1. Agreement. By using Compliance BOI’s website, requesting Corporate Transparency Act / Beneficial Ownership Information services, or making a payment to Compliance BOI you are accepting these Terms of Service (also referred to as "this Agreement," which govern our provision of Corporate Transparency Act Business Owner Information reporting assessment and reporting services and related functions, including, without limitation, our website, software, documentation and information (collectively, the "Services").
2. Definitions. As used herein, "you" and "your" refer to the individuals requesting and/or receiving Services from Compliance BOI, along with all of the entities and persons they represent or on whose behalf they request or receive such Services. "Compliance BOI," "we," "us," and "our" means Compliance BOI, together with its principals, officers, employees, agents, attorneys, and third party service providers. You and Compliance BOI are also referred to as a "party," or the "parties," as applicable.
3. Not Legal Services. You agree that Compliance BOI is not a law firm and does not provide legal services, and that none of Compliance BOI’s communications or Services to you are legal services or legal advice. You agree that in the event you need legal advice, you alone will be responsible to engage and consult with legal counsel of your choosing.
4. Attorney in Fact to Obtain Legal Advice. You agree that Compliance BOI may, but has no obligation to, solicit guidance from legal counsel on your behalf solely for the purpose of providing you the Services, provided that Compliance BOI may not incur any additional expenses for legal or other services on your behalf without your express written permission. You hereby appoint Compliance BOI to act as your attorney-in-fact and agent for these limited purposes, and the parties agree that Compliance BOI’s communications to and from legal counsel on your behalf shall be subject to the attorney-client and other legal privileges to the maximum lawful extent.
6. Non-Refundable Fees. Unless you request additional attorney review of your corporate documents, all fees related to the Services are flat fees. Except as may be required by applicable law or as stated in Section 6, below, all flat fees are non-refundable.
7. On-Time Guaranty. In the event we fail to complete the requested Services or to advise you that more detailed attorney review of your information is recommended within 10 business days after you provide us with all of the required information, we agree, upon your written request, to refund the fees you paid for such delayed Services. You agree that this refund will be your sole and absolute remedy for such a delay on our part.
8. Your Obligations. You must promptly provide us all the information we request from you in order for us to complete the Services. You alone are responsible for ensuring that this information is accurate and complete. While our goal is to provide prompt service, we cannot control when your reports are due, when you provide us with the required information, or any backlog that may exist when you do provide the requested information. Because of this, you alone are responsible for meeting all filing deadlines regarding any Beneficial Ownership Information or other reports. You must respond timely to our emails and/or phone calls. We will advise you by email or phone if we need further information, but we have no obligation to do so more than once. It is your responsibility to watch for and respond to our information requests.
WE HAVE NO OBLIGATION TO BEGIN ASSESSMENT OR REPORTING SERVICES UNTIL WE HAVE ALL OF THE REQUIRED INFORMATION AND FULL PAYMENT FROM YOU.
YOU MUST NOTIFY US WHEN YOU HAVE SUBMITTED ALL OF THE REQUIRED INFORMATION.
WE MAY CONTACT YOU FOR ADDITIONAL INFORMATION OR CLARIFICATION. WE MAY NOT BE ABLE TO CONTACT YOU MORE THAN ONCE. YOU MUST RESPOND TO OUR INQUIRIES PROMPTLY.
YOU AGREE TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS RELATED TO THE SERVICES, AND NOT TO USE THE SERVICES FOR ANY IMPROPER OR ILLEGAL PURPOSE.
9. License to Compliance BOI’s Services. During the term of this Agreement (the "Term"Subscription Users alone may access and use those Services Compliance BOI makes available to you (in Compliance BOI’s sole discretion), solely for your internal business use, and in accordance with this Agreement. This license is revocable at any time with or without cause or notice in Compliance BOI’s sole and absolute discretion. This license is to the Compliance BOI web portal, end-user interfaces, Documentation and any approved interfaces only. You shall have no rights to access or use Compliance BOI’s object or source code and shall only access and use the Services for the number of entities for which you have purchased them. "Subscription User" means the natural person who engages Compliance BOI’s website and purchases the Services, or such person’s authorized employee or agent.
