1. PARTIES AND AGREEMENT

1.1 Service Provider

Cotual LLC ("Cotual," "we," "us," or "our") is a limited liability company registered in the State of Missouri, United States of America. Cotual operates an advisory and support service for non-US founders establishing and maintaining US business infrastructure.

Registered State: Missouri, United States of America

Website: consult.cotual.com

Support Email: musa@cotual.com

1.2 Subscriber

"Subscriber," "you," or "your" refers to any individual or business entity that purchases access to the Cotual Guardian subscription service. By subscribing, you represent and warrant that:

You are at least 18 years of age or the legal age of majority in your jurisdiction;

You have the legal authority to enter into this Agreement on behalf of yourself or any business entity you represent;

You have previously engaged Cotual LLC for a Full US Business Setup and have received delivery of all four guaranteed outcomes (US LLC, EIN, US bank account, and Stripe account);

All information you provide to Cotual is accurate, complete, and current.

1.3 Eligibility Restriction

The Cotual Guardian service is exclusively available to individuals and entities that have previously completed a Full US Business Setup engagement with Cotual LLC. Cotual reserves the right to verify eligibility and decline or terminate subscriptions that do not meet this criterion.

2. SERVICE DESCRIPTION AND SCOPE

2.1 Overview

Cotual Guardian is a subscription-based advisory and support retention service designed to help Subscribers maintain and protect their US business infrastructure following the completion of a Full US Business Setup. The Service provides ongoing access to Cotual's expertise, guidance, and support resources on a monthly recurring basis.

2.2 Subscription Tiers

Cotual Guardian — Basic ($49.00 USD/month)

24/7 asynchronous chat and email access for questions, clarifications, and account-related inquiries pertaining to the Subscriber's existing US LLC, US bank account, and Stripe account;

Diagnosis of issues arising from the Subscriber's US business infrastructure, including preparation and review of written correspondence to be submitted to third-party platforms (including but not limited to Stripe, Mercury, and Relay) on the Subscriber's behalf;

Quick-fix resolution assistance for minor platform flags, account limitations, or administrative issues, at no additional charge, subject to Section 2.4;

Annual LLC compliance reminders, including Wyoming annual report deadlines, registered agent renewal notices, and state fee due dates;

Discounted rates of 30% off standard Cotual service fees for new LLC registrations, new US bank account setup assistance, and new Stripe account setup assistance.

Cotual Guardian — Pro ($97.00 USD/month)

All services included in the Basic tier, plus:

Priority response commitment: Cotual will respond to support requests within four (4) business hours of receipt during standard operating hours;

One (1) scheduled 30-minute strategy and advisory call per calendar month, to be arranged via the Cotual Client Portal or by email at musa@cotual.com;

Quarterly proactive account health reviews covering the Subscriber's US LLC compliance status, bank account standing, and Stripe account health;

Discounted rates of 50% off standard Cotual service fees for new LLC registrations, new US bank account setup assistance, and new Stripe account setup assistance.

2.3 Multi-Entity Coverage

The standard subscription fee covers advisory and support services for one (1) US LLC entity and its associated bank and payment accounts. Subscribers with multiple US LLC entities may request multi-entity coverage by contacting musa@cotual.com. Multi-entity pricing is assessed individually based on the number and complexity of entities and is communicated to the Subscriber prior to activation. Subscribers who established additional LLC entities through Cotual LLC may be eligible for loyalty-based bundle pricing at Cotual's sole discretion.

2.4 Definition of Quick-Fix Resolution

For the purposes of this Agreement, a "quick-fix resolution" refers to any issue that can be resolved through advisory guidance, written correspondence drafting, or document review without requiring the opening of a new bank account, establishment of a new Stripe account, or formation of a new LLC entity. Issues requiring such new setup services are classified as additional services and are subject to discounted fees as outlined in Section 2.2.

3. EXPLICIT EXCLUSIONS

The Cotual Guardian service does not include, and Cotual LLC expressly disclaims any obligation to provide, the following:

Tax Advice: Cotual LLC is not a tax professional, tax advisor, certified public accountant (CPA), or enrolled agent. Nothing communicated by Cotual in the course of delivering the Service constitutes tax advice. Subscribers are solely responsible for their own tax obligations in all applicable jurisdictions and are strongly advised to consult a qualified tax professional.

Legal Advice: Cotual LLC is not a law firm, attorney, or legal counsel. Nothing communicated by Cotual constitutes legal advice or creates an attorney-client relationship. Subscribers requiring legal guidance must engage a licensed attorney in the relevant jurisdiction.

Account Execution or Direct Access: Cotual does not take direct control of, log into, or execute actions within any Subscriber account, including Stripe, Mercury, Relay, or any state business portal. All actions are executed by the Subscriber themselves based on Cotual's preparation and guidance.

Guaranteed Platform Outcomes: Cotual cannot guarantee outcomes imposed by third-party platforms including Stripe, Mercury, Relay, the IRS, or any state government authority. Platform decisions are made independently by those entities and are outside Cotual's control. Cotual's obligation is to provide best-practice preparation and guidance.

