TERMS OF SERVICE

PLEASE READ THESE TERMS CAREFULLY. By creating an MXK8 account, clicking "I Accept," placing an order, paying an invoice, or otherwise using the Services, you agree to be bound by these Terms. Section 19 contains a binding arbitration agreement and a class action waiver that affect how disputes between you and MXK8 are resolved.

1. Introduction and Acceptance

These Terms of Service (these "Terms" or this "Agreement") are a binding contract between MXK8 GROUP INC, a California corporation with its principal place of business at 1252 S Diamond Bar Blvd, Unit D, Diamond Bar, CA 91765 ("MXK8," "we," "us," or "our"), and the individual or entity that registers for or uses the Services ("Customer," "you," or "your"). MXK8 and Customer are each a "Party."

By creating an account, clicking "I Accept" (or a similar button), submitting an order, paying an invoice, or otherwise accessing or using the Services, you represent that you have read, understood, and agree to these Terms. If you do not agree, do not use the Services.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and "you" refers to that entity. If your employees, officers, or agents access the Services on your behalf, you are responsible for their activities and for their compliance with these Terms.

This Agreement incorporates by reference our Privacy Policy, our Refund Policy, any order form, engagement letter, statement of work, or service description you accept (each, an "Order"), and any product-specific terms we identify as part of this Agreement ("Supplemental Terms"). If there is a conflict, a signed engagement letter or Order controls over these Terms, and Supplemental Terms control over these Terms as to the subject matter they address.

Changes to these Terms. We may modify these Terms from time to time. If a change is material, we will give at least thirty (30) days' notice by email or through the Services before it takes effect. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree, you may terminate under Section 13.2 before the change takes effect. Other than changes made under this paragraph, any amendment to these Terms must be in writing and signed by both Parties. The "Last Updated" date above shows when these Terms were last revised.

2. Definitions

"Services" means, collectively, the Professional Services and the Platform described in Section 3.

"Professional Services" means the business formation, registered agent, corporate compliance, bookkeeping, and tax services described in Sections 3.1 and 3.2.

"Platform" means MXK8's websites, web and mobile applications, dashboards, APIs, and related software.

"Customer Data" means all information, records, documents, and materials that you or your authorized users submit to MXK8 or the Platform, or that MXK8 collects from you in connection with the Services.

"Government Authority" means any federal, state, or local agency, including a Secretary of State, the Internal Revenue Service ("IRS"), a state department of revenue, the Office of Foreign Assets Control ("OFAC"), and the Financial Crimes Enforcement Network ("FinCEN").

"Third-Party Provider" means any independent vendor, filing agent, registered agent affiliate, financial institution, payment processor, card issuer, or professional services firm engaged by MXK8 or by you in connection with the Services.

3. The Services

MXK8 provides business administration services and software to entrepreneurs and small businesses operating in the United States. Depending on the plan and Order you select, the Services may include the following.

3.1 Business Formation, Registered Agent and Corporate Compliance

Preparation and submission of entity formation documents (such as articles of incorporation or organization) to the applicable Secretary of State, on your instructions;
Obtaining an Employer Identification Number (EIN) from the IRS as your authorized third-party designee;
Preparation of standard internal governance templates, such as operating agreements, bylaws, and organizational resolutions;
Registered agent service, including receipt and forwarding of service of process and official mail, where offered and where MXK8 or its affiliate is appointed;
Annual report, franchise tax, statement of information, and similar recurring state filings;
Assistance with beneficial ownership information reporting to FinCEN where applicable, and with foreign qualification, amendments, dissolutions, and certificates of good standing, in each case where offered.

3.2 Accounting and Taxation Services

Bookkeeping, transaction categorization, reconciliation, and preparation of periodic financial statements from records you supply;
Preparation of federal, state, and local business tax returns, and, where included in an Order, related individual income tax returns;
Sales and use tax registration and filing support, and payroll-related filing support, where offered;
Tax planning discussions and responses to routine notices from taxing authorities, where included in an Order.

3.3 Expense Management Platform

A software dashboard for recording, categorizing, tagging, and reporting business expenses;
Receipt capture and document storage;
Read-only import of transaction data from financial accounts or accounting systems that you connect and authorize, through Third-Party Provider connections;
Export of reports and data for accounting and tax purposes.

