SUNSHINE REGISTERED AGENT — TERMS OF SERVICE

Last Updated: July 2026

IMPORTANT NOTICE: SECTION 30 OF THESE TERMS CONTAINS A BINDING INDIVIDUAL ARBITRATION PROVISION AND A WAIVER OF CLASS ACTIONS AND JURY TRIALS. IT AFFECTS YOUR LEGAL RIGHTS. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS AS DESCRIBED IN SECTION 30.8.

PART I — GENERAL TERMS

1. Parties; Acceptance; Structure of This Agreement

1.1. These Terms of Service (this "Agreement") are a binding contract between New Idea HoldCo Inc, a Delaware corporation doing business as Sunshine Registered Agent ("Sunshine," "we," "us," or "our"), with an address at 2810 N Church St, Wilmington, Delaware 19802, and the person or entity that accepts them ("you" or "Customer").

1.2. You accept this Agreement by checking the acceptance box and completing a purchase, by creating an Account, or by using the Services. If you do not agree, do not use the Services.

1.3. This Agreement is organized in seven Parts: (I) General Terms; (II) Formation and Filing Services; (III) Registered Agent Services; (IV) Fees, Billing, and Refunds; (V) Platform, Content, and Data; (VI) Risk Allocation; and (VII) Disputes and General Provisions.

1.4. The following are incorporated into this Agreement by reference: our Privacy Policy located at https://sunshineregisteredagent.com/privacy, and the terms of any promotional offer you accept. In the event of a conflict, this Agreement controls unless the promotional terms expressly state otherwise.

1.5. We maintain records of the version of this Agreement in effect on the date of your acceptance.

2. Not a Law Firm; No Professional Advice

2.1. Sunshine is not a law firm, an accounting firm, or a tax advisor, and is not a substitute for the advice of a licensed attorney or accountant. No attorney-client, accountant-client, or other professional relationship is created by your use of the Services.

2.2. Information provided on our website or through the Services is general information about business formation and compliance topics. It is not legal, tax, or accounting advice and is not tailored to your circumstances. If you need advice, consult a licensed professional.

2.3. Our document services are self-directed. Documents are generated from information and selections you provide. We may review submissions for completeness and internal consistency, but we do not review documents for legal sufficiency and we do not provide advice about what selections you should make.

3. Definitions

"Account" means the online account you create with Sunshine, including the customer dashboard.

"Compliance Services" means the ongoing filing services described in Section 10.

"Covered Filings" means the filings enumerated in Section 10.2.

"Formation Services" means the entity formation and related filing services described in Section 5.

"Legal Mail" means service of process, official mail from the Florida Division of Corporations or other government agencies, and legal notices directed to your entity at the Registered Address.

"Plan" means a service package (Basic, Standard, or All Inclusive) as described on our pricing page and in Schedule 1.

"RA Provider" means the third-party registered agent service provider designated by Sunshine from time to time to serve as the registered agent of record for your entity. The RA Provider as of the Last Updated date is Registered Agents Inc.

"RA Services" means the registered agent services described in Part III.

"Registered Address" means the street address of the RA Provider listed as your entity's registered office.

"Services" means, collectively, the Formation Services, Compliance Services, RA Services, and the Sunshine website and Account.

"State Fees" means fees, taxes, and charges imposed by the State of Florida or any other government agency in connection with a filing, including the Florida filing fee and any late fees or penalties.

4. Eligibility; Accounts

4.1. You must be at least 18 years old and able to form a binding contract to use the Services.

4.2. If you use the Services on behalf of an entity or another person, you represent that you have full authority to bind that entity or person to this Agreement, and "Customer" includes that entity or person. If you lack such authority, you are personally bound by this Agreement and personally responsible for all obligations under it.

4.3. You agree to provide accurate, current, and complete information when you register and purchase, and to keep your Account information — including your email address, phone number, mailing address, and payment method — accurate and current at all times. You acknowledge that the Services depend on our ability to reach you and that failure to maintain current contact information can result in missed legal notices, missed filings, and other serious consequences for which you are responsible.

4.4. You are responsible for maintaining the confidentiality of your Account credentials and for all activity under your Account. Notify us immediately of any unauthorized use.

4.5. We may require reasonable identity or authority verification before providing or continuing any Service. We may decline or cancel an order for legitimate business reasons, including suspected fraud, failure of verification, legal compliance concerns, or inability to perform, in which case we will refund amounts paid for Services not performed (excluding State Fees already submitted).

PART II — FORMATION AND FILING SERVICES

5. Scope of Formation Services

5.1. Formation Services are described on our pricing page and in Schedule 1 and may include, depending on your Plan: a preliminary business name availability check; preparation and filing of Articles of Organization (or equivalent formation document); an operating agreement template; an Employer Identification Number (EIN) application; compliance alerts; and annual report filing.

5.2. The Services cover Florida entities and Florida state filings, together with the federal EIN application, unless a Service expressly states otherwise.

