This Corporate Entity Purchase Agreement (“Agreement”) is entered into as of the effective date above by and between Shelf Corp Giant LLC (“Seller”), located at 30 N Gould St Ste R Sheridan, WY 82801, with the email [email protected], and the Buyer named above (“Buyer”).
This Agreement clearly outlines the terms of sale, ensuring transparency, compliance with applicable laws, and protection for both parties. Buyer acknowledges that this is a legally binding agreement and that the terms herein govern the entire transaction.
1. INTRODUCTION & PURPOSE
1.1. Nature of the Transaction
This Agreement governs the sale of a corporate entity from Seller to Buyer. This is a commercial transaction between two business parties—the Seller, a provider of corporate entities, and the Buyer, an entrepreneur, investor, or businessperson acquiring a corporate entity for commercial use. This is not a consumer transaction. Buyer acknowledges that Buyer is purchasing the corporate entity for business, investment, or commercial purposes only, that this transaction does not involve the sale of goods or services for personal, household, or consumer use, that Buyer is not a passive or uninformed consumer but an entrepreneur or businessperson with knowledge, experience, and awareness of business transactions, and that Consumer protection laws do not apply to this transaction, as it is strictly a commercial agreement between business parties.
1.2. Buyer’s Acknowledgment of Business Expertise
By entering into this Agreement, Buyer represents and warrants that: Buyer is purchasing the corporate entity with full understanding of the risks and responsibilities associated with business ownership, that Buyer has the knowledge, experience, or access to professional advisors necessary to evaluate the corporate entity and its suitability for their intended business purposes, and that Buyer is not relying on Seller for financial, legal, or tax advice and understands that any decisions regarding the use or operation of the corporate entity are made solely at Buyer’s discretion.
1.3. Commercial Nature & Legal Treatment
Both parties agree that this is a business-to-business (B2B) transaction and shall be treated as such under applicable laws, that Buyer expressly waives any claims or defenses based on consumer protection laws, acknowledging that such laws are not applicable to this commercial transaction, and that Buyer agrees that this Agreement shall be interpreted and enforced as a business contract, governed by commercial laws and regulations applicable to corporate acquisitions.
2. TERMS OF PURCHASE
2.1. Corporate Entity Transfer
For Corporations: Buyer acquires 100% of all issued shares of the corporation. For LLCs: Buyer acquires 100% of all membership interests in the LLC.
2.2. Registered Agent Requirement
Registered agent services are NOT included in the purchase price. Buyer must update the registered agent immediately after purchase. Failure to maintain an active registered agent may eventually result in entity delinquency, inactivation, or administrative dissolution.
2.3. Final Sale; No Cancellation or Modifications
Buyer understands that this purchase is final, non-cancellable, and non-refundable and that Buyer cannot request a refund based on funding results, credit approvals, or any other business factor.
2.4. Substitution of Corporate Entity
If the originally selected corporate entity becomes unavailable due to reasons beyond Seller’s control—including purchase by another customer, administrative actions by the Secretary of State, or excessive delays in processing—Seller reserves the right to substitute the corporate entity with another entity of equal or greater value, as follows: The substitute corporate entity will be of similar state, age, and features, subject to inventory availability. If no corporate entities of the exact state and age combination are available, Buyer agrees to accept a substitute entity from another state of equivalent value. The substitute entity’s value will be determined based on Seller’s inventory list price at the time of substitution and may be up to 20% higher than the originally selected entity at no additional cost to Buyer. Buyer agrees that substitutions are final and do not entitle Buyer to a refund, cancellation, or compensation of any kind.
3. CONFIDENTIALITY, RISK DISCLOSURE & LIMITATION OF LIABILITY
Buyer agrees not to disclose the purchase price, terms of this transaction, or any related details to any third party without Seller’s prior written consent. Buyer acknowledges that purchasing a corporate entity is a business investment with no guaranteed success and that Buyer is not using life savings, emergency funds, or money critical for survival for this purchase. Buyer further acknowledges that Seller does not provide any credit repair services, credit advice, or assistance in modifying credit history. Seller does not engage in or offer any services related to credit restoration, removal of negative items from credit reports, or improving credit scores in any way. Buyer further acknowledges that Seller does not guarantee any specific outcomes, approvals, or financial benefits resulting from the use of the purchased entity. Under no circumstances shall Seller’s liability exceed the total amount actually paid by Buyer for the corporate entity. If Seller is found liable for any reason, compensation shall be issued in the form of store credit by default, valid for six (6) months and expiring if unused, unless otherwise required by arbitration, court ruling, or applicable law.