3.4 Expense Management Card Program

Where MXK8 offers and you enroll in the expense management card program, MXK8 may pay approved business expenses on your behalf using a payment card issued to MXK8 by a Third-Party Provider, and you agree to reimburse MXK8 for each such payment.

Authorization. You authorize MXK8 to pay the categories of expenses, and up to the limits, set out in your Order. MXK8 is not obligated to make any particular payment and may decline or stop any payment at its discretion.
Reimbursement. MXK8 will invoice you for amounts paid on your behalf, and payment is due within 3 days of the invoice date. Amounts advanced by MXK8 are a reimbursement obligation, not a loan, and MXK8 charges no interest or finance charge on these amounts / late amounts are subject to the charge described in Section 6.6.
Limits and suspension. MXK8 may set, reduce, or withdraw a spending limit at any time, and may suspend the card program immediately if an invoice is past due, if a transaction appears to fall outside the authorized categories, or for any reason in Section 4.5 or Section 5.
Cardholders. Cards are issued to and used by MXK8 personnel administering payments on your behalf. / Where MXK8 issues a card for use by your named personnel, you must identify each individual in advance, that individual must complete MXK8's identity verification, and you are responsible for all use of that card.
No stored value. Cards issued under this program are corporate payment cards used by MXK8 to pay your expenses. They are not deposit accounts, prepaid accounts, or stored-value instruments, they hold no Customer balance, and no funds of yours are held by MXK8 in connection with them.

3.5 What the Services Are Not

3.5.1 MXK8 is not a law firm. MXK8 is not a law firm, is not a substitute for an attorney, and does not provide legal advice, legal opinions, or legal representation. Our employees and representatives are not acting as your attorneys, and no attorney-client relationship or attorney-client privilege arises from these Terms or your use of the Services. We prepare and file documents at your direction using the information you provide. We do not select legal forms for you, advise you on which entity type or jurisdiction is appropriate for your situation, or apply the law to your facts. We strongly recommend that you consult a licensed attorney about your specific circumstances.

3.5.2 Scope of accounting and tax engagements. Bookkeeping and tax services are performed solely on the basis of the information and representations you provide. Unless expressly stated in a signed engagement letter, MXK8 does not perform an audit, review, compilation, examination, or any other attestation or assurance engagement, and expresses no opinion or assurance on any financial statement or tax position. Our work cannot be relied upon to detect fraud, defalcation, error, or illegal acts. You remain solely responsible for the accuracy and completeness of your records and for the positions taken on your tax returns, and you must review any return before it is filed and before authorizing electronic filing.

3.5.3 MXK8 is not a bank and does not hold customer funds. MXK8 is not a bank or other chartered depository institution, is not a money services business, and is not a money transmitter. MXK8 does not hold, custody, or transmit your funds, does not maintain any for-benefit-of, pooled, omnibus, trust, escrow, or settlement account for customers, does not issue deposit accounts or stored-value instruments, and does not extend credit. Amounts MXK8 collects from you are its own service fees, government fees collected in advance for remittance on your behalf as your filing agent, and reimbursement of expenses paid under Section 3.4.

3.5.4 MXK8 does not provide financial, investment, or insurance advice and does not act as a fiduciary to you.

3.5.5 No guaranteed outcomes. Processing times, approval, and acceptance of any filing are determined by the relevant Government Authority, not by MXK8. We do not guarantee that any filing will be accepted, that any entity name will be available, that any refund will be issued, or that any Government Authority will act within any particular time frame.

4. Eligibility, Registration and Customer Verification

4.1 Eligibility. To use the Services you must be at least 18 years of age, have the legal capacity to enter into binding contracts, and be forming or operating a business in the United States. The Services are offered for internal business use only and are directed to and offered only within the United States. The Services are not available to minors under any circumstances.

4.2 Your account and credentials. You must provide accurate, current, and complete information when you register and keep it updated. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Anyone who obtains your credentials may be able to access your account, so protect them carefully. Notify us immediately at support@mxk8us.com of any unauthorized use or suspected breach of security. Until we receive that notice, you are responsible for activity conducted through your account.

