This Corporate Entity Purchase Agreement (the “Agreement”) is entered into as of the effective date of purchase by and between JumpStart Incorporations Inc. (the “Seller” or “Company”), located at 15911 E Beaver Brook Lane, Parker, CO 80134 (email: [email protected]), and the Buyer (the individual or business entity purchasing the corporate entity, referred to hereafter as “Buyer”).

This Agreement sets forth the terms and conditions of the sale of a pre-established corporate entity, ensuring transparency, legal compliance, and protection for both parties. Buyer acknowledges that this is a legally binding agreement and that these terms govern the entire transaction  . By signing (or electronically accepting) this Agreement, both parties agree to all of the following:

1. INTRODUCTION & PURPOSE

1.1. Nature of the Transaction

This Agreement governs the sale and transfer of a corporate entity (corporation or LLC) from Seller to Buyer  . The parties agree that this is a business-to-business transaction: Seller is acting as a provider of pre-formed corporate entities, and Buyer is an entrepreneur, investor, or businessperson acquiring the entity for lawful business or investment purposes  . This is not a consumer good purchase. Buyer confirms that they are purchasing the corporate entity for business, investment, or commercial purposes, and not for personal, family, or household use  . Buyer further acknowledges that they are not an uninformed consumer but a business-savvy individual or entity capable of evaluating this transaction, and therefore consumer protection laws (which generally apply to personal purchases) do not apply to this sale  .

1.2. Buyer’s Acknowledgment of Business Expertise

By entering into this Agreement, Buyer represents and warrants that they have the requisite knowledge and experience to assess and operate the purchased corporate entity  . In particular, Buyer asserts that:

• Buyer fully understands the risks and responsibilities of business ownership. Buyer has either sufficient background, education, and experience in business matters, or has consulted with professional advisors (such as attorneys or accountants) to make an informed decision  .
• Buyer is not relying on the Seller for legal, financial, or tax advice regarding the use or operation of the corporate entity  . Any decisions regarding how to utilize the corporation (for credit building, asset protection, contracts, etc.) are made at Buyer’s own discretion and risk.
• Buyer has conducted whatever due diligence Buyer feels is necessary to evaluate the corporate entity (such as reviewing incorporation documents, ensuring the company meets Buyer’s needs in terms of age, state, name, etc.). Buyer accepts the entity “as-is” subject to the representations in this Agreement.

1.3. Commercial Nature & Legal Treatment

Both parties agree that this is a commercial (B2B) transaction and shall be interpreted under laws applicable to commercial contracts  . Buyer explicitly waives any defenses or claims under consumer protection laws because those laws are not applicable here  . Buyer agrees that no consumer rights (such as cooling-off periods or cancellation rights that might apply to door-to-door consumer sales, for example) apply to this purchase. This Agreement and the sale of the corporate entity are to be governed by the commercial and contract laws that apply to business-to-business transactions and corporate asset sales  .

2. TERMS OF PURCHASE

2.1. Corporate Entity Transfer

Seller agrees to transfer, and Buyer agrees to accept, ownership of the corporate entity described in the purchase order or invoice. For a corporation, this means Seller will transfer to Buyer 100% of the issued shares of that corporation, effectively making Buyer the sole shareholder (owner) of the corporation  . For an LLC, Seller will transfer to Buyer 100% of the membership interest in that LLC, making Buyer the sole member/owner  . The transfer will be evidenced by appropriate documents (e.g., stock certificates for corporations, or an assignment of membership interest for LLCs) delivered to Buyer.

2.2. Registered Agent Requirement

Buyer understands that registered agent services are NOT included in this purchase unless explicitly stated otherwise  . After the sale, Buyer is responsible for maintaining a valid registered agent for the entity in its state of incorporation (and any state in which it is qualified to do business). Seller will provide information on the current registered agent on record (if any) at time of sale, but it is Buyer’s duty to immediately update the registered agent to one of Buyer’s choosing post-purchase (this often involves filing a change with the Secretary of State). Failure to maintain an active registered agent could result in the state deeming the entity inactive or in bad standing (even administrative dissolution over time)  . Seller is not liable for any consequences (like penalties or dissolution) arising from Buyer’s failure to promptly secure a registered agent after transfer.

2.3. Final Sale; No Cancellations or Modifications

Buyer acknowledges that all sales are final, and this purchase cannot be canceled or modified once executed. Specifically:

• No Refunds: Buyer has no right to cancel the purchase or receive a refund once payment is made and transfer begun (except as expressly provided in the Refund Policy for limited store credit remedies). Buyer cannot claim a refund due to inability to obtain financing, not achieving a desired business outcome, or any other post-sale change of plans  .
• No Contingencies: Buyer’s obligations are not contingent on any future event (such as “I will only keep the company if I get a bank loan using it”). Buyer’s decision to purchase is independent of any particular outcome.
• Use of Entity: The inability of Buyer to use the corporate entity for a specific purpose (e.g., a lender’s decision, or a change in business strategy) is not a basis to unwind the sale. Funding results, credit approvals, or other business factors are not guaranteed and do not affect this Agreement  .

