TERMS OF SERVICE OF FILING GOV INC.
PLEASE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OUR WEBSITE OR USING OUR SERVICES
A visitor to the Website (as defined below), current Customer (as defined below), or prospective Customer is subject to the Terms of Service (“Terms”), as set forth below.
1. YOU AND US
Filing Gov Inc. owns (“BoiFilings.com”) provides services online, including through our website at boirefilings.com, or any website owned by Filing Gov Inc (collectively the “Website”) or mobile applications (as may be offered from time to time) (collectively the “App”), and other forms of communications such as email to you as the user. A user providing information on the Website is also part of the Services.
Our Services for you as the user, include the opportunity to (a.) protect your business’ privacy; (b.) file the Beneficial Ownership Information Report (“BOI Report”) and certain documents and information associated with the BOI Report with the United States Department of Treasury Financial Crimes Enforcement Network (“FinCEN”) following the Corporate Transparency Act and Beneficial Ownership Information Reporting Rule; (c.) obtain general information; and (d.) acquire additional services offered from time to time. All products and services described in this Section, as well as any other products and services offered by Filing Gov Inc at any time, shall be defined herein as “Service” or “Services.”
The term “User” or “you” or “your” or “Visitor” or “Customer” means all current, past, or potential customers of our Services as well as any visitor to the Website; and applies to each Customer. Unless stated explicitly in these Terms or other notices from BoiFilings.com (Filing Gov Inc.) to Customers such as information on the Website, there will be no fees for Customers to use the Services. Furthermore, the Terms govern all user’s access to and use of our Services.
By accessing the Website and using the services, you are agreeing to be bound by these Terms as if you executed in ink on a hard-copy agreement. You may also be asked to confirm that you agree to these Terms, including by taking actions, such as clicking a button labeled “I Agree” or “Buy Now” or using the Services. Any personally identifiable information about you or anyone else may be stored on or through the Services (“Personal Data”). So long as you are a Customer, BoiFilings.com (Filing Gov Inc.) hereby grants you permission to use the software (“Software”) included on the Website as part of the Services. Your right to use the Software is revocable by BoiFilings.com (Filing Gov Inc.) and is not sublicensable. Moreover, the Software must be used solely for personal use by you.
The information provided on the Website or via any other means of transmission from BoiFilings.com (Filing Gov Inc.) is not legal advice, but general. The content contained on the Website or information contained in any other transmission from BoiFilings.com (Filing Gov Inc.) is subject to these Terms.
BoiFilings.com (Filing Gov Inc.) reserves the right to change or update these Terms at any time. Changes or updates of these Terms will appear on the Website and/or be communicated to Customer and are effective immediately. Use of the Website or receipt of Services after any such changes constitutes your consent to such changes and updates.
Disclaimer: BoiFilings.com (Filing Gov Inc.) is not an attorney, a law firm, or a substitute for an attorney or a law firm and does not engage in the practice of law or offer legal advice. In offering its Services, BoiFilings.com (Filing Gov Inc.) does not create an attorney-client relationship. BoiFilings.com (Filing Gov Inc.) cannot and does not therefore provide any kind of legal advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options, or selection of forms or strategies. We provide information and software services only and you are responsible for appropriately using this material.
2. ACCESS TO THE WEBSITE AND THE SERVICES
License. Subject to these Terms, BoiFilings.com (Filing Gov Inc.) grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Website solely for your own personal, noncompetitive use.
Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website, whether in whole or in part, or any content displayed on the Website; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website; (c) you shall not access the Website to build a similar or competitive website, product, or service, to discover information that could be used to compete against BoiFilings.com (Filing Gov Inc.) (such as the terms of its relationships with its business partners); and (d) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Website shall be subject to these Terms. All copyright and other proprietary notices on the Website (or on any content displayed on the Website) must be retained on all copies thereof.
Modification. BoiFilings.com (Filing Gov Inc.) reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that BoiFilings.com (Filing Gov Inc.) will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
No Support or Maintenance. You acknowledge and agree that BoiFilings.com (Filing Gov Inc.) will have no obligation to provide you with any support or maintenance in connection with the Services.
Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, on the Website or App and its content are owned by BoiFilings.com (Filing Gov Inc.) or BoiFilings.com (Filing Gov Inc.) ’s suppliers. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth herein. BoiFilings.com (Filing Gov Inc.) and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
Any information, text, graphics, photos, or other materials uploaded, downloaded, or appearing in connection with our Services or on our website, including all Personal Data, are collectively referred to as “Content”. “User Content” means all information and content that a user submits to, downloads, or uses with, the Website (for example, documents, including, but not limited to photos, messages, information submitted, or postings).
User Content. You are solely responsible for your User Content. You assume all risks associated with the use of your User Content, including any reliance by BoiFilings.com (Filing Gov Inc.) on its accuracy, completeness, or any disclosure of your User Content that personally identifies you or any third party.
When you provide User Content to us, you warrant to us that you have all rights necessary to provide your Content to us.
When you provide User Content to us, you also warrant to us that to the best of your knowledge, the User Content provided is complete and correct.
You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy described in this Section.
Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
You agree not to use the Website to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any applicable law, regulation, or obligations or restrictions imposed by any third party.
In addition, you agree not to: (i) upload, transmit, or distribute to or through the Website any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Website unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Website to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Website, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Website (or to other computer systems or networks connected to or used together with the Website), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Website; or (vi) use software or automated agents or scripts to produce multiple accounts on the Website, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Website (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
License. You hereby grant (and you represent and warrant that you have the right to grant) to BoiFilings.com (Filing Gov Inc.) an irrevocable, nonexclusive, license to reproduce, store, and otherwise use your User Content for purposes of including your User Content in the Services requested by you. Except for this License you grant to us, you retain all ownership or other rights you may have to User Content.
BoiFilings.com (Filing Gov Inc.) Content. In addition to User Content, some of the Content on the Services and Website is owned by us (“BoiFilings.com (Filing Gov Inc.) Content”), and by partners and other entities (“Third Party Content”). You may use BoiFilings.com (Filing Gov Inc.) Content and Third-Party Content for your personal use only. Except for User Content, you may not share any Content with any other person or entity without the prior written permission of the owner of that Content. For example, you would need to obtain our prior written permission before re-posting any BoiFilings.com (Filing Gov Inc.) Content to another website or sharing it with others.
We own BoiFilings.com (Filing Gov Inc.) Content and the Services, and all intellectual property associated therewith, including copyrights and trademarks. You may not remove, alter, or conceal any copyright, trademark, service mark, or other proprietary rights notices in or accompanying the Services or any of the Content other than User Content. You may not reproduce, modify, adapt, or prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license, or otherwise exploit the Services or any Content, other than your User Content.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person that originates the Content. BoiFilings.com (Filing Gov Inc.) will not be liable for any Content, including but not limited to any errors or omissions in any Content, or any loss or damage of any kind incurred arising out of the Content or any use of any Content.
Your use of or reliance on any Content or materials posted on our website or provided to or obtained by you through the Website is at your own risk. We do not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Website or in connection with the Services.
Information obtained from BoiFilings.com (Filing Gov Inc.) or the Website should NOT be used as a substitute for legal advice from an attorney. It is provided “as is”, is not guaranteed to be correct, complete, or up-to-date, and BoiFilings.com (Filing Gov Inc.) expressly disclaims all warranties and disclaims all liability or responsibility for loss, claim, liability, or damage that is a result of or in any manner related to errors or omissions in the content provided by BoiFilings.com (Filing Gov Inc.) or the Website.
By User providing any email address, phone number, cellular phone number, or any other means of contacting User (“User Contact Information”), User expressly agrees that BoiFilings.com (Filing Gov Inc.) can contact such User via such User Contact Information (including via text messages) for any purpose, including providing information regarding or in connection with the Services, as well as for marketing purposes.
