TERMS OF SERVICE AGREEMENT

Delaware LLC Formation Services

Effective Date: July 01, 2025
Last Updated: July 05, 2025

1. PARTIES AND DEFINITIONS

1.1 Agreement Parties

This Terms of Service Agreement ("Agreement") is entered into between Ciphertrack Investigators Ligue, a Delaware limited liability company serving as LLC Organizer with its principal place of business in Delaware ("Company," "Organizer," "we," "us," or "our"), and the individual or entity purchasing services ("Client," "you," or "your").

1.2 Definitions

"Services" means Delaware Limited Liability Company formation and related administrative services as described herein
"Delaware LLC Act" means the Delaware Limited Liability Company Act, 6 Del. C. Chapter 18, as amended
"Site" means our website through which Services are offered
"Certificate of Formation" means the document filed with the Delaware Secretary of State pursuant to 6 Del. C. § 18-201
"LLC Organizer" means Ciphertrack Investigators Ligue acting in capacity as organizer under 6 Del. C. § 18-201(a)(1)
"Site" means https://belize-offshore.info and any subdomains, pages, or services accessible therefrom.

1.3 Agreement Acceptance

By purchasing Services or using our Site at https://belize-offshore.info, you acknowledge that you have read, understood, and agree to be bound by this Agreement and all applicable Delaware laws and regulations.

2. DELAWARE LLC FORMATION SERVICES

2.1 Service Description

The Company acts solely as an administrative intermediary and serves as LLC Organizer pursuant to 6 Del. C. § 18-201(a)(1), providing facilitation and coordination services for the formation of Delaware Limited Liability Companies in strict compliance with the Delaware Limited Liability Company Act (6 Del. C. Chapter 18). The Company is not a law firm, does not provide legal, tax, or investment advice, and is not itself a registered agent or provider of a registered office address in Delaware. All registered agent and registered office services are arranged through independent, third-party providers with whom the Client maintains a direct relationship.

In connection with Delaware LLC formation, the Company’s services include:

Receiving and processing the Client’s LLC Formation Order Form and required KYC and due diligence documentation
Preparation and filing of the Certificate of Formation with the Delaware Division of Corporations pursuant to 6 Del. C. § 18-201
Receiving the processed and state-stamped Certificate of Formation at the Company’s U.S. mailing address in Miami, Florida
Providing the Client with a scanned copy of the Certificate of Formation in the case of a digital service package, or arranging shipment of the original via DHL, FedEx, or similar courier if the Client has purchased physical delivery
Providing a standard Operating Agreement template
Arranging registered agent and registered office services in Delaware through qualified third-party providers
Assisting the Client, upon receipt of complete KYC and due diligence documentation, with obtaining an Employer Identification Number (EIN) from the Internal Revenue Service, or alternatively providing a completed SS-4 form for the Client’s direct submission
Assisting the Client with the preparation of a bank account application by reviewing the Client’s information for completeness and correctness. Such review is limited to checking for obvious omissions or inconsistencies and does not constitute verification, endorsement, or confirmation of the accuracy of the Client’s information, nor does it guarantee acceptance by any bank or financial institution
Providing administrative support for Delaware annual franchise tax filings and payments, and for the renewal of registered agent and registered office services with the third-party providers
Ongoing administrative coordination services within the scope described above

The Client acknowledges and agrees that the Company does not and cannot guarantee that the Internal Revenue Service will issue an EIN or that any bank or financial institution will open or maintain an account for the Client, as such outcomes are subject to the sole discretion of those institutions and depend entirely on the Client’s own documentation, circumstances, and compliance with applicable law. All refusals by such institutions or agencies are deemed to relate to Client-side factors and do not entitle the Client to any refund, as the Company’s obligations are limited to the administrative services described herein.

2.2 Delaware Law Compliance

All Services are performed in accordance with:

Delaware Limited Liability Company Act (6 Del. C. Chapter 18)
Delaware Secretary of State filing requirements
Delaware registered agent regulations (6 Del. C. § 18-104)
Delaware annual franchise tax requirements (30 Del. C. § 5003)

2.3 Certificate of Formation Requirements

The Certificate of Formation will include all information required under 6 Del. C. § 18-202:

LLC name in compliance with 6 Del. C. § 18-102
Delaware registered office address
Registered agent information and acceptance
Any additional lawful provisions requested by Client

