Your continued use of the Services after a change or modification of these Terms has been made will constitute your acceptance of the revised Terms. If you do not agree to the Terms your only remedy is to discontinue your use of the Services. If you violate the Terms, Company reserves the right to immediately terminate or suspend the account you have created using the Services. You agree that Company need not provide you notice before terminating or suspending your account.
Company may change any part of the Services, including adding or removing any functionality, look and feel, content, etc., at any time or discontinue the Services or any part thereof, for any reason, without notice to you and without liability. Among others, Company may charge you fees and/or commissions for the use of the Services in accordance with its policies from time to time.
Company may subcontract any of the Services to third parties provided that your rights hereunder shall not be impaired. In the event that any Services are subcontracted, we will remain the party responsible for the provision of the Services to you, unless specifically set forth in the Terms.
If you are a registered user using the Services, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Company is not responsible for third party access to your account that results from theft or misappropriation of your account. Company and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion. If you think that someone has gained access to your account, please immediately reach out to Company Support.
You may not create more than one account for yourself. In addition, you may not create another account if we have already disabled your account, unless you have our written permission to do so. You will not log in or attempt to access the Services through unauthorized third-party applications or clients.
You need to be at least 18 years of age and legally able to enter into a contract in order to use the Services. If you are under 18 years of age, we ask that you not provide any personal information to us and do not use the Services.
General Description of Our Services
We provide various services to new and established business, including without limitations, assistance in incorporating legal entities with a particular state of the United States of America, obtain Registered Agent services, make inquiries and secure good standing documents with any state, file documents with any state and obtain additional services that may be offered by the Company from time to time. Our Services may be changed, added or be reduced from time to time at our sole and absolute discretion.
In the event that you have purchased any Registered Agent services, the services that you authorize your Registered Agent to perform may include receiving service of process, notices of legal proceedings, other legal notices, official government communication, and any items covered by the respective statute, rule, or regulation governing the state in which you have selected for Registered Agent services on your behalf.
Please note that your Registered Agent is not responsible for forwarding any non-legal (i.e. any items not specifically authorized) received on your behalf, and neither your Registered Agent nor the Company assumes any liability to you or any other party for loss of such unauthorized items. Further, the Company cannot warrant that authorized items will never be misdelivered. In the event of mis-delivery, as sole remedy, your Registered Agent will make its best efforts to notify both the intended recipient and the unintended recipient promptly on discovery of the error and seek prompt retrieval of the item from the unintended recipient.
Without limiting the generality of the above, you hereby acknowledge and agree that the Registered Agent services are being provided by a 3rd party and that we will not have any liability for such services. The dashboard provided to you by us is being provided without any warranties or representations whatsoever and we will not be liable in case there is an interruption to the services or any other error in the use of the dashboard as a result of which any services cannot be consumed properly or at all. Any correspondence between you and the Registered Agent shall be made directly and not through us. Such correspondence shall be done via email or, should you provide a valid US address, through mail.
If you choose to prepare your own legal documents using the Services, we will review your answers for completeness and for internal consistency of names, addresses, etc.
Please note, however, that we cannot make sure that your documents are legally sufficient or otherwise provide any legal advice to you and will not have any liability in that respect. We are not a law firm and therefore cannot perform any services that are generally performed by an attorney, including without limitations, provide legal advice, opinions or recommendations about your legal rights, options, strategies, etc.
The Services are not a substitute for the advice or services of an attorney. The law is a personal matter, and no general information or legal tool like the Services can fit every circumstance.
Please also note that law changes rapidly, including the format and details in legal documents and forms, including the ones which may be used through the Services. We do not guarantee that all of the information provided to you through the use of the Services is up to date or complete.
You are responsible to carefully review any documents or forms we present to you after we prepared such documents using the information that you have provided us. If you discover that the information you provided us is inaccurate or has changed, you are solely responsible for modifying the documents or forms as necessary and for any other implications of the above.
Please be advised that the documents and forms provided to you as part of the Services have not been reviewed or modified to suit any particularized need you may have, including any state specific requirements. We therefore cannot guarantee that these documents are suitable for a particular purpose, or that any document included is accurate, reliable, complete or timely.
By using our Services you are hereby granted a limited, personal, non-exclusive, non-transferable license to use the Services including any forms or other legal documents made available to you for your own personal, internal business use, or if you are an attorney or professional, for your client(s).
