PUBLIC OFFER AGREEMENT

Nonprofit Mission Architecture, Compliance Document Preparation & Strategic Consulting

Last Updated: April 03, 2026

This Public Offer Agreement ("Agreement") is a legally binding 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.

1. Nature of Services & Important Disclaimers

1.1 Not a Law Firm: The Provider is a consulting and document preparation firm, not a law firm, attorney, or CPA. We do not provide legal, tax, or financial advice. Nothing in this Agreement or in any Provider communication constitutes legal counsel. The Client is encouraged to seek independent legal counsel before signing this Agreement.

1.2 No Guarantee of IRS Approval: Provider makes no representation or warranty that the IRS will approve the Client's 501(c)(3) application. IRS approval decisions are made solely by the Internal Revenue Service and are outside the Provider's control.

1.3 No Guarantee of Timelines: Government processing times vary and are outside the Provider's control. Provider does not guarantee any specific timeline for state incorporation, EIN issuance, or IRS determination.

1.4 No Guarantee of Google Ad Grants: Provider does not guarantee that the Client will be approved for or maintain access to Google Ad Grants. Eligibility, approval, and continued access are determined solely by Google.

1.5 Client Decision Authority: The Client retains full authority and responsibility over all decisions related to the nonprofit's governance, programs, finances, and operations. Provider's role is advisory and administrative.

2. Scope of Services

2.1 What Is Included: The Provider's services under this Agreement include:

• Mission Architecture: Designing an independent educational and public-benefit framework (Mission Architecture™) based on the Client's expertise.
• Document Drafting: Preparing Articles of Incorporation, Bylaws, and Conflict of Interest policies.
• Compliance Review: Reviewing all mission narratives for adherence to general IRS tax-exempt eligibility standards prior to submission.
• Filing Assistance: Technical preparation and submission of IRS Form 1023-EZ, state incorporation filing, and EIN application.
• Enrollment Assistance: Technical enrollment for TechSoup and Google Ad Grants, subject to Client meeting the requirements of Section 6.

2.2 What Is NOT Included: The following are expressly outside the scope of this Agreement and are not provided unless separately agreed in writing:

• Website design, development, or hosting
• Fundraising, donor outreach, or grant writing
• Ongoing accounting, bookkeeping, or tax filings (Form 990 etc.)
• Legal representation in any dispute, audit, or government inquiry
• Preparation or submission of the full IRS Form 1023 (unless escalated per Section 5.3)
• Registered agent services
• Ongoing compliance monitoring after service completion

3. Payment Terms

3.1 Payment Policy: All payments made under this Agreement are non-refundable. Fees reflect the expertise, preparation, and strategic work that begins immediately — not a guaranteed government outcome. Work begins upon payment confirmation.

3.2 Single Integrated Service: The Service is offered as a single, integrated solution. The value of the Service is delivered throughout the engagement, including strategic, structural, and implementation work that begins from the first day of the engagement. Any installment plan is provided solely as a payment convenience and does not represent or divide the scope, stages, or value of the Service. No portion of the Service is severable for the purpose of a partial refund.

3.3 Installment Obligation: By selecting an installment plan, the Client agrees to complete all scheduled payments in full, regardless of project status, progress, or outcome. Failure to complete scheduled payments does not terminate the Client's payment obligation under this Agreement.

3.4 Installment Default: If the Client fails to make a scheduled installment payment within 14 calendar days of the due date, the Provider reserves the right to pause all work until the account is brought current. If payment is not received within 30 days of the due date, the Provider may terminate the engagement. In such case, no refund of prior payments will be issued and the Provider retains all work product until the outstanding balance is paid in full.

4. Payment Policy & Service Quality Warranty

4.1 Service Quality Warranty: Fees reflect the expertise, preparation, and strategic work that begins immediately — not a guaranteed government outcome. Rather than offering refunds, Provider offers a Service Quality Warranty (see Section 4.4): we commit to working with the Client through IRS requests, RFIs, and mission adjustments until the application is properly submitted and all reasonable administrative steps are exhausted. This commitment — not a monetary refund — is how Provider stands behind its work. Accordingly, no refund shall be issued for any reason, including but not limited to: Client change of mind, business changes, project abandonment, or dissatisfaction with government processing times or outcomes.

4.2 Government Decisions Are Outside Provider's Control: The IRS and other government agencies retain sole and absolute discretion over all filing decisions. An IRS request for additional information (RFI), a request to submit the full Form 1023 in lieu of Form 1023-EZ, or any other administrative inquiry does not constitute a denial, a Provider error, or a failure to perform. Such requests represent standard government processes and do not trigger any refund obligation.