4.3 Identity and business verification. You authorize MXK8 and its Third-Party Providers to collect and verify information about you, your business, your beneficial owners, and your control persons, including government-issued identification, formation documents, taxpayer identification numbers, date of birth, and ownership information, and to obtain information from Government Authorities, identity-verification vendors, and other sources for the purposes of verifying identity, preventing fraud, and complying with applicable law. You agree to cooperate with any such request promptly. If we are unable to obtain or verify this information, we may decline, suspend, restrict, or close your account. We will not obtain a consumer credit report on you without your consent.

4.4 Sanctions and OFAC representations. You represent and warrant, on the date you accept these Terms and each time you use the Services, that:

Neither you, nor any of your beneficial owners, officers, directors, or authorized users, is named on any list maintained by OFAC, including the Specially Designated Nationals and Blocked Persons List, or on any other applicable U.S. sanctions or denied-parties list;
None of those persons is located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction;
You are not owned or controlled, directly or indirectly, by any such person; and
You will not use the Services for or on behalf of any such person or jurisdiction, and you will notify MXK8 immediately if any of the above ceases to be true.

You authorize MXK8 and its Third-Party Providers to screen you and your beneficial owners against sanctions and other government watchlists at onboarding and on an ongoing basis. You agree to comply with all applicable U.S. economic sanctions, export control, and anti-corruption laws, including the Foreign Corrupt Practices Act.

4.5 Right to refuse or discontinue service. MXK8 may decline to open an account, decline to perform any requested filing or service, or suspend or terminate the Services at any time in its sole discretion, including where we are unable to verify your identity, where we believe the Services are being used unlawfully or in violation of Section 4 or Section 5, where continued service would present legal, regulatory, or reputational risk, or where required by law, by a Government Authority, or by a Third-Party Provider. Where permitted by law we will notify you; in some circumstances applicable law may prohibit us from disclosing the reason.

5. Prohibited and Restricted Activities

5.1 Prohibited and restricted businesses

You may not use the Services in connection with, and you represent that your business is not engaged in, any of the following, unless MXK8 has expressly approved the activity in writing in advance:

Cryptocurrency and digital assets — the issuance, exchange, mining, custody, brokerage, or trading of cryptocurrency, virtual currency, stablecoins, tokens, or other digital assets, and any business whose primary activity relates to digital assets;
Cannabis and related products — cannabis, marijuana, hemp-derived THC products, CBD, and related paraphernalia, whether or not lawful under state law;
Money services businesses — money transmission, currency exchange, check cashing, issuing or selling money orders or traveler's checks, prepaid access, and payment processing on behalf of third parties, including any business required to register with FinCEN as a money services business;
Gambling and gaming — casinos, sports betting, lotteries, sweepstakes, fantasy sports for money, and any other gambling or gaming activity, whether or not licensed;
Adult content and services;
Firearms, ammunition, explosives, and weapons;
Pharmaceuticals, controlled substances, tobacco, vaping products, and telehealth prescribing;
Multi-level marketing, pyramid schemes, and referral marketing programs;
Debt collection, credit repair, debt settlement, payday lending, and high-cost consumer lending;
Sale of personal data; and
Any activity that is unlawful under U.S. federal law or the law of any applicable state.

5.2 Prohibited conduct

You may not, and may not permit any authorized user to:

Use the Services to form, maintain, or operate any entity for the purpose of, or in furtherance of, fraud, money laundering, terrorist financing, sanctions evasion, tax evasion, concealment of beneficial ownership from a Government Authority, or any other unlawful purpose;
Provide false, inaccurate, incomplete, or misleading information to MXK8 or to any Government Authority, impersonate any person, or misrepresent your authority to act for any entity;
Refuse to cooperate with an investigation or to provide identity confirmation or other information we request;
Infringe the intellectual property, publicity, or privacy rights of MXK8 or any third party;
Act in a defamatory, threatening, or harassing manner toward our employees, agents, or other customers;
Use the Services in a manner that has caused or is likely to cause complaints, disputes, reversals, chargebacks, fines, penalties, or other liability for MXK8 or any third party;
Circumvent any MXK8 decision regarding your account, including by opening a new account after a suspension or restriction, or by using another person's account or another person's information to open an account;
Introduce malware, use anonymizing proxies, use bots, spiders, or other automated means to access or copy the Platform without our written permission, impose an unreasonable load on our infrastructure, or otherwise interfere with, disrupt, probe, or attempt to gain unauthorized access to the Platform, its systems, or other customers' data;
Copy, scrape, reverse engineer, decompile, resell, sublicense, or create derivative works from the Platform, or use the Platform to build a competing product;
Use the Services on behalf of an undisclosed third party without our prior written consent; or
Take any action that could cause MXK8 to lose the services of an internet service provider, payment processor, financial institution, or other provider.

