THE FOLLOWING TERMS APPLY TO THE COMMPLIANCE GROUP’S (“TCG”) ACCULICENSE SERVICE.  BY ACCEPTING AN ACCULICENSE SERVICE ORDER, CUSTOMER AGREES TO THESE TERMS IN ADDITION TO THOSE OF THE MASTER SERVICE AGREEMENT.

1. Nature of AccuLicense Service
   1. TCG offers Consultant-managed document preparation and filing services (“Services”) through the AccuLicense Service. TCG prepares and files applications, registrations, and requests for authorization (“Applications”) with Secretaries of State (“SoS”), the Federal Communications Commission (“FCC”), State Public Utility Commissions (“PUCs”), and Departments of Revenue (“DoR”).  TCG shall provide Customer access to its AccuCompliance Platform for information, self-help, and delivery of Services. TCG Services, website, and the AccuCompliance Platform are provided for customer private use only and do not constitute legal advice.
   2. TCG is not a law firm, and TCG Services are not substitutes for legal advice from a licensed attorney.  TCG does not review any information Customer provides for legal accuracy, draw legal conclusions, offer opinions, or apply the law to the facts of Customer’s situation. Neither hiring TCG, nor use of the Services, creates an attorney-client relationship between Customer and TCG or its employees and representatives. For legal advice for a specific problem, TCG will provide a referral to the law firm of Marashlian & Donahue, PLLC, or another licensed attorney, upon Customer request.
2. Features. AccuLicense Service covers Applications associated with the following types of Governmental authorizations:
   1. Corporate Formation Services. Before doing business in the United States, Customer must form a corporate entity with a Secretary of State or its equivalent Government Agency. Corporate formation services are available from TCG in all 50 states and the District of Columbia. AccuLicense Service includes the following types of business formation:
      1. C corporations (“C-Corp”). These are formed under state law (usually of the state where the business will be first operated or in a state such as Delaware that is known for its well-developed corporate law).
      2. S corporations (“S Corp”). These are formed under state law like C corporations but have favorable tax treatment for closely held (not more than 100 shareholders) corporations under federal and state tax laws.
      3. Limited Liability Companies (“LLCs”). These are formed under state law and are a hybrid form of corporation and limited partnership and have certain tax advantages over C corporations.
   2. Foreign Corporate Registration Services. Customer may require registration with a Secretary of State (“SoS”) before to doing business in a state outside of the borders of the state (“Foreign”) where the Company is incorporated or formed (“Home”) depending on the location and volume of the services to be provided. AccuLicense Service includes the following types of Foreign business formation:
      1. Foreign Corp. Foreign Corporate Registration (applies to C Corps and S Corps)
      2. Foreign LLC. Foreign Limited Liability Company Registration
      3. A La Carte General Business Compliance Services
   3. TCG offers several corporate filings with SoS’s on an “a la carte” basis upon Customer request.  These filings are priced according to the one-time Fixed-Fees schedule listed in Customer’s Service Order. Such filings include but are not limited to:
      1. Corporate mergers & dissolutions
      2. Conversions
      3. Reinstatements
      4. Registration of Fictitious Names (D/B/As)
      5. Amendments
      6. Name reservations & registrations
   4. Regulatory Authorization Services. Companies must obtain various licenses, registrations or other authorizations from the FCC and state PUCs before providing regulated Communications Services in the United States.  TCG offers Regulatory Authorization services in all 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands, and Canada. AccuLicense Service includes the following types of regulatory authorization: 
      1. FCC International 214 Authorization
      2. Streamlined
      3. Non-Streamlined*
      4. FCC Form 499 Registration
      5. Interconnected VoIP Registrations
      6. Non-Interconnected VoIP Registration
      7. Wireless Registrations
      8. Illinois and California Wireless Registrations*
      9. Competitive Local Exchange Carrier (“CLEC”)*
      10. Interexchange Carrier (“IXC”)*
      11. Prepaid Calling Card/Prepaid Wireless/Prepaid
      12. International & Domestic Long Distance

          Services designated with (*) are provided in conjunction with third-party vendor.

   5. Generally Applicable Information on the Types of Fees Applicable to AccuLicense Service. TCG offers AccuReg Service under the Subscription-Based Fixed-Fees (“Subscription-Based Fixed-Fees”) set forth in Customer’s Service Order. Subscription-Based Fixed-Fees cover most, but not all, of the work TCG shall perform.  In certain limited circumstances, Out-of-Scope or other Non-Fixed-Fees may apply as follows:
      1. When Customer fails to fulfill Customer’s Responsibilities under the Master Service Agreement;
      2. When Customer requests or requires Legal or Non-Legal consultative services beyond the AccuLicense Service;
      3. When Customer purchases or pursues one of the following types of Applications:
      4. Non-standard Corporate Formation
      5. Non-standard Foreign Corporate or LLC Registration
      6. Non-Streamlined FCC International 214 Authorization
      7. Competitive Local Exchange Carrier (“CLEC”) Authorizations
      8. Interexchange Carrier (“IXC”) Authorizations
      9. Other Applications not specifically offered by TCG for Fixed-Fees
   6. Tax Registration Services. Customer may be required to register with various jurisdictions’ Departments of Revenue or equivalent before or upon doing business subject to State and Local Sales Taxes (“SALT”), transaction taxes, or 911 fees. TCG offers tax registration services in all 50 states and the District of Columbia.
3. Scope of AccuLicense Services 
   1. What is “In Scope” of the Fixed-Fee Rate offered by TCG? The following services are “In Scope” of TCG’s AccuLicense Services
      1. Identification and compilation of all information and data Customer is required to provide;
      2. Review of information and data provided by Customer to confirm completeness/sufficiency;
      3. Drafting of Application (or Document), as specified in Customer’s Service Order;
      4. Making draft Application (or Document) available for Customer review;
      5. One round of revisions to Application (or Document);
      6. Preparation and submission of Application (or Document);
      7. Setting up online account with Government Agency, as necessary;
      8. Payment of Government Agency filing fees;
      9. Notification to Customer of Governmental Agency approval/grant;
      10. Storage of Application (or Document), and
      11. Reasonable communications with Customer related to Application (or Document).

          Filing fees are pass-through expenses which are Customer’s duty to fund. Not all TCG services are “In Scope” of the AccuLicense Services Fixed-Fee rates.  Examples of “Out-of-Scope” services are detailed in the Master Service Agreement.

Customer Notice and Approval of Out-of-Scope or Non-Fixed Fees Prior to TCG Performance

Whenever Out-of-Scope or Non-Fixed-Fees apply, TCG shall provide Customer with Individual Case Basis (“ICB”) pricing or written notice that such pricing applies. In the absence of exceptional circumstances, TCG shall await Customer written authorization of ICB pricing prior to performance.