Any Service Not Expressly Listed: Any service, deliverable, or obligation not explicitly described in Section 2.2 of this Agreement is excluded from the Service scope.

4. SUBSCRIPTION, BILLING, AND PAYMENT

4.1 Subscription Commencement

The subscription commences on the date the Subscriber completes payment of the first monthly fee via Stripe. Access to the Service is activated upon confirmed payment. A confirmation will be sent to the Subscriber's registered email address.

4.2 Recurring Billing

Subscription fees are billed on a recurring monthly basis via Stripe. The billing cycle renews on the same calendar date each month as the original subscription date. By subscribing, the Subscriber expressly authorises Cotual LLC to charge the applicable monthly fee to the payment method on file on each renewal date, without requiring additional authorisation for each charge.

4.3 Pricing

All fees are denominated in United States Dollars (USD). Current pricing is:

Cotual Guardian — Basic: $49.00 USD per month

Cotual Guardian — Pro: $97.00 USD per month

4.4 Price Changes

Cotual reserves the right to adjust subscription pricing with a minimum of thirty (30) days' written notice to the Subscriber's registered email address. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing. If the Subscriber does not accept the new pricing, they may cancel their subscription before the new price takes effect by contacting musa@cotual.com.

4.5 Failed Payments

If a recurring payment fails, Stripe will attempt to reprocess the charge in accordance with its standard retry schedule. If payment cannot be collected within seven (7) calendar days of the original due date, Cotual reserves the right to suspend access to the Service until payment is received. Cotual will notify the Subscriber of a failed payment by email to their registered email address. Repeated payment failures may result in termination of the subscription at Cotual's discretion.

4.6 Taxes

The Subscriber is solely responsible for any taxes, levies, duties, or similar governmental assessments applicable to their subscription in their jurisdiction of residence or operation, including but not limited to value-added tax (VAT), goods and services tax (GST), or withholding tax. Cotual's fees are stated exclusive of such taxes unless explicitly stated otherwise.

5. CANCELLATION POLICY

5.1 Subscriber Cancellation

The Subscriber may cancel their subscription at any time by submitting a written cancellation request via email to musa@cotual.com or through the Cotual Client Portal. Upon cancellation, the Subscriber will retain access to the Service until the end of the current paid billing period. No further charges will be made after the cancellation is confirmed. Cotual will send written confirmation of cancellation within two (2) business days of receiving the request.

5.2 Cotual's Right to Terminate

Cotual reserves the right to terminate a Subscriber's access to the Service immediately, without refund, in the following circumstances:

The Subscriber engages in abusive, harassing, or threatening conduct toward Cotual staff or representatives;

The Subscriber provides materially false or misleading information to Cotual;

The Subscriber uses the Service to facilitate illegal activity;

The Subscriber initiates a payment dispute or chargeback with their payment provider without first attempting resolution directly with Cotual at musa@cotual.com as outlined in Section 6;

The Subscriber's payment remains outstanding for more than fourteen (14) calendar days after the due date.

5.3 Effect of Termination

Upon termination or cancellation, the Subscriber's access to support channels, the Cotual Client Portal, and all Service features will cease at the end of the applicable billing period. Termination does not affect any rights or obligations that accrued prior to the termination date. Sections 3, 7, 8, 9, 10, and 11 of this Agreement survive termination.

6. REFUND POLICY

6.1 General Policy

Subscription fees are non-refundable except as expressly provided in Section 6.2. Because access to the Service is provided immediately upon payment, Cotual does not offer refunds for partial billing periods, unused support credits, or unused monthly strategy calls.

6.2 Refund Eligibility

A Subscriber may be eligible for a refund of their most recent monthly fee if:

Cotual failed to respond to a support request within the applicable response time window (24 hours for Basic; 4-12 hours for Pro) on two or more separate occasions within a single billing period, and the Subscriber has documented these failures in writing;

Cotual failed to deliver a scheduled monthly strategy call (Pro tier only) without offering a rescheduled alternative within the same billing period.

6.3 Refund Process

To request a refund, the Subscriber must submit a written refund request to musa@cotual.com within seven (7) calendar days of the end of the billing period in question. The request must include a description of the service failure and any available supporting documentation. Cotual will respond to refund requests within five (5) business days. Approved refunds will be processed to the original payment method via Stripe within ten (10) business days.

6.4 Chargeback Policy

The Subscriber agrees to contact Cotual directly at musa@cotual.com to resolve any billing disputes before initiating a chargeback or payment dispute with their bank or card provider. Initiating a chargeback without first seeking resolution from Cotual is a material breach of this Agreement and may result in immediate termination of the subscription, denial of future service, and Cotual's submission of all relevant documentation to the payment processor to contest the chargeback.

