WEBSITE TERMS OF USE
1. AGREEMENT
These Terms of Service (this "Agreement")
constitute a legally binding agreement by and between
Incorp Services, Inc., a Nevada corporation (hereinafter, "InCorp"), and you, individually and as an
authorized representative and/or agent for your company
and/or entity, and any company and/or entity which obtains
any Services (as hereinafter defined) from InCorp (in
either case, collectively "You" or"Your") under this account (the "Account") concerning
Your use of InCorp's website (the "Website") and the services available
through the Website (the "Services"),
including those Services which may be ordered by You over
the telephone. By using the Website and/or the Services,
You represent and warrant that You have read and
understood, and agree to be bound by, the Agreement and
InCorp's
Privacy Policy
(the "Privacy Policy"), which is
incorporated herein by reference and made part of this
Agreement.
IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO
BE BOUND BY IT OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY
LEAVE THE WEBSITE AND CEASE USING THE SERVICES.
For more information on discontinuing registered agent
services, see Section 6, below
.
2. PRIVACY POLICY
By using the Website, You consent to the collection and use
of certain information about You, as specified in the
Privacy Policy. InCorp encourages users of the Website to
frequently check InCorp's Privacy Policy for changes.
3. CHANGES TO AGREEMENT AND PRIVACY POLICY
Internet and wireless technology and the applicable laws,
rules, and regulations change frequently. ACCORDINGLY,
INCORP RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND ITS
PRIVACY POLICY AT ANY TIME UPON NOTICE TO YOU, TO BE GIVEN
BY THE POSTING OF A NEW VERSION OR A CHANGE NOTICE ON THE
WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT
AND THE PRIVACY POLICY PERIODICALLY. IF AT ANY TIME YOU
FIND EITHER UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE
WEBSITE AND CEASE USING THE SERVICES. Unless InCorp obtains
Your express consent, any revised Privacy Policy will apply
only to information collected by InCorp after such time as
the revised Privacy Policy takes effect, and not to
information collected under any earlier Privacy Policies.
4. ELIGIBILITY
BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT
THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE OTHERWISE
LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER
APPLICABLE LAW. Any individual using the Website or
Services on behalf of a company further represents and
warrants that they are authorized to act and enter into
contracts on behalf of that company. This Agreement is void
where prohibited.
5. THE WEBSITE DOES NOT PROVIDE LEGAL SERVICES ADVICE;
NO ATTORNEY-CLIENT RELATIONSHIP
InCorp provides, without limitation, registered agent,
incorporation, corporate filing, document retrieval and
trademark services. InCorp may review information provided
by You in connection with such services for completeness,
consistency, spelling and grammar; however, InCorp does
not, at any time, review such information for legal
sufficiency or apply the law to the facts of Your specific
situation. InCorp provides the Website for information
purposes only. THE WEBSITE DOES NOT CONTAIN OR CONSTITUTE,
AND SHOULD NOT BE INTERPRETED AS, LEGAL ADVICE OR OPINION.
InCorp is not a law firm, and InCorp does not provide legal
services or render legal advice. The Website and Services
are not a substitute for the advice of an attorney. If You
require legal advice or services, You should consult an
attorney. YOUR USE OF THE WEBSITE DOES NOT CREATE AN
ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND INCORP.
6. REGISTERED AGENT SERVICES; DISCONTINUING/CANCELING
REGISTERED AGENT SERVICES
Any Official Document (as defined in Section 13,
below) filed by You naming InCorp as Your registered agent
must state InCorp's full corporate name in the name form
provided, -e.g. "Incorp Services, Inc.", "Incorp Services
Inc" or other form, as the case may be, including all
punctuation as provided at time of order. If You prepare
and file an Official Document naming InCorp as Your
registered agent without using InCorp's full corporate name
and/or using the correct name form for that jurisdiction,
InCorp cannot guarantee that registered agent services can
or will be performed on Your behalf. INCORP DISCLAIMS ANY
RESPONSIBILITY OR LIABILITY FOR YOUR FAILURE TO CORRECTLY
FORMAT INCORP'S NAME WHEN ASSIGNING AS REGISTERED AGENT.
You hereby acknowledge and agree that You are responsible
for any fees associated with amending any Official Document
to correctly name InCorp as Your registered agent with the
correct name form.
You hereby acknowledge and agree that in the event (a) Your
business entity voluntarily or involuntarily discontinues
business operations in a jurisdiction where InCorp provides
registered agent services; (b) You wish to abandon Your
business entity; or (c) You wish to discontinue InCorp's
registered agent services, You will satisfy at least one of
the following cancellation conditions (collectively, "Cancellation Conditions"):
-
The business entity must be voluntarily, judicially or
administratively dissolved, withdrawn, cancelled or
otherwise terminated in that jurisdiction; or
-
The business entity must assign another registered
agent in said jurisdiction; or
-
The business entity must resign InCorp as registered
agent in said jurisdiction and pay any document
preparation fees (if InCorp prepares the documents), as
well as all filing fees related to same.
The business entity must have InCorp removed as the
registered agent with all state government agencies in
which the business entity requested that InCorp Services,
Inc. be appointed for acceptance of service of process. If,
after exhausting reasonable efforts, the business entity
cannot obtain sufficient documentation to evidence that
InCorp has been removed as registered agent, and/or
adequate proof is not attainable, the business entity must
fill out and sign the
Cancellation Certification
. However, this provision does not apply to any listing of
InCorp Services, Inc. as registered agent with any
secretary of state, and You may not use the Cancellation
Certification to certify that InCorp has been removed as
Registered Agent with any secretary of state pursuant to
the requirements of this section.
