Terms of Use
These Terms of Use constitute an agreement (“Agreement”) between you (“you”, “your”, “user” or “Customer”) and Corporate Filing Solutions, LLC (“CFS”), the owner of the “Filings Made Easy” website (the “Site”). CFS does business under the name “Filings Made Easy” and any references in these Terms of Use to CFS or Filings Made Easy (or “us”, “we” or “our”) refer to CFS. Any of the following actions constitute your agreement, without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement: (i) your engagement of Filings Made Easy to provide business formation, document retrieval, registered agent and any related products or services (“Services”); or (ii) your use of the Site.
Filings Made Easy is a business formation (incorporations and LLC formations), document retrieval and registered agent service. Filings Made Easy and CFS are not law firms or accounting office, and therefore do not provide legal, accounting or tax services or advice. The information contained in the Site is provided for general information only and should not serve as a substitute for legal advice from a qualified lawyer, or accounting or tax advice from a qualified accountant, retained by you.
Term
The term of this Agreement begins upon the earlier of (i) the date you engage Filings Made Easy to provide the Services, or (ii) the date of your first use of the Site. This Agreement will continue until terminated by either party pursuant to the terms hereof.
Order Acceptance Policy
Your submission of your order on the Site or receipt of an email confirmation signifies Filings Made Easy’s acceptance of your order. Filings Made Easy may verify orders to prevent fraud. Should Filings Made Easy suspect the placement of a fraudulent order (even after you have received email confirmation of acceptance of your order), Filings Made Easy may contact you by email or telephone regarding such suspected fraudulent order and, in Filings Made Easy’s sole discretion, interrupt, restrict or terminate your order without notice to you.
Use of Services
You represent and warrant that you are at least 18 years of age or the applicable state age of majority and that you possess the legal right and ability to enter into this Agreement. You agree not to use the Services for any unlawful or abusive purpose or in any way which interferes with our ability to provide Services to our customers, or damages our property.
NO WARRANTIES
THE MATERIALS AND CONTENT CONTAINED IN THE SITE AND THE SERVICES ARE PROVIDED “AS IS.” FILINGS MADE EASY AND CFS, THROUGH AND TOGETHER WITH ITS DIRECTORS, MANAGERS, OFFICERS, STOCKHOLDERS, MEMBERS, AGENTS, REPRESENTATIVES, EMPLOYEES AND AFFILIATED ENTITIES (COLLECTIVELY, THE “CFS AFFILIATES” AND EACH, A “CFS AFFILIATE”) MAKE NO WARRANTIES REGARDING THE MATERIALS, CONTENT OR SERVICES WHATSOEVER AND DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. THE CFS AFFILIATES DO NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON THEIR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. If you rely on the representations or warranties of any third persons with respect to the Services (including without limitation by a lawyer or accountant) beyond those made by Filings Made Easy, your sole remedy for such reliance is against the third person making such representation or warranty.
LIMITATION OF LIABILITY
IN NO EVENT SHALL ANY CFS AFFILIATE BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION REGARDLESS OF WHETHER ANY CFS AFFILIATE HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH DAMAGES) ARISING OUT OF OR RELATING TO THE PROVISION OF SERVICES OR SALE OF PRODUCTS BY FILINGS MADE EASY OR CFS.
YOU AND CFS (INCLUDING ON BEHALF OF FILINGS MADE EASY) AGREE THAT THIS SECTION, “LIMITATION OF LIABILITY”, IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND CFS. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, CFS WOULD NOT PROVIDE THE SITE, MATERIALS, CONTENT OR SERVICES TO YOU.
THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
INDEMNITY
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CFS AFFILIATES, FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSES OR DAMAGES (INCLUDING ATTORNEYS’ FEES), WHETHER KNOWN OR UNKNOWN, ARISING FROM, INCURRED AS A RESULT OF, OR IN ANY MANNER RELATED TO (A) YOUR USE OF THE SERVICES, (B) ANY OTHER PERSON’S USE OF THE SITE ON YOUR BEHALF, REGARDLESS OF WHETHER SUCH USE IS AUTHORIZED BY YOU, OR (C) YOUR PROMISES OR STATEMENTS MADE IN THIS AGREEMENT. YOU HEREBY AGREE TO WAIVE (TO THE EXTENT PERMISSABLE) ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING RELEASES. NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE LIABLE FOR CLAIMS, EXPENSES OR DAMAGES ARISING FROM THE INTENTIONAL OR GROSSLY NEGLIGENT ACTS OF THE CFS AFFILIATES. THIS INDEMNIFICATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Formation Orders
If you cancel your order after payment has been processed by Filings Made Easy but before a preliminary name check has been completed, Filings Made Easy will refund the total order amount less a $50 processing fee. If the order is cancelled after the preliminary name check has been completed but before the formation documents have been sent to the Secretary of State for processing, Filings Made Easy will refund the total amount of the order less a $75 processing fee, provided that the formation document is not already filed with the Secretary of State. Funds paid to Filings Made Easy that have already been paid to the Secretary of State for filing fees or to suppliers are not refundable.
You agree to the “Payment Terms” below with respect to such services and fees.
Links to Other Materials
The sites linked to the Site are not necessarily under the control of Filings Made Easy and Filings Made Easy is not responsible for the content of any linked site or any link contained in a non-affiliated link. Filings Made Easy reserves the right to terminate any link or linking program at any time. Filings Made Easy has selected the links for your convenience. The selection or omission of links is not intended to endorse any particular companies or products. If you decide to access any of the third party sites linked to the Site, you do so entirely at your own risk. Any links to any portion of the Site shall be the responsibility of the linking party, and Filings Made Easy shall not be responsible for notification of any change in name or location of any information on the Site.
Dealing with Advertisers
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. YOU AGREE THAT IN NO EVENT SHALL ANY CFS AFFILIATE BE HELD RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF OR IN CONNECTION WITH ANY DEALINGS WITH SUCH ADVERTISERS.
By selecting a special offer, product, or service from a third-party within the Site, you agree that in order to receive the special offer, product, or service, Filings Made Easy will share certain personal information of yours with the applicable third-party provider. Filings Made Easy is not responsible for the privacy practices or the content of such third-party providers or other non-CFS websites.
Annual Report Orders
Filings Made Easy offers Annual Report filing services. Filings Made Easy’s fee for this service is $30.00 plus the amount of tax or similar payment that is due, as specified by the state. This Agreement will apply to the provision of such services.
Filings Made Easy guarantees that your Annual Report will be paid on time if you select to use Filings Made Easy’s service, are in good standing, and Filings Made Easy receives all necessary information and payment from you prior to the specified payment deadline.
If an order is cancelled after payment has been received by Filings Made Easy, but before any attempt is made to file your Annual Report, a full refund will be issued. If Filings Made Easy is unable to file your Annual Report due to your entity’s current status with the state or because you fail to provide the required information to Filings Made Easy in a timely manner, Filings Made Easy will refund the total order amount less a $25.00 processing fee.
You agree to the “Payment Terms” below with respect to such services and fees.
Service of Process (SOP)
All Service of Process (SOP) documents are sent to Filings Made Easy’s Registered Agent customers via email. It is the Customer’s responsibility to keep a valid email address on file with Filings Made Easy in order to receive paperless SOPs. To opt out of paperless service, please contact our customer service team at customerservice@FilingsMadeEasy.com. You will be responsible for the $20.00 shipping fee for each SOP served upon your company that is not delivered electronically.
Filings Made Easy’s Payment Terms
To ensure uninterrupted service, customers are automatically enrolled in Filings Made Easy’s payment program. Customers may opt out of this program by providing written notice to Filings Made Easy at customerservice@FilingsMadeEasy.com. This program allows Filings Made Easy and CFS to charge the credit or debit card that a customer has on file with Filings Made Easy for renewal of the registered agent service and payment of annual fees that may be due.