5.3. A name availability check is a preliminary, non-binding courtesy based on information available from the Florida Division of Corporations at the time of the check. Final acceptance of a name rests exclusively with the state. We do not check trademarks, service marks, trade names, or domain availability, and we make no representation that your use of any name is lawful. You are solely responsible for trademark clearance and for any professional licensing or regulatory approvals required for your business.

6. Authorization; Limited Power of Attorney

6.1. By purchasing Formation Services or Compliance Services, you appoint Sunshine and its designees as your true and lawful attorney-in-fact, and grant Sunshine a limited power of attorney, solely for the following purposes: (a) to prepare and complete formation documents, annual reports, amendments, and other Covered Filings using the information you provide; (b) to use and sign the name of you or your designated authorized representative ("Authorized Representative") on all formation documents and Covered Filings, including by electronic signature; (c) to list Sunshine or its designee as organizer or incorporator where required or customary, and thereafter to remove Sunshine or its designee from that role; (d) to submit filings to the Florida Division of Corporations, the Internal Revenue Service (for EIN applications), and other applicable agencies; and (e) to take the actions described in Section 6.3.

6.2. You represent and warrant that you have the authority to designate the Authorized Representative and to authorize the use and signature of the Authorized Representative's name as described in Section 6.1, and that the Authorized Representative has consented to such use.

6.3. Registered agent withdrawal. If (a) you provide information that is false, fraudulent, or materially inaccurate, or (b) we are unable to reach you using your Account contact information after at least [three (3)] documented attempts over a period of not less than [thirty (30)] days in connection with a matter requiring your input, then, in addition to our termination rights, you authorize Sunshine to terminate the RA Services and to prepare and submit filings effecting the RA Provider's resignation or removal as your entity's registered agent, after written notice to your Account email and a final opportunity of not less than [fifteen (15)] days to respond. You acknowledge that resignation or removal of the registered agent without a successor may result in your entity losing good standing or being administratively dissolved by the state, and that those consequences are your sole responsibility. Sunshine will not file articles of dissolution, withdrawal, or cancellation for your entity except at your request.

6.4. This limited power of attorney is coupled with an interest to the extent of fees due to Sunshine, is limited strictly to the purposes stated, and terminates upon termination of the applicable Services, except as needed to complete filings already in process.

7. Customer Information; Reliance

7.1. You represent and warrant that all information you provide to Sunshine for preparation or submission to any government agency is true, correct, and complete.

7.2. You acknowledge that Sunshine prepares and submits filings in reliance on the information you provide, without independent verification. You are solely responsible for errors, rejections, penalties, or other consequences resulting from inaccurate or incomplete information you supply.

7.3. You agree to notify us of any change to your entity information or contact information within thirty (30) days of the change.

8. Processing Times; Same-Day Processing

8.1. "Same-day processing," where included in your Plan, means that a complete order received by 12:00 p.m. Eastern Time on a business day will be submitted to the Florida Division of Corporations the same business day. Orders received after 12:00 p.m. Eastern Time, on weekends, or on state or federal holidays are submitted the next business day. An order is "complete" when we have received all required information, your acceptance of this Agreement, and payment in full, including State Fees.

8.2. Submission is not approval. Processing and approval times of the Florida Division of Corporations, the IRS, and other agencies are outside our control, vary, and are not guaranteed. We are not responsible for delays, rejections, backlogs, government shutdowns, system outages, or errors of any government agency, or for delays caused by internet, telecommunications, or electronic systems failures.

9. Service Guarantees

9.1. 100% Accuracy Guarantee. If a filing prepared by Sunshine contains an error caused by Sunshine, we will correct the error and re-file the affected document free of charge, including payment of any additional State Fees made necessary solely by our error. This guarantee does not apply to errors, omissions, or inaccuracies in information you or your Authorized Representative supplied, to state processing errors, or to consequences of delay by any government agency. Correction and re-filing as described in this Section is your sole and exclusive remedy for filing errors, subject to Section 27.

9.2. Best Price Guarantee. If, within [thirty (30)] days of your purchase, you find a lower publicly advertised price from LegalZoom, ZenBusiness, Bizee, Swyft Filings, or Tailor Brands for a service package of equivalent scope for a Florida entity, we will match that price or refund the difference, at our election. To claim, submit the competitor's published price to info@sunshineregisteredagent.com within the claim window with sufficient detail for us to verify it. This guarantee applies to service fees only (not State Fees), excludes limited-time promotions, bundle-contingent pricing, and pricing errors, and may be modified or discontinued prospectively at any time.

9.3. Lifetime Support. "Lifetime support" means access to our customer support channels (as listed on our website) regarding your purchased Services for as long as you maintain an active Account or active subscription with Sunshine. It is not a promise of perpetual services, of any particular response time, or of support for matters unrelated to the Services, and it does not include legal, tax, or accounting advice.

10. Compliance Services

10.1. Eligibility; commencement. Compliance Services are available only for entities in good standing with the State of Florida. We may verify status before performing the first filing. Compliance Services are not effective until [fourteen (14)] business days after purchase; filings due within that window are not covered unless we expressly agree in writing.

