Terms of service

Who provides the service

The KodiakBase service is provided by 3XA ECOM LLC, whose registered address is 407 Lincoln Rd STE 708, Miami Beach, FL 33139, United States. These terms govern the relationship between that company and whoever contracts the service.

By contracting you accept these terms, the legal notice and the privacy policy. If something below does not sit right with you, write to hola@kodiakbase.com before contracting rather than after.

What you are contracting

One yearly fee covering everything needed to have the company formed and current. This is what is inside it:

• Formation of the LLC in the state you choose — New Mexico, Wyoming or Delaware — with the Articles of Organization filed with the state.
• Twelve months of Registered Agent in that state.
• The EIN application to the IRS on Form SS-4 and delivery of the CP 575 letter as soon as the IRS issues it.
• The company's Operating Agreement, on a standard template.
• The US business address, with scanning of the mail that arrives there.
• The Bank-Ready file: your documentation assembled in the shape banks and payment gateways ask for.
• The compliance calendar and a warning ahead of every deadline on it.
• The annual filings included in the fee: the Form 5472 with its pro-forma Form 1120.
• The ProjektRepublic PRO licence.

What you are not contracting

Written as plainly as the list above, because a list of inclusions without its reverse always ends in an argument:

• Opening the bank account. We prepare the file; the decision belongs to the bank and follows its own KYC. We cannot guarantee it, which is why we do not.
• Legal advice and tax advice, in the terms of the legal notice.
• Filings that depend on your particular activity — sales, payroll, state activity taxes — and any submission not on the list above.
• Sworn translations, apostilles and certificates that a third party may ask you for.
• Procedures you request outside what was contracted, and their fees: a name change, an amendment to the Articles, or a move to another state.
• Any taxes owed by you or by your company.

Price and state fees

The price you see when contracting is the full first-year price and it includes the fee the state charges for the formation. No separate charge for it appears later: the state fee is inside, and that is part of what you are buying.

The renewal fee covers what recurs each year — Registered Agent, the annual filings included, and the calendar — and likewise includes the state's annual fee wherever that state charges one.

Prices are stated in US dollars. If your bank converts the currency, the exchange rate and its commission are theirs, not ours.

What you bring

The service rests on information only you have. By contracting, you undertake to:

• Give accurate and complete information: legal name, nationality, date of birth and a valid identity document.
• Provide a real, recent utility bill in your name showing your operating address. A convenience address will not do: the Bank-Ready file works precisely because that address is the real one.
• Keep your contact details current. Deadline warnings go to the address you leave us, and a mailbox you no longer read is the same as not receiving them.
• Answer requests for documentation within a reasonable time: some filings have a window, and waiting costs a whole cycle.
• Not use the company for unlawful activity or to get around a prohibition that applies to you.

Timing

Timings depend on third parties: the state processes the formation at its own pace and the IRS issues the EIN at its own. We give each state's usual estimate and tell you the moment anything moves, but we do not commit to a date that is not ours to keep.

What we do commit to is our own part: filing our side on time, telling you when there is news, and never leaving you without an answer.

Renewal and advance notice

The service renews in twelve-month periods, which is what it takes to keep the company current without rebuilding anything each year.

We email you at least thirty days before every renewal, with the amount and the date of the charge. The notice comes before the charge, never after.

The renewal price in force at that time applies. If it has gone up, the notice says so with the same advance warning and leaves you ample time to cancel before anything is charged.

Cancellation

You can cancel the renewal at any time up to fourteen days before the date of the charge, by writing to hola@kodiakbase.com. There is no phone call, no reason to justify and no retention process to sit through.

Cancelling stops the renewal; it does not undo the current period or recover fees the state has already collected, because the state does not refund them. The company stays yours: on leaving we hand you the documentation and the exact state of the file so another provider can pick it up.

If we are the ones who stop providing the service, we refund the unused portion of the fee and give you that same handover.

Right of withdrawal

If you contract as a consumer and EU distance-selling rules apply to you, you have fourteen calendar days to withdraw from the contract.

Nothing starts until you give an express go-ahead. If you ask us to begin inside that window, the right of withdrawal is still yours, but the part of the service already delivered is deducted; and once the state has registered the company, that part is delivered and cannot be undone.

To withdraw, an email to hola@kodiakbase.com making your decision clear is enough. There is no compulsory form.

Limitation of liability

We answer for our own work: that the filings we take on are prepared properly and submitted on time. If a submission goes wrong through a mistake of ours, we redo it at no cost and absorb the fee that comes with it.

We do not answer for the decisions of third parties — the approval of a bank account, the timings of the state or the IRS, the policy of a payment gateway — nor for indirect damages, loss of profit or loss of opportunity.

Save for wilful misconduct or gross negligence, our total liability is limited to the fees you have paid in the twelve months before the event giving rise to it. Nothing in this clause excludes liability that applicable law does not permit to be excluded.

Governing law and jurisdiction

This contract is governed by the laws of the State of Florida, United States, where 3XA ECOM LLC is formed, and the courts of Miami-Dade County have jurisdiction over any dispute.

With one carve-out we are not going to pretend away: if you contract as a consumer and live in the European Union, that choice does not deprive you of the protection of the mandatory rules of your country of residence, and you may bring proceedings before the courts of your domicile.

Changes to these terms

We may amend these terms for future periods. Changes are published on this same page and the date in the heading is updated with them.

If a change affects something material about the service or its price, we tell you by email at least thirty days in advance and you can cancel at no cost before it takes effect. What you contracted for the current period does not change halfway through.