Annual report fees/taxes, Filings Made Easy’s fees relating thereto and registered agent fee charges are typically billed in advance. Unless otherwise agreed to in writing, you hereby authorize Filings Made Easy and CFS to bill the credit or debit card that you have on file with Filings Made Easy automatically for all annual report fees/taxes, Filings Made Easy’s fees relating thereto and registered agent fees. No additional notice or consent will be required for such billings. You agree to advise Filings Made Easy of any changes to your credit or debit card account, such as account number, billing address, or expiration date changes.
Billing cycle end dates may change from time to time. If you terminate Filings Made Easy’ registered agent services, Filings Made Easy and CFS shall not provide a refund of any type or amount.
Time is of the essence for all payments. Therefore, you agree to pay Filings Made Easy interest at the lesser of (a) 18% per annum or (b) the highest amount allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of our rights to collect the full amount due under this Agreement. Notice of any disputes must be in writing and received by Filings Made Easy within thirty (30) days after the invoice date or you will waive any objection. Should your credit or debit card decline for any reason, we will attempt to charge it again in five (5) days. If the third attempt to bill your credit card is unsuccessful, we will terminate all Services and will notify you of such termination by email.
Registered Agent services shall be automatically renewed for an additional one year term upon completion of the term then in effect, and the credit or debit card that a customer has on file with Filings Made Easy shall be automatically charged for such renewal unless Filings Made Easy receives prior written notice of non-renewal from the customer at least 30 days prior to the renewal date (which is the anniversary date (or the next business day) of when the company first became a customer of Filings Made Easy). In the event that Filings Made Easy does not receive payment, we reserve the right to terminate registered agent services, which may cause a business to fall out of good standing with the state, among other things.
Modification to Prices or Billing Terms
We reserve the right, at any time, to change our prices and billing methods for the Services, effective immediately upon posting on the Site or by e-mail delivery to you.
Modification; Amendment
We may change or modify this Agreement from time to time, provided that any such change that is material (as determined in our reasonable discretion) will only be made after first providing you with notice of the change. You can review the most current version of this Agreement at any time at our Site (www.FilingsMadeEasy.com). If you do not agree to a material change, you may terminate this Agreement by giving us written notice within 15 days of receipt of our notice of such material change. Any modifications or amendments to this Agreement initiated by you shall only be valid if we provide written confirmation of acceptance of such changes.
Assignment
We may assign all or part of our rights or duties under this Agreement in connection with a sale of all or substantially all the assets of CFS (including the Filings Made Easy Site and operations) to a third party without notice to you; provided any such third party shall be obliged to honor the terms of this Agreement. You may not assign this Agreement without our prior written consent.
Notices
Except as otherwise provided in this Agreement, notices and other communications under this Agreement shall be in writing and shall be delivered, mailed by first-class mail, postage pre-paid or sent by facsimile or electronic mail, addressed, (a) if to you, at the address as kept in our files or at such other address as you shall have furnished to us in writing, or (b) if to us, at Corporate Filings Solutions, LLC, 425 Boylston Street, Third Floor, Boston, Massachusetts 02116 or fax to 888-331-0558, attention: Customer Service Department. Your notice must specify your name and company name. Each such notice, request or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, (ii) if sent by facsimile, when sent and receipt is telephonically confirmed or (iii) if given by any other means, when delivered at the address specified above. Verbal notices shall not be effective.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding that body of law applicable to conflicts of law.
Jurisdiction and Venue
You agree that any suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a Massachusetts state or federal court sitting in Boston, Massachusetts, United States of America. You hereby waive any objection you may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submit to the jurisdiction of any such court in any such suit, action or proceeding.
General Information
If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect.
This Agreement constitutes the entire agreement between CFS (including on behalf of Filings Made Easy) and you with respect to your use of the Site, materials, content and Services, and it supersedes all prior or contemporaneous communications and proposals, whether oral or written, between CFS and you with respect thereto.
Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
Signatures
By accepting this Agreement, you hereby authorize the CFS Affiliates to sign documents on your company’s behalf as an “authorized person” to complete your order and the provision of the Services.
Last Updated on April 22, 2010