User hereby agrees, represents, and confirms that User will not use the information presented, products, Services, or materials purchased from or provided by BoiFilings.com (Filing Gov Inc.) 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. User hereby agrees to be responsible for any costs, including legal fees, incurred by BoiFilings.com (Filing Gov Inc.) in the event User fails to conform to this requirement. User hereby accepts full liability and shall indemnify, defend, and hold BoiFilings.com (Filing Gov Inc.), its owners, agents, employees, representatives, and providers harmless from all damages, claims, demands, judgments, expenses, and causes of action asserted against BoiFilings.com (Filing Gov Inc.) by any person or local, state or federal government agency arising from or out of any event, circumstance, act or incident resulting from User’s use or misuse of the information presented, or products, Services or materials provided by BoiFilings.com (Filing Gov Inc.).
Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content and/or reporting you to law enforcement authorities.
Feedback. If you provide BoiFilings.com (Filing Gov Inc.) with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to BoiFilings.com (Filing Gov Inc.) all rights in such Feedback and agree that BoiFilings.com (Filing Gov Inc.) shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. BoiFilings.com (Filing Gov Inc.) will treat any Feedback you provide to BoiFilings.com (Filing Gov Inc.) as non-confidential and non-proprietary. You agree that you will not submit to BoiFilings.com (Filing Gov Inc.) any information or ideas that you consider to be confidential or proprietary.
4. INFORMATIONAL PURPOSES ONLY
The purpose and intent of BoiFilings.com (Filing Gov Inc.) is to provide you with general information, and not to provide any specific advice (legal or otherwise). The information presented is provided solely for informational purposes and constitutes an advertisement for services. BoiFilings.com (Filing Gov Inc.) does not wish to represent anyone desiring legal representation based upon viewing the Website or information provided via email, facsimile, phone conversation, or any other form of transmission. Visitors or recipients of this information should not act upon this information without consulting with legal counsel. None of the information on the Website constitutes professional or legal advice or a recommendation by BoiFilings.com (Filing Gov Inc.), its representatives, agents, or otherwise. BoiFilings.com (Filing Gov Inc.) operates exclusively at the Customer’s direction and does not offer legal, tax or accounting advice or services, and no information provided by BoiFilings.com (Filing Gov Inc.) constitutes legal, tax, or accounting advice.
The transmission and receipt of materials provided by BoiFilings.com (Filing Gov Inc.) is not intended to and does not create an attorney-client relationship. Also, providing any of the information made available on the Website or via other forms of transmission does not create a business, legal, or professional relationship.
5. MINIMUM AGE
You must be 18 years of age or older to register with us and use the Services. You warrant that you have the right, authority, and capacity to enter into these Terms as a binding agreement. If anyone under the age of 18 (“Young Person”) provides any Content to us, the Young Person’s parent or guardian may contact us. We will delete any Content provided by the Young Person.
6. THIRD-PARTY LINKS
Third-Party Links. The Website may contain third-party data and/or sources such as data from governmental records or links that direct you to third-party websites (collectively, “Third-Party Data & Sources”). Such Third-Party Data and sources are not under the control of BoiFilings.com (Filing Gov Inc.), and BoiFilings.com (Filing Gov Inc.) is not responsible for any Third-Party Data and sources. BoiFilings.com (Filing Gov Inc.) provides access to these Third-Party Data and sources only as a convenience to you and does not review, approve, monitor, endorse, warrant, or make any representations concerning Third-Party Data and sources. You use all Third-Party Data and sources 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 Data & Sources, the applicable third party’s terms and policies apply, including the third party’s privacy and data-gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Data and sources. All accessing and downloading of material from such Third-Party Data and sources is at the User’s own risk, for which BoiFilings.com (Filing Gov Inc.) is not responsible or liable in any way.
All third-party information is provided without any warranty, express or implied, as to its legal effect and completeness.
Release. You hereby release and forever discharge BoiFilings.com (Filing Gov Inc.) (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Website users or any Third-Party Data & Sources).
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
7. TERMINATION AND MODIFICATION OF TERMS
Subject to this Section, these Terms will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Website at any time for any reason at our sole discretion, including failure to verify your identity or for any use of the Services in violation of these Terms, including misuse of BoiFilings.com (Filing Gov Inc.) promotions. For example, if BoiFilings.com (Filing Gov Inc.) were to offer a promotion, such promotion can only be used once by a customer, and attempting to use such promotion more than once by the same Customer is misuse of BoiFilings.com (Filing Gov Inc.) promotions.