3. REGISTERED AGENT AND REGISTERED OFFICE ARRANGEMENT

3.1 Third-Party Registered Agent Services

Company acts as intermediary to arrange registered agent and registered office services through qualified third-party providers who maintain compliance with 6 Del. C. § 18-104. Company does not directly serve as registered agent but facilitates the appointment of Delaware-compliant registered agents who maintain:

A Delaware street address (not P.O. Box)
Business hours availability for service of process
Proper authorization to accept legal documents
Current certificate of good standing with Delaware Secretary of State

3.2 Registered Agent Selection and Management

Company will:

Select appropriate registered agent providers at Company's sole discretion
Facilitate the registered agent appointment process
Coordinate initial setup between Client and registered agent
Provide Client with registered agent contact information upon formation

3.3 Direct Relationship with Registered Agent

Client acknowledges that:

The registered agent relationship is directly between Client and the appointed registered agent
Company is not liable for registered agent performance or failures
Client must maintain direct communication with registered agent for ongoing matters
Service of process and legal document handling are the direct responsibility of the appointed registered agent

3.4 Annual Administrative Fee Structure

Company charges a comprehensive annual administrative fee of US$600 which includes:

Registered agent service coordination and management
Registered office address provision through third-party providers
Administrative support and client communication services
Delaware compliance monitoring and notification services
Document management and coordination services

This annual fee is due each year on the anniversary of LLC formation and covers all administrative services related to registered agent and registered office coordination.

3.5 Registered Agent Changes

If Client requires registered agent changes:

Client may arrange replacement registered agent independently
Company may assist with registered agent changes for additional fees
All registered agent changes must comply with 6 Del. C. § 18-104
Proper notice must be filed with Delaware Secretary of State

4. CLIENT OBLIGATIONS AND REPRESENTATIONS

4.1 Client Eligibility

Client represents and warrants that:

Client is at least 18 years of age or a duly organized entity
Client has legal capacity to enter into this Agreement
All information provided is accurate and complete
Client is not prohibited from forming an LLC under Delaware or federal law

4.1.1 Prohibited Business Activities

The Company strictly prohibits the formation of any LLC intended to engage in the sale, distribution, marketing, or import/export of any medical products, including but not limited to tablets, pills, supplements, or other substances, where such activity requires a license, permit, or prior approval under United States federal, state, or local law. This includes any product regulated by the U.S. Food and Drug Administration (FDA) or any other U.S. governmental authority.

Client acknowledges and agrees that engaging in such activities constitutes a material breach of this Agreement, and the Company may immediately terminate services without refund and report such activities to relevant authorities.

4.1.2 Prohibited and Undisclosed Activities

Client must fully and truthfully disclose the intended business activities of the LLC at the time of ordering Services. The Company will not provide Services to any Client engaged in:

Any criminal or illegal activities under U.S. federal, state, or local law
Any activities requiring a U.S. license, permit, or registration that the Client does not hold

If at any time it is discovered that the Client misrepresented or failed to disclose such activities, the Company will:

Immediately cease all assistance, including but not limited to EIN application, bank account introductions, and any ongoing administrative services
Not issue any refund except as provided in Section 8
Report the matter, together with all relevant information, to appropriate U.S. government authorities, including law enforcement and regulatory agencies

4.2 Required Documentation for LLC Formation by the Client

Client must provide:

Valid government-issued passport, duly notarized for all beneficial owners, managers, directors, and other company officers
Business card of the notary who performed the notarization, containing the notary's telephone number and email address
Payment for all Services and Delaware state fees related to LLC formation
Signed Beneficial Owner's Declaration and signed Order Form, which will be forwarded to the Client for signing upon receipt of the digital order processed via the website
Any additional KYC (Know Your Customer) and Due Diligence documentation required under applicable AML (Anti-Money Laundering) and KYC regulations

4.3 Ongoing Delaware Compliance

Client acknowledges responsibility for:

Delaware annual franchise tax filing and payment (30 Del. C. § 5003)
Payment of annual administrative fee of US$600 to Company
Maintenance of required LLC records per 6 Del. C. § 18-305
Compliance with Delaware LLC Act ongoing requirements
Direct communication with Company regarding registered agent matters
Timely notification of any address or contact changes

5. LEGAL DISCLAIMERS

5.1 No Attorney-Client Relationship

Company does not provide legal advice and no attorney-client relationship is created. Company's services are purely administrative. Client is strongly advised to consult with a Delaware-licensed attorney for:

Legal advice regarding LLC formation and operation
Tax implications of LLC structure
Compliance with federal and state regulations
Operating agreement customization

5.2 No Practice of Law

Company is not engaged in the practice of law as defined by Delaware Supreme Court Rules. All services are limited to administrative document preparation and filing.

