This Terms of Service Agreement (the “Agreement”) is entered into by and between CuboStart, LLC (“CUBOSTART”, “we, “us”, “our”), a company organized and existing under the laws of Florida, United States, and customer (“Customer” or “Client”).

Starting in 2024 many companies are required to report information to the Financial Crimes Enforcement Network (“FinCen”) about the individuals who ultimately own or control them, the Beneficial Ownership Information (“BOI”), by filing the FinCen BOI Report. To assist Client to comply with this requirement, CUBOSTART will facilitate the flow of information, capture the necessary data provided by Customer and process the filing of Customer’s FinCen BOI Report (collectively, the “Services”). We may use forms, documents, spreadsheets, emails, workflow tools, document management systems, websites (collectively, the “Platform”) to perform the Services.

By accessing or using our Services and Platform, the Customer agrees to comply with and be legally bound by the terms and conditions of this Agreement. In the event Customer finds any part of these terms unacceptable, it must refrain from accessing the Platform and using the Services.

1. Service Restrictions and Limitations: 

1.1 Not an Attorney: Our Services do not, and should not, be regarded as legal advice or recommendations, we do not provide legal services of any kind. This means that we do not: review the information Customer provides to us for legal accuracy or sufficiency or to identify or assess any particular legal issue or problem; apply the law to the facts of Customer’s situation; draw legal conclusions; issue legal opinions or provide legal advice.

2. Client-Provided Information and Responsibility.

2.1 Client Responsibility to Accuracy: Customer acknowledges and agrees that any information, data, content, or materials provided by Customer using our Services is of Customer’s sole responsibility. The Customer is responsible for the accuracy, completeness, and truthfulness of the information it submits to CUBOSTART. The Customer is also responsible for determining the relevance and suitability of the information provided for BOI reporting.

2.2 Disclosure of Beneficial Ownership: The Client is responsible for identifying and disclosing the ownership information about the individuals who directly or indirectly own or control the company. The Customer must follow the rules and definitions provided by the FinCen and the Corporate Transparency Act to make the determination of what individuals should be listed. Such definitions include, but are not limited to: disclosing all individuals who own or control at least 25 percent of the ownership interests, directly or indirectly, of the company, including equity, stock, voting rights; capital or profit interest; convertible instruments, options or other non-binding privileges to buy or sell any of the foregoing; and any other instrument, contract, or other mechanism used to establish ownership. The customer must also identify all individuals who exercise substantial control over the company including senior officers, individuals that have authority to appoint or remove certain officers or directors, individuals that are important decision-makers; and individuals that have any other form of substantial control over the company. Depending on the Customer’s corporate structure, these requirements may also involve the Customer’s parent company and other related entities and individuals (indirect control).

2.3 Customer Obligation to Timely Update Information: Customer is responsible for promptly updating and providing any new or revised information that may impact the FinCen BOI reporting. In the event there is any change after Customer’s initial FinCen BOI Report has been filed, the Customer must file an updated BOI report no later than 30 days after the date on which the change occurred, consequently CUBOSTART must be timely informed to be able to update the information within the required period. The Customer must follow the guidelines and definitions provided by the FinCen and the Corporate Transparency Act to make the determination of what changes should be reported, which include, but are not limited to: any change to the information reported for Customer’s company (such as registering a new DBA); any change in beneficial owners (such as a new Chief Executive Officer, or a sale that changes who meets the ownership interest threshold of 25 percent, or the death of a beneficial owner), or any change to a beneficial owner’s name, address, or unique identifying number. CUBOSTART shall not be liable for any losses, damages, or consequences arising from the use of outdated information or lack of timely updates.

2.4 Authorization to use Personal Information: By using our Services, the Customer acknowledges and agrees that it will be required to provide sensitive information about its business, officers, shareholders, and other controlling parties, including the controlling parties’ shareholders and officers when applicable. This information includes but is not limited to tax identification numbers (“Tax ID Number”), dates of birth (“DOB”), copies of personal ID or passports, and personal addresses. The Customer is fully responsible for the accuracy and completeness of the personal information provided about its beneficial owners and all the terms and provisions contained in this Agreement shall also apply to such information. The Customer acknowledges that the collection of this sensitive personal information is required to fulfill the Services and consents to its use for these purposes. We will handle this information in accordance with our Privacy Policy further described in this Agreement.