We may attempt to notify you of termination where we have advance notice. Upon termination of your rights under these Terms, your right to access and use the Services will terminate immediately. You understand that any termination of rights to use the Website or Services may involve the deletion of your User Content from our live databases. BoiFilings.com (Filing Gov Inc.) will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your rights to use the Website or Services or deletion of your User Content.
An order for Services made through our Website is final and non-refundable. In the case of BOI Report filings (whether initial, corrected, or updated BOI Report) BoiFilings.com (Filing Gov Inc.) cannot accept any cancellations.
BoiFilings.com (Filing Gov Inc.) does not dispute legitimate chargebacks. If, however, an illegitimate or improper chargeback is submitted, BoiFilings.com (Filing Gov Inc.) reserves the right to take any actions BoiFilings.com (Filing Gov Inc.) deems appropriate at BoiFilings.com (Filing Gov Inc.) ’s sole discretion. Such actions by BoiFilings.com (Filing Gov Inc.) include but are not limited to, cancelling Services, including the transmission of BOI Report (whether an initial, corrected, or updated BOI Report) to FinCEN. BoiFilings.com (Filing Gov Inc.) reserves the right to cancel any Services, including transmission of BOI Report to the U.S. federal government which is fraudulently filed by any person who uses a third party’s name without authorization from such third party to submit the BOI Report (whether initial, corrected or updated BOI Report) or who provides a third party’s information or documents without authorization, and any person who files such BOI Report or fraudulently provides such information or documents in a BOI Report through our Website shall be liable to BoiFilings.com (Filing Gov Inc.) for liquidated damages in the amount of ten thousand U.S. dollars (US$10,000) plus all costs incurred by BoiFilings.com (Filing Gov Inc.) to collect the liquidated damages, including court costs, arbitration costs, legal fees, and collection costs to the extent not prohibited by applicable law.
BoiFilings.com (Filing Gov Inc.) may terminate these Terms for any reason or no reason, at any time, with or without notice. Any termination by us shall be effective immediately or as may be specified in our notice.
BoiFilings.com (Filing Gov Inc.) may restrict, suspend, or block the access of any Customer who abuses or misuses the Services. Misuse includes, among other things, infringing any intellectual property rights, using any functionality, feature, or capability of the Services to generate, support, or transmit any form of spam, engaging in any behavior or activity that we asked you not to do, or any other behavior that we, in our sole discretion, deem contrary to the mission and purpose of BoiFilings.com (Filing Gov Inc.) and the Services.
Upon termination, you may lose access to some or all the Services. BoiFilings.com (Filing Gov Inc.) may block access to the Services from an Internet Protocol (“IP”) address or range of IP addresses associated with those of terminated Customers. Upon termination, all licenses and other rights granted to you by us in these Terms will immediately cease, but any licenses you have granted to us will survive termination regardless of the reason for such termination. In addition, any fees invoiced to you before termination that have not been paid will continue to be due following these Terms.
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our website. You are responsible for providing us with your most current email address. If the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective (i) immediately upon the next time you use our Website, (ii) upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you (if applicable), or (iii) thirty (30) calendar days following our posting of notice of the changes on our Website. These changes will be effective immediately for new users of our Services. Continued use of our Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.
The Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. The Service also may be subject to governmental shutdowns, delays, and other problems associated with federal governmental agencies. BoiFilings.com (Filing Gov Inc.) is not responsible for any delays, failures, or other damage resulting from such problems.