10.2. Covered Filings. Where your Plan includes "all federal and state compliance filings" or similar language, the filings covered are, and are limited to, the following ("Covered Filings"): (a) the Florida annual report for your entity; and (b) amendments and updates to your entity's record with the Florida Division of Corporations, including changes of principal address, registered agent, members, managers, or officers, and amendments to Articles of Organization, in each case when requested by you through your Account. No other filing is included.

10.3. Exclusions. Compliance Services do not include, and Sunshine has no responsibility for: local, county, or municipal business licenses or tax receipts; industry-specific licenses or permits; federal, state, or local tax registrations, elections, or returns; payroll, sales tax, or employment filings; beneficial ownership or similar federal reporting; foreign qualifications outside Florida; or any advice regarding any of the foregoing.

10.4. Your obligations. You must complete any information requests and fund all applicable State Fees at least [fifteen (15)] business days before a filing deadline. If you fail to do so, or if a payment method fails after notice, we have no obligation to complete the filing and you are solely responsible for late fees and penalties, including Florida's late annual report fee.

10.5. Alerts are a courtesy. Compliance alerts and renewal reminders are provided as a courtesy. While we will make commercially reasonable efforts to send them, failure to send or your failure to receive an alert does not create liability for Sunshine and does not excuse your filing obligations, which remain yours at all times.

10.6. Pre-existing issues. We are not responsible for loss of good standing, dissolution, penalties, or other consequences arising from delinquencies or defects that existed before your purchase or that arise from filings and obligations outside the Covered Filings.

PART III — REGISTERED AGENT SERVICES

11. Nature of the Service; Third-Party RA Provider

11.1. Disclosure. RA Services are performed by the RA Provider, a third party. The registered agent of record listed with the Florida Division of Corporations for your entity is the RA Provider, not Sunshine, and the registered office address is the RA Provider's address. Sunshine arranges the RA Services, manages the relationship with the RA Provider, collects fees, and delivers documents to you through your Account dashboard.

11.2. The RA Provider as of the Last Updated date is Registered Agents Inc. Sunshine may substitute the RA Provider at any time, provided the substitution does not increase the cost to you, and will reflect the current RA Provider in your Account.

11.3. You authorize Sunshine, on your behalf and on behalf of your entity, to (a) designate the RA Provider as your entity's registered agent and registered office with the state, and (b) agree to the RA Provider's service terms to the extent necessary to provide the RA Services, including terms restricting use of the Registered Address and governing document handling as reflected in this Part III.

11.4. Third-party beneficiary. The RA Provider is an intended third-party beneficiary of this Part III and of Sections 27 and 28, and may enforce their protections directly. Except as stated in this Section 11.4 and in Section 34, there are no third-party beneficiaries of this Agreement.

12. Service of Process; Delivery of Documents

12.1. You authorize the RA Provider to receive Legal Mail on behalf of your entity and to scan and upload it, and you authorize Sunshine to make it available to you, through your Account dashboard.

12.2. RA Services "commence" upon the earlier of (a) the RA Provider being listed as your registered agent with the Florida Division of Corporations, or (b) the first upload of a document received for your entity.

12.3. Legal Mail is typically scanned and uploaded within [two (2)] business days of receipt, and a notification is sent to your Account email when a document is uploaded. You are responsible for monitoring your Account and email. Uploading to your dashboard and notification to your Account email constitute delivery to you.

13. Mail Handling; Non-State Mail; Packages

13.1. Legal Mail is scanned and uploaded at no per-document charge for active subscriptions, subject to Section 17.

13.2. Non-state regular mail. Mail that is not Legal Mail ("regular mail") is not included in your subscription. Each piece of regular mail received and uploaded is subject to a per-document fee of $25, charged to your payment method or payable before viewing. Junk mail and unsolicited marketing mail are not uploaded and are discarded.

13.3. The Registered Address is not a mailing address. The RA Services are not a mail forwarding, virtual office, or business address service.

13.4. Packages. Packages arriving at the Registered Address will be refused on delivery or returned to origin where possible. If neither is possible, you will be notified, and the package will be held for no more than twelve (12) days from receipt and notification before disposal. Neither Sunshine nor the RA Provider acts as a bailee or warehouse or owes any duty of care with respect to packages. If you request delivery of a package, you are responsible for all shipping and insurance.

13.5. Physical copies. You may request the physical copy of an uploaded document within fifty (50) days of its receipt. Fulfillment of requests after fifty (50) days is not guaranteed. Original documents are not otherwise forwarded and may be destroyed sixty (60) days after a copy is delivered to your dashboard.

13.6. No seller verification. Neither Sunshine nor the RA Provider provides online marketplace storefront or seller verification (including Amazon, Google, or Walmart verification postcards or similar), and such verification requests cannot be completed at the Registered Address.