2.5 Reliance on Client-Provided Information: We rely on the information provided by the Customer to provide our Services and submit the FinCen BOI report. We do not independently verify the accuracy, veracity, or completeness of client-provided information. Therefore, we shall not be held responsible for any errors, omissions, or inaccuracies in the information provided by the Customer.  

2.6 Consequences of Inaccurate Information: Customer understands that any inaccuracies or incompleteness in the information it provides may result in significant harm and serious legal consequences to the Customer, its officers, and its shareholders. Such consequences may include fines, penalties and/or imprisonment if the Customer files a FinCen BOI report that contains false or fraudulent information. CUBOSTART shall not be liable for any losses, damages, or consequences arising from the use of inaccurate, incomplete, and/or outdated information.

2.7 Indemnification: Customer agrees to indemnify and hold CUBOSTART, our officers, directors, employees, and agents harmless from any claims, losses, liabilities, expenses, or damages (including attorneys’ fees) arising out of or in connection with Customer’s use of our Services and any inaccurate or incomplete or outdated information it provides.

3. Customer Representations and Warranties. 

By using our Services, Customer represents and warrant that:

3.1 The individual signing this Agreement on behalf of the Customer is at least 18 years of age and possesses the necessary legal authority to bind the Customer to these terms.

3.2 Customer will not use our Services for any illegal, unauthorized, or prohibited purposes. The Customer expressly represents and warrants that it is not engaged in, affiliated with, or participating in any illegal activities, including but not limited to, any criminal, fraudulent, or unauthorized actions that violate applicable laws and regulations. The Customer agrees to comply with all applicable laws, regulations, and ordinances in connection with its use of our Services.

3.3 Customer acknowledges that CUBOSTART’s role is to employ the information furnished by the Client to perform the Services. While CUBOSTART will exercise professional care, the Customer hereby expressly acknowledges its responsibility to provide accurate, complete and up-to-date information. The Customer recognizes that failure to provide such information may result in significant harm and serious legal consequences to the Customer, its officers, and its shareholders.

3.4 Customer hereby expressly represents that all funds invested or transferred to entities using our Services originate from legitimate, legal, and lawful sources and it has complied with all applicable legal and tax obligations in all applicable jurisdictions.

3.5 Sanctions Compliance: Customer hereby affirms that it is not based in a jurisdiction subject to comprehensive Sanctions Regulations or embargoes, nor is classified as a sanctioned individual or entity. The Customer further confirms that it will not access our Platform and Services from any sanctioned jurisdiction. Additionally, Customer commits not to provide, either directly or indirectly, any services to sanctioned jurisdictions or individuals/entities. In the event of a breach of this provision, Customer agrees to indemnify us for any fines or penalties incurred for such violation. “Sanctions Regulations” encompass all trade, economic, or financial sanctions, embargoes, or restrictive measures administered, enacted, or enforced by the United States (including, but not limited to, OFAC or the Department of State), the European Union or any European Union member state, the United Nations, the United Kingdom, or any other governmental entity of a jurisdiction where we conduct business.

3.6  Platform Account Security: To access and use our Platform, the Customer will be responsible for maintaining the security and confidentiality of Customer’s account credentials and for any activities that occur under its account.

3.7  Prohibited Activities: Customer will not engage in any activity that disrupts or interferes with the proper functioning of our Services, or that violates these Terms or any applicable laws. 

3.8 Failure to comply with these terms, representations and responsibilities may result in the termination or suspension of Customer’s account and access to our Services. We reserve the right to take legal action if necessary and will be entitled to attorney’s fee for such action if it proves necessary to initiate such legal action.

4. Confidentiality:

4.1 The term “Confidential Information” shall mean information that contains identifying features that can be attributed to the Client of a confidential and private nature. It shall also include information disclosed about the Client that would not otherwise be known by the receiving party, including personal documents and personal information, intellectual property, trade secrets, designs and processes, financial matters, or private business or commercial related communications.

4.2 CUBOSTART agrees to use Confidential Information provided by the Client only in relation to the Services in connection with which the information is provided and will not disclose the information, except where required by law, regulation, or professional obligation. CUBOSTART may, however, give Confidential Information to other subcontractors or pre-approved third-party providers assisting CUBOSTART in providing the Services. Any party to whom CUBOSTART subcontracts work will be required to keep Confidential Information confidential on the same basis as CUBOSTART.