9. POST-FILING BOI REPORT AND INFORMATION
Customer acknowledges that Customer is solely responsible for the post-filing maintenance of the initial BOI Report, including updating or correcting the BOI Report as necessary, and providing any other documentation required to keep the BOI Report up to date or provide any other documents or information required to comply with applicable federal, state, or local agencies or oversight commissions. The customer acknowledges that BoiFilings.com (Filing Gov Inc.) may provide the Customer with information regarding post-filing maintenance of the BOI Report. BoiFilings.com (Filing Gov Inc.) may provide updates, notifications, and/or reminders to the postal address email address, or cellular telephone number provided by Customer or as a post on our website solely as a courtesy and such does not create any liability on the part of BoiFilings.com (Filing Gov Inc.). BoiFilings.com (Filing Gov Inc.) is not responsible for (i) Customer’s action or inaction based on any information provided via email, facsimile, cellular phone text, phone conversation, website posting, alert, or any other form of transmission or communication; (ii) Customer’s failure or inability to receive or access the information; or (iii) BoiFilings.com (Filing Gov Inc.) ’s decision, in its sole discretion, to cease providing such information. BoiFilings.com (Filing Gov Inc.) makes no representation or warranty as to the comprehensiveness or timeliness of the information. Customer acknowledges that it is Customer’s sole responsibility to comply with all applicable state, local, federal, or international laws.
The Website may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from BoiFilings.com (Filing Gov Inc.), or any products utilizing such data, in violation of the United States export laws or regulations.
11. WARRANTY DISCLAIMER
You understand and agree that THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT BOIFILINGS.COM (FILING GOV INC.) ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT, OR FAILURE BY THE SERVICE. BOIFILINGS.COM (FILING GOV INC.) EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR BOIFILINGS.COM (FILING GOV INC.) COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. YOU AGREE THAT THE USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN RISK. IF APPLICABLE LAW REQUIRES ANY WARRANTIES FOR THE WEBSITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
12. LIMITATION OF LIABILITY
CUSTOMER HEREBY AGREES THAT IN NO EVENT SHALL BOIFILINGS.COM (FILING GOV INC.) BE LIABLE FOR ANY DAMAGE, LOSS, CLAIM, INJURY, OR LIABILITY RESULTING FROM YOUR USE OF THE WEBSITE, INABILITY TO USE THE WEBSITE OR SERVICES, OR ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR INFORMATION PROVIDED BY BOIFILINGS.COM (FILING GOV INC.) (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES), INCLUDING WITHOUT LIMITATION: (A) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (B) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE OR WEBSITE; (C) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (D) ANY OTHER MATTER RELATING TO THE SERVICE; (E) ANY BREACH OF THESE TERMS BY BOIFILINGS.COM (FILING GOV INC.) OR THE FAILURE OF BOIFILINGS.COM (FILING GOV INC.) TO PROVIDE THE SERVICE UNDER THESE TERMS OR (F) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS).
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY (INCLUDING BOIFILINGS.COM (FILING GOV INC.) AFFILIATES) TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER AMOUNT OF $100 OR THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD BEFORE ANY CAUSE OF ACTION ARISING. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT BOIFILINGS.COM (FILING GOV INC.) CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF FEES TO BOIFILINGS.COM (FILING GOV INC.) THROUGH THE USE OF A CREDIT CARD (A “CREDIT CARD PROCESSOR”). YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR BOIFILINGS.COM (FILING GOV INC.) INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK (COLLECTIVELY, THE “RELEASED PARTIES”) SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS OUTLINED IN THIS SECTION SUFFERED BY YOU AS A RESULT OF THE FAILURE OF BOIFILINGS.COM (FILING GOV INC.) TO PROVIDE SERVICES TO YOU UNDER THESE TERMS OR ANY BREACH OF THESE TERMS BY BOIFILINGS.COM (FILING GOV INC.). YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF THE FAILURE OF BOIFILINGS.COM (FILING GOV INC.) TO PROVIDE SERVICES TO YOU UNDER THESE TERMS OR ANY BREACH OF THESE TERMS BY BOIFILINGS.COM (FILING GOV INC.). YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS SECTION. YOU HEREBY UNDERSTAND AND AGREE THAT BOIFILINGS.COM (FILING GOV INC.) SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY DAMAGES TO YOU UNDER THESE TERMS.
NEITHER BOIFILINGS.COM (FILING GOV INC.) NOR ANY OF FILING GOV INC. AFFILIATES SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE, OR DATA TO YOU, ANY ENTITY, OR ANY THIRD PERSON. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER (I) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY, (II) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (III) THE LIMITED REMEDIES PROVIDED IN THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.