You hereby acknowledge and agree that if You do not satisfy
at least one of the Cancellation Conditions before the date
Your annual registered agent service fee is due, InCorp
shall continue to act as registered agent in connection
with that business entity, and You will continue to incur
fees and late penalties (if any) in connection with such
services. If, thereafter, You satisfy one of the
Cancellation Conditions, You will not be entitled to a
pro-rata refund. Further, You acknowledge and agree that if
You have not met one of the Cancellation Conditions or You
have not paid an annual registered agent service fee by its
due date, InCorp may, in its sole discretion, charge You
the then current registered agent service fee and any
applicable tax or other charges to the payment method You
provided during registration or in subsequent Account
payments. Additionally, if the Account is in delinquent
status or the entity is defunct, any Account contacts,
including, but not limited to the Account primary contact
and entity officers and/or directors shall be responsible
for the payment of the Account.
Upon cancellation, You agree to have InCorp removed as
registered agent with any agencies in which You or Your
registered entity have requested that InCorp be appointed
for acceptance of service of process (the "Agencies"). You agree to provide Incorp
with documentation sufficient to evidence that InCorp has
been removed as registered agent for You or Your registered
entity with the Agencies. You must provide such
documentation prior to satisfying the Cancellation
Conditions for discontinuing registered agent services set
forth in this Section. You acknowledge that Your failure to
provide the documentation required under this paragraph
will result in a delay of Your satisfaction of the
Cancellation Conditions.
If, despite reasonable efforts, You cannot obtain
sufficient documentation to evidence that InCorp has been
removed as registered agent for You or Your registered
entity, You may elect to sign the
Cancellation Certification
. You acknowledge that Your execution of the Cancellation
Certification shall have the same effect as providing
documentation under the previous paragraph and shall
release Incorp of all liability to You or Your registered
entity occurring after the date of the Cancellation
Certification (the "Effective Date")
regarding service of process and any other services
provided for under this Agreement.
However, this provision does not apply to any listing
of InCorp Services, Inc. as registered agent with any
secretary of state, and You may not use the
Cancellation Certification to certify that InCorp has
been removed as registered agent with any secretary of
state
.
You acknowledge that upon completion of the obligations in
this Section, You accept full responsibility for any
service of process documents that are issued to or served
on InCorp as registered agent for You or Your registered
entity. In addition to all limitations of liability
contained in Section 22 of this Agreement, You
hereby release Incorp of all liability to You or Your
registered entity occurring after the Effective Date
regarding service of process and any other services
provided for under this Agreement.
Incorp reserves the right to update our registered agent
address in any state, and to update Your Account
accordingly.
7. TRADEMARK REGISTRATION SERVICES
InCorp's trademark registration services do not include
responding to substantive USPTO challenges or third party
oppositions to the proposed trademark.
8. FORWARDING OF MAIL; INCORP'S BUSINESS ADDRESS
With the exception of Nevada, unless otherwise specified in
any services agreement between You or InCorp, or pursuant
to applicable federal/state statutes, rules or regulations,
the Services are limited to the receipt and forwarding of
official federal, state and local correspondence as well as
service of process, and You hereby acknowledge and agree
that InCorp does not, and shall not, provide mailing
addresses and/or mail forwarding services, unless You
specifically order such Service in a jurisdiction where
InCorp offers the same. INCORP DISCLAIMS ANY PERCEIVED,
IMPLIED OR ACTUAL DUTY TO FORWARD ITEMS RECEIVED ON YOUR
BEHALF PURSUANT TO YOUR UNAUTHORIZED USE OF INCORP'S
BUSINESS ADDRESS AND SPECIFICALLY DISCLAIMS ANY
RESPONSIBILITY OR LIABILITY FOR FAILURE TO FORWARD SUCH
ITEMS. YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN MAKING
UNAUTHORIZED USE OF INCORP'S BUSINESS ADDRESS.
Under no circumstances are You to list an InCorp address as
Your business address. In the event you list InCorp's
address as the business address for you or one of the
entities on Your Account, InCorp reserves the right to
terminate service for the Account, or resign as registered
agent for any Entity on the Account, and You shall not be
entitled to any refund. Additionally, You agree that the
cost of any such resignation shall be Your responsibility.
You agree to hold harmless and indemnify InCorp for any
costs or damages related to Your unauthorized use of an
InCorp address as your business address.
If mail forwarding service is offered by InCorp in a
jurisdiction, You acknowledge that mail forwarding service
includes regular and certified mail. Mail forwarding
service does not include courier packages (FedEx/UPS),
boxes, bulk mail, or magazines. Courier packages can be
forwarded at an additional cost per package, on an ad hoc
basis.
If Nevada registered agent Service is cancelled in
accordance with Section 6 of this Agreement,
continued use of InCorp's address on public record (such as
entity principal addresses) may result in additional
charges for use of the address.