5.3 Consequences

Violation of this Section is a material breach of these Terms. In addition to the actions described in Section 13.3, MXK8 may, at its sole discretion and without waiving any rights: freeze, suspend, restrict, or close your account; decline to perform any pending filing or payment; contact your financial institution, a Third-Party Provider, a Government Authority, or law enforcement; correct inaccurate information you have provided; decline to provide Services to you in the future; and pursue legal remedies. Where a filing has already been submitted to a Government Authority, MXK8 may be unable to withdraw it.

6. Fees, Payment and Refunds

6.1 Fees. You agree to pay all fees for the Services as set out in the applicable Order or as published at the time of purchase. All fees are stated and payable in U.S. dollars and are exclusive of taxes, which are your responsibility except for taxes on MXK8's net income.

6.2 Government fees. State filing fees, franchise taxes, expedite fees, and other charges imposed by a Government Authority are set by that authority, are passed through to you at cost without markup, may change without notice, and are generally non-refundable once submitted, whether or not the filing is accepted.

6.3 Accepted payment methods. MXK8 accepts payment in U.S. dollars by ACH, domestic wire transfer, check, and credit or debit card. You authorize MXK8 and its payment processors to charge your designated payment method for all amounts due, including recurring subscription and registered agent renewal fees, and you represent that you are authorized to use that payment method.

6.4 Prepayment. Business formation, compliance filings, and Platform subscriptions are sold on a prepaid basis. Service fees and government filing fees are collected in full before work begins and before any filing is submitted. Bookkeeping and tax engagements are invoiced quarterly in arrears for services already performed. Amounts advanced under the card program in Section 3.4 are invoiced for reimbursement as described in that Section.

6.5 Subscriptions and automatic renewal. Subscription and recurring compliance services renew automatically for successive terms at the then-current rate unless you cancel before the renewal date through your account dashboard or by contacting support@mxk8us.com . We will give you at least 30 days' notice before a renewal charge and at least thirty (30) days' notice before any price increase.

6.6 Late payment and suspension. We may suspend the Services, including registered agent service, pending filings, and the card program, if any amount is past due by more than 15 days. Past due amounts may accrue a late charge of 1.5% per month or the maximum permitted by law, whichever is lower. / MXK8 does not assess late fees, finance charges, or interest of any kind.]

6.7 Refunds. Refunds are governed by our Refund Policy. Except as required by law or expressly provided in that policy, fees for work already performed, government fees already remitted, and expenses already paid on your behalf are non-refundable. Subscription fees are charged in advance and are non-refundable, and downgrading a plan does not generate a refund or credit for the unused portion of a paid term.

6.8 Billing disputes. If you dispute an invoice, notify us in writing at support@mxk8us.com within thirty (30) days of the invoice date. Filing a card chargeback for services rendered without first contacting us is a breach of these Terms, and we may suspend your account and recover the disputed amount and associated fees.

7. Your Responsibilities

You are solely responsible for:

The accuracy, completeness, legality, and timeliness of all Customer Data and instructions you provide, including entity names, addresses, ownership and control information, financial records, and receipts;
Reviewing all documents, filings, financial statements, and tax returns we prepare before they are filed or relied upon, and promptly notifying us of any error;
Retaining your own copies of your books, records, and filings, and maintaining your own backups;
Your business's compliance with all laws applicable to it, including entity maintenance, licensing, employment, tax, and beneficial ownership reporting obligations;
Meeting all statutory deadlines. Where we agree to prepare a filing, our obligation to meet a deadline is conditioned on your delivering complete information and any required approval, payment, and signature no later than the date we specify or, absent a specified date, 15 business days before the deadline;
Maintaining a valid address, email address, and telephone number for delivery of official mail and notices, and promptly retrieving forwarded mail. If an email we send is returned undeliverable, we may treat your account as inactive until you provide a valid address;
Determining, collecting, reporting, and paying your own taxes. MXK8 does not determine whether a tax applies to your transactions and does not collect or remit tax on your behalf; and
Obtaining independent legal, tax, and financial advice where appropriate.