4.3 Confidentiality shall not apply or extend to information (i) now in the public domain or which subsequently becomes public, (ii) information received by CUBOSTART from third parties who are not subject to a duty of confidentiality.

4.4 The Client agrees not to disclose any confidential information about CUBOSTART which it obtains as a result of the Services. 

4.5 This covenant shall survive for two years after the termination of the Services.

5. Term and Termination:

Term: This Agreement shall come into effect upon the date of acceptance by the Client and shall remain in effect while the Client utilizes the Platform and/or the Services, until the BOI report is filed. CUBOSTART will preserve client’s information for 12 months after BOI report is filed. CUBOSTART reserves the right to terminate this Agreement and the Client’s access to the Platform, at any time and without notice.

6. General Terms

6.1 Changes to Terms: We may update these Terms from time to time, and any changes will be effective immediately upon written notice and/or publishing in our Platform. Customer’s continued use of the Services after such changes constitutes its acceptance of the revised Terms.

6.2 Privacy Policy: Customer’s use of the Services is also governed by our Privacy Policy, defined in this Agreement. By using our Services, Client consents to the collection, use, and sharing of its information as described in the Privacy Policy.

6.3 Relationships between Parties: CUBOSTART is, and shall always be, an independent contractor in relation to the Client. 

6.4 Limitation of Liability: To the fullest extent permitted by law, we, our employees, agents, affiliates, consultants shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses. Notwithstanding anything to the contrary contained herein, our liability to the Customer for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount effectively paid for the Services.

6.5 Ownership and Property Rights: The Platform and the Services delivered, including trademarks, service marks, patents, property rights, intellectual property rights, ad know- how, and licenses thereto, owned or possessed by CUBOSTART shall remain the exclusive property of CUBOSTART, and nothing during the performance of the services shall constitute the transfer of ownership of or the grant by CUBOSTART to Client of any legal right or license. 

6.6 Insurance: The Client acknowledges that CUBOSTART does not maintain any insurance on behalf of the Client or Client’s employees or contractors and that it is Clients’ sole responsibility to obtain and keep in force such insurance as it determines appropriate. 

6.7 Management: The Client is responsible for any and all management decisions and functions. This responsibility includes designating an individual with suitable skills, knowledge, or experience to provide data for BOI reporting. The Client has the final responsibility for the data provided, therefore, Client should review them carefully before authorizing the submission of the FinCen BOI Report.

6.8 Communication: Both parties recognize and accept the security risks associated with email communications, messaging, SMS, WhatsApp, Skype and/or any other digital communication, including but not limited to the lack of security, unreliability of delivery and possible loss of confidentiality and privilege. 

6.9 Governing Law: These Terms and Customer’s use of our Services shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to these Terms or Customer’s use of our Services, including the existence, validity, interpretation, performance, termination, or breach thereof, shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in the State of Florida, and the language of arbitration shall be English.

7. Privacy Policy

By using our Services and Platform, the Customer consents to the practices described in this Privacy Policy.

7.1 Information We Collect

a) Personal Information: To effectively perform the Services, we may collect personal information from individuals such as Officers, Managers, Shareholders, high-level executives, and other relevant parties. This information may include, but is not limited to, full names, residential addresses, copies of identification documents or passports, Tax Identification Numbers, and any other data deemed essential for the provision of our Service.

b) Business Information: To effectively perform the Services, we may collect Customer’s information, including but not limited to name, address, contact information, Tax ID Numbers, financial records, and sensitive personal information from shareholders, owners, members, officers and other controlling entities and individuals.

c) Confidentiality: Personal and Business Information are treated as Confidential Information, described in the Confidentiality section, above.

 d) Usage Data: We collect data related to Customer’s use of the Website and Services, such as IP addresses, browser type, device information, and page views.

7.2 How We Use Customer’s Information

a) Service Delivery: We use personal information to provide and improve our Services, including processing government filings, transactions, verifying user identity, and delivering requested information.

b) Compliance: Tax ID Numbers are collected strictly to comply with legal and regulatory obligations and to fulfill our Services.

7.3 Disclosure of Customer’s Information

a) Third Parties: We may share personal information with third parties, including service providers or regulatory authorities, only as required by law or as necessary to provide our Services.

b) Legal Compliance: We may disclose the Customer’s information when required by law, to protect our rights, or to comply with a legal process.