4.3 Form 1023 Escalation: Provider's default scope includes preparation and submission of IRS Form 1023-EZ. In the event the IRS requires the full Form 1023 after submission of Form 1023-EZ, Provider will handle the administrative transition as part of the existing engagement at no additional cost. An exception applies if the IRS request stems from the inherent complexity of the Client's specific operations (e.g., complex international activities, joint ventures with for-profit entities, or extensive non-standard compensation structures) that require material expansion of the original Mission Architecture™. In such cases, Provider reserves the right to propose a supplemental consulting fee, which must be mutually agreed upon in writing before additional work begins.

4.4 Resolution Commitment: Notwithstanding the above, the Provider commits to supporting the Client through the resolution process. This includes: analyzing any IRS response or RFI, adjusting mission architecture as needed, and performing up to two (2) additional response submissions at no additional service cost. This commitment applies only where the Client remains responsive and cooperates fully with Provider's requests.

5. Completion of Services

The Provider's obligations under this Agreement are considered Fully Completed when all of the following have occurred: (a) Articles of Incorporation and Bylaws are drafted and delivered to the Client; (b) IRS Form 1023-EZ is prepared and submitted to the IRS; (c) Technical enrollment for Google Ad Grants is initiated, provided the Client has met the requirements of Section 6. Completion is defined by the Provider's actions, not by government approval timelines or outcomes.

6. Client Responsibilities & Project Deadlines

6.1 Accurate Information: The Client represents and warrants that all information provided to the Provider — including background, professional experience, intended mission, and organizational details — is accurate, complete, and not misleading. The Client acknowledges that the quality and compliance of all deliverables depends directly on the accuracy of information provided. Providing false or materially misleading information is grounds for immediate termination under Section 9.

6.2 Document Integrity: The Client agrees not to materially alter, modify, or deviate from the mission narratives, Articles of Incorporation, Bylaws, or any other compliance documents prepared by the Provider without prior written approval. Submitting materially altered documents to any government agency without Provider's written consent is grounds for immediate termination under Section 9, and the Provider bears no responsibility for consequences arising from such alterations.

6.3 Compliance Use of Nonprofit: The Client agrees to use the nonprofit structure exclusively for public-benefit educational purposes consistent with 501(c)(3) requirements. The Client acknowledges that any business benefit derived from the nonprofit's educational mission is incidental and must not become the primary purpose of the organization. Using the nonprofit structure primarily as a marketing or lead-generation tool for a for-profit business is a material violation of this Agreement and of IRS requirements.

6.4 Website Requirement: The Client must provide a functioning website that meets the following minimum requirements: a dedicated domain (no free subdomain services), an About page describing the nonprofit's mission, a Contact page with a domain-based email address, and content that clearly reflects a public-benefit educational purpose. The Provider is not responsible for Google Ad Grants rejections resulting from a website that does not meet Google's quality standards.

6.5 Website Deadline: The Client has 60 calendar days from the date of this Agreement to provide a qualifying website as described in Section 6.4. If the Client does not provide a qualifying website within this period, the Google Ad Grants enrollment transitions to a standby status until the Client provides a qualifying website. The Provider may, at its discretion, offer expedited re-activation of this service upon the Client's readiness.

6.6 General Responsiveness: The Client agrees to respond to Provider communications within 7 business days and to provide all required information, documents, and approvals in a timely manner.

6.7 Project Abandonment: If the Client is unresponsive for more than 30 consecutive calendar days at any point during the engagement, the Provider's obligations under this Agreement are considered fulfilled in full. No refund will be issued. The Provider may, at its discretion, offer to re-engage the Client at a later date as a separate paid service.

7. Limited Power of Attorney

The Client hereby appoints the Provider as an Authorized Representative for the sole purpose of performing the following administrative filings on the Client's behalf: state nonprofit incorporation, EIN application, IRS Form 1023-EZ, TechSoup registration, and Google Ad Grants enrollment. The Provider is NOT authorized to manage, access, or control the nonprofit's finances, bank accounts, or assets, and may not act as a director, officer, or registered agent of the nonprofit.

8. Google Ad Grants Compliance

• 8.1 Mission-Only Use: The Client agrees that Google Ad Grants shall be used exclusively to promote the nonprofit's public-benefit educational mission, as required by Google's program policies.
• 8.2 Prohibited Use: Using the grant for commercial lead generation, directing traffic to for-profit business pages, or any use inconsistent with Google's Nonprofit Program policies is strictly prohibited and is the sole responsibility of the Client.
• 8.3 Grant Not Guaranteed: Provider does not guarantee approval of or continued access to Google Ad Grants. Eligibility and approval are determined solely by Google.