14. Registered Address — Use Restrictions

14.1. The Registered Address may be used solely for the receipt of Legal Mail by the RA Provider as your registered agent. You will not use, and will not permit others to use, the Registered Address as your business address, mailing address, principal place of business, or location of operations, and you will not list it on business cards, brochures, websites, emails, marketing materials, bank or credit applications, vehicle or toll records, or any USPS change-of-address or mail-forwarding request.

14.2. If you or anyone acting for your entity uses the Registered Address in violation of Section 14.1, then: (a) neither Sunshine nor the RA Provider has any duty to accept, hold, or forward items received as a result, and neither is liable for their loss; (b) you are liable for all costs incurred in connection with the unauthorized use; (c) you will cease all such use within three (3) business days of demand; and (d) Sunshine may terminate the RA Services and the RA Provider may resign as registered agent in accordance with law.

14.3. You consent to Sunshine sharing your contact information and relevant Account information with the RA Provider as necessary to provide the RA Services and to enforce the restrictions in this Section 14.

14.4. What keeps your personal address off the public record is the listing of the RA Provider's address as your registered office. Any address you supply for other public filings (such as a principal address on an annual report) will appear on the public record.

15. Misdelivery; No Guarantee of Receipt

15.1. Neither Sunshine nor the RA Provider warrants that every item of Legal Mail will be received or will never be misdelivered. If a misdelivery is discovered, we will make commercially reasonable efforts to notify the intended and unintended recipients promptly and to retrieve the item.

15.2. Neither Sunshine nor the RA Provider is responsible for items for which there is no record of receipt at the Registered Address, or for the actions of postal and delivery services, process servers, or government agencies.

16. Customer Duties (Registered Agent)

16.1. You must keep your Account contact information and your entity's status information current per Section 4.3 and Section 7.3.

16.2. Upon request, you will provide within [five (5)] business days any information required for Sunshine or the RA Provider to comply with laws applicable to the provision of registered agent services, including the name, verified physical address, and phone number of a natural-person communications contact for your entity. You will reimburse Sunshine for fines or expenses incurred because of your failure to timely provide such information.

17. RA Fees; Renewal; Nonpayment; Document Lock

17.1. RA Services are an annual subscription billed in advance and renew automatically as described in Section 20. RA subscription fee changes will be communicated at least thirty (30) days before they take effect and apply beginning with your next renewal.

17.2. If payment for the RA subscription fails or is not made when due, we will notify you and retry payment as described in Section 20.5. If payment is not received within [fifteen (15)] days of the due date, we may: (a) suspend access to documents in your dashboard, which will be placed in a locked status and will not be viewable until your outstanding balance is paid ("Document Lock"); and (b) after further notice, terminate the RA Services under Section 29.

17.3. Legal Mail notice during Document Lock. During any Document Lock, we will continue to notify you of the existence of newly received Legal Mail, including the sender and document type where reasonably identifiable, even though the document itself is not viewable until payment.

17.4. Upon termination of RA Services for nonpayment, Sections 18.3 through 18.5 apply. You are fully responsible for the consequences to your entity of termination of RA Services for nonpayment, including loss of good standing or administrative dissolution if you fail to appoint a successor agent.

18. Cancellation of RA Services; Successor Agent

18.1. You may cancel the RA Services at any time online through your Account, or by phone or email, as described in Section 20.4.

18.2. Because the RA Provider remains the registered agent of record until your entity's state record is changed, cancellation of billing does not by itself remove the RA Provider from your entity's record. To complete your transition you must appoint a successor registered agent (or lawfully self-designate) and file the change with the Florida Division of Corporations. We offer a change-of-agent filing service for a fee of $75 plus State Fees.

18.3. If you cancel, billing stops as of your next renewal date (no pro-rata refunds, per Section 21.6). If you have not appointed a successor agent by [sixty (60)] days after cancellation, the RA Provider may resign as registered agent in accordance with Florida law, which may result in your entity losing good standing or being administratively dissolved. You are solely responsible for those consequences.

18.4. After the effective date of cancellation or termination, neither Sunshine nor the RA Provider has any obligation to accept, upload, or forward mail or service of process for your entity, even if the RA Provider remains listed on state records because you have not completed the agent change. Items received may be returned to sender or, where return is not possible, handled per Section 17.2's Document Lock mechanics or destroyed.

18.5. You will make reasonable efforts to notify relevant parties (banks, agencies, counterparties) of your new registered agent and address, and you remain bound by Section 14 after cancellation.

PART IV — FEES, BILLING, AND REFUNDS

19. Fees; State Fees; Taxes

19.1. Service fees are as stated at checkout and in Schedule 1. You are responsible for all State Fees, which are charged in addition to service fees, are collected by us for remittance to the state, and are non-refundable once submitted to the state. State Fees are set by government agencies and may change without notice to us; if a State Fee increases between your order and our submission, we will notify you and collect the difference before filing.