In summary, once ownership is transferred, Buyer is the owner regardless of what happens next, and Buyer assumes full responsibility for the entity.

2.4. Substitution of Corporate Entity

Seller makes all efforts to deliver the exact corporation or LLC that Buyer selected (by name, state, age, etc.). However, Buyer understands that on rare occasions, circumstances outside Seller’s control could make the originally chosen entity unavailable prior to completion of the sale. For example, simultaneous buyers might select the same entity online, or a state might take an administrative action. In such cases:

• Seller reserves the right to substitute a different but comparable corporate entity in place of the original    .
• The substitute entity will be of equal or greater value than the original. “Value” here considers factors like the state of incorporation, the age of the entity, and any special attributes. The substitute will have a similar incorporation year (or older) and similar characteristics to what Buyer intended to purchase  .
• If an exact match is not available (e.g., the same state and age), Buyer agrees to accept an entity from a different state of equivalent value, provided the overall value is equal or up to 20% higher than the original at no extra cost to Buyer  . (For instance, if Buyer’s chosen 5-year Nevada corp was unavailable, Seller might provide a 6-year Wyoming corp, if that is considered equivalent or slightly higher value due to extra age.)
• Seller will notify Buyer of the need for substitution and provide details of the proposed substitute entity. Buyer acknowledges that such substitutions are rare, but when they occur, they are final. Accepting the substitute constitutes full satisfaction of the order. Buyer will not be entitled to a refund or cancellation due to a substitution, as long as the substitute meets the criteria stated (equal or greater value)  .

Seller warrants that no substitution will occur after transfer; this clause only applies prior to finalizing the sale. Once Buyer owns an entity, Seller will not swap it for another unless Buyer requests an upgrade and both parties agree.

3. CONFIDENTIALITY, RISK DISCLOSURE & LIMITATION OF LIABILITY

Confidentiality: Buyer agrees to keep the specifics of this transaction confidential. This means you will not disclose the purchase price, this Agreement’s terms, or related communications to any third party without Seller’s prior written consent  . (An exception is made for your professional advisors or as required by law. For example, you may share documents with your attorney or accountant, or if a court orders you to disclose info, you can.) This confidentiality protects both parties’ privacy and business interests.

Investment Risk Acknowledgment: Buyer acknowledges that purchasing an aged corporate entity is an entrepreneurial investment and comes with no guarantee of success  . Buyer confirms that:

• No Critical Funds Used: Buyer is not using life-essential funds to buy this entity. You are not spending money that would jeopardize your personal well-being or that of your family if the business venture does not yield returns  .
• No Credit Repair or Score Improvement Services: Buyer understands that Seller is not providing any credit repair, credit building, or credit score improvement service as part of this purchase  . Seller has made no representations that buying this entity will automatically improve Buyer’s credit or guarantee funding. Seller explicitly does not remove negative credit report items, add trade lines, or interact with credit bureaus on Buyer’s behalf  .
• No Guaranteed Outcome: Seller has not guaranteed that Buyer will achieve any specific outcome (such as obtaining financing, winning contracts, saving taxes, etc.) by using this entity  . Any examples of potential uses of aged corporations are illustrative and not a promise. Buyer accepts that results depend on Buyer’s efforts and external factors outside Seller’s control.

Limitation of Liability: Under no circumstances will Seller’s liability to Buyer exceed the total amount actually paid by Buyer for the corporate entity and any directly related services in this Agreement  . If Buyer were to incur losses or damages for any reason related to this transaction or the purchased entity, Seller’s responsibility is capped at your purchase price. Additionally, if any remedy is warranted (for example, through dispute resolution), the default remedy will be a store credit for the amount paid, valid for six (6) months, unless a different remedy is required by an arbitrator’s award or law  . This limitation applies to any and all claims, whether contractual, tort (e.g., negligence), or otherwise.

By entering this Agreement, Buyer explicitly waives any claim to consequential or special damages (e.g., lost profits, lost opportunities) that might exceed the purchase price. Buyer also agrees that Seller is not liable for any outcomes or damages resulting from Buyer’s use of the corporation after purchase.

4. DISPUTE RESOLUTION & ARBITRATION

This Agreement includes a binding Arbitration Clause. Both parties agree to resolve all disputes arising under or related to this Agreement exclusively through binding arbitration, after attempting internal mediation, as detailed in the Company’s Dispute Resolution Policy (incorporated herein by reference)  .

