MASTER SERVICE AGREEMENT & TERMS OF SERVICE
FDA FILINGS
A trade name of Excelia Compliance Group LLC.
Effective Date: October 14, 2026
Agreement Version: 1.1
This Master Service Agreement & Terms of Service (“Agreement”) is entered into between Excelia Compliance Group LLC, a Wyoming Limited Liability Company, doing business under the trade name “FDA Filings” (“Service Provider”), and the customer identified in the applicable Order (“Client”).
By purchasing, ordering, accepting, or using any services from FDA Filings, Client agrees to be bound by this Agreement and the applicable Order.
1. SERVICE PROVIDER IDENTITY
The legal entity providing the services described in this Agreement is Excelia Compliance Group LLC., a Limited Liability Company organized and existing under the laws of the State of Wyoming.
Excelia Compliance Group LLC conducts certain regulatory-support and administrative services under the trade name “FDA Filings.”
FDA Filings is a trade name and is not a separate legal entity, corporation, partnership, government agency, or governmental program.
Unless an applicable Order expressly states otherwise, all services, invoices, payments, communications, U.S. Agent arrangements, and other transactions conducted under the FDA Filings name are transactions with Excelia Compliance Group LLC.
Client is contracting with Excelia Compliance Group LLC, and not with any individual owner, officer, employee, contractor, or representative of the Service Provider in their personal capacity.
2. PURPOSE OF THIS AGREEMENT
This Agreement establishes the general terms governing administrative, regulatory-support, compliance-support, registration, U.S. Agent, and related services that Service Provider may offer to Client from time to time.
The specific services purchased by Client are determined by the applicable Order.
Not every service described in this Agreement is included in every transaction.
3. ORDERS AND PURCHASED SERVICES
Each purchase, invoice, checkout, proposal, quotation, service confirmation, or other transaction document identifying the services purchased by Client constitutes an “Order.”
An Order may identify, among other things:
- the specific service purchased;
- facility or entity covered;
- service fee;
- government or third-party fees, if any;
- requested processing timeframe;
- renewal or update date, where applicable;
- U.S. Agent term, where applicable;
- additional service conditions; and
- any other transaction-specific terms.
Only the services expressly identified in the applicable Order are included.
4. SCOPE OF SERVICES
Service Provider will provide the services expressly identified in the applicable Order using commercially reasonable efforts and in accordance with this Agreement.
Services may include, when expressly purchased:
- FDA Food Facility Registration assistance;
- FDA Food Facility Registration updates;
- FDA Food Facility Registration biennial renewal assistance;
- assistance with FDA registration information;
- DUNS/UFI assistance;
- U.S. Agent services for FDA Food Facility Registration;
- registration information retrieval or administrative assistance;
- registration confirmation documentation;
- other administrative or regulatory-support services expressly identified in an Order.
Service Provider is not obligated to provide services that are not expressly included in the applicable Order.
5. SERVICES NOT INCLUDED
Unless expressly purchased under a separate Order, the services do not include:
- legal advice or legal representation;
- FDA legal representation;
- FSVP compliance services;
- acting as an FSVP importer;
- customs brokerage;
- importer-of-record services;
- customs clearance;
- tariff classification;
- customs valuation;
- product approval;
- product certification;
- FDA approval or endorsement;
- food labeling legal review;
- nutrition-label compliance review;
- claims substantiation;
- product formulation review;
- facility inspection preparation;
- FDA inspection representation;
- warning-letter response services;
- recall management;
- regulatory litigation;
- tax services;
- accounting services;
- immigration services;
- trademark or intellectual-property services;
- testing or laboratory services;
- shipping or logistics services; or
- any other service not expressly identified in the applicable Order.
If Client requests additional work, Service Provider may provide a separate quotation or Order.
6. ORDER CONTROLS PURCHASED SCOPE
The applicable Order controls the specific services purchased by Client.
General information appearing on the FDA Filings website, FAQs, advertisements, social-media accounts, educational materials, emails, sales materials, or other general communications does not expand the services included in an Order unless expressly incorporated into that Order.
Client may not reasonably rely upon a general description of a service as evidence that an additional service was included when that service is not identified in the applicable Order.
