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INCORPORATE.COM TERMS AND CONDITIONS OF USE
September 1, 2015
YOUR USE OF THIS WEB SITE, CONTENT, AND/OR SERVICES PROVIDED BY INCORPORATE.COM CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS (this "Agreement") INCLUDING THE ARBITRATION/CLASS ACTION WAIVER PROVISION (INCLUDING THE RIGHT TO OPT OUT) SET FORTH IN SECTION 5 BELOW.
incorporate.com (TCC) Web Site (the "Web Site") is a service made available by incorporate.com ("TCC"). These terms and conditions apply to any and all content, materials, information and software provided on or through the Web Site (collectively referred to herein as the "Content") and on or through any service ("Services") provided to you by TCC, , its affiliated companies, or its marketing partners, including without limitation the services described in section 4 below irrespective of whether such services are ordered through the Web Site. The Web Site, Content, and Services are collectively referred to herein as "TCC Services". By accessing, viewing, or using TCC Services, you indicate that you understand and intend this Agreement to be the legal equivalent of a signed, written contract and equally binding.
TCC reserves the right to change this Agreement at any time by posting a new version on the Web Site. Such posting will constitute adequate notice to you. Your continued use of TCC Services after the effective date of such amendment will constitute your acceptance of it.
1. Not Legal Advice
TCC does not provide legal or financial advice at any time. TCC Services are not a substitute for advice from a licensed attorney or accountant. TCC Services are not intended to and do not constitute legal advice and no attorney-client relationship is formed. Submissions to this Web Site are not treated as confidential except for credit card information or other information that is protected by law against disclosure and then only to the extent of such law. You should not act, or refrain from acting, based upon any information at this Web Site.
This Agreement provides you with a personal, revocable, nonexclusive, nontransferable license to use TCC Services conditioned on your continued compliance with this Agreement. TCC may terminate this license at any time for any reason or no reason at all.
Except as expressly provided in this Agreement, nothing contained herein shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright intellectual property rights or other rights.
3. Limitations on Use
TCC Services may only be used in accordance with this Agreement. Further, specific TCC Services may be subject to additional terms (the "Additional Terms") which will be provided to you if you opt to use such TCC Services. Your use of such TCC Services will constitute your acceptance of the Additional Terms.
Use of TCC Services is limited to lawful business purposes. You may not reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works of TCC Services. You may not use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. You may not use any robot, spider, or other automatic device or manual process to monitor or copy the Web Site or Content without TCC's prior written permission. You may not copy, modify, reproduce, republish, distribute, display or transmit for commercial, non-profit or public purposes all or any portion of the Web Site or Content, except to the extent permitted above. You may not use or otherwise export or re-export the Web Site or any portion thereof, the Content or any software available on or through the Web Site in violation of any laws, including, without limitation, export control laws and regulations. Any unauthorized use of the TCC Services is prohibited.
All material contained on this Web Site and in the TCC Services, unless otherwise indicated, is protected by law, including, but not limited to, United States copyright, trade secret (for password-protected areas), and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, TCC does not grant any express or implied right(s) to users of this Web Site or TCC Services. Any rights not expressly granted herein are reserved.
4. Product Specific Disclosures
Business License Compliance Package. A Business License Compliance Package (the "Package") order covers one location or jurisdiction. To order the Package for additional locations, contact our customer service department to request a multi-jurisdictional order. Based on the information you provide to us, we contact local government authorities, ask which licenses apply to your business, locate applicable forms, and e-mail the applicable form(s) to you. WE DO NOT GUARANTEE THAT THE PACKAGE CONTAINS INFORMATION REGARDING ALL AUTHORIZATIONS, LICENSES OR PERMITS NECESSARY TO OPERATE YOUR BUSINESS. COMPLIANCE WITH ALL LAWS AND REGULATIONS REMAINS THE RESPONSIBILITY OF THE USER OF THE PACKAGE. NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, ARE GIVEN REGARDING THE LEGAL OR OTHER CONSEQUENCES RESULTING FROM THE USE OF OUR SERVICES, REPORTS OR FORMS. If you cancel before we have begun to work on your order, TCC will refund the total, less a $50 processing fee.
