy

Entity formation requires the collection of sensitive personal information. By submitting an entity, you acknowledge and consent to the following:

• Pixelbase will collect, store, and process personal information (including Social Security Numbers, dates of birth, and government-issued identification) as necessary to provide the Entity Services.
• This information will be handled in accordance with our Privacy Policy and applicable data protection laws.
• Pixelbase may share this information with state and federal agencies as required to complete filings.
• Pixelbase may be required to retain certain entity records as required by law, even after termination of services.

For more details about our data practices, please review our Privacy Policy and Data Retention Policy.

11. Fees and Payment

Fees for Entity Services are presented at the time of entity submission and are subject to change. You agree to the following:

• One-time fees (entity formation, EIN obtainment) are charged at the time of submission and are non-refundable once the filing process has begun.
• Recurring fees (registered agent, auto-compliance) are billed monthly in accordance with your subscription agreement and are prorated for the initial billing period.
• State filing fees, franchise taxes, and other government-imposed fees are not included in any monthly service fee. These fees are passed through to the Client at cost when applicable and are non-refundable.
• Pixelbase reserves the right to adjust recurring fees upon thirty (30) days' notice. Continued use of Entity Services after the effective date of a fee change constitutes acceptance.

12. Dispute Resolution

Any disputes arising under or relating to this Agreement shall be resolved in accordance with the dispute resolution provisions in our Terms of Service. In the event of a conflict between this Agreement and the Terms of Service, this Agreement shall control with respect to Entity Services.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law principles. Any legal proceedings shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona.

14. Modifications to this Agreement

Pixelbase reserves the right to modify this Agreement at any time. We will notify affected Clients of material changes via email or through the platform. Continued use of Entity Services after the effective date of modifications constitutes acceptance of the revised terms.

15. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

16. Entire Agreement

This Agreement, together with the Terms of Service, Privacy Policy, Acceptable Use Policy, and any other policies referenced herein, constitutes the entire agreement between you and Pixelbase with respect to Entity Services and supersedes all prior agreements and understandings.

17. Contact Us

If you have questions about this Entity Services Agreement or our Entity Services, please contact us at support@pixelbase.app.