19.2. You are responsible for any sales, use, or similar taxes applicable to your purchase of the Services.

20. Automatic Renewal; Cancellation

20.1. AUTO-RENEWAL CONSENT. BY PURCHASING A SUBSCRIPTION SERVICE (INCLUDING RA SERVICES AND ANNUAL COMPLIANCE PLANS), YOU AGREE THAT THE SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE-YEAR TERMS AT THE THEN-CURRENT RENEWAL PRICE DISCLOSED AT CHECKOUT OR NOTIFIED UNDER SECTION 17.1, AND THAT YOUR PAYMENT METHOD ON FILE WILL BE CHARGED ON OR ABOUT EACH RENEWAL DATE, UNLESS YOU CANCEL BEFORE THE RENEWAL DATE.

20.2. The renewal term, renewal price, billing timing, and cancellation methods are disclosed at checkout before you consent. The Basic Plan is a one-time purchase, does not include any subscription, and does not renew; this Section 20 does not apply to it.

20.3. We will send a renewal reminder to your Account email at least thirty (30) days before each annual renewal, stating the renewal price and date and how to cancel.

20.4. You may cancel any subscription at any time online through your Account dashboard, or by phone at [NUMBER] or email at info@sunshineregisteredagent.com. Cancellation is effective as of your next renewal date. Cancellation is at least as easy as enrollment.

20.5. If a renewal payment fails, we will notify you and may retry the payment up to [five (5)] times over the following [thirty (30)] days. If you have enrolled in an account-updater service through your card network, your card details may be updated automatically; you may opt out with your card issuer.

21. Refund Policy

21.1. Formation Services. You may request a full refund of Formation Service fees within [sixty (60)] days of purchase, provided no filing has been submitted to the state. Once any component of an order has been submitted to the state, the service fees for that order are non-refundable, and State Fees are non-refundable in all cases once submitted.

21.2. RA Services. RA subscription fees are refundable within [thirty (30)] days of purchase if the RA Services have not commenced (Section 12.2). Once RA Services commence, fees for the current term are non-refundable.

21.3. Compliance subscriptions. Refundable in full within [thirty (30)] days of purchase, less any State Fees and fees for filings already submitted. Thereafter, cancellation stops future renewals.

21.4. One-time filings. Fully refundable if cancelled before any filing attempt. If we are unable to complete a filing for reasons other than our error, we will refund the service fee less a processing fee of $[AMOUNT].

21.5. Abandoned orders. An order is abandoned if we cannot proceed for [one hundred twenty (120)] days because you have not provided required information or responses despite our documented requests. Fees for abandoned orders are earned and non-refundable.

21.6. No pro-rata refunds. Except as expressly stated in this Section 21, fees are non-refundable, and no refunds or credits are provided for partial subscription periods, unused services, or mid-term cancellations.

21.7. Refunds are first applied against any outstanding balance on your Account.

21.8. Chargebacks. You agree to contact us to resolve any billing dispute before initiating a chargeback, and to respond to our reasonable documentation requests within [ten (10)] days during any payment-network inquiry. We may suspend Services during the pendency of a chargeback of the corresponding charge.

PART V — PLATFORM, CONTENT, AND DATA

22. License; Acceptable Use; Intellectual Property

22.1. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the website and your Account for your own business purposes in accordance with this Agreement.

22.2. You will not: (a) use the Services for any unlawful purpose or to submit false or misleading information to us or any government agency; (b) copy, resell, sublicense, frame, scrape, or commercially exploit the Services or any content other than your own documents; (c) reverse engineer or attempt to access non-public areas of our systems; (d) upload malicious code or interfere with the operation or security of the Services; (e) harvest personal information of others; or (f) use the Services or our confidential information to build or support a competing registered agent or filing service.

22.3. The website, dashboard, software, templates, and all associated intellectual property are and remain the property of Sunshine or its licensors. Documents generated for you from your information are yours to use for your entity's purposes. If you provide suggestions or feedback, you assign to us all rights in them, and we may use them without restriction or compensation.

23. Customer Content; Document Storage

23.1. You are responsible for the accuracy and lawfulness of the information and content you submit. You grant us a license to store, reproduce, process, and transmit your content as necessary to perform the Services and comply with law.

23.2. While your Account is active and in good standing, documents in your dashboard remain available to you, subject to Section 17.2. For thirty (30) days following termination of your Account, you may request an export of your documents. After that window, we may delete stored documents, and we have no obligation to retain them.

24. Privacy; Data Sharing; Business Transfers

24.1. Our collection and use of personal information is described in our Privacy Policy. By using the Services you consent to it.

24.2. Without limiting the Privacy Policy, you specifically consent to our sharing of your information: (a) with the RA Provider as described in Section 14.3 and as necessary to provide the RA Services; (b) with the Florida Division of Corporations, the IRS, and other agencies as necessary to perform filings; and (c) with our payment processors to process transactions.