7. SUBSCRIBER OBLIGATIONS

In order for Cotual to deliver the Service effectively, the Subscriber agrees to:

Provide accurate, complete, and timely information when submitting support requests or engaging with Cotual's advisory services;

Execute all account actions themselves — the Subscriber retains sole control of all platform accounts and is responsible for implementing guidance provided by Cotual;

Maintain a valid and current payment method on file with Stripe at all times;

Notify Cotual promptly at musa@cotual.com of any changes to their business structure, ownership, or registered information that may affect the Service;

Use the Service solely for lawful business purposes and in compliance with all applicable laws and regulations in all relevant jurisdictions.

8. LIMITATION OF LIABILITY

8.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COTUAL LLC'S TOTAL CUMULATIVE LIABILITY TO THE SUBSCRIBER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY THE SUBSCRIBER TO COTUAL IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COTUAL LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, EVEN IF COTUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

8.3 Third-Party Platform Decisions

Cotual shall not be liable for any decisions made by third-party platforms including but not limited to Stripe, Mercury, Relay, the Internal Revenue Service, the Wyoming Secretary of State, or any other government or financial institution. The Subscriber acknowledges that these entities operate independently and that Cotual's role is advisory and preparatory only. Cotual provides no warranty that following its guidance will produce any particular outcome with a third-party platform.

8.4 Subscriber Responsibility for Execution

Because the Subscriber retains sole control over all account actions and executes all steps themselves, Cotual shall not be liable for any outcome resulting from the Subscriber's failure to accurately implement guidance provided, the Subscriber's provision of incorrect or incomplete information, or the Subscriber's deviation from guidance provided by Cotual.

9. CONFIDENTIALITY AND DATA

9.1 Subscriber Information

Cotual LLC will treat all non-public information shared by the Subscriber in the course of the Service as confidential. This includes business details, entity documents, financial information, and correspondence. Cotual will not disclose Subscriber information to third parties except as required by law, as necessary to deliver the Service, or with the Subscriber's explicit consent.

9.2 No Account Credential Access

Cotual does not request, store, or have access to any Subscriber account passwords, login credentials, or two-factor authentication codes for any platform. The Subscriber is solely responsible for the security of their account credentials.

9.3 Data Retention

Cotual retains records of Subscriber communications, documents, and service history for a period of five (5) years following the termination of the subscription, for the purposes of dispute resolution, regulatory compliance, and service continuity. Subscribers may request deletion of their data by emailing musa@cotual.com after termination, subject to Cotual's legal retention obligations.

10. INTELLECTUAL PROPERTY

All materials, templates, scripts, frameworks, processes, and methodologies provided by Cotual in connection with the Service are the intellectual property of Cotual LLC and are protected under applicable intellectual property laws. The Subscriber is granted a limited, non-exclusive, non-transferable licence to use such materials solely for their own business purposes during the term of the subscription. The Subscriber may not reproduce, distribute, sublicense, sell, or share Cotual's proprietary materials with any third party without prior written consent from Cotual.

11. DISCLAIMERS AND WARRANTIES

11.1 No Warranty

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COTUAL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR PRODUCE ANY PARTICULAR BUSINESS OUTCOME.

11.2 Professional Advice Disclaimer

Nothing in the Service or in any communication from Cotual constitutes legal advice, tax advice, financial advice, or investment advice. All guidance provided is operational and administrative in nature, based on Cotual's experience with US business infrastructure for non-US founders. Subscribers should seek qualified professional advice for all legal, tax, and financial matters.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, United States of America, without regard to its conflict of law provisions.

12.2 Informal Resolution

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the Service, the parties agree to first attempt to resolve the matter informally by written notice to musa@cotual.com describing the dispute in reasonable detail. The parties shall negotiate in good faith for a period of thirty (30) days following such notice before initiating any formal proceedings.

12.3 Binding Arbitration

If informal resolution fails, any dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted in the State of Missouri. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The Subscriber waives any right to participate in a class action lawsuit or class-wide arbitration against Cotual.

12.4 Jurisdiction

For any matters not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Missouri, United States of America.

13. GENERAL PROVISIONS

13.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the Cotual Guardian subscription service and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral.

13.2 Amendments

Cotual reserves the right to amend this Agreement at any time. Amendments will be communicated to active Subscribers via email to their registered email address with a minimum of fourteen (14) days' notice before taking effect. Continued use of the Service following the effective date of an amendment constitutes acceptance of the revised Agreement.

13.3 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

13.4 Waiver

Cotual's failure to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorised representative of Cotual LLC to be effective.

13.5 Assignment

The Subscriber may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Cotual. Cotual may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to the Subscriber.

13.6 Force Majeure

Cotual shall not be liable for any failure or delay in the performance of its obligations under this Agreement resulting from causes beyond its reasonable control, including but not limited to acts of God, internet outages, government actions, changes in third-party platform policies, or other circumstances outside Cotual's control.

13.7 Notices

All notices under this Agreement shall be in writing and delivered via email to the Subscriber's registered email address or to musa@cotual.com. Notices are deemed received on the next business day after sending, provided no delivery failure notification is received.