PUBLIC OFFER AGREEMENT

Nonprofit Mission Architecture, Document Preparation,
Formation Services & Authorized Agent Representation

Last Updated: 10/14/2025

This Public Offer Agreement (“Agreement”) is a legally binding offer (“Offer”) made by IT HUB Service Inc. (“Provider,” “we,” “our,” or “us”) to any individual or entity (“Client,” “you,” “your”) who purchases our services through any Stripe checkout page, invoice, payment link, or financing option.

By completing payment, you accept this Agreement under the ESIGN Act and UETA and confirm that you have read, understood, and agreed to be legally bound by these terms. If you do not agree to these Terms, do not proceed with payment.

1. Scope of Services

The Provider offers specialized nonprofit consulting, mission architecture, document preparation, formation, and administrative services. These services may include:

1.1 Mission Architecture & Strategic Planning

• conducting a structured mission-discovery interview;
• extracting the unique charitable purpose, audience, public-benefit framework;
• designing compliance-based synergy between the nonprofit and any related for-profit business.

1.2 Structural Document Drafting

• drafting customized Articles of Incorporation / Certificate of Formation;
• drafting customized Bylaws tailored to the Client’s mission;
• drafting program structure and narrative required for IRS Form 1023-EZ eligibility;
• preparing supporting compliance materials.

1.3 Formation & Filing Services (Provider Performs All Filings)

Under the Limited Power of Attorney in Section 8, the Provider may:

• register the nonprofit with the appropriate Secretary of State;
• obtain the EIN from the IRS as Third-Party Designee;
• prepare and submit IRS Form 1023-EZ only (not the long Form 1023);
• submit applications to TechSoup, Google for Nonprofits, and Google Ad Grants (enrollment only);
• manage all communications related to these submissions.

Important: This Service does not include setting up ad campaigns, keywords, or managing the Ad Grants account after approval.

1.4 Advisory Support

• written guidance during all stages;
• clarification and support throughout the formation and enrollment process.

2. Important Legal Notice — Not a Law Firm

The Provider is not a law firm, attorney, CPA, or financial advisor. We do not provide legal, tax, or financial advice or representation. All filings performed are administrative under Limited Power of Attorney. Responsibility for the nonprofit’s future operations, compliance, filings, and tax obligations rests solely with the Client.

The Provider cannot guarantee IRS approval timelines, state processing timelines, or Google/TechSoup outcomes, as these agencies control all decisions independently.

3. Acceptance of Offer

You accept this Agreement when you:

1. complete payment through Stripe; and
2. (if prompted) check the box agreeing to these Terms.

Your payment constitutes legal acceptance of:

• these Terms,
• the price displayed at checkout,
• electronic delivery of documents,
• and authorizes automatic charges where applicable.

By completing payment, the Client authorizes all applicable charges and acknowledges that such authorization is irrevocable once services begin.

4. Fees & Pricing

4.1 General Terms
No price is stated in this Agreement. The final service fee is determined at checkout based on the payment option selected by the Client.

This may include:

• full payment,
• installments,
• or third-party financing options.

BY COMPLETING PAYMENT, YOU ACCEPT THE PRICE.

4.2 Split Payment (Deferred Service Fee)
If the Client selects a payment plan designated as "Deferred Service Fee" or "Pay on Result":

Upfront Payment: The Client pays only government filing fees (state registration fees, IRS filing fees). These fees are non-refundable under any circumstances.

Service Fee Obligation: The remaining Service Fee becomes due immediately upon "Completion of Services" as defined in Section 11.

Automatic Charge Authorization (Enhanced Compliance Version):
By initiating the Upfront Payment, the Client authorizes the Provider to charge any remaining balance of the Service Fee using the payment method stored on file, immediately upon completion of the Services. This authorization remains valid until the full Service Fee is paid.

5. Refund Policy

5.1 100% Refund Guarantee (Minus Processing Fees)
The Client is entitled to a 100% refund (minus Stripe/banking fees)

ONLY IF:

• the Provider fails to successfully register the nonprofit through IRS Form 1023-EZ,
• AND the failure is solely and directly caused by the Provider.

This is the only unconditional refund scenario.

5.2 No Refund Shall Be Issued If ANY of the Following Occur:

A. Incorrect or False Information Provided by the Client
No refund will be issued if filings fail due to:

• inaccurate director/officer information;
• incorrect addresses;
• prior nonprofit history;
• ineligible organizational activities;
• any factual misrepresentation by the Client.