9. MANAGED REPORT SERVICES
All guarantees related to InCorp's Managed Report Service
are effective 30 days after purchase of the service. InCorp
will assist with state reporting requirements due inside
the first 30 days of service, but cannot guarantee filing
by the due date within that initial period. If payment for
Managed Report Service is not submitted to InCorp by the
invoice due date, InCorp reserves the right to cancel
and/or remove this service at any time. Further, You
acknowledge if any information requested by InCorp is not
provided to InCorp at least ten (10) business days prior to
the due date in the form of written confirmation (including
email, facsimile, or mailed letter) from You or a
previously authorized contact, any late fees assessed by
the applicable state shall be Your responsibility.
10. TAXES, REPORTING AND LEGAL RESPONSIBILITIES
You are solely responsible for satisfying all tax,
reporting and legal responsibilities, including but not
limited to income tax, payroll tax, payroll withholding,
sales and use tax, governmental reporting and other legal
requirements under applicable law.
11. LICENSE
Subject to Your compliance with the terms and conditions of
this Agreement, InCorp grants You a non-exclusive,
non-sublicensable, revocable, non-transferable license to
use the Website and Services. The Website, or any portion
of the Website, may not be reproduced, duplicated, copied,
modified, sold, resold, distributed, visited, or otherwise
exploited for any commercial purpose without the express
written consent of InCorp. Except as expressly set forth
herein, this Agreement grants You no rights in or to the
intellectual property of InCorp or any other party. The
license granted in this section is conditioned on Your
compliance with the terms and conditions of this Agreement.
In the event that You breach any provision of this
Agreement, Your rights under this section will immediately
terminate.
12. USER INFORMATION; PASSWORD PROTECTION
In connection with Your use of certain Services, You are
required to complete a registration form. You represent and
warrant that all user information You provide on the
registration form or otherwise in connection with Your use
of the Website and Services, including without limitation
your mailing address, will be current, complete and
accurate, and that You will update that information as
necessary to maintain its completeness and accuracy by
visiting your personal profile. For additional information,
see the section concerning "User Ability to Access, Update,
and Correct Personal Information" in InCorp's
Privacy Policy
.
You will also be asked to provide, or may be given, a user
name and password in connection with certain of the
Services. You are entirely responsible for maintaining the
confidentiality of Your password. You may not use the
Account, user name, or password of any other Member at any
time. You agree to notify InCorp immediately of any
unauthorized use of Your Account, user name, or password.
InCorp shall not be liable for any loss that You incur as a
result of someone else using Your password, either with or
without Your knowledge. You may be held liable for any
losses incurred by InCorp, its affiliates, officers,
directors, employees, consultants, agents, and
representatives due to someone else's use of Your Account
or password. You must also promptly notify InCorp if any
credit/debit card that You have provided to us is lost,
stolen or used without permission.
13. OFFICIAL INFORMATION PROVIDED BY YOU
InCorp's registered agent, incorporation, corporate filing
and trademark services require the filing of official
documents ("Official Documents") with
certain federal, state or county agencies (e.g. the United
States Patent & Trademark Office and state offices of
the secretary of the state) (each a "Governmental Agency"). In order to
prepare and file Official Documents, certain information
(such as the name of your corporation or limited liability
company (LLC), the name and address of your corporation or
LLC's registered agent, the name and address of the
directors and officers of your corporation or members or
managers of your LLC, and the name of your trademark and
the goods and/or services provided under such trademark)
(collectively, "Official Information")
must be submitted to the appropriate Governmental Agency.
You represent and warrant that all Official Information You
provide will be complete and accurate; InCorp does not, and
cannot, investigate Official Information provided by You.
You hereby acknowledge and understand that any willful and
false statement made by You on an Official Document may be
punishable by fine, imprisonment, or both. INCORP DOES NOT
REPRESENT, WARRANT OR GUARANTEE THE CURRENCY OR ACCURACY OF
OFFICIAL INFORMATION, AND HEREBY DISCLAIMS ALL
RESPONSIBILITY AND LIABILITY FOR ANY OFFICIAL INFORMATION
PROVIDED BY YOU.
14. ELECTRONIC SIGNATURES
You expressly authorize InCorp to affix a copy of the
digital signature used for this Agreement to any Official
Documents as necessary to permit InCorp to fulfill its
obligations under this Agreement, including but not limited
to fulfilling any order placed on Your Account. In the
event the signature required for any Official Documents is
NOT the digital signature used for this Agreement, You
understand it is Your responsibility to notify InCorp that
the digital signature on file should not be used.
15. CONSENT TO RECEIVE EMAIL FROM INCORP
By registering with the Website, You thereby consent to
receive periodic email communications regarding the
Services. As part of registration, You may also elect to
receive periodic email communications regarding special
offers and other promotions (collectively, "Special Offers"). You may opt-out of
receiving Special Offers at any time by (a) following the
unsubscribe instructions contained in each Special Offer;
or (b) changing the email preferences in your Account.
16. FEES; CANCELLED ORDERS; RETURNED CHECKS &
CHARGEBACKS; NEGOTIATED PRICES
You are responsible for all fees incurred by You as a
result of any and all services performed by InCorp on Your
behalf or at Your direction. Such fees shall be due and
payable immediately upon receipt by You of InCorp's
invoice, and You agree to keep a valid credit card on file
with InCorp and authorize InCorp to charge the credit card
on file in order to pay said fees as they become due. You
may have the option to prepay for additional years of
service at discounted rates ( "Discounted Services"). ALL FEES AND
CHARGES WITH REGARD TO DISCOUNTED SERVICES ARE
NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR
PARTIALLY USED PERIODS; HOWEVER, YOU MAY TRANSFER UNUSED
DISCOUNTED SERVICES TO DIFFERENT BUSINESS ENTITIES WITHIN
YOUR INCORP ACCOUNT.