10. Your Warranties. You represent and warrant that: (i) you have the legal authority to enter into this Agreement, (ii) you have all rights in and to the information tht you provide us (the Customer Data) necessary for the disclosure of the Customer Data to Compliance BOI and Compliance BOI’s use of the data as permitted under this Agreement and the Privacy Policy; (iii) you shall only use the Services for their intended purposes as expressed by Compliance BOI (the "Purposes") in accordance with applicable law; and (iv) Customer Data or the media on which Customer Data resides does not contain any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs (collectively, "Malicious Code").
You further represent and warrant that you shall be solely responsible: (a) for your and your Subscription Users’ compliance with this Agreement and for activating/deactivating Subscription Users with appropriate permissions (Subscription User accounts and passwords are personal and shall not be shared), (b) for the accuracy, integrity, and legality of Customer Data, (c) to use the Services only in accordance with the applicable laws, rules, regulations and the Documentation, (d) to use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and (e) to notify Compliance BOI in writing immediately of (i) any unauthorized use of, or access to, the Services or any Subscription User account or password, or (ii) any notice of noncompliance with any applicable law, rule or regulation by you in connection with the Services.
11. Restrictions. You warrant that you shall not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to the Services, (b) provide the Services on a timesharing, service bureau or other similar basis, (c) remove or alter any copyright, trademark or proprietary notice in the Services, (d) develop forked software from the Services, (e) copy any features, functions or graphics of the Services, (f) modify, remove or disable any portion of the Services software, (g) use or modify the Services in any way that would subject the Services to a copyleft license, (h) use the Services to send, store, or authorize a third party to send or store spam, unlawful, infringing, obscene or libelous material, or Malicious Code, (i) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Services or any data therein, (j) access the Services in order to build a competitive product or service or copy its features or user interface, (k) use the Services, or permit it to be used, for product evaluation, benchmarking or other comparative analysis intended for publication, (l) attempt to copy, alter, decompile, reverse engineer, or disassemble any of the Services software programs or code, or (m) otherwise access or use the Services except for the Purposes.
12. Ownership of the Services. Compliance BOI owns and shall own all right, title and interest in and to the Services, including all intellectual property rights in and to the Services and any Modifications (including Modifications created by or for you). This Agreement does not convey or transfer any ownership rights in the Services to any party. You shall have no right to use any names, logos, or trademarks of Compliance BOI without Compliance BOI’s prior written consent. "Modifications" means any work based on or incorporating all or any part of the Services, including, without limitation, modifications, enhancements and customizations to the Services.
13. Compliance BOI’s Rights to Use Customer Data. You hereby grant to Compliance BOI a limited, non-exclusive, fully-paid, royalty-free, transferable (as provided herein) license to access and use all of the data and information made available to Compliance BOI related to our provision of Services to you, in order to provide you the Services, and to develop and provide related services to you and third parties, in accordance with Compliance BOI’s Privacy Policy. Data that is de-identified in accordance with federal and state law shall not be considered Customer Data and Compliance BOI shall have the unrestricted right to so de-identify data and to use such de-identified data for all lawful purposes.
14. Compliance BOI Suppliers. The provisions of this Agreement related to Compliance BOI’s ownership of the Services and other ownership rights, Confidential Information and Intellectual Property Rights, licensing of the Services and the services to Sponsor, the conditions, restrictions, and limits on your’s receipt and use of the Services, and Compliance BOI’s permissions and licenses regarding data use apply equally to the products and services of Compliance BOI’s applicable suppliers, who are intended third party beneficiaries hereunder. "Intellectual Property Rights" means (a) worldwide statutory and common law rights associated with any Patents and applications thereto, (b) works of authorship, including without limitation, copyrights, copyright applications and registrations, and "moral rights," (c) trademarks, service marks and trade names, (d) trade and industrial secrets and Confidential Information, (e) domain name rights, (f) divisions, continuations, renewals, and re-issuances of any of the foregoing, whether now existing or acquired in the future and (g) all other intellectual property rights and proprietary rights enforceable under applicable law. "Patent(s)" means: (i) any patent application or issued patent (including any utility patent, design patent, patent of importation, patent of addition, certificate of addition, inventor’s certificate, re-examination certificate or model of utility) granted by or applied for in the United States or any other country, (ii) any reissue, continuation (in whole or in part), parent, division, extension, renewal or re-examination of any of the foregoing, (iii) any counterpart anywhere in the world of any of the foregoing, and (iv) any patent application that is a continuation, continuing application, continuation-in-part or division of any such application.