If Client believes a particular task or deliverable is necessary, Client should confirm that it is expressly included in the Order before purchasing the service.
7. NO IMPLIED SERVICES
No service, deliverable, representation, review, filing, communication, monitoring obligation, or continuing responsibility shall be deemed included merely because:
- it is commonly associated with a particular regulatory process;
- another provider may offer it;
- Client expected it to be included;
- Client discussed it with Service Provider before purchase but it was not included in the Order;
- it appears in educational or informational content; or
- Client believes it is necessary to accomplish a broader regulatory objective.
Only expressly purchased services are included.
8. PRIVATE ADMINISTRATIVE SERVICES
FDA Filings is a private commercial service provider.
Service Provider is not a government agency and is not acting on behalf of the U.S. Food and Drug Administration (“FDA”), U.S. government, U.S. Department of Agriculture, U.S. Customs and Border Protection, or any other governmental authority.
FDA Filings is not affiliated with, sponsored by, endorsed by, or operated by FDA or the U.S. government.
9. NO GOVERNMENT CERTIFICATION OR ENDORSEMENT
Service Provider does not represent that Client, Client’s facility, or Client’s products have been approved, certified, endorsed, inspected, or otherwise approved by FDA merely because Service Provider has assisted with a registration or related administrative process.
FDA Food Facility Registration is not the same as FDA approval of a facility or product.
10. GOVERNMENT FEES AND PRIVATE SERVICE FEES
Unless expressly stated otherwise in an Order, amounts paid to Service Provider constitute private service fees.
FDA does not charge a fee for Food Facility Registration itself.
If a government agency or third party imposes a fee applicable to Client’s transaction, Service Provider may identify that fee separately where applicable.
Client acknowledges that payment to Service Provider is not payment of an FDA registration fee.
11. CLIENT RESPONSIBILITY FOR REGULATORY COMPLIANCE
Client remains solely responsible for determining and complying with all laws, regulations, requirements, permits, registrations, filings, labeling obligations, import requirements, and other obligations applicable to Client, its facilities, and its products.
Service Provider’s administrative assistance does not transfer Client’s underlying legal or regulatory responsibilities.
12. CLIENT INFORMATION
Client shall provide complete, accurate, current, and truthful information reasonably necessary to perform the services.
Client is responsible for reviewing information submitted to government agencies on Client’s behalf.
Service Provider may rely upon information supplied by Client without independently verifying its accuracy unless the applicable Order expressly includes verification services.
13. CLIENT CERTIFICATION AND AUTHORITY
Client represents and warrants that:
- Client has authority to purchase the services;
- information supplied to Service Provider is accurate to the best of Client’s knowledge;
- Client has authority to authorize submissions or actions concerning the applicable facility or business;
- Client will not knowingly provide false, misleading, fraudulent, or materially incomplete information; and
- Client will promptly notify Service Provider of material changes affecting the services.
14. FDA FOOD FACILITY REGISTRATION
Where applicable, Service Provider may assist Client with registration of a qualifying food facility with FDA.
Client remains responsible for determining whether its facility is legally required to register and for ensuring that the information submitted is accurate.
Service Provider does not independently determine whether a facility is exempt unless that determination is expressly included in an Order.
15. REGISTRATION ELIGIBILITY
Service Provider does not guarantee that a particular facility is eligible or required to register.
Where Client requests registration assistance, Client remains responsible for confirming that the facility and its activities fall within the applicable regulatory framework.
If information provided by Client indicates that registration may not be required, Service Provider may advise Client accordingly but does not provide a legal opinion unless separately agreed in writing.
16. FDA REGISTRATION SUBMISSIONS
Where expressly authorized, Service Provider may prepare, submit, update, or renew FDA Food Facility Registration information on Client’s behalf.
Client authorizes Service Provider to perform only the actions reasonably necessary to provide the purchased service.
Client remains responsible for the truthfulness and completeness of submitted information.
17. FDA REGISTRATION DATA
Where reasonably necessary to perform an authorized service, Service Provider may request from Client:
- FDA Food Facility Registration number;
- FFR PIN;
- information reasonably necessary to retrieve or verify the PIN;
- authorization to access the applicable registration through an authorized account or subaccount;
- registration-related correspondence; or
- other registration information reasonably necessary to complete the purchased service.