8. Authorization and Limited Agency

You appoint MXK8 as your limited agent solely to prepare, sign where permitted, submit, and follow up on the filings and applications you request, including acting as your third-party designee for EIN applications and as your authorized representative before taxing authorities where you have executed the applicable authorization form, such as IRS Form 2848 or 8821. This authorization is limited to the specific Services requested, confers no authority to bind you to obligations with third parties, and terminates when the Services terminate. Where a filing requires your personal signature or attestation, you are responsible for its content.

9. Confidentiality, Privacy, Data and Security

9.1 Confidentiality. Each Party will protect the other's confidential information with at least reasonable care and will use it only to perform or receive the Services. This obligation does not apply to information that is or becomes public through no fault of the receiving Party, was already known without a duty of confidence, is independently developed, or must be disclosed by law or legal process. MXK8 treats your business records, financial information, and tax information as confidential.

9.2 Privacy. Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms.

9.3 Tax return information (IRC § 7216). Federal law prohibits MXK8 from using or disclosing your tax return information for any purpose other than preparing your return without your prior written consent. Where we ask for that consent, it will be given in a separate document that meets the requirements of Internal Revenue Code Section 7216 and Treasury Regulation § 301.7216-3, and you are free to decline without affecting our preparation of your return.

9.4 Ownership of Customer Data. As between the Parties, you own all Customer Data. You grant MXK8 a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data solely to provide, maintain, secure, and improve the Services and to comply with law. MXK8 may create and use aggregated and de-identified data that does not identify you or any individual.

9.5 Third-Party Providers and vendor management. The Services rely on Third-Party Providers, including hosting, payment, data-aggregation, identity-verification, and filing providers. You authorize us to share Customer Data with them as necessary to perform the Services. MXK8 performs due diligence on these providers and requires them to be bound by written obligations of confidentiality and security at least as protective as this Section.

9.6 Information security. MXK8 maintains a written information security program with administrative, technical, and physical safeguards designed to protect Customer Data, including encryption of data in transit and at rest, role-based access controls, multi-factor authentication for administrative access, access logging and monitoring, background screening of personnel with access to Customer Data, written confidentiality agreements with employees and contractors, vendor due diligence, and a documented incident response process. We will notify you without undue delay of any breach of security affecting your Customer Data, as required by applicable law. No system is perfectly secure, and we do not warrant that the Services will be free from unauthorized access.

9.7 Retention and export. We retain Customer Data as long as necessary to provide the Services and as required by applicable law and professional record-retention obligations, after which it is deleted or de-identified. Following termination you may request an export of your Customer Data within [30] days.

9.8 Legal process. We may comply with any subpoena, levy, or other legal process that we believe in good faith to be valid. Where permitted, we will notify you. If our costs of responding are not reimbursed by the party issuing the process, we may charge those costs to you.

10. Intellectual Property

"MXK8," MXK8 GROUP INC, and all logos, headers, custom graphics, button icons, and scripts associated with the Services are trademarks, service marks, or trade dress of MXK8 GROUP INC or its licensors, and may not be copied, imitated, or used without our prior written consent. MXK8 and its licensors own all right, title, and interest in the Platform, the Services, our templates, and all related intellectual property.

Subject to your compliance with these Terms and payment of all fees, MXK8 grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for your own internal business purposes during the term. Deliverables prepared specifically for you, such as your formation documents, financial statements, and tax returns, belong to you upon payment, excluding any MXK8 template, know-how, or tool embedded in them, which remains ours and is licensed to you for use with those deliverables. You may submit feedback, and we may use it without restriction or compensation.

11. Electronic Communications and E-SIGN Consent

11.1 Consent. You consent to receive all communications, agreements, disclosures, notices, and records from MXK8 electronically, and you agree that electronic signatures and records satisfy any requirement that such communications be in writing. Electronic communications are deemed received when we post them to your account or the Platform, or send them to the email address in your account profile.

11.2 Hardware and software you need. To receive and retain electronic communications you need a device with internet access, a current web browser, a valid email account with sufficient capacity, and the ability to view and save PDF files. If you use a spam filter, add MXK8 to your address book so our messages reach you.