Annual Report Preparation and Filing Services. With the annual report service, we will provide you with monitoring of your upcoming due dates as well as assistance with filing your annual report(s). It is your responsibility to update TCC with any changes to your company information, including owners and officers at least 60 days prior to your Annual Report due date. If you sign up for the service within 90 days of your annual report due date, we will charge the credit card that we have on file and complete your annual report filing with the state without providing additional notice. IF WE NEED ADDITIONAL INFORMATION OR AN UPDATED CREDIT CARD AND CANNOT REACH YOU AFTER FOUR OR MORE ATTEMPTS, WE WILL BE UNABLE TO FILE YOUR ANNUAL REPORT(S). THIS MAY RESULT IN ADDITIONAL FEES, TAXES, EXPENSES, PENALTIES, AND UNFAVORABLE GOVERNMENTAL ACTIONS, INCLUDING BUT NOT LIMITED TO, SUSPENSION, REVOCATION, OR INACTIVE STATUS OF YOUR BUSINESS ENTITY, CRIMINAL CHARGES, INABILTY TO ACCESS COURTS WITHIN CERTAIN JURISDICTIONS, SUSPENSION OF YOUR ABILITY TO DO BUSINESS WITHIN CERTAIN JURDICTIONS, AND/OR LOSS OF BUSINESS ENTITY AND DOING BUSINESS AS NAMES.
The annual report service is an annual subscription. Based on the service you have purchased, TCC will annually charge your subscription renewal plus state fees for the services to the credit card we have on file unless you inform us in writing of your desire not to renew 60 days prior to your renewal date. If not notified of cancellation 60 days prior to your annual report filing date, you will be held liable for the subscription renewal cost plus state fees. It is your responsibility to update the credit card information we have on file. IN THE EVENT THAT YOU PURCHASE THIS SERVICE WITHIN 10 BUSINESS DAYS OF AN ANNUAL REPORT DEADLINE(S), WE CANNOT GUARANTEE THAT WE WILL BE ABLE TO FILE SUCH ANNUAL REPORT(S) ON TIME THOUGH WE WILL USE BEST EFFORTS TO MEET ALL FILING DEADLINES.
Trademark Services. TCC will collect payment for the trademark services; however, you may add services after consultation with The Trademark Company. No additional charges will be applied to your credit card until expressly authorized by you. For further information please visit The Trademark Company's terms of service.
Registered Agent Services. If you select TCC as the registered agent for your entity, we will charge your credit card at the time of formation. On your renewal date, we will automatically charge your card for the annual fee. If for some reason the charge does not go through, we will send you an invoice. If your account is not set up for automatic billing, we will send you an invoice each year 60 days before your coverage period ends. You must pay your registered agent service invoice annually for us to continue to provide service to you. All registered agent fees are non-refundable. IF YOU DO NOT PAY YOUR REGISTERED AGENT INVOICE WITHIN 60 DAYS OF RECIEPT, WE RESERVE THE RIGHT TO RESIGN AS REGISTERED AGENT. THIS MAY CAUSE YOUR ENTITY TO FALL OUT OF GOOD STANDING IF YOU DO NOT APPOINT A NEW REGISTERED AGENT AND MAY RESULT IN ADDITIONAL TAXES, COSTS, PENALTIES, AND OTHER ADVERSE CONSQUENCES.