Client expressly authorizes Service Provider to request such information when reasonably necessary for the purchased service.
18. FIS-FURLS ACCOUNT CREDENTIALS
Service Provider will not routinely require Client to provide Client’s personal FIS-FURLS username or password.
Where possible, Service Provider will use appropriate account, subaccount, registration-number/PIN, or other authorized access methods.
If Client voluntarily provides account credentials, Client remains responsible for ensuring that such disclosure is authorized and appropriate.
Service Provider shall use voluntarily provided credentials only for authorized purposes and shall take reasonable measures to protect them.
Client should not provide credentials that are not reasonably necessary for the purchased service.
19. LIMITED PURPOSE OF ACCESS
Any access provided to Service Provider is limited to the purpose of performing the purchased services.
Service Provider does not acquire ownership of Client’s FDA registration, FDA account, facility, business, intellectual property, or regulatory records.
Upon completion or termination of the applicable service, Service Provider’s access shall cease when reasonably practicable, subject to legitimate recordkeeping, U.S. Agent obligations, or other continuing services.
20. REGISTRATION UPDATES
Where expressly purchased, Service Provider may assist with updates to Client’s FDA Food Facility Registration information.
Client is responsible for notifying Service Provider promptly of changes affecting the registration.
Service Provider does not monitor Client’s business continuously for changes unless ongoing monitoring is expressly purchased.
21. BIENNIAL RENEWAL
Where expressly purchased, Service Provider may assist Client with biennial renewal of an FDA Food Facility Registration.
Client acknowledges that biennial renewal is subject to applicable FDA deadlines.
Client is responsible for providing sufficient lead time for Service Provider to reasonably perform the requested service.
Service Provider does not guarantee completion before an FDA deadline unless an applicable Order expressly provides a guaranteed deadline and Service Provider expressly accepts that obligation.
22. U.S. AGENT SERVICES
Where expressly purchased, Service Provider may provide U.S. Agent services for a foreign food facility in connection with FDA Food Facility Registration.
Such U.S. Agent services are limited to the role and responsibilities applicable to the FDA Food Facility Registration U.S. Agent designation.
Service Provider does not become the Client’s general business agent, legal representative, customs broker, importer of record, FSVP importer, tax representative, or agent for other regulatory purposes merely by providing FDA U.S. Agent services.
23. U.S. AGENT COMMUNICATIONS
Where Service Provider is designated as Client’s FDA Food Facility Registration U.S. Agent, Service Provider may serve as the communications link between FDA and the foreign facility for communications within the scope of that role.
Client remains responsible for responding to substantive regulatory matters, providing requested information, maintaining regulatory compliance, and taking any action required of the facility.
Service Provider does not guarantee that every FDA communication will be received, forwarded, interpreted, or acted upon within a particular timeframe.
24. U.S. AGENT AND FSVP ARE DISTINCT
Client acknowledges that an FDA Food Facility Registration U.S. Agent and an FSVP importer are separate regulatory roles.
Purchasing U.S. Agent services from FDA Filings does not automatically make Service Provider the FSVP importer and does not include FSVP services unless expressly purchased.
Client remains responsible for identifying and maintaining any FSVP importer required under applicable law.
25. GOVERNMENT AND THIRD-PARTY SYSTEMS
Service Provider may depend upon FDA systems, DUNS/D&B systems, electronic portals, government communications, internet services, hosting providers, payment processors, email providers, and other third-party systems.
Service Provider is not responsible for delays, errors, outages, interruptions, changes, rejections, processing times, or failures attributable to third-party systems or governmental systems to the extent beyond Service Provider’s reasonable control.
26. PROCESSING TIMES ARE ESTIMATES
Any processing time communicated by Service Provider is an estimated processing timeframe only.
Unless an Order expressly states otherwise, an estimated processing timeframe is not a guaranteed contractual delivery date, warranty, representation, or promise of performance.
Service Provider will use commercially reasonable efforts to complete services promptly.
27. UNFORESEEN DELAYS
Service Provider shall not be considered in breach solely because completion of a service is delayed by circumstances that Service Provider could not reasonably have anticipated or controlled.