24.3. Business transfers. If Sunshine or substantially all of its assets are acquired, or in the event of a merger, reorganization, or sale, customer information and Accounts may be transferred to the acquirer or successor as part of that transaction, and this Agreement will bind and benefit the successor. You do not acquire any right to notice of, consent over, or participation in any such transaction, and no such transaction requires your approval or gives rise to any claim by you, provided the successor assumes our obligations under this Agreement.

25. Third-Party Services

25.1. Certain services are performed by or purchased from third parties, including the RA Provider and payment processors, and are subject to those parties' terms to the extent described in this Agreement. Except as expressly provided in this Agreement, Sunshine is not responsible for the acts or omissions of third parties that are not performing Services on our behalf.

25.2. If we refer you to a third-party product or service and receive compensation for the referral, we will disclose that we may be compensated.

PART VI — RISK ALLOCATION

26. Disclaimer of Warranties

26.1. EXCEPT FOR THE EXPRESS SERVICE GUARANTEES IN SECTION 9, WHICH SURVIVE THIS DISCLAIMER, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND SUNSHINE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

26.2. WITHOUT LIMITING SECTION 26.1, SUNSHINE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT ANY FILING WILL BE ACCEPTED OR APPROVED BY ANY GOVERNMENT AGENCY; OR THAT ANY AGENCY WILL ACT WITHIN ANY PARTICULAR TIME.

26.3. Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the above exclusions apply to the fullest extent permitted, and any non-excludable warranty is limited to the minimum scope and period required by law.

27. Limitation of Liability

27.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SUNSHINE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES, NOR THE RA PROVIDER, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

27.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF SUNSHINE AND THE RA PROVIDER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO SUNSHINE FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000).

27.3. The parties acknowledge that the fees for the Services are priced in reliance on the allocations of risk in this Part VI, that the Services could not be offered at these prices without them, and that they represent a reasonable allocation of risk between the parties.

27.4. Nothing in this Agreement creates a fiduciary relationship between you and Sunshine. Nothing in this Section limits liability that cannot be limited under applicable law, including liability for fraud or willful misconduct.

27.5. Any claim arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the cause of action accrues, or it is permanently barred, to the extent such a limitation is permitted by applicable law.

28. Indemnification

28.1. You will indemnify, defend, and hold harmless Sunshine and the RA Provider, and their respective officers, directors, employees, agents, and affiliates, from and against claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) your breach of this Agreement; (b) inaccurate, incomplete, false, or fraudulent information you supplied; (c) use of the Registered Address in violation of Section 14 by you or anyone acting for your entity; (d) your violation of law or of the rights of a third party; or (e) claims or proceedings in which Sunshine or the RA Provider is named as a party by reason of having acted as your registered agent, organizer, incorporator, or filing agent at your direction, except to the extent the claim arises from Sunshine's breach of this Agreement.

28.2. We will control the defense of any indemnified claim with counsel of our choosing, and you will reasonably cooperate. You will not settle any indemnified claim in a manner that imposes obligations on Sunshine or the RA Provider without written consent.

PART VII — DISPUTES AND GENERAL PROVISIONS

29. Term; Suspension; Termination

29.1. This Agreement is effective when you accept it and continues while you use the Services.

29.2. You may terminate your Account and subscriptions at any time using the cancellation methods in Section 20.4, subject to the RA transition mechanics in Section 18.

29.3. We may suspend or terminate a Service or your Account: (a) immediately, on notice, for fraud, illegal use, submission of false information to a government agency, or a security threat; (b) for any other material breach (including nonpayment), if the breach is not cured within [fifteen (15)] days after written notice; or (c) if we discontinue a Service generally, in which case we will refund the unused portion of prepaid fees for that Service notwithstanding Section 21.6.

29.4. Upon termination: amounts due remain payable; Section 18 governs the RA wind-down; Section 23.2 governs document export; and Sections 2, 7, 14, 18.4, 18.5, 21, 22.3, 23, 24, 26, 27, 28, 30, 31, and 34 survive.

30. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES ARBITRATION OF DISPUTES ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

30.1. Informal resolution first. Before commencing arbitration, the party asserting a Dispute must send the other a written Notice of Dispute describing the claim and the relief sought (to Sunshine at [EMAIL/ADDRESS]; to you at your Account email). The parties will attempt in good faith to resolve the Dispute for thirty (30) days after the Notice is received. Arbitration may be commenced only after that period expires.

30.2. Agreement to arbitrate. Except as provided in Section 30.6, any dispute, claim, or controversy between you and Sunshine arising out of or relating to this Agreement or the Services, whether based in contract, statute, tort, or any other theory, and whether arising before or after termination ("Dispute"), will be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect. This arbitration agreement evidences a transaction in interstate commerce and is governed by the Federal Arbitration Act. The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this arbitration agreement, except that a court decides the enforceability of the class waiver in Section 30.4.