15. Compliance BOI’s Intellectual Property. You agree that the forms, emails, information and processes we provide you (the "Compliance BOI IP") are the proprietary and confidential intellectual property of Compliance BOI, and that you will not use or disclose these materials to any third party except as reasonably necessary for your internal business purposes related to your compliance with the Corporate Transparency Act and other applicable laws and regulations. Under no other circumstances will you share, publicize, or disclose Compliance BOI’s forms, emails, or other information materials to any third party without our prior written permission.
16. Confidentiality. "Confidential Information" means all non-public information of a party that is disclosed to the other party related to this Agreement and includes the terms of this Agreement and the Compliance BOI IP. Each party shall use at least a reasonable degree of care to protect the other party’s Confidential Information from unauthorized use or disclosure. Neither party or its agents, employees, officers, directors or representatives shall disclose or use, or cause to be disclosed or used, any Confidential Information of the other party except (a) as permitted by or reasonably required to perform this Agreement or exercise their rights hereunder, (b) to the limited extent necessary for its internal administration, (c) as required by law or governmental regulation after providing the written notice to the disclosing party sufficient to allow it to seek a protective order or other remedy, or (d) as may be required in support of its legal rights and remedies. Confidential Information shall not be disclosed to any third party except those bound by written agreement or professional obligation of confidentiality as restrictive as these terms and who are informed of its confidential nature. Confidential Information shall not include information: (a) previously known to the receiving party without obligation of confidence, (b) independently developed by or for the receiving party without use of or access to the disclosing party’s Confidential Information, (c) acquired by the receiving party from a third party that is not under an obligation of confidence with respect to such information, or (d) that is or becomes publicly available through no breach of this Agreement. The parties agree that improper disclosure of Confidential Information would cause irreparable harm for which the injured party shall be entitled to seek equitable relief such as restraining orders and injunctions, in addition to all other remedies, for any violation or threatened violation of this paragraph, and without obligation of posting a bond or surety. Each party shall give the other prompt written notice of any unauthorized disclosure or loss of the other party’s Confidential Information and shall take all reasonable actions to stop and minimize the effects of such disclosure or loss.
17. WARRANTY DISCLAIMER.
YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT COMPLIANCE BOI’S AND ITS AGENTS’ PROVISION OF SERVICES IS SUBJECT TO MULTIPLE FACTORS OUTSIDE OF THEIR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, UNSETTLED AND VARYING GOVERNMENT AGENCY AND JUDICIAL INTERPRETATIONS OF APPLICABLE LAW, THE ACCURACY AND TIMELINESS OF THE INFORMATION YOU PROVIDE, INTERNET AND THIRD PARTY SERVICE PROVIDER INTERRUPTIONS AND FAILURES, AND OTHER FACTORS.
AS SUCH, YOU AGREE THAT, EXCEPT AS PROVIDED IN SECTION 6, ABOVE, THE SERVICES ARE PROVIDED STRICTLY ON AN "AS IS," "WHERE IS," AND "AS AVAILABLE" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, OR ACCURACY ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
18. LIMITATION OF LIABILITY. EXCEPT AS PROVIDED IN SECTION 5, ABOVE, YOU AGREE THAT IN NO EVENT SHALL COMPLIANCE BOI HAVE ANY LIABILITY TO ANY PERSON OR ENTITY RELATED TO THIS Agreement. YOU ALSO AGREE THAT IN NO EVENT SHALL COMPLIANCE BOI BE LIABLE FOR ANY LOST PROFITS OR REVENUES, HOWEVER CHARACTERIZED, OR FOR ANY INDIRECT, SPECIAL, COVER, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF: (A) THE LEGAL OR EQUITABLE THEORY INVOLVED (WHETHER CONTRACT, TORT, OR OTHERWISE), (B) WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OF THEIR FORESEEABILITY, AND (C) REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. YOU ALSO AGREE THAT IN THE EVENT AND TO THE EXTENT THIS LIMITATION OF LIABILITY OR THE LIMITATION OF LIABILITY PROVIDED IN SECTION 5, ABOVE SHALL NOT BE ENFORCEABLE, THAT COMPLIANCE’S BOI’S TOTAL AND ABSOLUTE LIABILITY TO YOU FOR ANY CLAIM OR CAUSE OF ACTION SHALL BE LIMITED TO THE FEES YOU HAVE PAID COMPLIANCE BOI FOR THE SERVICES, AS LIQUIDATED DAMAGES, AND THAT THIS AMOUNT IS FAIR AND REASONABLE GIVEN THE UNCERTAINTY AND DIFFICULTY OF DETERMINING ACTUAL DAMAGES.