We reserve our right to change, add, remove or cease any of our Services at any time at our sole and absolute discretion and without prior notice, and we shall not be held liable for any damage, cost or expense incurred by any user solely as a result of such change or termination of Services. By using our Services, you are specifically agreeing to the above.
Payments and Subscriptions
We may charge various fees in connection with the provision of the Services, including, without limitations, filing fees, services fees, expenses and subscription fees.
The payment schemes used for the Services as well as the rules regarding how you will be charged for your subscriptions and/or other purchases will be the rules in effect at the time of your initial purchase. The Company may change such payment schemes and rules from time to time at its sole and absolute discretion, provided that such changes shall not be retroactive.
Generally, you will be charged for the full amount of the first month of your subscription at the time of your initial purchase of the Services. You will need to pay the total amount of your monthly subscription by the beginning of each subsequent renewal date.
In order to complete your purchase of a product or service, including any subscription, you must provide additional registration details, including without limitations, valid credit card information.
In case of a subscription, we will automatically charge your credit card on a monthly basis to renew your subscription until you tell us you want to cancel your subscription or your subscription is terminated. We may send a reminder email to the email address you have provided us, however please note that such notice if sent is provided only as a courtesy. Your failure to read the notice, your inability to receive the notice, or our failure to send the notice creates no liability for the Company and does not prevent the Company from renewing the subscription.
Please note that we cannot refund or credit any fees or other amounts paid to federal, state or local government entities, such as filing fees or taxes, or to other third parties as part of your use of the Services.
Our cancellation/refund policies are subject to applicable law and may include cancellation fees (among others covering expenses). Different cancellation/refund policies may apply to subscriptions and to specific Services provided by us. All cancellation fees are subject to our discretion and may be determined among others based on the stage of the Services at the time of the cancellation/refund request, the actual expenses that we incurred in providing the Services prior to receipt of the cancellation/refund request, etc. All cancellation/refund policies may change from time to time.
You may not, nor may you assist other parties to (1) copy, modify, or create derivative works of the Services, (2) reverse-engineer, disassemble, or attempt to derive the source code of the software used to provide the Services, or (3) attempt to disable or circumvent any security mechanism of the Services.
YOU HEREBY AGREES, REPRESENTS, AND CONFIRMS THAT YOU WILL NOT USE THE SERVICES OR MATERIALS PURCHASED FROM OR PROVIDED BY THE COMPANY OR ANY DERIVATIVES THEREOF: TO COMMIT FRAUD OR ANY OTHER ILLEGAL ACT OR CRIME; TO MISPRESENT IDENTITY OR LEGAL PURPOSE; TO MISREPRESENT, MISSTATE, OR FALSIFY INFORMATION ON LEGAL DOCUMENTATION; TO MISREPRESENT OR MISTAKE ANY FACT; OR IN ANY OTHER UNLAWFUL, ILLEGAL OR IMPROPER MANNER. You will indemnify the Company for any damage, cost or expense, incurred by the Company or by any related party of the Company as a result of a breach by you of the above.
Third Party Sites and Services
The Services may contain links to other websites and/or be used in conjunction with other websites and services (“Third Party Sites”). The Third Party Sites are not under the control of Company and Company is not responsible for the contents of any Third Party Site, including without limitation any link contained in a Third Party Site, or any changes or updates to a Third Party Site. Company does not endorse or support any Third Party Site and the use of any such Third Party site is being made at your discretion and under your sole responsibility.
We cannot endorse or accept any responsibility for the availability, contents, products, services or use of any Third Party Site, any website accessed from a Third Party Site or any changes or updates to such sites. We also make no guarantees about the content or quality of the products or services provided by such sites.
Intellectual Property and License
The Services are owned and operated by Company. Unless otherwise indicated, all content, information, and other materials on the Services (excluding User Content, with respect of which our policy is set out below), including, without limitation, Company’s trademarks and logos, documents, forms, agreements, templates, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files and the selection and arrangement thereof (collectively, the “Materials”) are protected by relevant intellectual property and proprietary rights and laws.