9. Termination

9.1 Termination by Provider: The Provider may terminate this Agreement immediately upon written notice to the Client if any of the following occur:

• The Client provided materially false or misleading information at any point during the engagement;
• The Client materially altered compliance documents without Provider's written approval (per Section 6.2);
• The Provider reasonably determines that the Client intends to use the nonprofit structure in violation of IRS 501(c)(3) requirements or primarily for private benefit;
• The Client fails to cure an installment default within the period specified in Section 3.3;
• The Client engages in conduct that exposes the Provider to legal, regulatory, or reputational risk.

9.2 Notice & Cure: For compliance-related violations under Sections 6.2 and 6.3, the Provider will first issue a written notice describing the violation. The Client will have 5 business days to cure the violation. If the Client fails to cure within this period, the Provider may terminate immediately. For violations involving fraud or false information, no cure period is required.

9.3 Effect of Termination: Upon termination for any reason: (a) all pending work stops immediately; (b) no refund of any payments will be issued; (c) the Provider retains all work product until full payment is received; (d) the Provider bears no liability for any consequences arising from the Client's actions that led to termination.

9.4 Termination by Client: The Client may terminate this Agreement at any time by providing written notice to the Provider. Upon termination by Client, all payments made are non-refundable. The Provider will deliver all completed work product to the Client upon receipt of any outstanding balance.

10. Intellectual Property

Upon receipt of full payment, the Client owns the nonprofit-specific deliverables created under this Agreement (Articles of Incorporation, Bylaws, mission narratives). The Provider retains full ownership of its proprietary templates, methodologies, frameworks, and systems (including Mission Architecture™). Provider's templates and processes may not be reproduced, resold, or distributed without written permission.

11. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement, including but not limited to business plans, personal information, EINs, financial data, and strategic materials. Provider will not share Client information with third parties except as required to perform the services (e.g., state agencies, IRS, Google) or as required by law. This obligation survives termination of this Agreement for a period of three (3) years.

12. Indemnification

12.1 Client Indemnification: The Client agrees to indemnify, defend, and hold harmless the Provider and its officers, employees, and agents from and against any claims, losses, damages, penalties, or expenses (including reasonable attorney's fees) arising out of or related to: (a) the Client's breach of any provision of this Agreement; (b) false or misleading information provided by the Client; (c) the Client's alteration of compliance documents without Provider approval; (d) the Client's misuse of the nonprofit structure; or (e) the Client's violation of any applicable law or IRS requirement.

12.2 Provider Indemnification: The Provider agrees to indemnify the Client from claims arising directly from Provider's gross negligence or willful misconduct in performing the services described in Section 2.1.

13. Limitation of Liability

The Provider's total cumulative liability under this Agreement, regardless of the form of action, is strictly limited to the total amount paid by the Client to the Provider. The Provider is not liable for: government processing delays, IRS or Google decisions, outcomes outside Provider's direct control, loss of business opportunity, or any indirect, incidental, special, or consequential damages of any kind. Nothing in this section limits liability for gross negligence or willful misconduct by the Provider.

14. Force Majeure

Provider shall not be in default or liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to: government shutdowns, IRS processing delays, changes in federal or state law, natural disasters, pandemics, or third-party platform outages (including Google or Stripe). In such events, Provider will notify the Client and resume performance as soon as reasonably practicable.

15. Dispute Resolution

15.1 Good Faith Negotiation: In the event of any dispute, the parties agree to first attempt resolution through good faith negotiation for a period of 30 calendar days following written notice of the dispute.

15.2 Mediation: If negotiation fails, the parties agree to submit the dispute to non-binding mediation before a mutually agreed mediator in Sacramento County, California, prior to initiating any legal action.

15.3 Governing Law: This Agreement is governed by the laws of the State of California. Any legal action not resolved through mediation shall be brought exclusively in the courts of Sacramento County, California.

16. General Provisions

16.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, representations, or agreements.

16.2 Amendments: Provider reserves the right to update this Agreement. The version in effect at the time of payment governs the Client's engagement.

16.3 Severability: If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force and effect.

16.4 No Waiver: Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement.

16.5 Notices: All written notices required under this Agreement may be sent by email to the addresses on file at the time of engagement and are considered delivered upon confirmation of receipt.