30.3. Procedure; fees. Arbitration will be seated in the county of your residence or in [Miami-Dade County], Florida, at your election, and may be conducted by telephone, videoconference, or on written submissions for smaller claims in accordance with AAA rules. For Disputes in which you seek $50,000 or less, Sunshine will pay the AAA filing, administrative, and arbitrator fees and will reimburse your filing fee. For larger Disputes, AAA rules govern fee allocation. Each party bears its own attorneys' fees and costs, except where applicable law provides for fee recovery to a prevailing party or the arbitrator finds a claim or defense frivolous. The arbitrator may award the same individual relief that a court could, including declaratory or injunctive relief, but only in favor of the individual party and only to the extent necessary to remedy that party's individual claim. Judgment on the award may be entered in any court of competent jurisdiction.

30.4. CLASS ACTION AND JURY WAIVER. ALL DISPUTES WILL BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY MAY PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON. EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY. If the class waiver in this Section is found unenforceable as to a particular Dispute, then this entire Section 30 (other than this sentence and Section 30.6) is void as to that Dispute, which will proceed in court under Section 31.

30.5. Confidentiality. The arbitration, including all filings, evidence, and the award, is confidential, except as needed to enforce or challenge the award, as required by law, or as the parties agree in writing. This Section does not prevent you from reporting concerns to any government agency.

30.6. Carve-outs. Either party may (a) bring an individual claim in small claims court in a jurisdiction with authority over the parties, and (b) seek temporary injunctive relief in court to protect intellectual property or to address unauthorized access to systems, pending arbitration.

30.7. RA transition unaffected. Your obligations under Section 18 regarding appointment of a successor registered agent are operational obligations that continue during any Dispute, and Sunshine's obligations to provide access to Legal Mail notices under Section 17.3 likewise continue; however, neither the existence of a Dispute nor this Section conditions or limits your right to commence arbitration.

30.8. 30-DAY RIGHT TO OPT OUT. You may opt out of this arbitration agreement and class waiver by sending written notice within thirty (30) days after you first accept this Agreement to: New Idea HoldCo Inc, d/b/a Sunshine Registered Agent, 2810 N Church St, Wilmington, Delaware 19802, Attn: Arbitration Opt-Out, or by email to info@sunshineregisteredagent.com with the subject "Arbitration Opt-Out." Your notice must include: (1) your name; (2) your Account email address; and (3) a clear statement that you opt out of arbitration. Opting out does not affect any other provision of this Agreement, including Section 31.

30.9. This Section 30 survives termination of this Agreement.

31. Governing Law; Venue

31.1. This Agreement and any Dispute are governed by the laws of the State of Florida, without regard to conflict of laws principles, except that the Federal Arbitration Act governs Section 30.

31.2. For any Dispute not subject to arbitration (including where you have opted out, small-claims-eligible matters filed in court, and actions to compel arbitration or enforce an award), the state and federal courts located in [Miami-Dade County], Florida have exclusive jurisdiction, and the parties consent to personal jurisdiction and venue there — except that a consumer may bring an individual action in the courts of their county of residence in Florida where required by law.

32. Changes to This Agreement

32.1. We may revise this Agreement from time to time. If a change is material, we will notify you by email at least thirty (30) days before it takes effect, and you may cancel affected subscriptions before the effective date without penalty. Non-material changes are effective when posted. The version in effect at the time of a purchase governs that purchase; changed terms govern renewals occurring after their effective date.

33. Notices; Electronic Communications

33.1. You consent to receive notices, disclosures, and records electronically, including by email to your Account email and by posting in your Account. Electronic notices satisfy any legal requirement that a communication be in writing.

33.2. Notices to Sunshine must be sent to info@sunshineregisteredagent.com or to New Idea HoldCo Inc, 2810 N Church St, Wilmington, Delaware 19802. Notices to you are effective when sent to your Account email; notices to us are effective on receipt.

34. Miscellaneous

34.1. Entire agreement. This Agreement, together with the documents incorporated by reference in Section 1.4 and Schedule 1, is the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous understandings.

34.2. Assignment. You may not assign this Agreement without our written consent. We may assign it to an affiliate or to a successor in connection with a merger, acquisition, or sale of assets, consistent with Section 24.3.

34.3. Severability; reformation. If any provision is held invalid or unenforceable, it will be reformed to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent, and the remainder of the Agreement remains in effect, except as provided in Section 30.4.

34.4. No waiver. Failure to enforce a provision is not a waiver of it. Waivers must be in writing.

34.5. Force majeure. Sunshine is not liable for failure or delay caused by events beyond its reasonable control, including acts of government (including agency closures and processing suspensions), natural disasters, internet or utility failures, labor disputes, and acts of third parties. If such an event continues for more than thirty (30) days, either party may terminate the affected Service on notice, and we will refund prepaid fees for Services not performed.

34.6. No third-party beneficiaries except as stated in Section 11.4.

34.7. Interpretation. Headings are for convenience only. "Including" means "including without limitation."

SCHEDULE 1 — PLANS AND PRICING (as of July 2026)

All Plans are for Florida entities. All prices are service fees only; the $125 Florida State Fee applies in addition to every formation order and other State Fees apply to other filings as imposed by the state.