5. Arbitration and Class Action Right Waiver
Please read this carefully. It affects your rights. TCC and you agree to arbitrate all disputes and claims arising out of or relating to this Agreement, or to any prior oral or written agreement for TCC Services between TCC and you. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. A party who intends to seek arbitration must first send to the other, by certified mail or overnight courier, a written Notice of Intent to Arbitration ("Notice"). The Notice to TCC shall be addressed to: Attn: General Counsel, 2711 Centerville Road, Wilmington DE 19808 ("Arbitration Notice Address"). If we do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or TCC may commence an arbitration proceeding. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by the terms of this Agreement. The arbitration shall be governed by the JAMS Streamlined Arbitration Rules and Procedures, as modified by this Agreement, and shall be administered by JAMS. The JAMS Rules and fee information are available at www.jamsadr.com, by calling JAMS at 1-800-352-5267, or by writing to the Arbitration Notice Address.
TCC agrees to pay one-half the filing fee of any arbitration, with the total costs of arbitration to be borne by the parties to the extent of their respective fault or negligence as determined by the arbitrator; provided, however, if TCC offers you an amount to settle the matter that you reject, and you are then awarded the same amount or less by the arbitrator, than you agree to pay the entire cost of the arbitration, excluding filing fees. You agree that, by entering into this Agreement, you and TCC are waiving the right to a trial by jury. Unless TCC and you agree otherwise, all hearings conducted as part of the arbitration shall take place in the city or county of your billing address. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The arbitrator must give effect to the limitations on TCC's liability as set forth in this Agreement and any other applicable agreement or law. You and TCC agree that YOU MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and TCC agree otherwise, the arbitrator may not consolidate proceedings of more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. Notwithstanding any of the foregoing, you may bring an individual action in small claims court.
6. TCPA Consent & Privacy
You expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry. You also agree that we may contact you by e-mail, using any email address you have provided to us or that you provide to us in the future. We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law. For example, we listen to and record calls for quality monitoring purposes.
TCC does not provide legal advice. Our services are not a substitute for the advice of an attorney and providing these services to you does not create an attorney-client relationship. Further, TCC cannot advise you where to incorporate or qualify your business. Please note that you may need to register your company in any state where you have a physical presence or do substantial business. Please review our online legal terms. You may opt out of any of those terms within 30 days of the date of this sale by sending us a written notice and the specific terms to which you do not agree. The following refund policy is not subject to change: If you cancel your order before we have submitted it to a federal, state or local office, TCC will refund the total amount paid for such order less a service fee. If you cancel your order after it has been submitted, we will use our discretion to determine what portion of the fee, if any, will be refunded.
Credit Card Payment. When you click the "Pay & Complete Order" button, we will charge your credit card. The verification process should take only a few moments.
ACH Payment. Please note that payment by electronic check will delay your request by six business days to allow time for the funds to clear. At the end of this period, your order will be released for processing.
The following payment methods are available only by contacting our service department:
- Multiple Credit Cards. Please contact customer service immediately with credit card information.
- Wire Transfers. Domestic wire transfers generally take 3-5 business days to be received and processed. International wire transfers can take 7-10 business days. Once you have submitted your transfer request, please contact customer service to provide them with your tracking information.
- Mailed Payments.
Deposit. The deposit(s) listed in your order is non-refundable and will be applied towards your total service fee once your request has been completed. State fees and tax clearance (if applicable) are not included in the service fee. You are required to pay the balance of the service fee, and any applicable state filing fees and tax clearance to complete the process. TCC will research the state fees and provide the appropriate paperwork and fee schedule. Once you receive the paperwork and fee schedule, please complete, sign, and return them along with your balance due to us for submission to the state filing office. Once the state approves your filing, we will send you the official evidence.
8. Refund Policy
TCC's goal is to provide you with excellent service. We want you to be 100% satisfied. If you are not, please contact us at 800-818-6082 or via e-mail at firstname.lastname@example.org.
If you cancel your order before we have submitted it to a federal, state or local office, TCC will refund the total amount paid for such order less a service fee. If you cancel your order after we have already submitted it, we will use our discretion to determine what portion, if any, we will refund.