11.3 Withdrawing consent. You may withdraw this consent, or request a paper copy of a communication, by contacting support@mxk8us.com . Withdrawing consent may prevent us from providing the Services. You are responsible for keeping your email address current and for reviewing communications we post or send.

11.4 Telephone and text messages. By providing a telephone number, you consent to receive calls and text messages at that number from MXK8 and its service providers, including by automatic dialing system or prerecorded message, for servicing, billing, and collection purposes. Consent to marketing messages is not a condition of purchase. Message and data rates may apply. You may opt out of text messages by replying STOP or through your account settings, and you may receive one final confirmation message afterward. We will not share your telephone number with unaffiliated third parties for their own marketing without your consent.

11.5 Call recording. For quality control, training, and record-keeping, MXK8 may monitor or record telephone conversations with you or anyone acting on your behalf. Not all calls are recorded, and we do not guarantee that any particular recording will be retained or retrievable.

12. Third-Party Providers and Third-Party Terms

Certain features of the Services may be provided by Third-Party Providers, and you may need to enter into a separate agreement with a Third-Party Provider to enable or access those features ("Third-Party Terms"). Third-Party Providers, not MXK8, provide those services. These Terms are independent of any Third-Party Terms, and in the event of a conflict the Third-Party Terms govern the applicable third-party service. You are responsible for reviewing Third-Party Terms and any updates to them, and for any fees a third party charges you.

MXK8 does not control and is not responsible for the content, accuracy, privacy practices, acts, or omissions of any third party, and does not guarantee that the Services will interoperate with any particular third-party service. MXK8 may change its Third-Party Providers at any time, and you agree to cooperate reasonably with any replacement provider.

You authorize MXK8 to share information you provide with Third-Party Providers as reasonably necessary for you to use the Services. If you grant a Third-Party Provider permission to act on your behalf or to access information about your account, you authorize MXK8 to disclose that information to them; granting that permission does not relieve you of any obligation under these Terms, and you may change or revoke it through your account settings.

Any dispute between you and a Third-Party Provider or another customer is between you and that party. MXK8 has no obligation to participate, and you release MXK8 and its officers, directors, employees, agents, and successors from all claims, demands, and damages of every kind, known and unknown, arising out of or in any way related to such a dispute. If you are a California resident, you waive California Civil Code § 1542, which provides: "A general release does not extend to any claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." Nothing in this paragraph waives any right you may have under applicable card network rules or under federal or state law, including the Truth in Lending Act and the Electronic Fund Transfer Act.

13. Term, Suspension and Termination

13.1 Term. These Terms begin when you first accept them and continue until terminated as described below or until all Orders have expired or been terminated.

13.2 Termination by you. You may terminate at any time by cancelling through your account dashboard or by notifying support@mxk8us.com . Only you may close your account, and we may take steps to verify your identity before doing so. On closure we will cancel any pending instructions you have given us. Termination is effective at the end of the then-current billing period unless the Refund Policy provides otherwise.

13.3 Suspension and termination by MXK8. We may suspend or terminate the Services or these Terms (a) immediately, for a material breach, non-payment, suspected fraud or unlawful use, a violation of Section 4 or Section 5, or where required by law or by a Government Authority or Third-Party Provider; or (b) for convenience on thirty (30) days' written notice, with a pro-rata refund of prepaid, unused fees.

13.4 Closure during an investigation. You may not close your account to avoid an investigation. If you attempt to do so while an investigation is pending, we may restrict the account for up to one hundred eighty (180) days, or longer where required by law or by a Third-Party Provider. Closing your account does not release you from obligations incurred before closure.

13.5 Effect of termination. On termination your license to the Platform ends and access is disabled. If MXK8 or its affiliate serves as your registered agent, you must appoint a successor promptly; we may resign as registered agent in accordance with applicable state law, and failure to appoint a successor may place your entity out of good standing. Amounts you owe, including reimbursement of expenses paid on your behalf, remain due. Sections 3.5, 5.3, 6 (as to accrued amounts), 7, 9, 10, 12, 16, 17, 18, 19, and 20 survive termination.

14. Fraud Monitoring and Unauthorized Activity

MXK8 may monitor activity on the Platform to detect fraud and misuse, using methods that may change without notice. If we have reason to believe that an instruction may involve fraud or misconduct, or may violate applicable law, these Terms, or a Third-Party Provider's requirements, we may delay, decline, or reverse it.