5.3 No Business Advice

Company provides no advice regarding:

Suitability of LLC structure for Client's purposes
Business operations or strategy
Financial planning or investment decisions
Regulatory compliance beyond basic Delaware requirements

The Company’s assistance with EIN applications and bank account applications is limited to administrative preparation and submission of documents. The Company does not recommend specific banks, cannot influence bank or IRS decisions, and does not guarantee approval. All limitations, disclaimers, and refund restrictions related to these services are set forth in Sections 2.1, 8, and 9, which are incorporated herein by reference.

6. FEES AND PAYMENT TERMS

6.1 Service Packages

Silver Package ($700 + $600 annual fee):

Certificate of Formation preparation and filing
Basic Operating Agreement template
Digital delivery of documents
Delaware state filing fees included
12 months registered agent and registered office services included in annual administrative fee

Gold Package ($900 + $600 annual fee):

All Silver Package services
Apostilled Certificate of Formation
Physical document delivery via courier (additional fee)
12 months registered agent and registered office services included in annual administrative fee

Platinum Package ($1,250 + $600 annual fee):

All Gold Package services
Enhanced Operating Agreement template
Priority processing
Bank introduction service (where available)
Premium administrative support services
12 months registered agent and registered office services included in annual administrative fee

6.2 Payment Terms

All formation fees due upon order placement
Annual administrative fee of US$600 due annually on formation anniversary date
Delaware state fees are current as of service date and subject to change
No refunds except as specified in Section 8
Additional fees may apply for expedited processing

6.3 Annual Administrative Fee

The annual administrative fee of US$600 covers:

Registered agent coordination and management services
Registered office address provision
Administrative support and client communication
Delaware compliance monitoring and notifications
Document coordination and management services

This fee is non-refundable and due annually regardless of LLC activity level.

6.4 Delaware State Fees

Any changes in state fees will be passed through to Client. Delaware state fees are separate from and in addition to Company's administrative fees.

7. SERVICE DELIVERY AND TIMELINE

7.1 Processing Timeline

Standard processing time is 10 business days from receipt of:

Complete and accurate documentation
Full payment of fees
Delaware Secretary of State name availability confirmation

7.2 Factors Affecting Timeline

Processing may be delayed due to:

Delaware Secretary of State processing delays
Incomplete or inaccurate documentation
Name availability issues requiring resolution
Force majeure events beyond Company's control

7.3 Force Majeure

Company is not liable for delays caused by circumstances beyond reasonable control, including natural disasters, government actions, or Delaware Secretary of State office closures.

8. REFUND POLICY

8.1 Refunds for Company Error Only

Refunds are issued only if the Company makes an error in preparing formation documents, such as a typographical error in the LLC name or other filing details, where the mistake is solely due to the Company's actions.

8.2 No Other Refunds

No refunds are provided for any other reason, including but not limited to:

Client-provided incorrect or incomplete information
Delaware Secretary of State rejection due to Client error
Change of mind after Certificate of Formation filing
Delays caused by third parties (including the Delaware Secretary of State)
Dissatisfaction with the LLC’s suitability for Client’s purposes
Termination of this Agreement for breach of terms
Services already rendered

8.3 Correction in Lieu of Refund

Where possible, the Company will correct errors at no cost rather than issue a refund, unless such correction is not possible under Delaware law or filing rules.

9. LIMITATION OF LIABILITY

9.1 Limitation of Liability

To the maximum extent permitted by applicable law, the Company's total cumulative liability to the Client for any and all claims, causes of action, losses, liabilities, damages, costs, or expenses of any kind or nature, whether arising in contract, tort (including negligence), strict liability, statutory liability, or otherwise, and whether asserted by the Client or any third party, shall not exceed, in the aggregate, the total amount of US$100 (one hundred United States Dollars).

This limitation expressly applies to, without limitation, any claims or alleged losses arising from the inability to obtain an Employer Identification Number (EIN) from the Internal Revenue Service, the inability to open or maintain any bank or financial account, or the refusal of any bank, financial institution, or government agency to accept, process, or approve any application, regardless of the reason. The Client acknowledges and agrees that the Company does not and cannot guarantee that any bank or financial institution will accept the Client as a customer, or that the Internal Revenue Service will issue an EIN, as such outcomes depend on factors outside the Company’s control, including the Client’s personal documentation, background, business activities, and the independent discretion of such institutions and agencies.