All Materials contained on the Services are the property of Company or its subsidiaries or affiliated companies and/or third-party licensors. Unless otherwise expressly stated in writing by Company, by agreeing to these Terms you are granted a limited, non-sublicensable license (i.e. a personal and limited right) to access and use the Services for your personal use or internal business use only.
Any use of the Services or the Materials except as specifically authorized in these Terms, without the prior written permission of Company, is strictly prohibited and may violate intellectual property rights or other laws. Unless explicitly stated in these Terms, nothing in them shall be interpreted as conferring any license to intellectual property rights, whether by estoppel, implication or other legal principles. Company can terminate this license at any time, without notice.
You are not required to provide us with any feedback or suggestions regarding the Services. However, should you provide us with comments or suggestions for the modification, correction, improvement or enhancement of Services then you agree that no such feedback shall be subject to any obligation of confidentiality, that all intellectual property (and any other rights) in such feedback shall be exclusively vested in us and that we may use or publish such feedback at our discretion.
The Company may suspend or terminate your account without notice for any reason, including, but not limited to, a violation or a suspected violation of these Terms or the spirit of these Terms, extended periods of inactivity, fraudulent, harassing or abusive behavior, illegal or improper use of your account, illegal or improper use of the Services or any User Content (as defined below) or behavior that is harmful to other users, third parties, the community ethos of our Services or our business interests – all as determined by Company in its sole discretion.
The Company is not required to provide you with any notice before suspending or terminating your account. In the event that we terminate your account, you may not register for the Services again without our expressed permission.
In addition, if we believe, in our sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement investigation or court order requesting or directing us to disclose the identity, behavior or activities of anyone believed to have violated these Terms or to have engaged in illegal behavior.
Please note that any suspension or termination of your account shall not affect your obligations to us under these Terms (including but not limited to ownership, indemnification, any representations and warranties made by you, and limitation of liability), which by their sense and context are intended to survive such suspension or termination.
Company respects the intellectual property of others and follows the requirements set forth in the Digital Millennium Copyright Act (“DMCA”). If you are a copyright owner or agent thereof and believe that content posted on the Services infringes upon your copyright, please submit a notice following our DMCA Guidelines (https://www.WildSpark.com/dmca-guidelines), which include further information about our policies, what to include in your notice, and where to submit your notice.
You hereby acknowledge and agree that you are publishing and/or sharing with us or with others, as applicable, any content through the Services through the use of technology and tools provided by Company, that you are publishing and/or sharing such content willingly and that you own such content, have all rights to publish and/or share such content and that your publishing and/or sharing of such content complies with all applicable laws and regulations. You may not distribute, sell, transfer or license any such content in any manner, in any country, or on any social network, or other medium without the explicit prior written permission of Company, other as specifically permitted hereunder, under the Guidelines and/or otherwise in the Services. Any data, text or any other content, and their selection and arrangement, uploaded to the Services by you or by any other user (“User Content”) are subject, whether in whole or in part, to unlimited worldwide commercial, non-commercial and/or promotional use by Company (subject to applicable laws). User Content also includes any feedback, comments or ratings provided by any user.
Company is not obligated to regulate User Content and provides no representations or guarantees regarding the accuracy, quality, or integrity of any User Content. By using the Services you may be exposed to material you find offensive or objectionable. Company will not under any circumstances be responsible or liable for any User Content, including, but not limited to, errors in any User Content or any loss or damage incurred by use of the User Content or for any failure to or delay in removing User Content. Company reserves the right (but shall at no time be obligated) to, in its sole discretion, remove, block, edit, move, disable or permanently delete User Content from the Services with or without notice for any reason whatsoever, and shall not have any liability in that respect.
Disclaimer of Warrant; Limitation of Liability; Indemnification
THE SERVICES INCLUDING ALL MATERIALS, DOCUMENTS OR FORMS PROVIDED ON OR THROUGH YOUR USE OF THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
You agree that your use of the Services shall be at your sole risk. To the fullest extent permitted by law, Company, its shareholders, affiliates, officers, directors, employees, consultants, agents and other representatives, disclaim all warranties, explicit or implied, in connection with the Company applications, any of the Services and your use thereof including implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness. Company makes no warranties or representations about the accuracy or completeness of the content of the Services and/or any content provided therein and of the content of any sites linked to the Services and assume no liability or responsibility for any: (i) Errors, mistakes, or inaccuracies of content; (ii) Personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Services; (iii) Any unauthorized access to or use of Company’s secure servers and/or any and all personal information and/or financial information stored therein; (iv) Any interruption or cessation of transmission to or from the Services; (v) Any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Services by any third party; or (vi) Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Services.
