American company establishment (Wyoming)

Foreign Company Service Purchase Agreement
Updated: 26 May 2024 Effective: 1 June 2024
This Overseas Company Services Purchase Agreement (hereinafter referred to as "Agreement") is an agreement between NEWCOM (hereinafter referred to as "DADATE" or "we") and the user (hereinafter referred to as "you") regarding the use of the DADATE cloud service platform independently developed by NEWCOM for overseas company registration/ secretarial services/, accounting audit and tax return services and software product use authorization. Please read carefully the terms and conditions of this Agreement before purchase, and fully understand the legal meaning expressed in this Agreement, especially the important terms in this Agreement that are displayed in the form of rent increase, black or underline, etc. Please be sure to refer to them. After you click to confirm consent or indicate acceptance in other ways, this agreement will be deemed to be willing to abide by all provisions of this agreement and will have relevant legal binding effect on DADATE and you.
1.1 DADATE Cloud Service Platform: refers to the one-stop overseas company industrial and commercial service website platform independently developed by Niwoke Enterprises Co., Ltd. We rely on a team of tax experts and overseas secretarial service agencies to provide users with overseas (including but not limited to: Hong Kong, Singapore, the United States, France, the United Kingdom, Virgin Islands (BV), Seychelles, etc.) company registration, secretarial services, etc.
1.1DADATE Cloud Service Platform: Refers to a one-stop online platform for overseas company business services independently developed by Nivoko Enterprise Co., Ltd. Relying on a team of tax experts and overseas secretarial service agencies, we provide users with services such as company registration and secretarial services in overseas locations (including but not limited to: Hong Kong, Singapore, the United States, France, the United Kingdom, the British Virgin Islands (BV), Seychelles, etc.).
1.2 Company Registration: Refers to the act where users apply to overseas authorities or departments for the establishment of a company due to business operation needs.Our joint partners provide users with company registration services and software product license and technical support in more than 10 countries and regions around the world (including but not limited to: China Hong Kong, Singapore, the United States, France, the United Kingdom, the British Virgin Islands, Seychelles, etc.). Countries and regions where website products are authorized and other services and technical support are applicable are subject to the products and services launched on the DADATE cloud service platform.
1.3 秘书服务:依据指定国家或地区的政府部门或相关法律法规要求，每一家公司必需委任一名当地的居民个人或者法人公司作为公司的法定秘书。The statutory secretary is mainly responsible for handling relevant matters to ensure the legal and compliant operation of the company. Specifically, taking China Hong Kong as an example, the duties of the statutory secretary include but are not limited to:
·Submit all legal documents required for company registration;
Submit all legal documents for subsequent annual industrial and commercial inspections;
Arrange annual shareholders and directors 'meetings;
If company information occurs, submit company registration information in a timely manner:
Maintain the company's statutory register and related records for immediate access by law enforcement officers:
Timely notify the company's directors and shareholders to conduct follow-up work such as annual review, tax declaration, and accounting audit.
1.4 Official fees: refer to the official fees charged by the competent authority or department or unit for different service types, including but not limited to: company registration official fees, annual declaration registration fees, bank account opening service fees, etc. The specific fee amount is subject to the announcement of the competent authority or department or unit in each country or region.
1.5 Service fee: refers to the software license fee you need to pay when you apply for overseas industrial and commercial services through the DADATE cloud service platform, the service fees and bank handling fees of the overseas secretarial service company entrusted by DADATE for your company, etc.
1.6 Software use authorization: refers to the authorization to use the DADATE Industrial and Commercial Cloud Service Platform provided by Niwoke Enterprise Co., Ltd. to users. After paying the software service fee as agreed, users or you can use the software services and other technical support provided by DADATE.
1.9 Collection and payment service: refers to the service in which DADATE collects official service fees from users and pays official fees for users to overseas authorities or departments through cooperating service providers or banks and payment institutions.
2. Agreement on service content, pricing, service period, payment and refund, and billing
2.1 Service content: The services described in this agreement are provided by DADATE based on actual conditions, including but not limited to authorizing you to use the DADATE cloud service platform and purchasing the industrial and commercial registration services provided by it, including but not limited to: company registration, secretarial services (including but not limited to: annual audit, company cancellation, equity change, company information change, etc.), value-added services as we define, collecting official fees for relevant services from users and paying official fees to overseas industrial and commercial taxation authorities or departments (i.e., collection and payment services), providing users with online management of industrial and commercial assets, cloud storage and related technical services, etc.
2.2 Composition of service fees: When you apply for services, we will charge service fees, official fees, etc.
2.3 Service Price Description: You know and agree that because some of the services we provide have personalized or difficult to quantify characteristics, the selling price of some services we provide on the DADATE platform is only a reference price. If the service you purchase requires special pricing or additional charges are incurred during the service processing process, it may lead to modifications in the service price or the need to purchase additional services to cover the difference. In addition, DADATE has the right to adjust the license and service prices of relevant software products in a timely manner based on business operations, market changes and relevant national department policies. The user's acceptance of this agreement and payment of the order amount shall be deemed as the user's agreement to the authorization for the use of DADATE platform software products and service pricing. Since the official fees for some services may be adjusted, if the official fees change, the latest fees announced by the official agencies of the relevant country will prevail, and the official fees will also be adjusted accordingly. DADATE has the right to require users to make up or refund them. DADATE has the right to upgrade, adjust or explain the services, service prices or product forms it provides
2.4 Deadline
1) Service period-The authorization and service for offshore industrial and commercial software products purchased through the DADATE platform is a single time or a service agreed period. If you continue to use it before the expiration of the service period, you should renew the purchase. Otherwise, Xiaomao Haihai has the right to terminate the authorization and service.