19. CHOICE OF LAW. This agreement and the parties’ performance shall be governed by the substantive and procedural laws of the state of Texas, regardless of the conflict of law provisions of any jurisdiction. You agree that the place of performance of this Agreement is Denton County, Texas, and you agree to submit to the personal and exclusive jurisdiction of the state courts located in Denton County, Texas for the resolution of any dispute related to this Agreement, and you waive any challenge to such jurisdiction and venue and any claim of forum non-conveniens.
20. JURY TRIAL WAIVER. THE PARTIES AGREE TO WAIVE THERE RIGHT TO A TRIAL BY JURY RELATED TO ANY DISPUTE THAT MAY ARISE BETWEEN THEM.
21. Class Action Waiver. YOU AND COMPLIANCE BOI HEREBY WAIVE, WITH RESPECT TO ANY DISPUTE RELATED TO THIS AGREEMENT: (I) THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR ANY OTHER FORUM, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER; AND (II) THE RIGHT TO JOIN OR CONSOLIDATE CLAIMS WITH CLAIMS OF ANY OTHER PERSON. The parties acknowledge that this class action waiver is a material and essential element of this Agreement and shall be enforced to the maximum lawful extent.
22. Third Party Services. From time to time, Compliance BOI may, but has no obligation to, advertise or offer you services provided by independent third party service providers. You understand and agree that your purchase and use of such services shall be between you and the third party service provider alone, pursuant to the terms of your agreement with such third party service provider, and not Compliance BOI, and that Compliance BOI shall have no responsibility or liability whatsoever related to such third party services or your use of them under any circumstances.
23. Changes. We may make changes to these Terms of Service from time to time in our sole and absolute discretion, provided such changes will not be retroactively effective with respect to you to the extent they may work to your detriment, except where any such changes were necessary to comply with applicable law or regulations. Your continued use of the Service after any such changes shall be your acceptance of the changes on a prospective basis.
24. Miscellaneous. Neither party shall be liable for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond its reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party's employees), service disruptions involving hardware, software or power systems not within such party's reasonable control, and denial of service attacks. This Agreement is the entire agreement of the parties related to its subject matter and supersedes all other communications between the parties. You may not assign this Agreement, whether by operation of law or otherwise, without the prior written consent of Compliance BOI, in Compliance BOI’s sole discretion. Any attempted assignment without such consent shall be null and void. This Agreement shall bind and inure to the benefit of the parties, their successors and permitted assigns. The parties are independent contractors. Except as provided herein regarding Compliance BOI’s suppliers, there are no third party beneficiaries to this Agreement. No failure or delay in exercising any right hereunder shall constitute a waiver of that or any other right or a continuing waiver of any right. All waivers of any provision of or right related to this Agreement must be in a writing signed by the waiving party. This Agreement may not be modified or altered except by a written instrument signed by the parties. Any provision of this Agreement held by a court of competent jurisdiction to be illegal or unenforceable shall be modified and interpreted so as best to accomplish the intent of the original provision to the fullest lawful extent without effect on the remaining provisions, which shall remain in full force and effect. Any documents related to this Agreement may be executed in counterparts all of which when taken together shall be deemed an original and the same instrument, and facsimile copies of original signatures and electronic signatures shall be considered the same as originals.