13. WAIVER AND RELEASE
Customer hereby waives, discharges, and releases BoiFilings.com (Filing Gov Inc.) of any claims, losses, demands, or liability of any kind against BoiFilings.com (Filing Gov Inc.), its owners, partners, affiliates, representatives, employees, agents, licensors, suppliers, and any other third party providers, whether known, unknown, disclosed or undisclosed, arising out of or in any way connected with your use of the information or Services of BoiFilings.com (Filing Gov Inc.).
Customer hereby agrees to indemnify, defend and hold harmless BoiFilings.com (Filing Gov Inc.), its owners, partners, affiliates, representatives, employees, agents, licensors, suppliers, and any other third-party providers, from and against all claims, losses, expenses, damages and costs, including but not limited to legal costs and fees, arising out of or in any way connected with Customer’s use of the information or Services of BoiFilings.com (Filing Gov Inc.). Customer hereby agrees to indemnify, defend and hold harmless BoiFilings.com (Filing Gov Inc.), its owners, representatives, and employees, from and against all claims, losses, expenses, damages, and costs, including but not limited to legal costs and fees, arising out of or in any way connected to Services provided by an affiliate, partner, supplier, third party provider or vendor including but not limited to any act, omission, negligence, or error by such affiliate, partner, supplier, third party provider or vendor.
You agree to defend, indemnify and hold BoiFilings.com (Filing Gov Inc.) and its partners, as well as any of our respective subsidiaries, affiliated companies, officers, employees, members, directors, or service providers (“BoiFilings.com (Filing Gov Inc.) Affiliates”) harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following alleged activities: (i) your User Content or your access to or use of the Services; (ii) any alleged breach of these Terms; (iii) any breach, infringement, misappropriation or violation of any third-party right including without limitation any intellectual property right, publicity right, confidentiality, property right or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, any regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. We ask that you cooperate as reasonably requested by BoiFilings.com (Filing Gov Inc.) in the defense of any claim. BoiFilings.com (Filing Gov Inc.) reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you. Customer will not in any event settle any claim against BoiFilings.com (Filing Gov Inc.) or BoiFilings.com (Filing Gov Inc.) Affiliates, without the prior written consent of BoiFilings.com (Filing Gov Inc.), which consent BoiFilings.com (Filing Gov Inc.) may refuse in its sole discretion.
15. DISPUTE RESOLUTION
Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with BoiFilings.com (Filing Gov Inc.) and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. In the event of a dispute between you and BoiFilings.com (Filing Gov Inc.), please contact BoiFilings.com (Filing Gov Inc.) customer service for resolution.
Applicability of Arbitration Agreement.
(a) Filing Gov Inc. and you agree to arbitrate all disputes and claims between us before a single arbitrator. The types of disputes and claims we agree to arbitrate are intended to be broadly interpreted. It applies, without limitation, to:
- claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory;
- claims that arose before these or any prior Terms (including, but not limited to, claims relating to advertising);
- claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
- claims that may arise after the termination of these Terms.
Notwithstanding the foregoing, either party may bring an individual action in small claims court. This arbitration agreement does not preclude your bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Filing Gov Inc are each waiving the right to a trial by jury or to participate in a class action. These Terms evidence a transaction or website use in interstate commerce, and thus the Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this provision. This arbitration provision will survive the termination of these Terms.
(b) A party who intends to seek arbitration must first send, by U.S. certified mail, a written Notice of Dispute ("Notice") to the other party. A Notice to Filing Gov Inc should be addressed to: Notice of Dispute, General Counsel, Filing Gov Inc legalregistration.com, (the "Notice Address"). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought ("Demand"). If Filing Gov Inc and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Filing Gov Inc may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Filing Gov Inc or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Filing Gov Inc is entitled.