2) Validity period of the product and service order-It is valid for 3 years from the date of successful purchase and payment by the user. If any service materials are not submitted within the time limit, it will be deemed that the product and service purchased by the user have ended, and DADATE reserves the right not to refund it. However, the deadline is excluded due to force majeure, and the user should provide relevant certificates.
2.5 Payment instructions: All services provided by us require one-time payment. After submitting the order and accepting this agreement, you can choose WeChat or Alipay or offline corporate transfer to pay the software service order under this agreement.
2.6 Reminder on compliance with the registration and operation of overseas companies by users: According to relevant laws and regulations such as the National Development and Reform Commission's Order No. 11 of 2017 "Measures for the Administration of Overseas Investment", the Ministry of Commerce's Order No. 3 of 2014 "Measures for the Administration of Overseas Investment", and the State Administration of Foreign Exchange No. 37 of 2014 "Notice on Domestic Residents on Issues Related to Foreign Exchange Management of Overseas Investment and Financing and Return Investment through Special Purpose Companies", domestic enterprises or individuals need to go through relevant/ approval, filing and registration procedures for overseas investment, and promptly report relevant information and cooperate in supervision and inspection.
1) Overseas investment filing, referred to as OD| Filing refers to the fact that domestic (excluding Hong Kong, Macao and Taiwan) enterprises and groups directly or indirectly obtain the ownership, control, operation and management rights and other rights and interests of overseas companies after the approval of relevant departments, invest overseas through establishment, mergers, equity participation, etc., need to go through the corresponding overseas investment filing procedures.
2) Foreign exchange registration refers to the foreign exchange registration that domestic residents establish or indirectly control special purpose companies overseas for the purpose of investment and financing, using the assets or interests of domestic enterprises legally held, or using the overseas assets or interests legally held by them, and establish foreign-invested enterprises or projects in China through new establishment, mergers and acquisitions, etc., and apply to the State Administration of Foreign Exchange or its authorized agency accordingly."
3) Reinvestment report: When an overseas enterprise invested by the enterprise conducts overseas reinvestment, the enterprise shall report to the competent commercial authority after completing overseas legal procedures
2.7 Refund Agreement: In view of the special nature of software service products, users should be clear and aware of the following refund agreements:
1) If you purchase relevant software product licenses and services on the DADATE cloud service platform and do not submit any materials, you have the right to apply for a refund;
2) If you have submitted service processing materials, DADATE will review the materials for you and submit the application materials to the relevant institution, which will incur relevant actual expenses, including but not limited to labor costs, system authorization fees, official fees, data mailing and other expenses. DADATE reserves the right to make a partial refund or no refund after deducting all expenses incurred.
2.8 Billing instructions: In view of the official fees for some services provided by DADATE, users should be clear and aware of the following billing agreements:
1) We only issue proforma invoices for the service fee. When you purchase services on the DADATE cloud service platform, you can fill in the billing information to apply for billing online;
2) We provide collection and payment services for the official fee. This part of the fee only provides the invoice issued by the official, and does not support the issuance of other invoices.
2.9 Regardless of whether there is any contrary agreement in this agreement or the offline order contract, both parties confirm that if DADATE violates its obligations under this agreement and causes actual losses to the user, it shall compensate the user for the direct and measurable actual losses, provided that the maximum amount of liquidated damages and/or damages paid by DADATE/ shall not exceed 20% of the order amount involved in the breach.
3. Amendments and objections to the agreement
3.1 DADATE reserves the right to modify any terms of this agreement from time to time. Once the content of this agreement changes, DADATE will directly update the revised agreement content without further notice. If you disagree with the above modifications, you can choose to stop using the service.
3.2 If you disagree with DADATE's modifications to the relevant terms of this agreement, you have the right to stop using the service. If you continue to use the Services, you will be deemed to have accepted the modifications made by DADATE to the relevant terms of this Agreement.
3.3 If you have any questions, opinions or suggestions about this Service Purchase Agreement or our products and services, you can contact us through the various contact methods we provide. Our contact email is:contact@ dadate.com. Under normal circumstances, we will complete the review and processing of your relevant contact information within 15 working days after receiving it.
4. Application of law and others
4.1 The validity, performance and interpretation of this Agreement and its amendments shall apply to the laws of the Hong Kong Special Administrative Region, and any disputes shall only apply to the laws of the Hong Kong Special Administrative Region. Agreement If any part of this Agreement conflicts with Hong Kong laws, that part of the terms shall be re-interpreted in accordance with the law. The invalidity or re-interpretation of some terms shall not affect the legal effect of other terms.
4.2 Any dispute or dispute between you and DADATE arising from this Agreement shall first be settled through negotiation based on the principle of friendly negotiation. If negotiation fails, you hereby fully agree to submit the dispute or dispute to the court of the Hong Kong Special Administrative Region for settlement through litigation.
4.3 This agreement constitutes the entire agreement between the parties on the matters agreed upon in this agreement and other related matters. Except as provided in this agreement, it does not confer other rights on the parties to this agreement.