Such circumstances may include:
- illness or incapacity;
- family or personal emergencies;
- operational disruptions;
- staffing issues;
- unusually high service volume;
- technical failures;
- internet or telecommunications failures;
- cybersecurity incidents;
- government-system outages;
- third-party service interruptions;
- government processing delays;
- requests for additional information;
- incorrect or incomplete Client information;
- changes to government systems or procedures;
- changes in applicable requirements;
- force majeure events; or
- other circumstances beyond Service Provider’s reasonable control.
Where reasonably practicable, Service Provider may notify Client of a material delay.
28. GOVERNMENT PROCESSING IS OUTSIDE SERVICE PROVIDER’S CONTROL
Service Provider does not control FDA, DUNS/D&B, customs authorities, or other governmental or third-party processing.
Completion of a service therefore may depend upon actions or processing by third parties.
A delay caused by a government or third-party system does not constitute a failure by Service Provider to perform the purchased administrative service, provided Service Provider has otherwise performed its obligations using commercially reasonable efforts.
29. CLIENT DEADLINES
Client is responsible for providing sufficient lead time.
Client should not assume that a request submitted shortly before a regulatory deadline can necessarily be completed before that deadline.
Service Provider may decline or qualify a deadline-sensitive request where insufficient time exists to reasonably complete the requested service.
30. DECEMBER 31 AND OTHER DEADLINE-DAY REQUESTS
Client expressly acknowledges that requests submitted on or immediately before a regulatory deadline may not be completed before the applicable deadline.
For FDA Food Facility Registration biennial renewal, Client understands that failure to complete the required renewal by the applicable FDA deadline may result in expiration or removal of the registration under FDA procedures.
Service Provider does not guarantee completion of a renewal submitted on the deadline date or sufficiently close to the deadline that completion cannot reasonably be assured.
If a registration expires or is removed because a renewal was not completed by the applicable deadline, Service Provider may provide additional services to address the resulting situation, including re-registration where applicable, subject to a separate Order and fee.
31. RUSH AND LAST-MINUTE REQUESTS
Service Provider may, at its discretion, offer rush or expedited services.
A rush fee, if charged, compensates Service Provider for prioritizing its own work and does not guarantee processing by FDA, DUNS/D&B, or any other third party.
Service Provider may refuse a rush request where completion cannot reasonably be accommodated.
32. CLIENT-CAUSED DELAYS
Service Provider is not responsible for delays resulting from:
- late Client responses;
- missing information;
- inaccurate information;
- incomplete documents;
- failure to approve information;
- failure to provide required authorization;
- failure to provide registration information;
- failure to provide payment; or
- any other Client-controlled circumstance.
Any estimated timeframe may be extended accordingly.
33. ADDITIONAL WORK AND SCOPE CHANGES
If Client requests work outside the original Order, Service Provider may require additional payment before beginning such work.
Service Provider is not required to perform additional work merely because it appears related to the original service.
A request for additional work may result in:
- a revised Order;
- a supplemental invoice;
- a new service agreement;
- a separate quotation; or
- other written confirmation of scope and pricing.
34. PAYMENT
Client shall pay the fees stated in the applicable Order.
Unless otherwise stated in an Order, payment is due before Service Provider begins work.
Service Provider may suspend or decline services where payment has not been received.
Government or third-party fees, where applicable, may be charged separately.
35. CANCELLATIONS AND REFUNDS
Because services may involve administrative work, government submissions, preparation of records, registration processing, or reservation of Service Provider resources, refunds are subject to the terms stated in the applicable Order and this Agreement.
Unless otherwise required by applicable law or expressly stated in an Order, once Service Provider has materially begun performing a service, Client may not be entitled to a full refund merely because Client changes its mind, becomes unresponsive, or no longer requires the service.
Where Service Provider has not begun work, Service Provider may, at its discretion, provide a refund subject to any stated cancellation terms.
Government and third-party fees that have already been paid or incurred may be non-refundable.
36. SERVICE COMPLETION AND DOCUMENTATION
Where applicable, Service Provider may provide Client with confirmation, copies, screenshots, registration information, correspondence, or other documentation demonstrating the work performed.