In all such cases, including but not limited to refusal by the IRS to issue an EIN or by any bank to open an account, no refund will be provided, as the Company’s obligations are limited to performing the administrative work described in this Agreement. The Client understands and accepts that IRS refusals are always based on factors relating to the Client’s own information, documentation, or status, and not on any failure by the Company.

Furthermore, in the event the Company discovers that the Client has engaged in any illegal activities, misrepresented the intended business activities, or failed to disclose that the business activities require a U.S. license, the Company will not proceed with any EIN application, bank account introduction, or related assistance, and no refund will be issued. The Company reserves the right to terminate all Services immediately in such circumstances and to report the matter to the appropriate U.S. governmental authorities.

This limitation applies notwithstanding any failure of essential purpose of any limited remedy and regardless of the number of individual claims or legal theories asserted. The Client expressly acknowledges and agrees that the limitation stated herein is a fundamental basis of the bargain and allocation of risk between the parties, and that the fees charged for the Services are set in reliance on this limitation.

Nothing in this Section shall be construed to limit or exclude liability to the extent such limitation or exclusion is prohibited by Delaware law, including but not limited to liability for gross negligence, willful misconduct, or any other matter for which limitation or exclusion is not permitted under applicable law.

9.2 Excluded Damages

To the fullest extent permitted by applicable law, the Company shall not be liable to the Client or to any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, whether foreseeable or unforeseeable, arising out of or in connection with this Agreement, the Services, or any delay, failure, or interruption in the provision of the Services, even if the Company has been advised of the possibility of such damages. Such excluded damages include, without limitation:

Loss of profits, revenue, goodwill, or anticipated business opportunities
Business interruption or downtime
Loss, corruption, or destruction of data or information
Claims, demands, or actions by any third party
Performance failures, omissions, or negligence of any third-party registered agent
Service of process issues, delivery failures, or misrouting by any third-party registered agent
Any governmental or institutional refusal, delay, or denial of applications for EINs, bank accounts, licenses, or permits

9.3 Delaware Law Compliance

This limitation of damages is intended to be enforceable to the fullest extent permitted under Delaware law and shall be interpreted and applied accordingly. Nothing in this Agreement shall be construed to limit or waive any non-waivable rights provided to the Client under the Delaware Consumer Fraud Act (6 Del. C. Chapter 25) or other applicable law.

10. INDEMNIFICATION

10.1 Client Indemnification

The Client shall defend, indemnify, and hold harmless the Company, its members, managers, officers, employees, agents, successors, and assigns from and against any and all claims, demands, actions, proceedings, investigations, liabilities, losses, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:

The Client’s use, operation, or management of the formed LLC, including any acts or omissions of the LLC’s officers, managers, members, or agents
Any inaccurate, false, incomplete, or misleading information provided by the Client to the Company
The Client’s breach of this Agreement or failure to perform any of its obligations hereunder
The Client’s violation of any applicable federal, state, or local law, regulation, or ordinance
Any governmental, regulatory, or law enforcement inquiry, investigation, or enforcement action related to the Client’s activities or the activities of the formed LLC
Any matter arising from the Client’s engagement in prohibited or undisclosed activities described in Sections 4.1.1 and 4.1.2

10.2 Scope of Indemnification

This indemnification obligation applies whether the underlying claim is initiated by a private party, a governmental or regulatory authority, or any other entity, and includes all reasonable attorneys’ fees, expert witness fees, court costs, and other expenses incurred in defending against, responding to, or settling such claims, demands, or actions. The Client’s indemnification obligations under this Section shall survive the termination of this Agreement and the dissolution of the LLC.

11. INTELLECTUAL PROPERTY

11.1 Company Materials

All materials, templates, and content provided by Company remain Company's intellectual property. Client receives limited license to use for the specific LLC formed.

11.2 Restrictions

Client may not:

Redistribute Company's materials
Create derivative works
Use materials for other entities without separate agreement
Reverse engineer or copy Company's processes

12. PRIVACY AND DATA PROTECTION

12.1 Information Collection

Company collects and maintains Client information necessary to provide Services and maintain Delaware compliance records.