All refund requests must be made within sixty (60) days of
the issuance of services. You acknowledge and understand
that InCorp may withhold funds from a cancelled order in
accordance with the following terms.
-
Any and all funds already paid to vendors, third party
partners, and/or state agencies including but not
limited to state filing fees, publication fees,
licensing assistance or research, UCC matters, and
corporate kits are nonrefundable;
-
If You cancel an order after the audit and payment
processes are complete, but before any other processing
has occurred, InCorp will refund You the total order
amount less $29.00;
-
For any registered agent service orders, InCorp will
withhold an additional $29.00 if the registered agent
address has not been provided to You prior to
cancellation. No refunds for registered agent services
will be issued after the registered agent address has
been provided, or thirty (30) days after the date
services were ordered;
-
For all name check orders cancelled after completion of
the name check, InCorp will issue no refund for
services rendered. For orders such as entity formations
requiring a preliminary name check as part of the
order, InCorp will withhold an additional $29.00 if the
preliminary name check has been completed prior to
cancelation; and
-
For orders requiring InCorp to prepare documents for
filing with a governmental agency, no refunds for
document preparation are available after the documents
have been prepared.
A $35.00 returned check fee will be assessed to cover the
cost of checks returned to InCorp due to non-sufficient
funds or closed accounts.
While InCorp does not dispute legitimate credit card
chargebacks, You agree and understand that InCorp will
charge You, and You agree to pay, a $300.00 per response
chargeback fee, in addition to any collection costs and/or
cancellation fees to be assessed in accordance with the
above cancellation policy, to address InCorp's cost of
responding to improper credit card chargebacks.
Any special or reduced product or service pricing in
recognition of quantity or other consideration is provided
with the understanding and acceptance that all invoices
must be paid by the due date of the invoice. If an invoice
with items billed at a special pricing rate is not paid by
the due date, InCorp reserves the right, in its sole
discretion, to revert pricing on those items to InCorp's
current, standard rates.
A $15.00 processing fee will be billed to You for every
service of process document received in excess of 5 pages
in length. InCorp will waive the $15.00 fee one time a year
for each entity on the first SOP document received by that
entity in excess of 5 pages each year. Clients are invoiced
for the $15.00 fee the day the service is received if
applicable.
A $50.00 circumvention fee for any entity in which You name
InCorp as a registered agent for that entity without the
permission or knowledge of InCorp (in addition to the
annual fee for registered agent service).
In the event You provide or fail to correct an address on
Your Account to which a third party (such as Federal
Express) deems to be an undeliverable address, You shall be
responsible to cover any return cost fees issued by the
third party.
17. THIRD-PARTY WEBSITES
The Website is linked with the websites of third parties ( "Third-Party Websites"), some of whom may
have established relationships with InCorp and some of whom
may not. InCorp does not have control over the content and
performance of Third-Party Websites. INCORP HAS NOT
REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE
MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR
SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY
WEBSITES. ACCORDINGLY, INCORP DOES NOT REPRESENT, WARRANT
OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY,
CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE
INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH
THIRD-PARTY WEBSITES. INCORP DISCLAIMS, AND YOU AGREE TO
ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR
OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING
FROM YOUR USE OF THIRD-PARTY WEBSITES.
YOU AGREE THAT, WHEN LINKING TO OR OTHERWISE ACCESSING OR
USING A THIRD-PARTY WEBSITE, YOU ARE RESPONSIBLE FOR: (I)
TAKING PRECAUTIONS AS NECESSARY TO PROTECT YOU AND YOUR
COMPUTER SYSTEMS FROM VIRUSES, WORMS, TROJAN HORSES,
MALICIOUS CODE AND OTHER HARMFUL OR DESTRUCTIVE CONTENT;
(II) ANY DOWNLOADING, USE OR PURCHASE OF MATERIAL THAT IS
OBSCENE, INDECENT, OFFENSIVE, OR OTHERWISE OBJECTIONABLE OR
UNLAWFUL, OR THAT CONTAINS TECHNICAL INACCURACIES,
TYPOGRAPHICAL MISTAKES AND OTHER ERRORS; (III) ANY
DOWNLOADING, USE OR PURCHASE OF MATERIAL THAT VIOLATES THE
PRIVACY OR PUBLICITY RIGHTS, OR INFRINGES THE INTELLECTUAL
PROPERTY AND OTHER PROPRIETARY RIGHTS OF THIRD PARTIES, OR
THAT IS SUBJECT TO ADDITIONAL TERMS AND CONDITIONS, STATED
OR UNSTATED; (IV) ALL FINANCIAL CHARGES OR OTHER
LIABILITIES TO THIRD PARTIES RESULTING FROM TRANSACTIONS OR
OTHER ACTIVITIES; AND (V) READING AND UNDERSTANDING ANY
TERMS OF USE OR PRIVACY POLICIES THAT APPLY TO THOSE
THIRD-PARTY WEBSITES.
18. RELIANCE ON THIRD-PARTY CONTENT
Opinions, advice, statements, or other information made
available by means of the Website and Services by third
parties, are those of their respective authors, and should
not necessarily be relied on. Such authors are solely
responsible for such content. INCORP DOES NOT: (I)
GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY
THIRD-PARTY INFORMATION ON THE WEBSITE; OR (II) ADOPT,
ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR
RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY A
THIRD-PARTY BY MEANS OF THE WEBSITE AND SERVICES. UNDER NO
CIRCUMSTANCES WILL INCORP BE RESPONSIBLE FOR ANY LOSS OR
DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER
CONTENT POSTED ON THE WEBSITE OR TRANSMITTED TO OR BY ANY
THIRD-PARTY.
19. OBJECTIONABLE CONTENT
You represent and warrant that you shall not use the
Website or Services to upload, post, transmit, display,
perform or distribute any content, information or materials
that: (a) are libelous, defamatory, abusive, or
threatening, excessively violent, harassing, obscene, lewd,
lascivious, filthy, or pornographic; (b) constitute child
pornography; (c) solicit personal information from or
exploit in a sexual or violent manner anyone under the age
of 18; (d) incite, encourage or threaten physical harm
against another; (e) promote or glorify racial intolerance,
use hate and/or racist terms, or signify hate towards any
person or group of people; (f) glamorize the use of hard
core illegal substances and drugs; (g) advertise or
otherwise solicit funds or constitute a solicitation for
goods or services; (h) violate any provision of this
Agreement or any other InCorp agreement or policy; or (i)
is generally offensive or in bad taste, as determined by
InCorp (collectively, "Objectionable Content"). INCORP DISCLAIMS
ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE
CONTENTS OF THE WEBSITE AND SPECIFICALLY DISCLAIMS ANY
RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED
HEREON. Without limiting any of its other remedies, InCorp
reserves the right to terminate Your use of the Website and
Services or Your uploading, posting, transmission, display,
performance or distribution of Objectionable Content.
InCorp, in its sole discretion, may delete any
Objectionable Content from its servers. InCorp intends to
cooperate fully with any law enforcement officials or
agencies in the investigation of any violation of this
Agreement or of any applicable laws.
20. PROHIBITED USES
InCorp imposes certain restrictions on Your use of the
Website and the Services. You represent and warrant that
you will not: (a) provide false, misleading or inaccurate
information to InCorp; (b) impersonate, or otherwise
misrepresent affiliation, connection or association with,
any person or entity; (c) name InCorp as the registered
agent of a business entity without first registering such
business entity with InCorp and paying all fees associated
therewith; (d) for a business entity that InCorp acts as
registered agent, name such business entity as the
registered agent of additional, undisclosed business
entities; (e) harvest or otherwise collect information
about InCorp users, including email addresses and phone
numbers; (f) use or attempt to use any engine, software,
tool, agent, or other device or mechanism (including
without limitation browsers, spiders, robots, avatars, or
intelligent agents) to harvest or otherwise collect
information from the Website for any use, including without
limitation use on third-party websites; (g) access content
or data not intended for You, or log onto a server or
account that You are not authorized to access; (h) attempt
to probe, scan, or test the vulnerability of the Services,
the Website, or any associated system or network, or breach
security or authentication measures without proper
authorization; (i) interfere or attempt to interfere with
the use of the Website or Services by any other user, host
or network, including, without limitation by means of
submitting a virus, overloading, "flooding," "spamming,"
"mail bombing," or "crashing"; (j) use the Website or
Services to send unsolicited e-mail, including without
limitation promotions or advertisements for products or
services; (k) forge any TCP/IP packet header or any part of
the header information in any e-mail or in any uploading or
posting to, or transmission, display, performance or
distribution by means of, the Website or Services; or (l)
attempt to modify, reverse-engineer, decompile, disassemble
or otherwise reduce or attempt to reduce to a
human-perceivable form any of the source code used by the
InCorp Parties in providing the Website or Services. Any
violation of this section may subject You to civil and/or
criminal liability, AND INCORP WILL PROSECUTE YOU TO THE
FULLEST EXTENT OF THE LAW.
21. INTELLECTUAL PROPERTY
(a) Compliance with Law
You represent and warrant that, when using the Website and
Services, You will obey the law and respect the
intellectual property rights of others. Your use of the
Website and Services is at all times governed by and
subject to laws regarding copyright ownership and use of
intellectual property generally. You agree not to upload,
post, transmit, display, perform or distribute any content,
information or other materials in violation of any third
party's copyrights, trademarks, or other intellectual
property or proprietary rights. YOU SHALL BE SOLELY
RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY
INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF
THE WEBSITE AND SERVICES. THE BURDEN OF PROVING THAT
CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY
LAWS OR THIRD-PARTY RIGHTS RESTS SOLELY WITH YOU.
(b) Trademarks
InCorp, InCorp.com and the InCorp logo (collectively, the "InCorp Marks") are trademarks or
registered trademarks of InCorp Services, Inc. Other
trademarks, service marks, graphics, logos and domain names
appearing on the Website may be the trademarks of
third-parties. Neither Your use of the Website and Services
nor this Agreement grant You any right, title or interest
in or to, or any license to reproduce or otherwise use, the
InCorp Marks or any third-party trademarks, service marks,
graphics, logos or domain names. You agree that any
goodwill in the InCorp Marks generated as a result of Your
use of the Website and Services will inure to the benefit
of InCorp Services, Inc, and You agree to assign, and
hereby do assign, all such goodwill to InCorp Services,
Inc. You shall not at any time, nor shall You assist others
to, challenge InCorp's right, title, or interest in or to,
or the validity of, the InCorp Marks.
(c) Copyrighted Materials; Copyright Notice
All content and other materials available through the
Website and Services, including without limitation the
InCorp logo, design, text, graphics, and other files, and
the selection, arrangement and organization thereof, are
either owned by InCorp Services, Inc. or are the property
of InCorp's licensors and suppliers. Except as explicitly
provided, neither Your use of the Website and Services nor
this Agreement grant You any right, title or interest in or
to any such materials. Copyright © 1998 to the
present, InCorp Services, Inc. ALL RIGHTS RESERVED.
(d) DMCA Policy
As InCorp asks others to respect InCorp's intellectual
property rights, InCorp respects the intellectual property
rights of others. If you have evidence, know, or have a
good faith belief that your rights or the rights of a third
party have been violated and you want InCorp to delete,
edit, or disable the material in question, you must provide
InCorp with all of the following information: (a) a
physical or electronic signature of a person authorized to
act on behalf of the owner of the exclusive right that is
allegedly infringed; (b) identification of the copyrighted
work claimed to have been infringed, or, if multiple
copyrighted works are covered by a single notification, a
representative list of such works; (c) identification of
the material that is claimed to be infringed 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 InCorp to locate the
material; (d) information reasonably sufficient to permit
InCorp to contact you, such as an address, telephone
number, and if available, an electronic mail address at
which you may be contacted; (e) a statement that you have a
good faith belief that use of the material in the manner
complained of is not authorized by the copyright owner, its
agent, or the law; and (f) a statement that the information
in the notification is accurate, and under penalty of
perjury, that you are authorized to act on behalf of the
owner of an exclusive right that is allegedly infringed.
For this notification to be effective, you must provide it
to InCorp's designated agent at: Attn: Copyright Agent,
InCorp Services, Inc., 3773 Howard Hughes Parkway, Suite
500S, Las Vegas, NV, 89169-6014.
22. DISCLAIMERS; LIMITATION OF LIABILITY
(a) NO WARRANTIES
INCORP, ON BEHALF OF ITSELF AND ITS LICENSORS AND
SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND
SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE
MAXIMUM EXTENT PERMITTED BY LAW, INCORP, ON BEHALF OF
ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS
ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE
WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. NEITHER INCORP NOR ITS
LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE
SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF
THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR
ERROR-FREE OR THAT INCORP WILL RECEIVE DOCUMENTS YOU UPLOAD
TO INCORP'S SERVERS. YOU AGREE AND UNDERSTAND THAT IT IS
YOUR RESPONSIBILITY TO CONFIRM RECEIPT BY INCORP OF
DOCUMENTS UPLOADED TO INCORP'S SERVERS. NEITHER INCORP NOR
ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR
YOUR USE OF THE WEBSITE OR SERVICES.
(b) YOUR RESPONSIBILITY FOR LOSS OR DAMAGE; BACKUP OF
DATA
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT
YOUR SOLE RISK. YOU WILL NOT HOLD INCORP OR ITS LICENSORS
AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR
DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE
WEBSITE, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO
ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES
MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
IMPORTANTLY, YOU HEREBY ACKNOWLEDGE THAT A CATASTROPHIC
DISK FAILURE OR OTHER EVENT COULD RESULT IN THE LOSS OF ALL
OF THE DATA RELATED TO YOUR ACCOUNT. YOU AGREE AND
UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO BACKUP YOUR
DATA TO YOUR PERSONAL COMPUTER OR EXTERNAL STORAGE DEVICE
AND TO ENSURE SUCH BACKUPS ARE SECURE.
(c) LIMITATION OF LIABILITY
THE LIABILITY OF INCORP AND ITS LICENSORS AND SUPPLIERS IS
LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO
EVENT SHALL INCORP OR ITS LICENSORS OR SUPPLIERS BE LIABLE
FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST
PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION,
LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS
OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT
LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE,
OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE
DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO INCORP OR ITS
LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION
WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION
SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF
BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM
OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF INCORP
AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL
CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID
TO INCORP DURING THE SIX MONTHS PRECEDING THE INCIDENT OR
INCIDENTS GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT
THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE
ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE
BASIS OF THE BARGAIN BETWEEN INCORP AND YOU. THE WEBSITE
AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH
LIMITATIONS. WITHOUT LIMITATION, YOU RELEASE INCORP FROM
ALL LIABILITY REGARDING SERVICE OF PROCESS AFTER
CANCELLATION AND/OR TERMINATION. THIS INCLUDES WITHOUT
LIMITATION, A RELEASE OF ANY LEGAL LIABILITY TO YOU FOR
INCORP'S REFUSAL TO ACCEPT SERVICE OF PROCESS ON YOUR
BEHALF AFTER CANCELLATION AND/OR TERMINATION. For
additional information, please see Section 6
regarding Removal of Registered Agency Upon Cancellation.
(d) APPLICATION
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN
ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY
OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT
BETWEEN YOU AND INCORP OR BETWEEN YOU AND ANY OF INCORP'S
LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW
THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE
LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE
DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT
APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW,
THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL
APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY
FAILS ITS ESSENTIAL PURPOSE. INCORP'S LICENSORS AND
SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE
DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE
DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
23. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that Your use of the Website and
Services will be in accordance with this Agreement and any
other InCorp policies, and with any applicable laws or
regulations.
24. INDEMNITY BY YOU
Without limiting any indemnification provision of this
Agreement, You agree to defend, indemnify and hold harmless
InCorp and its officers, directors, employees, agents,
affiliates, representatives, sublicensees, successors,
assigns, and industry professionals (collectively, the "Indemnified Parties") from and against
any and all claims, actions, demands, causes of action and
other proceedings (collectively, "Claims"
), including but not limited to legal costs and fees,
arising out of or relating to: (i) Your breach of this
Agreement, including without limitation any representation
or warranty contained in this Agreement; (ii) Your access
to or use of the Website or Services; (iii) Your provision
to InCorp or any of the Indemnified Parties of information
or other data; or (iv) Your violation or alleged violation
of any foreign or domestic, federal, state or local law or
regulation.
The Indemnified Parties will have the right, but not the
obligation, to participate through counsel of their choice
in any defense by You of any Claim as to which You are
required to defend, indemnify or hold harmless the
Indemnified Parties. You may not settle any Claim without
the prior written consent of the concerned Indemnified
Parties.
25. GOVERNING LAW; JURISDICTION AND VENUE
This Agreement is made subject to and shall be governed by
and construed exclusively under the laws of the State of
Nevada, without regard to conflicts of laws principles.
Each party hereby irrevocably submits to the exclusive
jurisdiction of the United States District Court for the
District of Nevada or any court of the State of Nevada
located in the City of Las Vegas in any action, suit or
proceeding arising out of or relating to this Agreement or
any of the transactions contemplated hereby, and agrees
that any such action, suit or proceeding shall be brought
only in such court, provided, however, that such
consent to jurisdiction is solely for the purpose referred
to in this section and shall not be deemed to be a general
submission to the jurisdiction of said courts or in the
State of Nevada other than for such purpose. Each party
hereby irrevocably waives, to the fullest extent permitted
by law, any objection that it may now or hereafter have to
the laying of the venue of any such action, suit or
proceeding brought in such a court and any claim that any
such action, suit or proceeding brought in such a court has
been brought in an inconvenient forum. In the event of the
bringing of any action, arbitration or suit by a party
hereto against another party hereunder by reason of any
breach of any of the covenants, agreements or provisions on
the part of the other party arising out of this Agreement,
then in that event the prevailing party will be entitled to
have the recovery of and from the other party all costs and
expenses of the action, arbitration or suit, reasonable
attorneys' fees and any other professional fees resulting
therefrom.
ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO
THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED
WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE
FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO
THE LIMITATIONS SET FORTH IN ABOVE. The language in this
Agreement shall be interpreted in accordance with its fair
meaning and not strictly for or against either party.
26. TERMINATION
(a) By InCorp
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT,
INCORP RESERVES THE RIGHT TO, IN INCORP'S SOLE DISCRETION
AND WITHOUT NOTICE OR LIABILITY, DENY USE OF THE WEBSITE
AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO
REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH
OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY OR
COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE
LAW OR REGULATION.
IN THE EVENT INCORP TERMINATES THIS AGREEMENT, AND ANY
SERVICES, AS A RESULT OF YOUR BREACH OF THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO NONPAYMENT OF ANY FEES, YOU
AGREE TO BE RESPONSIBLE FOR AND/OR REIMBURSE INCORP FOR THE
COST OF RESIGNING AS THE REGISTERED AGENT OF ANY OF YOUR
ENTITIES.
(b) Automatic Termination Upon Breach By You
This Agreement shall automatically terminate in the event
that You breach any of this Agreement's representations,
warranties or covenants. Such termination shall be
automatic, and shall not require any action by InCorp. For
the avoidance of doubt, notwithstanding the automatic
termination of this Agreement, You are still responsible
for all fees You incur pursuant to Section 6 and/or Section 16.
(c) By You
You may terminate this Agreement and Your rights hereunder
at any time, for any or no reason at all, by providing to
InCorp notice of Your intention to do so, in the manner
required by this Agreement.
(d) Effect of Termination
Any termination of this Agreement automatically terminates
all rights and licenses granted to You under this
Agreement, including all rights to use the Website and
Services. Upon termination, InCorp may, but has no
obligation to, in InCorp's sole discretion, rescind any
services, including without limitation registered agent
services, and/or delete from InCorp's systems all Your
Personal Information and any other files or information
that You made available to InCorp or that otherwise relate
to Your use of the Website or Services. Subsequent to
termination, InCorp reserves the right to exercise whatever
means it deems necessary to prevent Your unauthorized use
of the Website and Services, including without limitation
technological barriers such as IP mapping and direct
contact with Your Internet Service Provider.
(e) Collection or Legal Action
In the event You are in default of Your obligation to pay
InCorp for any amounts due, and the overdue Account is then
referred to a debt collection agency, You shall be liable
for the recovery costs incurred and any fees charged by the
agency. Additionally, if InCorp, in InCorp's sole
discretion, takes legal action against You in connection
with any actual or suspected breach of this Agreement,
InCorp will be entitled to recover from You as part of such
legal action, and You agree to pay, InCorp's reasonable
costs and attorneys' fees incurred as a result of such
legal action. InCorp will have no legal obligation or other
liability to You or to any third party arising out of or
relating to any termination of this Agreement.
(f) Survival
Upon termination, all rights and obligations created by
this Agreement will terminate, except thatSections 1-3, 5-9, 11-12, and 14-28 will survive any termination of this
Agreement. For clarification, termination of this Agreement
will not relieve You of Your obligation to pay any fees
owed InCorp, including without limitation the fees outlined
in Section 6 and/or Section 16.
27. NOTICES
All notices required or permitted to be given under this
Agreement must be in writing. InCorp shall give any notice
-
including, but not limited to, service of process
documents
- by email sent to the most recent email address, if any,
provided by the intended recipient to InCorp. YOU BEAR THE
SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON
FILE WITH INCORP IS ACCURATE AND CURRENT, AND NOTICE TO YOU
SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY INCORP OF AN
EMAIL TO THAT ADDRESS. You shall give any notice to InCorp
by means of: (i) hand delivery; (ii) certified U.S. mail,
return receipt requested, postage prepaid; or (iii)
overnight courier, each as send to 3773 Howard Hughes
Parkway, Suite 500S, Las Vegas, NV 89169-6014. All notices
to InCorp will be deemed received as follows: (i) if by
hand-delivery, on the date of delivery; (ii) if delivery by
U.S. mail, on the date of receipt appearing on a return
receipt card; or (iii) if by overnight courier, on the date
the receipt is confirmed by such courier service. You agree
that any notice received from InCorp electronically
satisfies any legal requirement that such notice be in
writing.
28. RESELLER PROVISIONS
If You resell certain Services offered by InCorp to Your
own clients (each, a "Client", and
collectively, the "Clients"), You
understand and acknowledge that any charges, fees or late
fees incurred on the Account, or any successor account,
shall be Your responsibility, as the Account holder. You
acknowledge and agree that nonpayment of any fees or
charges by a Client to You shall not relieve You of the
obligation to maintain the Account, or any successor
account, in good standing. If You wish to cause InCorp to
resign as registered agent for an Entity (as hereinafter
defined), You shall be responsible for any resignation fees
incurred in the transaction. "Entity"
means any entity that is linked to the Account.
Additionally, in the event You allow the Account to become
past due, abandon the Account, or fail to respond to any
communication from InCorp, You acknowledge and agree that
InCorp has the right to: i) contact the Clients, and
request they set up their own account(s) directly with
InCorp, ii) if contacted by a Client, or upon request of a
Client, create a new account for the Client directly with
InCorp, or iii) resign as registered agent. If InCorp
elects to resign, You acknowledge that You shall be
responsible for any resignation fees (in addition to any
past due balances on the Account).
You agree to provide InCorp with any Client or Entity
information InCorp deems necessary to be in compliance with
the requirements of a registered agent under applicable
state law. If You, upon request from InCorp, fail or refuse
to provide InCorp with any requested information of a
Client or Entity, You hereby agree to hold harmless and
indemnify InCorp to the fullest extent permitted by law for
any damages, fines or losses incurred as a result of Your
failure to provide InCorp with the requested information.
Further, InCorp reserves the right to resign as registered
agent for Your failure to provide the requested
information. If InCorp elects to resign, You acknowledge
that You shall be responsible for any resignation fees (in
addition to any past due balances on the Account).
29. GENERAL
This Agreement constitutes the entire agreement between
InCorp and You concerning Your use of the Website and
Services, and supersedes all prior agreements and
representations. This Agreement may only be modified by a
written amendment signed by an authorized executive of
InCorp, or by Your acceptance of an updated version of this
Agreement. If any part of this Agreement is held invalid or
unenforceable, that part will be construed to reflect the
parties' original intent, and the remainder of this
Agreement will not be affected thereby, and each remaining
term and provision of this Agreement will be valid and be
enforced to the fullest extent permitted by law. A waiver
by either party of any term or condition of this Agreement
or any breach thereof, in any one instance, will not waive
such term or condition or any subsequent breach thereof.
This Agreement and all of Your rights and obligations
hereunder will not be assignable or transferable by You
without the prior written consent of InCorp. This Agreement
will be binding upon and will inure to the benefit of the
parties, their successors and permitted assigns. You and
InCorp are independent contractors, and no agency,
partnership, joint venture or employee-employer
relationship is intended or created by this Agreement.
Except for the Indemnified Parties, the terms and
provisions of this Agreement are intended solely for the
benefit of each party hereto and their respective
successors or permitted assigns, and it is not the
intention of the parties to confer third-party beneficiary
rights upon any other person. Notwithstanding the
foregoing, You acknowledge and agree that any actual or
threatened breach of this Agreement or infringement of
proprietary or other third party rights by You would cause
irreparable injury to InCorp and InCorp's licensors and
suppliers, and would therefore entitle InCorp or InCorp's
licensors or suppliers, as the case may be, to injunctive
relief. The headings in this Agreement are for the purpose
of convenience only and shall not limit, enlarge, or affect
any of the covenants, terms, conditions or provisions of
this Agreement. The parties agree time is strictly of the
essence with respect to each and every term, condition,
obligation and provision hereof. You will, whenever and as
often as it shall be requested to do so by InCorp, execute,
acknowledge and deliver, or cause to be executed,
acknowledged and delivered, any and all such approvals,
consents and any and all other documents and do any and all
other acts as may be necessary to carry out the intent and
purpose of this Agreement.
Last Updated February 4, 2019
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