Such documentation does not constitute an FDA-issued certificate or government certification unless the document is actually issued by the relevant government authority.
37. PRIVATE CONFIRMATION DOCUMENTS
If Service Provider provides a service confirmation, certificate, letter, report, or other document created by Service Provider, the document is a private business record.
It shall not be represented as an FDA-issued certificate, government certification, or government endorsement.
38. CONFIDENTIALITY
Each party shall use reasonable care to protect confidential, non-public business information received from the other party in connection with the services.
Confidential information does not include information that:
- is publicly available through no breach of this Agreement;
- was already lawfully known;
- is independently developed without use of confidential information;
- is received lawfully from a third party without confidentiality restrictions; or
- must be disclosed by law, regulation, court order, or governmental authority.
39. DATA PRIVACY AND SECURITY
Service Provider may collect and process information reasonably necessary to provide the purchased services, communicate with Client, process payments, maintain business records, and satisfy legal or contractual obligations.
Service Provider shall use commercially reasonable administrative, technical, and organizational measures appropriate to the nature of the information handled.
Client acknowledges that no internet transmission or electronic storage system can be guaranteed to be completely secure.
Service Provider’s handling of personal information is additionally subject to its applicable Privacy Policy.
40. THIRD-PARTY SERVICE PROVIDERS
Service Provider may use contractors, software providers, hosting providers, payment processors, communication providers, professional service providers, and other third parties reasonably necessary to operate its business and provide services.
Service Provider remains responsible for its own contractual obligations but is not responsible for independent failures of third parties beyond Service Provider’s reasonable control.
41. FORCE MAJEURE
Service Provider shall not be liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, governmental actions, public-health emergencies, utility failures, internet failures, cybersecurity incidents, labor disruptions, infrastructure failures, or other events that materially prevent or impair performance.
42. NO GUARANTEE OF GOVERNMENT ACTION
Service Provider does not guarantee that FDA or any other governmental or third-party authority will:
- accept a submission;
- issue or maintain a registration;
- approve a facility;
- approve a product;
- process a request within a specific timeframe;
- accept information without further inquiry;
- permit importation;
- issue a particular determination; or
- take any other requested action.
Service Provider’s obligation is to perform the purchased administrative services using commercially reasonable efforts.
43. CHANGES IN LAW OR GOVERNMENT REQUIREMENTS
Government requirements, forms, procedures, systems, deadlines, and interpretations may change.
Service Provider may modify its procedures, service scope, pricing, or requirements for future Orders in response to such changes.
Where a change materially affects an existing Order, Service Provider will use commercially reasonable efforts to notify Client where practicable.
44. NO LEGAL OR PROFESSIONAL ADVICE
Unless expressly agreed otherwise in writing with an appropriately qualified professional, Service Provider does not provide legal advice, legal opinions, accounting advice, tax advice, customs brokerage, or other professional advice requiring a professional license.
Information provided by Service Provider is intended as administrative or compliance-support information and should not be treated as a substitute for advice from a qualified attorney, accountant, customs broker, or other professional where appropriate.
45. CLIENT REPRESENTATIONS REGARDING USE OF SERVICES
Client shall not use Service Provider’s services to:
- submit knowingly false information;
- misrepresent a facility, product, business, or person;
- evade regulatory requirements;
- impersonate a government agency;
- misrepresent Service Provider as a government agency;
- create fraudulent documentation; or
- otherwise engage in unlawful activity.
Service Provider may refuse or terminate services where it reasonably believes the requested activity would involve unlawful, fraudulent, deceptive, or materially misleading conduct.
46. TERMINATION OF U.S. AGENT SERVICES
Where Service Provider acts as Client’s FDA Food Facility Registration U.S. Agent, either party may terminate the U.S. Agent relationship in accordance with the applicable Order and any applicable regulatory requirements.
Termination of U.S. Agent services does not automatically terminate unrelated services unless expressly stated.
Client is responsible for ensuring that an appropriate replacement U.S. Agent is designated where required by law.
47. TERMINATION OF OTHER SERVICES
Either party may terminate an ongoing service relationship where permitted by the applicable Order and this Agreement.
