1. Acceptance of the Terms of Use.

By accessing or using the US Filing Services website offered by US Filing Services, LLC. (“US Filing Services,” “we,” “us” or “our“) at www.filingservices.com and all associated pages and services (collectively referred to as our “Website“) as further described below, which include the SaaS and platform component thereof, collectively referred to as the “Services“, you (the “User“, “your” or “you“) confirm that you have read, understand and agree to be bound by these terms of use (“Terms of Use” or “Terms“).  Please read the Terms of Use carefully and print a copy for your records.

IF YOU ARE UNWILLING TO BE BOUND BY THESE TERMS OF USE, DO NOT ACCESS OR USE THE SERVICES OR PRODUCTS.

PLEASE BE AWARE THAT SECTION 16 OF THESE TERMS OF SERVICE, BELOW, CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND US FILING SERVICES HAVE AGAINST EACH OTHER ARE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS THAT YOU HAVE AGAINST US FILING SERVICES TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT IN SECTION 16 OF THESE TERMS: (i) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US FILING SERVICES ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (ii) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION PROVISIONS SET FORTH IN SECTION 16 OF THESE TERMS COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING CLASS ACTION LITIGATION. PLEASE SEE SECTION 16 FOR MORE INFORMATION REGARDING THESE ARBITRATION PROVISIONS, INCLUDING THE ARBITRATION PROVISIONS’ IMPACT ON THE PENDING CLASS LITIGATION AND HOW TO OPT OUT OF ARBITRATION. THE TERMS OF SERVICE LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

2. Changes to these Terms of Use.

By accessing our Services, you acknowledge that we have the right to revise and amend these Terms of Use without prior notice. Your continued use of the Services following our posting of any such changes will mean that you accept such changes. Notwithstanding the foregoing, We may notify you at the email address provided to us or by a posting on the Website in the event that we make any material changes to these Terms of Use, and you may have to agree to or reject the updated Terms of Use at that time, in order to continue using the Services.

3. Types of Services Offered and Your Authorization to Electronic Signatures.

  1. Types of Services
    1. Incorporation Services. US Filing Services’ incorporation services include preparing and filing documents for formation, organization or incorporation as a limited liability company or corporation in the jurisdiction of the client’s choosing and where US Filing Services has appropriate capacity and ability. These documents are intended to fulfill the minimal legal requirements for formation, organization or incorporation in the chosen jurisdiction and are not meant to serve as limited liability company agreements or bylaws, as applicable, for the respective entity. To ensure successful processing, US Filing Services reserves the right to advise against any potential issues and cannot include information within the formation, organization or incorporation documents that would lead to unsuccessful filing. Representatives are not trained to offer specific tax advantages and cannot provide legal advice. If a corporation or other entity is eligible to be treated as an S corporation, a Form 2553 is required to make the election under section 1362(a), which US Filing Services can prepare for an additional fee. For nonprofit organizations, incorporation services include adding specific clauses to the articles of incorporation to meet the requirements set by the Internal Revenue Service to qualify for and comply with a501(c) tax exemption. These clauses must be added to the incorporation document to obtain tax-exempt status under any 501(c) section and cannot be modified or removed.
    2. Registered Agent Services. Registered Agent Services are available in all fifty (50) states, the District of Columbia and Puerto Rico, which may be provided by US Filing Services, a third-party subcontractor, or a combination thereof. A registered agent is authorized to receive service of process in the event of a lawsuit and other important documents on behalf of the business (“Registered Agent“). You must provide a physical and mailing address to be recorded by the state. You acknowledge and agree that you are responsible for contacting the appropriate Secretary of State to understand laws applicable in each jurisdiction where your entity conducts or may conduct business. By purchasing Registered Agent Services, you understand, agree to, and accept the specific purpose and use of a Registered Agent, which is to be appointed and maintained by a legal entity according to local statutory requirements. The Registered Agent is responsible for maintaining a physical location during regular business hours, receiving legal and government notices on behalf of the represented entity, and securely delivering documents to the entity.