Key points (as summarized from the Dispute Resolution Policy, which Buyer acknowledges having read):

• Mediation First: In the event of a dispute, Buyer agrees to first notify Seller and attempt an informal resolution through the free internal mediation process. Only if that fails may Buyer proceed to arbitration.
• Arbitration Forum: Arbitration will be administered by a neutral third-party arbitration provider that the Company has identified, in the order of preference listed in the Dispute Resolution Policy (net-ARB first, then others). The arbitration will likely be conducted via written submissions and/or remote hearings (no in-person requirement).
• Arbitration Scope: Any and all claims or controversies arising out of this Agreement (including its validity, any breach, or termination) shall be arbitrated, except for very limited exceptions as described in the Policy. This includes claims of misrepresentation, fraud, or any other cause of action.
• No Class Actions: Buyer agrees to individual arbitration only. No class-action or joint claims with other buyers are permitted.
• Location & Governing Law: The arbitration (or any necessary court actions, like enforcement) will take place in Colorado, and the Federal Arbitration Act (and Colorado law to the extent applicable) governs  .
• Fees and Costs: Arbitrator can allocate fees; Company might initially pay Buyer’s share and get reimbursed if Company prevails.
• Final and Binding: The arbitrator’s decision will be final, with very limited grounds for appeal or challenge.

By agreeing to this Arbitration clause, both Buyer and Seller give up their rights to go to court (except as provided in the Dispute Resolution Policy, e.g., small claims or injunctive relief under certain circumstances) and to have disputes decided by a judge or jury. They also waive the ability to participate in a class or representative proceeding.

In the event Buyer files a lawsuit or other proceeding in violation of this clause, Buyer shall be responsible for Seller’s costs and attorneys’ fees incurred in enforcing this arbitration agreement and getting the case dismissed.

(See the full Dispute Resolution Policy for complete details, which is hereby incorporated into this Agreement. By signing below, Buyer indicates they have read and agree to that Policy.)

5. PROFESSIONAL CONDUCT & INDEMNIFICATION

5.1. Fair Communication:

Buyer agrees to communicate with Seller in a fair, honest, and good-faith manner throughout the transaction and afterwards  . Buyer will not engage in any form of extortionate or defamatory conduct to improperly pressure Seller – for example, Buyer shall not threaten to post negative reviews, file false complaints, or spread misinformation about Seller in order to obtain something to which Buyer is not entitled under this Agreement  . Legitimate feedback or truthfully sharing one’s experience is not prohibited, but knowingly making false claims or baselessly disparaging Seller is.

• No False Statements: If Buyer is unhappy for some reason, Buyer will not deliberately make or publish false or misleading statements about Seller or its products as a tactic to force concessions  . This includes in any public forum, private complaint, or payment dispute. Examples of prohibited behavior: claiming “the company was full of debt” when it was not, or alleging “fraud” without factual basis.
• Opportunity to Cure Misunderstandings: If Buyer has made a statement that Seller believes is false/misleading and harmful, Seller will notify Buyer in writing and request correction or removal within 7 days  . Buyer agrees to take such a request seriously and, if the statement is indeed false or unsupported, to retract or correct it promptly.

5.2. Indemnification & Remedies for Misconduct:

Buyer agrees that if Buyer violates Section 5.1 (for example, posts blatantly false accusations that cause harm to Seller), Buyer will indemnify and hold Seller harmless from any resulting damages, including harm to reputation or business losses. Furthermore, the Parties agree that:

• Seller may seek relief through the agreed dispute resolution process (arbitration) to address any such false statements. The arbitrator is empowered to determine if Buyer’s statements were false and made in bad faith.
• If the arbitrator confirms Buyer engaged in deliberate falsehoods to coerce a refund or damage Seller, the arbitrator may award damages to Seller. This can include compensation for lost business, harm to reputation, and reasonable legal fees incurred to address the issue.
• If such statements remain public at the time of arbitration, the arbitrator can require additional damages for continuing harm per day until removal.
• Seller may also seek an injunction (court order) to have false statements removed, if necessary, to prevent irreparable harm  . The requirement to arbitrate does not prevent Seller from seeking quick injunctive relief in court specifically to take down defamation, though any monetary claims would still be handled in arbitration unless otherwise allowed.

This section isn’t meant to silence Buyer from sharing truthful opinions or experiences. Its purpose is to ensure disputes are handled through the agreed process rather than through destructive public tactics, and that both parties refrain from unethical behavior.

Buyer also agrees to indemnify, defend, and hold harmless Seller (and its affiliates, officers, etc.) from any third-party claims arising from Buyer’s actions with the purchased entity post-sale. (For example, if Buyer runs the company and incurs debts or gets into legal trouble, Buyer will handle those and not involve Seller.)

6. ENTIRE AGREEMENT

This Agreement, along with any other documents expressly incorporated by reference (e.g., Terms of Use, Refund Policy, Dispute Resolution Policy), constitutes the entire agreement between Buyer and Seller regarding this transaction. It supersedes all prior or contemporaneous agreements, understandings, negotiations, or discussions, whether oral or written, relating to the sale of this corporate entity.

Buyer acknowledges that they are not relying on any representation, promise, or statement not expressly contained in this written Agreement or directly incorporated documents  . Any advertisement, email correspondence, or verbal discussion about the aged corporation is merged into this Agreement. If Seller’s representative said something earlier but it’s not in here, Buyer cannot rely on it. Only written, signed modifications can amend this Agreement.

No amendment or modification to this Agreement will be valid unless in writing and signed by both parties.

If any provision of this Agreement is found unenforceable, the remaining provisions will still operate to the fullest extent permitted.