9. User Information and Service Delivery
Certain sections of the Web Site require you to register. If registration is requested, you agree to provide TCC with accurate, complete registration information. It is your responsibility to inform TCC of any changes to registration information. Each registration is for a single person only, unless specifically designated otherwise on the registration page. TCC does not permit any other person using the sections under your name or access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use.
TCC may act in reliance upon any instruction, information, document, filing, name, email address or user password that meets the Web Site's automated criteria or which is believed by TCC's personnel to be genuine. For any password protected areas, TCC may assume a person entering a user name address and associated password is, in fact, that user or is authorized by that user to act on its behalf. TCC may assume the latest email addresses and registration information on file with TCC are accurate and current. When programmed to do so, TCC may take prescribed actions in the absence of receiving proper and complete contrary instructions.
You agree to review your contact and billing information periodically and notify TCC immediately if there are any updates or corrections. You assume full responsibility for any default judgments, adverse regulatory actions, or any other consequence or liability resulting from your failure to notify TCC as required by this paragraph.
You agree that no order is final until you receive an official, state-issued notice or filed document containing your proposed entity name. Upon receipt of the document, you shall verify that the entity name and related information is true and correct. You waive any right to claim reliance on statements or representations of TCC or its representatives regarding name reservations.
You agree that TCC may charge your credit card on file annually for any renewable services you ordered including, without limitation, registered agent, annual report preparation and file services, compliance coaching or any other similar service. It is your responsibility to maintain an updated card on file with us in order for us to continue providing the services. You must take affirmative action to notify us of your desire to cancel the services and to avoid any future charges by contacting us at (800) 818-6082.
TCC SERVICES ARE PROVIDED ON AN "AS IS" BASIS. TCC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. TCC DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, OUT OF OR IN ANY WAY RELATED TO (A) ERRORS IN OR OMISSIONS FROM ANY TCC SERVICES, INCLUDING BUT NOT LIMITED TO INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN ANY TCC SERVICES, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF ANY TCC SERVICES, OR ANY PORTION THEREOF, (D) YOUR USE OF ANY TCC SERVICES, (E) YOUR USE OF EQUIPMENT OR SOFTWARE IN CONNECTION WITH ANY TCC SERVICES OR (F) THE CONTENT CONTAINED IN ANY MARKETING MATERIALS OR EMAILS RELATED TO TCC SERVICES.
TCC does not represent or warrant that TCC Services are error free or free from other harmful components. We will take steps to the best of our ability to correct all known defects with TCC Services. TCC does not warrant or represent that TCC Services will be correct, accurate, timely or otherwise reliable. TCC may make improvements and/or changes to the features and functionality of TCC Services at any time. Any transaction involving TCC Services between you and TCC is deemed to be a business to business transaction.
Third party content may appear on the Web Site or may be accessible via links from TCC Services. These sites have not necessarily been reviewed by TCC and are maintained by third parties over which TCC exercises no control. Accordingly, TCC expressly disclaims any responsibility for the privacy policies, information collection practices, the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.
11. Limitation on Liability
IN NO EVENT SHALL TCC BE LIABLE FOR ANY
(I) INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND (INCLUDING ATTORNEY'S FEES) RESULTING FROM YOUR USE OF ANY TCC SERVICES (EXCLUDING SERVICE OF PROCESS) IN AMOUNT IN EXCESS OF THE FEES PAID TO TCC IN THE PRIOR TWELVE MONTHS;
(II) INJURY, CLAIM, LIABILITY, DAMAGE, OR DEFAULT OF ANY KIND (INCLUDING ATTORNEY'S FEES) RESULTING DIRECTLY OR INDIRECTLY FROM THE DELIVERY OR FAILURE TO DELIVER SERVICE OF PROCESS IN AMOUNT IN EXCESS OF $5,000; OR
(III) SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING ATTORNEY'S FEES), IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF ANY TCC SERVICES, INABILITY TO USE THE WEB SITE, OR THE COMPLETENESS OR ACCURACY OF THE CONTENT.