Optional Add-On Services

The following services are optional, are sold separately from the Plans above, and are subject to the additional terms in this Schedule. Prices are service fees only and do not include State Fees, government filing fees, or third-party charges.

S1.1. Worry-Free Compliance. This service provides deadline monitoring and reminders, preparation and filing of your Florida annual report (State Fees not included and billed separately), and general research into business licenses and permits that may apply to your business. It is an informational and administrative service only. It does not include federal, state, or local tax return preparation or filing (including income, sales, use, payroll, or franchise tax), bookkeeping, payroll services, registered agent service, license or permit applications, industry-specific or professional licensing filings, or legal or tax advice. License and permit research is based on the information you provide and on publicly available sources; requirements change frequently and vary by county and municipality, so we cannot guarantee that our research identifies every requirement that applies to you. You remain solely responsible for determining and meeting your own compliance obligations and for all fines, penalties, interest, and loss of good standing.

S1.1.1. Your information is required; response deadlines. To file your annual report, you must complete the information form we provide in your dashboard, and fund any applicable State Fees, at least fifteen (15) days before the filing deadline. We will make commercially reasonable efforts to contact you up to five (5) times at the email address and phone number on your Account to request the information we need. If you do not provide complete and accurate information within seven (7) days of a request from us relating to any filing covered by this service, we have no obligation to prepare or submit that filing, and you are solely responsible for any resulting late fees, fines, penalties, interest, loss of good standing, or administrative dissolution. Providing the requested information after that period does not obligate us to meet the original deadline.

S1.2. Compliance Guard. This service provides automated and manual review of publicly accessible aspects of your business (including a scan of a website URL you submit), a compliance report with findings and suggested actions, deadline monitoring, and assistance obtaining a Certificate of Good Standing (state fees not included). It is not an audit, a legal opinion, a legal compliance certification, or insurance. It does not cover, reimburse, or indemnify you for fines, penalties, judgments, taxes, or legal fees. Scan results reflect only what is publicly visible at the time of the scan and are provided for informational purposes; we do not guarantee that a scan identifies all issues, or that acting on the report will make your business compliant with any law. A 3-day free trial applies; if you do not cancel before the trial ends, the annual fee is charged and the subscription renews annually until cancelled.

S1.3. Virtual Business Address. This service provides use of our commercial mailing address with an assigned suite number, receipt of mail addressed to that suite, and scanning and emailing of up to five (5) mail items per month; additional items may be subject to extra charges or may not be processed. The address is a mail-handling address only. It is not a residence, is not available for in-person visits, walk-in pickup, or use as a physical place of business, and may not be accepted by every bank, government agency, or third party for every purpose. We may require a completed USPS Form 1583 with valid identification before we can lawfully receive your mail, and service cannot begin until it is completed. We do not accept packages requiring signature or special handling unless separately agreed, do not forward physical mail unless separately agreed, and may refuse or return mail that appears unlawful or is addressed to persons or entities not registered to the suite. Mailbox setup can take several business days after purchase. We may discard physical mail after scanning and after a reasonable retention period. Use of the address for unlawful purposes, or by anyone other than the registered customer and entity, is grounds for immediate termination. A 30-day free trial applies; if you do not cancel before the trial ends, the annual fee is charged and the subscription renews annually until cancelled.

S1.4. Website & Email Package. This service provides a basic business website built from a template and a business email mailbox at a domain you control or that we register on your behalf. Registration and renewal fees for one standard domain are included for as long as your subscription remains active. It does not include premium or aftermarket domain purchases, custom design or development, copywriting, logo or brand design, e-commerce or payment processing functionality, search engine optimization services, advertising, ongoing content updates, accessibility (ADA or WCAG) or privacy-law conformance of your content, or migration of an existing website. We do not guarantee search rankings, traffic, leads, sales, uptime, or deliverability of email you send. You are solely responsible for the content you publish and the accuracy and legality of that content. A 30-day free trial applies; if you do not cancel before the trial ends, the annual fee is charged and the subscription renews annually until cancelled.

S1.5. Business Docs Library. This service provides access to a library of general-purpose business document templates for your internal use. The templates are not legal advice and are not attorney-prepared documents customized for your situation. Sunshine is not a law firm, and no attorney-client relationship is created. Templates are general forms that may not be suitable, complete, current, or enforceable in your state or for your circumstances, and we do not review or approve how you complete or use them. You should have an attorney review any document before you rely on it. Access is licensed to you for your own business use only and ends when the subscription ends; templates may not be resold, redistributed, or sublicensed.

S1.6. Trials, renewals, and cancellation. Where a free trial is offered, your payment method is authorized at signup and charged automatically at the end of the trial unless you cancel first. All add-on subscriptions renew automatically at the then-current rate until cancelled. You may cancel at any time from your dashboard or by emailing info@sunshineregisteredagent.com. Cancellation takes effect at the end of the then-current billing period, and fees already paid for a completed or in-progress period are non-refundable except where required by law. Access to an add-on ends when the subscription ends.