      Fees for the Registered Agent Services automatically renew and are charged automatically to the card on file. These specific services renew annually within sixty (60) days of the anniversary date of purchase. Please see payment terms that are specific to automatic renewal in Section 8.

      You are responsible for providing proof of a substitute agent prior to the filing renewal date. If proof of a substitute Registered Agent is not received by the renewal date, you will be charged the full fee for the renewal term. The address for the Registered Agent is for use by the Registered Agent and is not to be used as your business address.

      US Filing Services Registered Agent Services are limited to receiving and forwarding items covered under state statutes. When receiving process your behalf, US Filing Services shall not be held responsible for any part of the lawsuit or claim. You agree to indemnify US Filing Services for any and all claims brought in these processes or related to these processes.

      If any changes to a Registered Agent are required, you must the below instructions: (i)  Filing a Change of Agent Request: To change registered agents, you must file a change of agent request with the state. US Filing Services can assist you with this change for any state for $99 plus state fees. (ii) Notifying US Filing Services: If a change of agent has been filed for any state that US Filing Services serves, please email [email protected] to update the information and formally cancel the registered agent account. If the business has withdrawn from or dissolved in a state where the previous agent was the registered agent of record, contact US Filing Services using the above info. The account will be canceled once US Filing Services confirms that the prior registered agent is no longer the registered agent or that the business has ceased. Please note that US Filing Services cannot independently cancel registered agent service due to legal obligations to have a registered agent. You understand and acknowledge that being without a registered agent can result in you incurring penalties for the violation or even a revocation of authority to operate in the state and you assume all risk and liability relating thereto.Please note that US Filing Services cannot independently cancel Registered Agent Services due to legal obligations for an entity to have a registered agent. You understand that failing to have, and maintain, a Registered Agent may subject you to penalties and/or a revocation of authority to operate in the state.
  2. The Services provided include certain federal, nonprofit 501(c)(3) filing services and filing services with the Secretary of State. US Filing Services is not a law firm and neither US Filing Services nor any of its employees provide legal or professional services or advice and should not be relied upon as such. If legal or other professional assistance is needed, we recommend that you seek the services of a competent professional. The US Filing Services Content and Services should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of your specific situation. No confidential attorney-client relationship is formed through use of this website. Further, US Filing Services provides neither insurance nor any other liability coverage with respect to the information provided to us, the Services or as the result of your use of our Services.
  3. You represent that the information supplied by you or your agent to US Filing Services is accurate and complete, including any information you provide for any filing. You also acknowledge that US Filing Services is relying upon such information in the preparation and completion of filings on your behalf through its performance of the Services, without any verification by US Filing Services as to its accuracy or completeness. You agree to hold US Filing Services and its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents and representatives harmless and defend and indemnify US Filing Services from and against any claims, causes of action, damages and liability of whatever kind or nature, including but not limited to court costs and reasonable attorney fees if information provided by you or your agent is inaccurate or incomplete. It is your responsibility to inform US Filing Services of any changes or corrections to your information.
  4. You give US Filing Services and any affiliated companies or third parties consent to affix an electronic signature where required to file documents on your behalf through our provision of the Services. You understand that you may withdraw your consent, provided that your documents have not already been filed, by calling US Filing Services Customer Service. Further, you acknowledge and agree that it is your responsibility to meet all applicable filing deadlines.
  5. You acknowledge and agree that US Filing Services’ review of answers is limited to completeness, spelling, and internal consistency of names, addresses, and the like. You are required to, and agree that you will, read the final document(s) before signing them, where applicable, and you agree to be solely responsible for the final document(s).
  6. You agree and consent to US Filing Services’ use of third parties, including affiliates and subcontractors to provide the Services to you, including individual aspects thereof.

4. The Services are For Use by Individuals 18 Years of Age and Older.

While US Filing Services stores, processes and transfers data of individuals of all age, including data regarding children based on their guardian’s or parent’s consent, the Services are intended solely to be accessed by natural persons who are eighteen (18) years of age or older, and any registration by, use of, or access to the Services by any person under 18 is unauthorized and in violation of these Terms of Use. We may terminate your use of the Services without notice if we believe you are less than 18 years old. By using the Services, you represent and warrant that, you are a natural person, you are 18 or older, and that you agree to and will abide by all of the terms and conditions of these Terms of Use.