In no event will Company, its directors, officers, agents, contractors, partners and employees, be liable to you or any third person for any special, direct, indirect, incidental, special, punitive, or consequential damages whatsoever including any lost profits or lost data arising from your use of the Services or other materials on, accessed through or downloaded from the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not Company has been advised of the possibility of these damages.
IN ANY CASE, OUR ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TERMS SHALL NOT EXCEED AMOUNTS PAID BY YOU DIRECTLY TO US FOR THE USE OF THE SERVICES HEREUNDER. AS SUCH, IF YOU HAVE NOT MADE ANY PAYMENTS TO US IN ORDER TO USE THE SERVICES, WE SHALL NOT HAVE ANY LIABILITY TO YOU WHATSOEVER. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
You agree to indemnify and hold Company, and each of its shareholders, affiliates, officers, directors, employees, consultants, agents and other representatives, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with: (i) Your use of and access to the Services; (ii) Your violation of any term of these Terms; (iii) Your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) Any claim that a user submissions made by you has caused damage to a third party; or (v) Any User Content you post or share on or through the Services.
In using the Services, you agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority and to assume sole responsibility for obtaining licenses to export or re-export as may be required. You also acknowledge and agree that the Services are subject to the United States Export Administration Laws and Regulations and agree that none of the Services or any direct product therefrom is being or will be acquired for, shipped, transferred or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or used for any prohibited purpose.
In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision as permitted by applicable law, and the remaining terms of these Terms shall remain in full force and effect.
Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and us or enables you to act on our behalf.
Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and supersedes any other agreements, understandings or warranties.
Nothing contained in these Terms shall be construed to limit the actions or remedies available to us with respect to any prohibited activity or conduct. Non-enforcement of any term of these Terms does not constitute consent or waiver, and we reserve the right to enforce such term at our sole discretion.
No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
We may assign our rights under these terms to any third party. You may not assign your rights or obligations hereunder except as we expressly permit in writing.
Any notice to be provided to you pursuant to these Terms may be provided to the email address or other contact information you have provided to us.
Company reserves the right to amend these Terms at any time and without notice, and it is your responsibility to review these Terms for any changes. Your use of the Services following any amendment of these Terms will signify your assent to and acceptance of its revised terms.
If there are any questions regarding these Terms you may contact us at email@example.com.
In the event of any dispute concerning the Services or any other matter resulting therefrom, you are invited to contact the Company for resolution. Disputes shall be submitted for final and binding arbitration (or online dispute/arbitration resolution) to a single arbitrator, provided that: (1) the arbitrator has at least five (5) years of expertise in the field relevant to the nature of the dispute and; and (2) the arbitrator is not or has not been a contract agent or a former employee of either party.
In the event the parties are unable to agree on a single arbitrator, then an arbitrator that meets the qualifications set forth above shall be appointed by the American Arbitration Association (“AAA”) within ten (10) days of the date on which a party seeks assistance from the AAA in selection of a neutral arbitrator.
The arbitration shall be conducted in accordance with the Commercial Rules and procedures of the AAA, and shall take place in New York, New York, or in a location otherwise mutually agreed upon by the parties or via an online forum pursuant to online dispute or arbitration resolution processes.
The parties further agree that: (1) the arbitration shall not last more than three (3) days; (2) there shall be no discovery other than the exchange of information and materials provided to the arbitrator by each of the parties, for which there shall only be thirty (30) days to accomplish; (3) the arbitrator’s final decision shall be issued within ninety (90) days after the date of selection of the arbitrator or within such period as the parties may otherwise mutually agree; and (4) the arbitrator shall have the authority only to award equitable relief and direct, actual damages, and shall not have the authority to award punitive or consequential damages (including, but not limited to lost profits, special, indirect, incidental, or compensatory damages).
Each party shall be responsible for an equal sharing of the fees, expenses and costs incurred by the arbitrator, and each party shall be responsible for their own costs and any fees of counsel they incur.
The decision of the arbitrator shall be final and binding and may not be appealed.