If you believe your account has been accessed or used without authorization, or that an unauthorized charge has been made, contact support@mxk8us.com or 909-200-4050 as soon as possible. Where the charge involves a Third-Party Provider, you should also contact that provider under the applicable Third-Party Terms.

15. Copyright Dispute Policy (DMCA)

Consistent with the Digital Millennium Copyright Act, MXK8 may block or remove material it believes in good faith to be infringing and may terminate the accounts of repeat infringers.

15.1 Notice of claimed infringement. If you believe material on the Services infringes your copyright, send a written notice to our designated agent containing: (1) the physical or electronic signature of a person authorized to act on behalf of the copyright owner; (2) identification of the copyrighted work claimed to be infringed; (3) identification of the material claimed to be infringing and information sufficient for us to locate it; (4) your contact information, including address, telephone number, and email address; (5) a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (6) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

15.2 Counter-notification. If your material was removed and you believe it is not infringing or that you are authorized to use it, you may send our designated agent a counter-notification containing: (1) your physical or electronic signature; (2) identification of the material that was removed and the location where it appeared before removal; (3) a statement, under penalty of perjury, that you have a good faith belief the material was removed as a result of mistake or misidentification; (4) your name, address, and telephone number; and (5) a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located, or, if your address is outside the United States, for any judicial district in which MXK8 may be found, and that you will accept service of process from the person who provided the original notice or that person's agent.

On receipt of a valid counter-notification we may forward it to the original complainant and may restore the material in ten (10) to fourteen (14) business days, unless the copyright owner first notifies us that it has filed an action seeking a court order to restrain the allegedly infringing activity.

15.3 Designated agent.

MXK8 GROUP INC

Attn: Copyright Dispute Department

1252 S Diamond Bar Blvd, Unit D

Diamond Bar, CA 91765

16. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND MXK8, ITS PARENT, SUBSIDIARIES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, LICENSORS, AND THIRD-PARTY PROVIDERS (COLLECTIVELY, THE "MXK8 PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE MXK8 PARTIES DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY FILING, APPLICATION, OR TAX POSITION WILL BE ACCEPTED OR SUSTAINED. THE MXK8 PARTIES ARE NOT RESPONSIBLE FOR SERVICE INTERRUPTIONS, INCLUDING SYSTEM FAILURES OR DELAYS IN THE BANKING SYSTEM OR AT ANY GOVERNMENT AUTHORITY, THAT ARE OUTSIDE OUR REASONABLE CONTROL.

MXK8 PROVIDES DOCUMENT PREPARATION AND ADMINISTRATIVE SERVICES. IT DOES NOT PROVIDE LEGAL ADVICE, AND, EXCEPT AS EXPRESSLY SET OUT IN A SIGNED ENGAGEMENT LETTER, DOES NOT PROVIDE ATTEST OR ASSURANCE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU. THIS SECTION GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY BY STATE.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL OR REPUTATION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE MXK8 PARTIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO MXK8 FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT, EXCLUDING GOVERNMENT FEES AND REIMBURSED EXPENSES, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

MXK8 IS NOT LIABLE FOR PENALTIES, INTEREST, OR ADDITIONAL TAX THAT YOU WOULD HAVE OWED IN ANY EVENT, OR THAT RESULT FROM INACCURATE OR INCOMPLETE INFORMATION YOU PROVIDED, FROM LATE DELIVERY OF INFORMATION OR APPROVALS BY YOU, OR FROM THE ACTS OR OMISSIONS OF A GOVERNMENT AUTHORITY OR THIRD-PARTY PROVIDER.

THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THEY DO NOT APPLY TO A PARTY'S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, TO YOUR PAYMENT OBLIGATIONS, OR TO ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

18. Indemnification

You will defend, indemnify, and hold harmless the MXK8 Parties from and against any third-party claim, and any resulting loss, liability, damage, penalty, cost, and reasonable attorneys' fees, arising out of or relating to: (a) Customer Data or instructions you provide, including any inaccuracy or omission; (b) your use of the Services in violation of these Terms or applicable law; (c) your business, its products, services, and employees; (d) any tax position, filing, or record for which you are responsible; or (e) any dispute between you and a third party, including a co-owner of your entity.