5. Services Use Restrictions.

  1. Without our prior written consent, you may not:
    1. Use any automated means to access the Services or collect any information from the Services (including, without limitation, robots, spiders, scripts, or other automatic devices or programs);
    2. Frame the Services in any manner, utilize framing techniques to enclose any content or other proprietary information, place pop-up windows over any Services’ pages, or otherwise affect the display of any pages on the Services;
    3. Engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;Use the Services in any manner that violates applicable law or that could alter, damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services; or
    4. Access, use or monitor our Services for benchmarking or any competitive purposes.
  2. We may terminate or disable your access to these Services for any reason, with or without cause, including if we believe that you have violated or acted inconsistently with these Terms of Use.

6. User Representations.

  1. Parts of the Services (e.g., the portal and/or platform) may be accessed only by registering for an account and creating a password. Keep your password secure. You are responsible for the activities on your account. You represent, warrant, and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the Services will violate or infringe upon the rights of any third party, including without limitation any copyright, trademark, patent, privacy, publicity, or other personal or intellectual property rights; or contain libelous, defamatory, or otherwise unlawful material. You will notify us promptly if you discover any unauthorized use of your account. We are not responsible for any losses resulting from unauthorized use of your account.
  2. In addition, you agree not to use the Services to:
    1. Except where authorized by us, register for more than one User account, register or operate a User account on behalf of or for the benefit of any person who is not eligible to register for or operate a User account in their own name;
    2. Impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with or authority to act on behalf of any person or entity;
    3. Upload, post, transmit, share, store, or otherwise make publicly available through the Services any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers, unless expressly authorized to do so by that third party; and
    4. Upload, post, transmit, share, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Services; or Use or attempt to use another’s account without authorization from that person, or create a false identity through the Services.

7. Information Posted through the Services; Third Party Offerings and Websites.

  1. As between us and you, all content made available on or through the Services, whether uploaded, published, or displayed by us, including designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement, except as provided in Section 11 (App Store) is the property of US Filing Services (collectively the “US Filing Services Content”). To the best of our knowledge, we use only content that we own or have permission to use. No US Filing Services Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the owner’s prior written permission. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise.
  2. US Filing Services may act in reliance upon any instruction, information, document, filing, name, email address or user password that You provide, including with respect to any filings or submissions made through or with the Services. For any password protected areas, US Filing Services 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. US Filing Services may assume the latest email addresses and registration information on file with US Filing Services are accurate and current.
  3. You are solely responsible for the information that you post on or through the Services and your conduct regarding the Services. By posting information to or through the website, you agree to (a) provide accurate, current, and complete information; (b) maintain the security of your password and identification, to the extent you are provided a password and identification; (c) promptly notify us of any changes to information or circumstances that could affect your eligibility to continue using the Services; and (d) be fully responsible for all use of your account and for any actions that take place using your account.
  4. The Services may provide access to payment processing that is hosted and provided by third party service providers. As made available to you, third party service providers have additional terms and conditions that are different than these terms. To the extent not restricted by law or applicable agreements with third parties, US Filing Services is not responsible or liable for any third party acts or omissions or services they may provide you.
  5. The Services may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Where the Services contain links to Third-Party Links & Ads, these links are provided for your information and convenience only. We have no control over the contents of those sites or resources. US Filing Services does not review, approve, endorse or make any promises with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, not these Terms of Use.
  6. Accordingly, we are not responsible for the practices employed by third-party websites or services linked to or from our Services, including the information or content contained in such third-party websites or services, and these Terms of Use do not apply to them. Privacy notices on such linked websites may be different from our Privacy Policy. Your browsing and interaction with any third-party website or service, including those that have a link on or through our Services, are subject to that third-party’s own rules, terms and privacy notices. You access such linked websites at your own risk.

8. Purchases of, and Payments for, Services; Refunds.

The following terms apply to your purchases of our Services.