Service Provider may terminate or suspend services for:
- nonpayment;
- material breach;
- false or misleading information;
- abusive or threatening conduct;
- unlawful requests;
- misuse of Service Provider’s systems or documents;
- security concerns; or
- other circumstances that make continued performance unreasonable or unlawful.
Termination does not eliminate obligations that accrued before termination.
48. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, Service Provider shall not be liable for indirect, incidental, special, consequential, exemplary, punitive, or similar damages, including loss of profits, loss of business, loss of anticipated savings, loss of goodwill, loss of opportunity, business interruption, or regulatory or commercial consequences arising from Client’s business activities.
To the maximum extent permitted by applicable law, Service Provider’s aggregate liability arising out of or relating to a particular Order or service shall not exceed the total amount actually paid by Client to Service Provider for the specific service giving rise to the claim during the twelve (12) months preceding the event giving rise to the claim.
This limitation applies regardless of the legal theory asserted, including contract, negligence, misrepresentation, or other theory, except to the extent such limitation is prohibited by applicable law.
Nothing in this Agreement limits liability that cannot legally be limited or waived.
49. NO LIABILITY FOR CLIENT’S UNDERLYING REGULATORY OBLIGATIONS
Service Provider shall not be responsible for Client’s failure to comply with laws or regulations that fall outside the express scope of the purchased services.
This includes, without limitation, product formulation, labeling, importation, FSVP, customs, manufacturing practices, facility conditions, product claims, permits, licenses, taxes, and other obligations not expressly included in the applicable Order.
50. CLIENT INDEMNIFICATION
To the maximum extent permitted by applicable law, Client agrees to defend, indemnify, and hold harmless Excelia Compliance Group LLC, FDA Filings, and their respective officers, directors, employees, contractors, and agents from claims, liabilities, damages, losses, penalties, costs, and reasonable attorneys’ fees arising from or relating to:
- information supplied by Client that is false, misleading, fraudulent, or materially inaccurate;
- Client’s violation of applicable law;
- Client’s products, facilities, business operations, or imports;
- Client’s failure to perform regulatory obligations outside the purchased services;
- Client’s misuse of Service Provider’s services or documentation; or
- Client’s breach of this Agreement.
This Section does not require Client to indemnify Service Provider to the extent a claim is caused by Service Provider’s own conduct for which indemnification would be prohibited by applicable law.
51. INTELLECTUAL PROPERTY
Service Provider retains ownership of its pre-existing materials, processes, templates, systems, workflows, website content, forms, know-how, trademarks, trade names, and other intellectual property.
Client receives only the limited right to use deliverables provided specifically for Client’s internal business and regulatory purposes.
Client may not reproduce, resell, redistribute, modify, publish, or commercially exploit Service Provider’s proprietary templates, systems, or materials without written permission.
52. FDA FILINGS TRADE NAME AND BRAND
“FDA Filings” and associated branding, service descriptions, website content, graphics, templates, and materials are owned or controlled by Excelia Compliance Group LLC or used with appropriate authorization.
Client may not represent itself as FDA Filings or imply an affiliation with Excelia Compliance Group LLC
53. NOTICES AND COMMUNICATIONS
Service Provider may communicate with Client by email, telephone, online portal, or other contact information supplied by Client.
Client is responsible for maintaining accurate contact information.
Notices concerning regulatory deadlines or time-sensitive matters should not be sent exclusively through a communication method that Client has failed to monitor.
54. GOVERNING LAW
This Agreement and the applicable Orders shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to conflict-of-law principles that would require application of another jurisdiction’s law, except to the extent applicable mandatory law requires otherwise.
Nothing in this Agreement is intended to waive any right, remedy, protection, or requirement that cannot lawfully be waived or limited.
55. VENUE AND JURISDICTION
To the maximum extent permitted by applicable law, any action or proceeding arising from or relating to this Agreement shall be brought in an appropriate state or federal court located in Sheridan County, Wyoming, or another court of competent jurisdiction as required by applicable law.
Client consents to personal jurisdiction and venue in such courts to the maximum extent permitted by applicable law.
Nothing in this Agreement is intended to expand the jurisdiction of any particular Wyoming court beyond the jurisdiction granted to that court by law.