MXK8 will defend you against any third-party claim that the Platform, as provided by MXK8 and used in accordance with these Terms, infringes a U.S. intellectual property right, and will pay damages finally awarded, subject to Section 17.

If any bankruptcy or insolvency proceeding is commenced by or against you, MXK8 may recover its reasonable costs and expenses, including attorneys' fees, incurred in enforcing these Terms.

19. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

19.1 Informal resolution first. Before starting an arbitration or a lawsuit, the Parties will attempt in good faith to resolve the dispute. You must send written notice of the dispute to legal@mxk8us.com and to the address in Section 21, and the Parties will negotiate for at least thirty (30) days.

19.2 Binding arbitration. If the dispute is not resolved informally, you and MXK8 agree that any dispute or claim arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect, available at jamsadr.com, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitration will be conducted before a single arbitrator in the county where you reside or another location the Parties agree on. If the amount in dispute is US$10,000 or less, either Party may elect to proceed by telephone or on written submissions only. The arbitrator will apply California law and these Terms, may award the same individual relief a court could award, and the award is final and binding and may be entered in any court of competent jurisdiction.

19.3 Class action waiver. You and MXK8 may each bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate the claims of more than one person or preside over any form of class or representative proceeding, and may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

19.4 Exceptions. Either Party may bring an individual claim in small claims court if it qualifies, and either Party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information.

19.5 Your right to opt out. You may opt out of Sections 19.2 and 19.3 by sending written notice to legal@mxk8us.com or to the address in Section 21 within thirty (30) days after you first accept these Terms, stating your name, the email address on your account, and that you are opting out of arbitration. Opting out does not affect any other part of these Terms and will not affect your use of the Services.

19.6 Costs. Payment of filing, administrative, and arbitrator fees is governed by the JAMS rules. If the value of the relief you seek is US$10,000 or less, MXK8 will pay those fees at your request, unless the arbitrator determines your claim was frivolous.

19.7 Severability and future changes. If any part of this Section other than Section 19.3 is held invalid or unenforceable, the remainder of this Section will continue to apply. If Section 19.3 is held invalid or unenforceable, this entire Section 19 (other than Sections 19.1 and 19.8) is void. Any future change we make to this Section will not apply to a claim of which we had notice before the change took effect.

19.8 Governing law and venue. These Terms and any dispute between you and MXK8 are governed by the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to conflict-of-laws principles. Where arbitration does not apply, the Parties submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.

19.9 Time limit. Any claim must be brought within one (1) year after it accrues, except where a longer period is required by law.

20. General

20.1 Independent contractors. The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or, except as expressly stated in Section 8, agency relationship. MXK8 is not your trustee or fiduciary.

20.2 Assignment. You may not assign these Terms without our prior written consent, except to a successor to all or substantially all of your business that is not a competitor of MXK8 and that assumes your obligations. MXK8 may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets. Any other attempted assignment is void.

20.3 Force majeure. Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including fire, natural disaster, war, terrorism, civil unrest, labor dispute, epidemic, utility, telecommunications, power, equipment or software failure, cyberattack, change in law, and the acts or delays of Government Authorities or suppliers. Payment obligations are not excused.

20.4 Notices. Notices to you may be given by email to the address in your account or by posting in the Platform, and are effective when sent or posted. Notices to MXK8 must be sent to legal@mxk8us.com and, for legal notices, by certified mail to MXK8 GROUP INC, Attn: Legal, 1252 S Diamond Bar Blvd, Unit D, Diamond Bar, CA 91765. We will honor legal process delivered to us in person, by mail, or by fax, even where personal delivery elsewhere is required by law.

20.5 Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder stays in effect. A Party's failure to enforce a provision is not a waiver of that provision or of any other right.

20.6 Entire agreement. These Terms, together with the Supplemental Terms and any Order, constitute the entire agreement between the Parties on their subject matter and supersede all prior or contemporaneous understandings, including any prior version of MXK8's terms of service. Any purchase order or other document you issue with conflicting or additional terms has no effect.

20.7 No third-party beneficiaries. Except for the MXK8 Parties indemnified under Section 18, there are no third-party beneficiaries to these Terms.

20.8 Headings and interpretation. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."

21. Contact Us