12. Breach of Agreement and Violation of Laws
TCC reserves the right to seek all remedies at law and in equity for violations of all laws and this Agreement, including but not limited to, the right to block access from a particular Internet address to TCC Services and its features, and terminate any services without refund of fees paid.
You agree that you will not use TCC Services for any fraudulent or unlawful purpose. You agree that you have truthfully disclosed your identity as the named individual placing an order, have the authority to form such entity; and are not prohibited from making a transaction by any governing body.
You further agree that you will not infringe on the intellectual property of TCC or third-parties, including by filing or ordering formations, trade names, or DBAs with names similar to protected trademarks and/or copyrights, and TCC is not responsible for identifying such potential infringements.
If you violate or exceed the scope of this Agreement or infringe our proprietary rights, you acknowledge and agree that we would be irreparably harmed and may (in addition to other relief and without having to post bond) obtain a court order enjoining you from further mischief. You further agree that TCC may, without notice to you, withdraw or dissolve any entities, documents, or filings filed in contravention to this Agreement and resign as your registered agent (if applicable), and that you will indemnify and hold harmless TCC for any liability (including the costs of TCC in taking such action) arising from the violation of this section.
TCC reserves the right to investigate complaints or reported violations of the Agreement and to take any action we deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.
13. Governing Law
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE (USA), WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. YOU ARE RESPONSIBLE FOR COMPLYING WITH YOUR OWN LOCAL LAWS, WHICH MAY VARY WITH RESPECT TO CERTAIN ACTIVITIES OR PEOPLE (e.g., MINORS). You agree that U.S. District Courts can hear cases involving copyright issues between us. Should you have a grievance with us, you agree to arbitrate your dispute in accordance with Section 5 above. In the event that your dispute is not eligible for such arbitration or if a court finds the arbitration provision to be unenforceable, you hereby irrevocably agree that any legal action brought against us will be brought and maintained on an individual basis (and not consolidated with similar cases) within one (1) year after the claim arises or you will be barred from bringing such legal action. If we are required to enforce this Agreement or our rights, you agree it is reasonable to send you legal notices and papers by electronic mail at your stated address (we would also attempt to send you a backup copy by regular mail).
14. Force Majeure
TCC is not responsible for any delay or failure in performance of any TCC Services in whole or in part for any reason including, without limitation: fires, floods, storms, earthquakes, civil disturbances, disruption of telecommunications, transportation, utilities, services or supplies, governmental action, computer viruses, corruption of data, hacker attacks, incompatible or defective equipment, software or services or otherwise. Nothing herein enlarges any warranty or diminishes any disclaimer under this Agreement.
This Agreement and any Additional Terms reflect our entire and exclusive agreement and supersedes all other agreements regarding this subject matter, whether written or verbal. In the event of a conflict between the terms of this Agreement, Additional Terms and/or any other terms found on this Web Site or in the provision of services provided to you by TCC or any of its affiliated companies, the terms of this Agreement shall control even if the other terms are dated later in time, unless such other terms expressly provide otherwise.
We reserve the right to assign this Agreement or delegate responsibility to any third party, including a party acquiring any of our operating assets or ownership interests. All licenses or permissions granted to you by this Agreement are personal in nature and may not be assigned, sublicensed or otherwise transferred and any attempt to the contrary is void. Any provision of this Agreement found by a court to be illegal or unenforceable shall automatically be deemed conformed to the minimum requirements of law and shall thereupon be given full force and effect as so modified. Waiver of a provision in one instance shall not preclude our enforcement of it on future occasions. Headings are for reference purposes only and have no substantive effect.
This Agreement incorporates by reference any notices contained on the Web Site. The Agreement constitutes the entire agreement with respect to access to and use of TCC Services. If any provision of this Agreement is unlawful, void or unenforceable then that provision shall be deemed severable from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions.