Terms of Service

Last Updated: January 2024

These terms of service (“Terms”) cover your use and access to the services, products, software and websites (“Services”) provided by Corporate Filings LLC and any of our affiliates (collectively, “company”, “we”, “us” or “our”).

By using our Services and website, you agree to be bound by these Terms as well as our Privacy Policy. If you do not agree with these Terms, or the terms contained in our Privacy Policy, then you should not use our Services or this website.

Entire Agreement

These Terms and the terms of our Privacy Policy constitute the entire agreement between you and Corporate Filings LLC with respect to our Services and websites. These Terms supersede and replace any other prior or contemporaneous agreements, or terms and conditions that may be applicable. These Terms create no third party beneficiary rights.

Modifications

We may revise these Terms from time to time, and will always post the most current version on our website. By continuing to use or access the Service after the revisions come into effect, you agree to be bound by the revised Terms.

Waiver, Severability, and Assignment

Our failure to enforce a provision of these Terms is not a waiver of our right to do so at a later date. If a provision of these Terms is found to be unenforceable, the remaining provisions of the Terms will remain in full force and effect. You may assign your rights and obligations under these Terms provided we receive prior written notice of, and approve of, such assignment. We will not unreasonably withhold our approval. We may assign our rights or obligations to any successor in interest of any business associated with the Services.

Auto Pay Section

Some of our Services are billed via an automatic payment feature unless you choose to opt out of this feature within your client account. Clients who opt-out will be invoiced for payment. All accounts using auto-payment must provide us with valid and current credit card information and you agree that we are authorized to charge such credit card for all purchased Services as well as fees incurred in providing you with Services.

As of November 1, 2024, Compliance Service been added to our list of services paid via auto-pay. All customers enrolled in both auto-pay and Compliance Service will see their associated invoices processed via auto-pay as detailed in this section. Compliance Services as used in this section includes but is not limited to annual reports, biennial reports, franchise tax reports, or other recurrent filing required by a state Secretary of State, or equivalent agency.

Specifics Regarding Auto-Pay Features:

  • All auto-payments will be charged to the credit or debit card on file for the business entity or individual.

  • Customers enrolling in our call forwarding, mail forwarding, or Virtual Office Services must enroll in monthly automatic payments and you authorize us to charge your account for Services every thirty days.

  • Annual auto-pay charges that fail to process will be rendered an unpaid invoice in your online account and subject to the fees and procedures outlined in these Terms.

  • All customers that purchase registered agent service as either a standalone service or in conjunction with business formation or registration services are automatically enrolled in our Compliance Services. Compliance Services will appear on your initial invoice that includes Registered Agent Service and be included in your annual auto-pay charges but you will not be billed for Compliance Services at that time. Invoices for Compliance Services will generate at least (90) days prior to the due date of your compliance filing and be processed via auto-pay as detailed in this section. Cancellation of Compliance Services must be completed through your online account. Enrollment in our Compliance Services does not guarantee submission of your compliance filing. You are still required to log into your online account to provide required information in order to complete your Compliance Services filing before its due date.

  • Please Note: Compliance Service filing fees are determined by each respective state, meaning there may be year to year fluctuation in associated invoices and auto-pay amounts. Changes in state fees will be communicated to you via email as soon as we are made aware of said change.

Declined Payments/Collections

Like any other business, we do try to collect on money owed. While we will always do our best to treat each client with the respect they deserve, this section addresses how we handle declined payments and collections, and outlines what you’re agreeing to as our client.

If you’re enrolled in an auto-pay service, like our Compliance Service, we’ll charge whatever payment methods are stored in your online account. If all methods fail or there is not a valid method saved, we may suspend your account and require payment in order to reinstate services or in order to cancel your services. While we personally find the idea of collections revolting, we reserve our right to use legal action and collection agencies if deemed necessary.

This is the long version, which our lawyers tell us is necessary to have here:

If we don’t receive payment (“Non-Payment”), you agree to pay all amounts due upon demand to resume or cancel your service. You also authorize the Company to charge any and all outstanding fees and penalties that become due as a result from such Non-Payment. Additionally, following any such Non-Payment, you will not be eligible for monthly-billing or partial payments until your account is brought current. Non-Payment may also result in delayed services which include but are not limited to: locked documents, non-filing of compliance documents and the processing of additional orders.

You agree that you are liable for all third-party collection agency recovery fees and charges. You are solely responsible for any and all fees charged to your credit card by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds, and over the credit limit fees. By failing to notify the Company of billing problems or discrepancies you agree that you waive your right to dispute such billing discrepancies. We may modify the price, content, or nature of services at any time. We may provide notice of any such changes by email, notice to you upon log-in, or by publishing them on our website.

*Please note, Non-Payment of Compliance Service will prevent us from submitting your compliance filing, which may result in your entity being suspended or administratively dissolved by the applicable State Governing Authority. Payment of past due invoices does not guarantee that your entity will be brought back into good standing with its respective state. Additional filings and fees may be required.

Refunds

Unless otherwise stated herein, all purchases are final and non-refundable after 90 days. No refunds will be given for any charges or credits more than 90 days old, unless otherwise agreed to in writing between you and us and/or is specific to the type of service we are providing or is required by law. We reserve the right to issue refunds or credits at our sole discretion unless otherwise required by law. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.

We Are Not Attorneys, Accountants, or Fiduciaries

We provide information and act as a fulfillment service provider. We are not a law firm or an attorney and do not provide legal advice. As we are not attorneys, there is no attorney-client relationship between us and none of the communications between us are protected as attorney-client communications. Use of our services as a fulfillment service provider shall NOT create any fiduciary duty or obligations, either implied or express, by any agent, affiliate or employee of the company.

Limitation on Time to Initiate a Dispute

You agree that any action or proceeding by you relating to any dispute must commence within one year after the alleged cause of action accrues.

Indemnification

You agree to protect, defend, indemnify and hold us harmless from and against any and all claims, causes of action, liabilities, judgments, penalties, losses, costs, damages and expenses (including attorneys’ fees and all related costs and expenses for litigation and/or arbitration) suffered or incurred by us, including, without limitation, any claim arising from:

  • any actual or alleged breach of your obligations under these Terms or the terms contained in our Privacy Policy;

  • your wrongful or improper use of the Services;

  • your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights;

  • your violation of any law, rule or regulation of the United States or any other country;

  • any other party’s access and/or use of the Services with your unique name, password or other security code;

  • any copyright infringement claims that may arise from us scanning Legal Documents or other mail on your behalf;

  • the failure of any third party, including but not limited to the United States Postal Service or any commercial delivery or courier service, to provide delivery or courier services accurately and on time;

  • any loss, damage or destruction of your Legal Documents by any cause whatsoever;

  • our being named as a defendant in an action based on our status as your registered agent;

  • any claims or action brought against us relating to your failure to maintain updated information on any of our websites.

Dispute Resolution by Binding Arbitration and Class Action Waiver

Most customer concerns can be resolved quickly by calling us at (307) 459-6380.

In the unlikely event that we are unable to resolve your complaint to your satisfaction, we each agree to resolve those disputes through binding arbitration under the auspices of JAMS Alternative Dispute Resolution (“JAMS”). JAMS will administer any such arbitration under its Comprehensive Arbitration Rules. If the amount of the claims and counterclaims are less than Two Hundred and Fifty Thousand Dollars ($250,000.00), then the JAMS Streamlined Arbitration Rules and Procedures will be used.

You agree that any arbitration pursuant to these Terms will be on an individual basis, and that you will not bring a claim as a plaintiff or class member in a class, consolidated, or representative action. You further agree that class arbitrations, class actions and consolidation with other arbitrations will not be allowed. All disputes and claims between us will be heard by a single arbitrator.

Intellectual Property Rights & Ownership

We own all right, title and interest, in and to all Intellectual Property Rights (as defined below) in the Services and websites, and these Terms do not grant you any rights to our Intellectual Property Rights. For purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, service mark rights, goodwill, trade secret rights, and any other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

You may submit comments or ideas about the Services (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

Force Majeure

We shall not be considered to be in breach or default of these Terms, and shall not be liable for any cessation, interruption, or delay in the performance of our Services or other obligations by reason of earthquake, flood, fire, storm, lightning, drought, landslide, hurricane, cyclone, typhoon, tornado, natural disaster, act of God or of the public enemy, epidemic, famine or plague, action of a court or public authority, change in law, explosion, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar even that is beyond our reasonable control, whether foreseen or unforeseen (each a “Force Majeure Event”). If a Force Majeure Event continues for more than sixty days in the aggregate, we may immediately terminate our Services and shall have no liability for, or as a result of, any such termination.

Disclaimer of Warranties & Limitation of Liability

DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT ALLOWED BY LAW, YOUR USE OF THIS SITE AND OUR SERVICES ARE PROVIDED “AS-IS” WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE LEGAL THEORY, OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO YOUR USE OF THIS WEBSITE AND OUR SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT YOU PAID TO US FOR SERVICES DURING THE TWELVE MONTH PERIOD PRECEDING THE DATE OF YOUR CLAIM.

How to Contact Us

If you have any questions about these terms of service, you may contact us by phone. We’re happy to provide any assistance you need.