  1. Filing Fees. US Filing Services charges fees to perform the Services. All state, government, or agency filing, late, penalty, or other fees are your sole responsibility and are not included in US Filing Services’ service cost. At US Filing Services’ sole discretion and with your permission, the US Filing Services team may collect the filing fees upfront and pass them on directly to the state, government, governing agency, or any other third party. Additionally, US Filing Services may add a convenience fee to cover the time and risk associated with making payments before receiving payment.
  2. Payment. When you place an order for or through the Services, you agree (i) that US Filing Services may charge the credit card, debit card, or other payment method you have chosen for your purchase verification, pre-authorization, and payment purposes for the total amount of your order (including any applicable taxes, shipping, handling, or other fees) directly or through a third-party payment processor (e.g., Stripe); (ii) US Filing Services may provide your payment information to third parties so we can complete the transaction related to your purchase and charge your payment method for the Services you have purchased (plus any applicable taxes and other charges); and (iii) to bear any additional charges that your bank or other financial service provider may levy on you. When purchasing Services, you have the option to either pay a one-time filing fee or sign up for subscription services, which will renew automatically on an annual basis for various other services offered. Completion of a payment transaction is contingent upon: (1) you providing complete personal, account, transaction and any other information needed, (2) authorization of the payment by your credit or debit card company or the company that is otherwise facilitating your payment, and (3) acceptance of your payment. We may cancel a payment or prevent you from initiating future payments for any reason, including, without limitation, the following: (a) if you attempt to use the Services in breach of any applicable law or regulation, including the card network rules or regulations; (b) if you use the Services in breach of these Terms; (c) if we suspect fraudulent, unlawful or improper activity regarding a payment; (d) if we detect, in our sole discretion, that your payments have excessive disputes, high reversal rates or present a relatively high risk of losses; or (e) failure to cooperate in an investigation or provide additional information when requested.
  3. Automatic Renewal. Where you sign-up for services that automatically renew, the following terms will apply. Automatically renewing subscriptions will renew annually, at the then applicable rate, in order for you to continue to access the automatically renewing Services. Except as otherwise expressly provided in these Terms, any price changes affecting your use of the Services will take effect following notice sent to the email address connected to your Account. You further agree that you will provide US Filing Services with accurate and complete information in order to process automatically renewing payments. You hereby authorize US Filing Services to charge your payment method on file for automatically renewing Services, unless you cancel the automatically renewing Services in accordance with this Section 8(f).
  4. Reservation of Rights. We reserve the right to not process or reject your order for the Services provided in certain circumstances, for example, if your credit card is declined, if we suspect the request or order is fraudulent, or in other circumstances US Filing Services deems appropriate in its sole discretion.
  5. Prices and Taxes. Unless otherwise noted, all prices displayed for the Services are displayed in the local currency (e.g., U.S. dollars). Prices are subject to change at any time upon notice. Any shipping charges or applicable taxes are additional to the prices for the Services, and such handling charges and taxes will be communicated to you at checkout before you place an order as a separate line item, and you are responsible for paying such charges and taxes to US Filing Services. All prices are net of any sales, use, excise, value added and similar taxes imposed by any governmental authority regardless of how denominated. You shall pay all such taxes or charges or provide us with a tax or levy exemption certificate acceptable to the applicable taxing or levying authority. We have the right to charge you for any taxes that we believe we are required to pay or collect related to your purchase, subject to the refund rights below.
  6. Cancellation of Services; Refunds. Where you cancel an order for Services that a-la-carte or custom, your refund request must be initiated within thirty (30) days of placing the respective order, in which case, US Filing Services will remit a refund of the value of the cancelled order to you. For all other Services, you must request a refund at least thirty (30) days before the Services automatically renew, in which case, US Filing Services will remit a refund to you for the value of the cancelled Services. If you cancel an order and the Services are partially completed, US Filing Services will remit a pro-rata refund to you, equal to the value of the portion of the Services not yet performed. You understanding and acknowledge that the refund rights set forth herein are subject to US Filing Services’ payment of any applicable taxes or fees already paid by US Filing Services to the applicable tax authority and/or government, and that where such taxes or fees have already been remitted by US Filing Services, they will not be refunded to you. This Section 8(e) sets forth your sole remedy and US Filing Services’ sole liability for any termination or cancellation of an order or Services provided hereunder. For automatically renewing Services specifically, you must provide US Filing Services with at least thirty (30) days’ prior, written notice of your intent not to renew the Services before the end of the then-current subscription term. Except as set forth in this Section 8(e), all orders are non-cancellable and non-refundable. Any filing fees incurred through the Services are non-refundable. YOU ACKNOWLEDGE AND AGREE THAT THE REGISTERED AGENT SERVICES ARE NON-REFUNDABLE.