12.2 Information Use

Client information is used solely for:

Providing requested Services
Delaware compliance requirements
Communication regarding Services
Legal obligations and service of process

12.3 Information Sharing

Client information is not shared with third parties except:

As required by Delaware law
For service of process as registered agent
With Client's express written consent
As necessary to provide Services (e.g., Delaware Secretary of State)

13. TERMINATION

13.1 Client Termination

Client may terminate this Agreement with 30 days' written notice. Termination does not affect:

Already filed Delaware documents
Ongoing registered agent obligations
Payment obligations for Services rendered

13.2 Company Termination

Company may terminate for:

Non-payment of annual administrative fees or formation fees
Material breach of this Agreement
Illegal or unethical use of Services
Client harassment of Company personnel
Non-payment of annual administrative fee within 60 days of due date
Engaging in any prohibited business activities described in Section 4.1.1
Engaging in any prohibited or undisclosed activities described in Section 4.1.2

If termination occurs under Section 4.1.1 or 4.1.2, the Company will cease all assistance immediately, will have no obligation to provide prior notice before reporting to authorities, and no refund will be issued under any circumstances, except as provided in Section 8 for Company errors in document preparation.

13.3 Effect of Termination

Upon termination:

Client must arrange direct registered agent services or appoint a replacement registered agent in compliance with Delaware law
Company may provide contact information for the existing third-party registered agent to assist with transition
Termination of this Agreement will have no effect on the continued provision of registered agent services and the registered office address in Delaware by the appointed third-party registered agent
Client must communicate directly with the appointed third-party registered agent to continue such services after termination
Client remains responsible for all fees incurred up to the date of termination
Delaware LLC remains validly formed unless otherwise dissolved in accordance with Delaware law
This Agreement's surviving provisions remain in effect

14. DISPUTE RESOLUTION

14.1 Delaware Jurisdiction

This Agreement is governed by Delaware law. Delaware courts have exclusive jurisdiction over disputes relating to Delaware LLC formation Services, consistent with 6 Del. C. § 18-110.

14.2 Dispute Resolution Process

Disputes will be resolved through:

Good faith negotiation (30 days)
Mediation with Delaware-based mediator (if negotiation fails)
Delaware state court litigation (as last resort)

14.3 Attorneys' Fees

Prevailing party in any litigation is entitled to reasonable attorneys' fees and costs.

15. GENERAL PROVISIONS

15.1 Entire Agreement

This Agreement, together with any schedules, appendices, or incorporated documents, constitutes the entire understanding and agreement between the Company and the Client with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, representations, proposals, communications, and agreements, whether oral or written, relating to such subject matter. The Client acknowledges that it is not relying on any representations, warranties, statements, or promises not expressly set forth in this Agreement.

15.2 Amendment

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties, except that the Company may update its fees, service descriptions, and standard terms by providing at least thirty (30) days’ written notice to the Client. Continued use of the Company’s Services after the effective date of such changes constitutes acceptance of the updated terms.

15.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

15.4 Assignment

The Company may assign or transfer its rights and obligations under this Agreement, in whole or in part, without the Client’s consent. The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company, and any attempted assignment without such consent shall be null and void.

15.5 Notice Requirements

All notices, requests, demands, and other communications under this Agreement must be in writing and delivered to the address or email address on file for each party. Notices sent by email shall be deemed delivered upon successful transmission, provided they are not returned as undeliverable. Notices sent by courier or certified mail shall be deemed delivered on the date of confirmed receipt. General information about the Services is also available on the Site at https://belize-offshore.info.

15.6 Governing Law and Compliance with Delaware Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of laws principles. In the event of any inconsistency between this Agreement and the Delaware Limited Liability Company Act or other applicable Delaware laws, the provisions of such laws shall prevail.

15.7 Electronic Communications

By using the Site or communicating with the Company electronically, the Client consents to receive communications from the Company electronically, including by email and by notices posted on the Site, and agrees that all such communications satisfy any legal requirement that such communications be in writing.

16. CONTACT INFORMATION

Company E-mail:
Ciphertrack Investigators Ligue
info@belize-offshore.info

Business Hours: Monday-Friday, 9:00 AM - 5:00 PM EST

17. ACKNOWLEDGMENT

By purchasing Services, Client acknowledges:

Receipt and review of this Agreement
Understanding of Delaware LLC Act implications
Acceptance of all terms and conditions
Agreement to Delaware law governance

CLIENT SIGNATURE REQUIRED FOR SERVICES

This document complies with the Delaware Limited Liability Company Act (6 Del. C. Chapter 18) and Delaware business formation regulations. For legal advice regarding your specific situation, please consult with a Delaware-licensed attorney.

Document Version: 2025.1
Delaware Law References: 6 Del. C. Chapter 18, 30 Del. C. § 5003
Compliance Date: July 01, 2025