B. Failure to Provide Website & Email (Google Ad Grants Requirement)
No refund will be issued if the Client fails to provide:

• a functioning nonprofit website;
• a domain-based email (e.g., info@nonprofitdomain.com);
• within the deadline specified in Section 12.

C. Delays or Inaction by the Client
No refund will be issued if:

• the Client fails to provide required information or documents;
• the Client is unresponsive for more than 14 days;
• the Provider cannot perform steps due to Client delay.

D. Client Withdrawal After Work Has Begun
Once work has begun (interview scheduled, drafts prepared, or filing actions initiated), refunds are not available.

6. Client Responsibilities

The Client agrees to:

• provide truthful, accurate information;
• respond to Provider requests promptly;
• maintain control of state, IRS, domain, and Google accounts;
• take full responsibility for all future nonprofit compliance.

The Provider will never request login credentials for banking systems or unrelated services. If the Client is unresponsive for 14 days → project may be paused. If unresponsive for 30 days → project may be considered fulfilled.

Non-Payment Consequences (Deferred Fee Plans):

The Provider may withhold delivery of:

• IRS Determination Letter,
• access credentials for created accounts,

until full payment is completed.

Failure to pay within 3 business days constitutes a material breach.

7. Intellectual Property

Upon full payment, the Client owns the nonprofit-specific deliverables. The Provider retains ownership of templates, questionnaires, and methodology.

8. Limited Power of Attorney (Authorized Representative)

8.1 Appointment
The Client appoints IT HUB Service Inc. as their Authorized Representative with Limited Power of Attorney to:

• file Articles/Certificate of Formation;
• obtain EIN (Form SS-4);
• prepare and submit IRS Form 1023-EZ;
• complete TechSoup, Google for Nonprofits, and Google Ad Grants enrollment;
• communicate with agencies as needed.

8.2 Scope of Authority
Includes electronic signatures, document submission, and responding to agency requests.

8.3 Exclusions
The Provider is not authorized to:

• act as incorporator, director, officer;
• manage finances, donations, or compliance filings;
• operate the nonprofit after formation.

8.4 Legal Responsibility
All regulatory responsibility remains with the Client and listed officers.

9. Formation Completion & Filing Procedures

The Provider completes:

• state registration,
• EIN issuance,
• IRS 1023-EZ submission,
• TechSoup verification,
• Google for Nonprofits enrollment,
• Google Ad Grants application (subject to Section 12).

Note: The Provider cannot guarantee Google’s final approval outcome, as eligibility determinations are made solely by Google.

10. Timeline

Processing times depend on:

• state filing systems,
• IRS review time,
• TechSoup verification,
• Google reviews,
• Client responsiveness.

No agency timeline is guaranteed.

11. Completion of Services

The Provider’s obligations are considered fully completed when:

1. Articles, Bylaws, EIN, and IRS 1023-EZ application have been prepared and submitted;
2. The IRS determination letter is received and delivered to the Client;
3. AND either:
   1. Google Ad Grants enrollment is approved, OR
   2. The Client fails to provide a website and domain email within the required 7-day deadline (Section 12).

12. Google Ad Grants Enrollment — Client Obligations

12.1 Enrollment vs Management
The Provider enrolls the Client into Google Ad Grants. The Provider does not manage campaigns after approval.

12.2 Parallel Preparation Rule
Client agrees to prepare the website and email during the IRS waiting period.

12.3 7-Day Deadline
Client must provide:

• website URL,
• domain-based email,

within 7 days after receiving notice of IRS approval.

12.4 Failure to Provide
If the Client fails to meet the deadline:

• the Google Enrollment portion is considered completed,
• no refund will be issued,
• the Client may apply independently.

12.5 TechSoup Dependency
Client acknowledges that Google enrollment requires prior approval from TechSoup, a third-party validator outside the Provider’s control.

13. Limitation of Liability

The Provider is not liable for:

• indirect, incidental, consequential damages;
• IRS, state, TechSoup, or Google delays or rejections;
• decisions outside Provider control.

Total liability is limited to the amount paid.

14. Governing Law

This Agreement is governed by California law. Disputes will be resolved in Sacramento County, California.

15. Entire Agreement

This Agreement constitutes the full understanding between the Parties.