In the event that you purchase automatically renewing Services, you consent to be contacted as necessary for updates regarding your automatically renewing Services (e.g., pricing changes, changes to functionality and/or material changes to the nature of the purchased Services).

10. Intellectual Property

  1. Trademarks. You acknowledge and agree that all US Filing Services logos and marks, and all associated graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, tradenames, or trade dress, and any other proprietary materials depicted in connection with our Services are owned solely and exclusively by US Filing Services, and may not be used commercially by you or any third party without US Filing Services’ express prior written consent. US Filing Services’ trademarks and trade dress may not be used, including as part of trademarks or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of US Filing Services.
  2. Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information (“Submissions”), provided by you to us through the Services are non-confidential and shall become the sole property of US Filing Services. US Filing Services shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
  3. Services. US Filing Services exclusively owns all intellectual property, including technology, applications, templates, and tools, included within and related to, the Services provided hereunder and except for the limited license right granted herein, no right, title or license, either express or implied, is granted in or the Services hereunder by US Filing Services. Subject to your payment of all fees due for the Services, US Filing Services grants to a non-exclusive, limited, non-transferable, non-assignable, revocable license during the term of this Agreement to use the Services solely as permitted herein.
  4. DMCA and Copyright Complaints. If you believe that your work has been reproduced or distributed in a way that constitutes copyright infringement or are aware of infringing material available through the Company Services, please notify us by emailing us at [email protected] with the subject line “DMCA Takedown Request.” We will process each notice of alleged infringement that we receive and take appropriate action with respect to applicable intellectual property laws. If you believe that any material on the Services infringes upon any copyright which you own or control, you may send a written notification of such infringement to our designated agent as set forth below:
    1. To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication including the following:
      1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
      2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works at that site;
      3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
      4. information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
      5. a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner; and
      6. a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

11. Limited Warranty and Disclaimers.

  1. We reserve the right to change any and all content within the Services at any time without notice; provided that, notice will be provided where changes are made to Services that automatically renew.
  2. THE SERVICES AND US FILING SERVICES CONTENT ARE PROVIDED “AS AVAILABLE” AND “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND; AND (II) US FILING SERVICES DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, WHETHER EXPRESS, IMPLIED AND/OR STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS MAY NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THEY MAY NOT APPLY TO YOU. WARRANTIES IMPLIED BY LAW THAT CANNOT BE DISCLAIMED ARE LIMITED TO THE MINIMUM LENGTH REQUIRED BY LAW.
  3. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
  4. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any user data, financial damages, lost profits, or loss of business, resulting from anyone’s use of the Services.

12. Limitation of Certain Damage Types.

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED OR PROHIBITED, IN NO EVENT WILL US FILING SERVICES OR ANY OF ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES OR ANY CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICES, EVEN IF ANY OF US IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Limitation of Liability Amount.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF THE AMOUNT PAID BY YOU TO US FOR THE SERVICES AT ISSUE IN THE THREE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM OR $500. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR A SERVICE, YOU SHALL BE LIMITED TO, AT MOST, INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, AND SHALL NOT BE ENTITLED TO ANY OTHER DAMAGES, REGARDLESS OF THE CAUSE OF ACTION.

NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (i) DEATH OR PERSONAL INJURY RESULTING FROM OUR WILLFUL MISCONDUCT; (ii) FRAUD OR FRAUDULENT MISREPRESENTATIONS; OR (iii) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY APPLICABLE LAW.

14. Disputes, Governing Law, Venue, and Jurisdiction.

By using the Services, you agree that these Terms of Use shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions.

For any cause of action initiated against US Filing Services relating to these Terms of Use, you and US Filing Services agree to submit to the exclusive and personal jurisdiction of the applicable state and federal courts located in the State of Delaware.

Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of that right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, then we nevertheless agree that the court should endeavor to give effect to the intentions reflected in the provision, and the other provisions of these Terms of Use shall remain in full force and effect. The language of these Terms of Use shall be construed as to its fair meaning and not strictly for or against any party.

15. Arbitration Agreement & Dispute Resolution

  1. Please read this Arbitration Agreement carefully. It is part of your contract with US Filing Services and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
  2. Scope of Arbitration Agreement (“Arbitration Agreement”). You acknowledge and agree that any dispute or claim relating in any way to your access or use of the Services or to any other aspect of your relationship with US Filing Services will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or US Filing Services may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose before this or any prior agreement. NOW OR IN THE FUTURE, THERE MAY BE LAWSUITS AGAINST US Filing Services ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS. SUCH CLAIMS, IF SUCCESSFUL, COULD RESULT IN SOME MONETARY RECOVERY TO YOU. THE EXISTENCE OF SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUITS DOES NOT MEAN THAT SUCH LAWSUITS WILL ULTIMATELY SUCCEED. BUT IF YOU AGREE TO ARBITRATION WITH US Filing Services, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVERY MONETARY OR OTHER RELIEF UNDER SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUITS. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST US Filing Services IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
  3. Arbitration Rules and Forum. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the State of Delaware before three (3) arbitrators. The arbitration shall be governed by the laws of the State of Delaware. The arbitration shall be administered by American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, US Filing Services will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. If AAA is not available to arbitrate, the parties will select an alternative arbitral forum.
  4. Arbitrator Powers. The arbitrators, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and US Filing Services. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms of Use. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding on you and US Filing Services.
  5. Waiver of Jury Trial. YOU AND US Filing Services EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and US Filing Services are instead electing to have claims and disputes resolved by arbitration. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms of Use as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is limited. In any litigation between you and US Filing Services over whether to vacate or enforce an arbitration award, you and US Filing Services waive all rights to a jury trial, and elect instead to have a judge resolve the dispute.
  6. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor US Filing Services is entitled to arbitration. Instead, all claims and disputes will then be resolved in a court as set forth in Section 15 (Disputes, Governing Law, Venue and Jurisdiction) above.
  7. Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor US Filing Services can force the other to arbitrate. To opt out, you must notify US Filing Services in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your US Filing Services username (if any), the email address you used to set up your US Filing Services account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: [email protected]. If you opt out of this Arbitration Agreement, all other parts of these Terms of Use will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.
  8. Exclusive Venue. To the extent the parties are permitted under these Terms of Use to initiate litigation in a court, both you and US Filing Services agree that all claims and disputes arising out of or relating to these Terms of Use will be litigated exclusively in the applicable state or federal courts located in the State of Delaware.

16. Force Majeure.Resolution

US Filing Services shall be excused from performing hereunder to the extent prevented by any cause beyond US Filing Services’ reasonable control and shall not be liable or responsible for any delays or errors resulting therefrom.

17. Indemnity.

To the maximum extent permitted by law, you agree to indemnify and hold us, our subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners, and employees, harmless from and against any loss, liability, claim, demand, damages, costs (including attorneys’ fees), and expenses, arising out of or in connection with your use of the Services or any violation of these Terms of Use.

18. Survival.

The following Sections survive the termination of these Terms of Use: 5 through 19.

PLEASE PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS AND PLEASE CHECK BACK FREQUENTLY FOR ANY CHANGES TO THIS AGREEMENT.

Last Updated: March 18, 2025

Contact Information

If you have any questions about these Terms and Conditions, please email us at: [email protected]