You may download or copy a form Notice by emailing us at: [email protected]
You may download or copy a form to initiate arbitration from the Arbitration Agreement Association website at www.arbitrationagreement.org
(c) After Filing Gov Inc receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than $75,000. (Currently, the filing fee for consumer-initiated arbitrations is $200, but this is subject to change by the arbitration provider. If you are unable to pay this fee, Filing Gov Inc will pay it directly after receiving a written request at the Notice Address.) The arbitration will be governed by the Consumer Arbitration Rules of the Arbitration Agreement, as modified by these Terms, for all claims under $75,000, and the applicable rules as determined by the AA for all claims of or above $75,000, and will be administered by the AA. The AA Rules are available online at www.arbitrationagreement.org or by calling the AA at 1-844-554-0444. (You may obtain information about the arbitration process directed to non-lawyers, including information about providing notice to Filing Gov Inc, at [email protected]) The arbitrator is bound by these Terms.
All issues are for the arbitrator to decide, except issues relating to the scope, enforceability, and interpretation of the arbitration provision and the scope, enforceability, and interpretation of paragraph (f) are for the court to decide. Unless Filing Gov Inc and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your contact address. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by a telephonic hearing, or by an in-person hearing as established by the AA Rules. If you choose to proceed either in person or by telephone, we may choose to respond only by telephone or submission. If your claim exceeds $10,000, the AA Rules will determine whether you have a right to a hearing. The parties agree that in any arbitration of a dispute or claim, neither party will rely for preclusive effect on any award or finding of fact or conclusion of law made in any other arbitration of any dispute or claim to which Filing Gov Inc. was a party. Except as otherwise provided for herein, Filing Gov Inc. will pay all AA filing, administration, and arbitrator fees for any arbitration initiated in accordance with the notice requirements above. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AA Rules. In such case, you agree to reimburse Filing Gov Inc for all monies previously disbursed by it that are otherwise your obligation to pay under the AA Rules. In addition, if you initiate an arbitration in which you seek relief valued at more than $75,000 (excluding attorney’s fees and expenses), the payment of these fees will be governed by the AA rules.
(d) For claims under $75,000, if, after finding in your favor in any respect on the merits of your claim, the arbitrator issues you an award that is greater than the value of Filing Gov Inc's last written settlement offer made before an arbitrator was selected, then Filing Gov Inc will:
- pay you either the amount of the award or $2,000 ("the alternative payment"), whichever is greater; and
- pay your attorney, if any, the amount of attorney's fees, and reimburse any expenses (including expert witness fees and costs), that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration (the "attorney's payment").
If Filing Gov Inc did not make a written offer to settle the dispute before an arbitrator was selected, you and your attorney will be entitled to receive the alternative payment and the attorney's fees, respectively, if the arbitrator awards you any relief on the merits. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees, expenses, and the alternative payment and the attorney's fees at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits. In assessing whether an award that includes attorney’s fees or expenses is greater than the value of Filing Gov Inc’s last written settlement offer, the arbitrator shall include in his or her calculations only the value of any attorney’s fees or expenses you reasonably incurred in connection with the arbitration proceeding before Filing Gov Inc’s settlement offer.
(e) The right to attorney's fees and expenses discussed in paragraph (d) supplements any right to attorney's fees and expenses you may have under applicable law. Thus, if you would be entitled to a larger amount under applicable law, this provision does not preclude the arbitrator from awarding you that amount. However, you may not recover duplicative awards of attorney's fees or costs. Although under some laws Filing Gov Inc may have a right to an award of attorney's fees and expenses if it prevails in an arbitration proceeding, Filing Gov Inc will not seek such an award for claims under $75,000.
(f) The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. YOU AND Filing Gov Inc AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITIES AND NOT AS PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR IN THE CAPACITY OF A PRIVATE ATTORNEY GENERAL. Further, unless both you and Filing Gov Inc agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award any relief that a court could award that is individualized to the claimant and would not affect other customers. Neither you nor we may seek non-individualized relief that would affect other customers. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
(g) If the amount in dispute exceeds $75,000 or either party seeks any form of injunctive relief, either party may appeal the award to a three-arbitrator panel administered by AA by a written notice of appeal within thirty (30) days from the date of entry of the written arbitration award. An award of injunctive relief shall have stayed during any such appeal. The members of the three-arbitrator panel will be selected according to AA rules. The three-arbitrator panel will issue its decision within one hundred and twenty (120) days of the date of the appealing party's notice of appeal. The decision of the three-arbitrator panel shall be final and binding, subject to any right of judicial review that exists under the FAA.