56. DISPUTE RESOLUTION
Before initiating litigation concerning a dispute under this Agreement, the parties shall make a good-faith effort to resolve the dispute through direct communication.
Either party may provide written notice describing the dispute and requested resolution.
The parties shall have a reasonable opportunity to attempt resolution before commencing formal proceedings, except where immediate legal or equitable relief is reasonably necessary.
57. ATTORNEYS’ FEES AND COSTS
To the extent permitted by applicable law, the prevailing party in an action arising from or relating to this Agreement may be entitled to recover reasonable attorneys’ fees and costs as determined by the court.
Nothing in this Section guarantees an award where applicable law does not permit one.
58. SEVERABILITY
If any provision of this Agreement is held invalid, unlawful, or unenforceable, that provision shall be enforced to the maximum extent permitted by law.
If it cannot reasonably be enforced, it shall be severed only to the extent necessary.
The remaining provisions shall remain in full force and effect.
59. ASSIGNMENT
Client may not assign or transfer this Agreement or its rights or obligations without Service Provider’s prior written consent, except where prohibited by applicable law.
Service Provider may assign this Agreement to an affiliate, successor, purchaser of substantially all relevant assets, or successor entity in connection with a merger, reorganization, sale, or similar transaction.
60. ENTIRE AGREEMENT
This Agreement, the applicable Order, and any expressly incorporated service-specific addendum constitute the entire agreement between Client and Service Provider concerning the applicable services.
They supersede prior oral or written discussions concerning the same subject matter, except for representations expressly incorporated into the applicable Order.
61. ORDER OF PRECEDENCE
If there is a conflict between this Agreement and an applicable Order, the Order controls only with respect to the specific transaction-specific term expressly addressed in the Order, such as:
- service purchased;
- price;
- quantity;
- expressly agreed deadline;
- service period; or
- other expressly stated transaction-specific condition.
This Agreement continues to govern all other matters.
62. AMENDMENTS
Service Provider may update this Agreement for future transactions.
The version accepted by Client at the time of an Order governs that Order unless the parties subsequently agree in writing to an amendment applicable to the existing transaction.
63. ELECTRONIC ACCEPTANCE
Client agrees that electronic acceptance of this Agreement, including by:
- checking an acceptance box;
- clicking an acceptance button;
- completing an online checkout process that expressly incorporates this Agreement;
- signing electronically; or
- otherwise affirmatively accepting the applicable terms,
constitutes Client’s legally binding acceptance of this Agreement to the maximum extent permitted by applicable law.
Service Provider may retain records identifying the Agreement version, date and time of acceptance, applicable Order, transaction information, and other evidence of acceptance.
Electronic records and signatures shall be treated in accordance with applicable law.
64. CLIENT ACKNOWLEDGMENT
By accepting this Agreement and/or purchasing services from FDA Filings, Client acknowledges that:
- Client is contracting with Excelia Compliance Group LLC, a Wyoming limited liability company doing business under the trade name ‘FDA Filings‘.
- FDA Filings is a private commercial service and is not part of, affiliated with, sponsored by, or endorsed by FDA or the U.S. government.
- Client is purchasing only the services expressly identified in the applicable Order.
- Any payment to Service Provider is a private service fee and is not an FDA government fee unless expressly identified as such.
- Service Provider does not guarantee FDA approval, acceptance, registration, renewal, government processing time, import admissibility, customs clearance, or any other government action.
- Client remains responsible for the accuracy of information supplied to Service Provider.
- Client remains responsible for regulatory obligations outside the purchased services.
- FSVP services are not included unless expressly purchased.
- U.S. Agent services, where purchased, do not automatically constitute FSVP importer services.
- Service Provider does not routinely require Client’s personal FIS-FURLS username or password.
- Estimated processing times are not guaranteed completion dates unless expressly stated otherwise in the applicable Order.
- Deadline-day and last-minute requests carry a risk that the applicable government deadline may pass before completion.
- General website, FAQ, advertising, or educational material does not expand the scope of the purchased services.
- Client has had an opportunity to review this Agreement before purchasing the applicable services.
- Client agrees to be bound by this Agreement and the applicable Order.