4. DISPUTE RESOLUTION & ARBITRATION
This agreement includes a binding arbitration clause that governs how disputes are resolved. If mediation does not resolve the dispute, then any and all disputes, claims, or controversies arising out of or relating to this agreement—including but not limited to its breach, enforcement, interpretation, or termination—shall be resolved solely through final and binding arbitration, except as otherwise expressly allowed below. The parties agree that arbitration will be conducted entirely online and based solely on written submissions, with no in-person appearances or live hearings unless mutually agreed or specifically required by the arbitration provider. Arbitration shall be administered by a neutral third-party arbitration provider, in the following order of preference: first by net-ARB at www.net-arb.com; if net-ARB is unavailable or declines to administer the matter, then by Arbitration Resolution Services (ARS) at www.arbresolutions.com; if ARS is unavailable, then by RapidRuling at www.rapidruling.com; if RapidRuling is not available, then by Brief (operated by Ejudicate) at www.ejudicate.com; and if none of the above providers are available or willing to handle the dispute, then by the American Arbitration Association (AAA) under its applicable consumer or commercial rules, at www.adr.org. If all of the listed arbitration providers are unavailable or unwilling to accept the dispute, then and only then may the matter be filed in a small claims court or other court of competent jurisdiction located in the State of Colorado, and in any such court proceeding, both parties knowingly and voluntarily waive any right to a trial by jury and agree that, where permitted by the court, the dispute shall be resolved by written submission only, without live testimony or in-person hearings. The parties consent to personal jurisdiction and exclusive venue in Colorado. All arbitration proceedings and any court proceedings must be conducted on an individual basis only, and no party may participate in a class action, mass arbitration, collective arbitration, or representative action of any kind. The arbitrator shall have exclusive authority to decide all issues related to the interpretation, applicability, enforceability, and scope of this arbitration clause, including the question of arbitrability itself, and shall not be permitted to award punitive or exemplary damages against Seller under any circumstances. The costs of arbitration, including any filing fees, administrative fees, arbitrator compensation, and related costs, shall be shared equally by both parties unless otherwise required by the provider’s rules; however, Seller may, at its sole discretion, pay Buyer’s share of arbitration fees in order to allow the case to proceed, and if Seller prevails in arbitration, Buyer agrees to reimburse Seller for all arbitration-related fees and costs, including reasonable attorneys’ fees, case filing costs, administrative fees, and any other expenses incurred by Seller in connection with the arbitration or enforcement of this clause. This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16, and to the extent state law applies, it shall be the laws of the State of Colorado without regard to its conflict of laws principles. The arbitrator’s final decision shall be binding and enforceable in any court with jurisdiction. If Buyer files a lawsuit or other proceeding in violation of this clause, Buyer agrees to reimburse Seller for all reasonable attorneys’ fees, arbitration fees, court costs, and any other expenses Seller incurs in enforcing this clause or obtaining dismissal of such unauthorized action. This clause shall survive the completion of any transaction and any termination or expiration of this agreement.
5. PROFESSIONAL CONDUCT & INDEMNIFICATION
Buyer agrees to communicate in a fair, professional, and good-faith manner. Buyer shall not engage in conduct that includes knowingly making false or misleading statements about Seller, whether in public statements, payment disputes, or complaints to third parties, in an attempt to coerce a refund, compensation, or other concessions that Buyer is not contractually entitled to. False or misleading statements include, but are not limited to: knowingly posting inaccurate or misleading reviews, misrepresenting facts in public forums, or filing complaints with false or exaggerated claims that harm Seller’s reputation or business operations. If Buyer makes such false or misleading statements, Seller may issue a written notice requesting that Buyer remove or correct the statement within seven (7) days. If Buyer fails to comply, Seller may initiate arbitration to seek confirmation that Buyer is not eligible for a refund and to recover damages for legal fees, administrative costs, and other losses reasonably estimated to result from the false or misleading statements. If the false or misleading statement remains visible at the time of arbitration, the arbitrator shall have the discretion to award additional damages based on an ongoing calculation of reputational harm, estimated lost business, and legal/administrative costs for as long as the statement remains accessible to the public. If the statement is not removed within thirty (30) days following the arbitration ruling, Seller may initiate further arbitration proceedings to recover additional estimated damages for continued harm. In addition to monetary damages, Seller may seek injunctive relief to compel the removal of false or misleading statements through arbitration or, where necessary, in a court of competent jurisdiction. Injunctive relief may be sought separately from arbitration if immediate action is required to prevent irreparable harm to Seller’s reputation and business operations. This provision does not restrict Buyer’s right to share truthful, honest experiences or opinions but ensures that statements made about Seller are accurate and not used to unfairly harm Seller’s business, reputation, or financial interests.
6. ENTIRE AGREEMENT
This Agreement supersedes all prior agreements, communications, negotiations, advertisements, representations, or understandings, whether written, oral, or implied. Buyer acknowledges that they are not relying on any verbal or written statements outside of this Agreement in making their purchase, unless such statements are in written format and signed by Seller.