(h) Notwithstanding any provision in the applicable Terms to the contrary, we agree that if we make any future change to this arbitration provision (other than a change to any notice address, website link, or telephone number provided herein), that change will not apply to any dispute of which we had written notice on the effective date of the change. Moreover, if we seek to terminate this arbitration provision, any such termination will not be effective until at least thirty (30) days after written notice of such termination is provided to you, and shall not be effective as to disputes which arose prior to the date of termination.
Filing Gov Inc.
2829 Townsgate Rd, Ste 100
Westlake Village, CA 91361
1904 Warren Ave
Cheyenne, WY 82001
Additional Rules for Arbitration. 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; (4) except as otherwise expressly stated in these Terms, 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); and (5) the dispute will not be consolidated with any other matters or joined with any other cases or parties.
Notwithstanding anything to the contrary in these Terms, the arbitrator shall have the authority to award liquidated damages and legal fees and costs and any remedy provided in these Terms in favor of BoiFilings.com (Filing Gov Inc.) in situations where a user of the Website has acted fraudulently or willfully (such as by submitting a BOI Report on behalf of a legal entity without the legal entity’s consent), or where a Customer requests a chargeback without sufficient justification as determined by BoiFilings.com (Filing Gov Inc.) at BoiFilings.com (Filing Gov Inc.) ’s sole discretion. The decision of the arbitrator shall be final and binding upon you and BoiFilings.com (Filing Gov Inc.) and may not be appealed.
Additional Rules for Non-Appearance Based Arbitration. If non-appearance-based arbitration is elected, the arbitration shall be conducted by telephone, online, and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. In the event, that any litigation should arise between you and BoiFilings.com (Filing Gov Inc.) in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce these Terms, to enforce an arbitration award, or to seek injunctive or equitable relief.
Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
Right to Waive. Any or all the rights and limitations outlined in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement
Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court or should the arbitrator determine that the dispute is not arbitrable, Customer and BoiFilings.com (Filing Gov Inc.) hereby agree to the exclusive jurisdiction and venue of the state and federal courts located in Miami, Florida, U.S.A., for such purpose.
Notwithstanding anything to the contrary in these Terms, BoiFilings.com (Filing Gov Inc.) can, at its sole discretion, choose not to arbitrate a dispute and can choose to file suit in any state or federal court located in Miami, Florida. In such a case, Customer and BoiFilings.com (Filing Gov Inc.) consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami, Florida.
Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secrets shall not be subject to this Arbitration Agreement.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with BoiFilings.com (Filing Gov Inc.).
16. ENTIRE AGREEMENT
If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be illegal, void, or unenforceable, the provision will be modified to render it enforceable and effective to the maximum extent possible to affect the intention of the parties concerning the provisions within the context of the overall Terms. If a court or arbitrator finds the modified provision invalid, illegal, void, or unenforceable, the validity, legality, and enforceability of the remaining provisions of these Terms will not be affected.
18. GOVERNING LAW
These Terms and the relationship between you and BoiFilings.com (Filing Gov Inc.) will be governed exclusively by the laws of the State of Florida, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where you may be located or any other jurisdiction. Subject to the Arbitration provision above, you agree and consent to the exclusive jurisdiction of the state or federal courts located in Miami, Florida, and waive any defense of lack of personal jurisdiction or improper venue or forum non-convenience to a claim brought in such court, except that BoiFilings.com (Filing Gov Inc.) may elect, in its sole discretion, to litigate the action in the county or state where any breach by you occurred or where you can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Service, or these Terms shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
19. ASSIGNMENT AND DELEGATION
It will not be considered a waiver of BoiFilings.com (Filing Gov Inc.) ’s rights if BoiFilings.com (Filing Gov Inc.) fails to enforce any of the terms or conditions of these Terms against you.
No joint venture, partnership, employment, or agency relationship exists between you and BoiFilings.com (Filing Gov Inc.) because of these Terms or use of the Service.
You acknowledge and agree that each of the Released Parties shall be an intended third-party beneficiary of these Terms.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS ABOVE, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.