Please read carefully.
This document was last updated on April 1, 2010.
This is an agreement (“Agreement”) between you, a customer, and CorpNet®, Incorporated, a document filing service provider. In this Agreement, “you” and “your” refer to the customer, and “we”, “us”, “our” and “CorpNet®” refer to CorpNet®, Incorporated, and its shareholders, subsidiaries, affiliates, directors, officers, employees, independent contractors, representatives, or agents.
CorpNet® provides the products and services available on www.corpnet.com (the “Website”), including but not limited to business formation services (including formation of a C-Corporation, S-Corporation, Non-Profit Corporation, Professional Corporation, Limited Liability Company (LLC), Professional Limited Liability Company (PLLC), or any other type of business entity), corporate compliance services, post-formation corporate compliance services, and corporate services and supplies (the “Services”), and the information contained on the Website (the “Information”) to you subject to the following terms and conditions (the “Terms and Conditions”). Specifically, CorpNet® provides information, forms and services to help you complete and file documents within all 50 states or counties in the United States related to your business, including but not limited to forming your own Corporation or Limited Liability Company (LLC), filing a DBA/Fictitious Business Name, Foreign Qualification Filings, Registered Agent Representations, Corporate Compliance services and supplies consisting of Initial & Annual Report Filings, Amendments & Name Changes, Conversions, Mergers, Reinstatements, Dissolutions, Withdrawals, IRS forms & filings and corporate kits and seals, and this Agreement and these Terms and Conditions govern your purchase and our provision of all such Information, forms and Services.
You agree that you are at least 18 years old, or have reached the age of majority in your state, and that you are legally able to enter into a contract with us for Services, and that you have authorized us to help you prepare documents and file them on your behalf. You acknowledge that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms and Conditions.
Payment of Fees
As consideration for the Services, you agree to pay us the applicable service(s) fee as posted on our Website at the time you place your order. All fees payable hereunder are non-refundable except as otherwise provided in the CorpNet® 100% Satisfaction Guarantee. You further agree to provide current, complete and accurate information throughout the application process and to maintain such information to keep it current, complete and accurate throughout the time in which the Services are provided.
If the Services include entity formation, then you have provided us with a name you selected for your entity. You agree that you are responsible for the spelling of the name you have provided and that you have double-checked it and it is the spelling you desire. You understand that once you have submitted your order and once the documents have been submitted for filing to the state office, the name cannot be changed.
We cannot and do not check to see whether the name you select, or the use you make of such name, infringes on the legal rights of others. We encourage you to seek the advice of counsel to investigate whether the name you select or its use infringes on the rights of others. When you submit your order, you represent that such name does not infringe the rights of others and that the name is not being registered for an unlawful purpose. You agree to hold us harmless against claims or liability made by any third parties regarding the name.
Once you select your name and provide it to us, we will perform a preliminary, non-binding name availability search in the appropriate jurisdiction to determine whether it is available to be used in the filing. If your selected name is not available, we will then move on to your second or third choice (if applicable). In the event, you wish to cancel the filing process upon notice that the entity name(s) you’ve chosen for your entity is/are unavailable, CorpNet® will gladly cancel your filing request and refund the service fees paid to CorpNet® minus a $25 cancellation fee. You may request a cancellation of your order by providing a written request for cancellation to CorpNet® and CorpNet® will cancel your order upon receipt of notice and process any refunds.
In the event that you do not include the proper corporate indicator at the end of your entity name, (i.e., “Inc.”, “Incorporated”, “Corp.” “Corporation”, “Limited Liability Company” or “LLC”), CorpNet® will add the “Inc.” or “LLC” suffix at the end of your entity name to complete the processing of your document filing request. We cannot guarantee that the name will be available at any time during the process, even if you have reserved it. You acknowledge that registering or reserving a name does not guarantee that the name will ultimately be available or that it will not be challenged by a third party. You may not rely on the name of your entity or even that your entity has been formed until you receive original, state-issued and approved, entity formation documents, such as Articles of Incorporation or Organization.
Entity Formation Authorization and Release
For Corporate Formations (C-Corps, S-Corps, PC’s & Non-Profits): you hereby authorize CorpNet®, Incorporated and any of it employees, agents, or other designees to act as Incorporator of this corporation on your behalf. You, under penalty of perjury, solemnly swear that the information you are submitting herein is true to the best of your knowledge and that you have no intent to deceive or defraud CorpNet® or any other third parties. You further acknowledge that the individual designated by CorpNet® as the Incorporator of this corporation is NOT a shareholder, director, officer, or other interested party and has no real liability, on-going duty, or other significance. The sole function of the person designated as Incorporator of the Corporation is merely to file Articles Of Incorporation with the appropriate state office.
For LLC Formations: you hereby authorize CorpNet®, Incorporated and any of it employees, agents, or other designees to act as Organizer of this LLC on your behalf. You, under penalty of perjury, solemnly swear that the information you are submitting herein is true to the best of your knowledge and that you have no intent to deceive or defraud CorpNet® or any other third parties. You further acknowledge that the individual designated by CorpNet®, Incorporated as the Organizer of this LLC is NOT a member, manager, or other interested party and has no real liability, on-going duty, or other significance. The sole function of the person designated as Organizer of the LLC is merely to file Articles of Organization with the appropriate state office.
Government Filing Requirements
CorpNet® is not responsible for advising you or reminding you of any requirements or obligations of any governmental body, whether federal, state or local. This includes but is not limited to any obligations to make filings or pay required taxes or fees. Our sole obligation is to make the filing as requested by you in your purchase of Services from us. You will need to educate yourself or seek professional assistance regarding ongoing maintenance requirements and corporate formalities.
No Legal Services Provided
CorpNet® is a document filing service and CANNOT provide you with legal, tax or financial advice. CorpNet® is not a law firm. We are not your attorney nor are we your accountant, nor are we a substitute for an attorney or an accountant, or any other professional service provider. We are simply a document filing company that provides assistance to you in representing yourself. No attorney – client relationship is formed between you and CorpNet® or any of CorpNet’s® shareholders, subsidiaries, affiliates, directors, officers, employees, independent contractors, representatives, or agents, regardless of whether any of those individuals are attorneys. The Information provided on the Website is general information only regarding entity formation and related topics and should not be relied upon by you as legal advice. Although we review your documents for completeness, spelling (other than entity name), grammar and internal consistency, we do not review your documents for legal sufficiency nor do we provide any substantive legal review or make legal recommendations. When you use our Services, you are acting as your own attorney. Setting up a business can be complex and failing to obtain advice from licensed professionals can be costly. We strongly recommend that you seek the advice of an attorney, an accountant and any other service provider as needed to review your individual facts and circumstances to make sure you are making the best choices for your business.
Disclaimer of Warranties
The Services are provided by CorpNet® on an “as is” and on an “as available” basis. To the fullest extent permitted by applicable law, CorpNet® makes no representations or warranties of any kind, express or implied, regarding the Services. CorpNet® hereby disclaims all warranties with regard to the Information and Services provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties; in such jurisdictions the above-referenced exclusion is inapplicable.
Limitation of Liability
CorpNet’s® liability shall be limited in all cases to only those amounts paid to CorpNet® for Services as outlined in the CorpNet® 100% Satisfaction Guarantee.
Neither CorpNet® nor any of its shareholders, subsidiaries, affiliates, directors, officers, independent contractors, agents and employees shall be liable for any damages whatsoever, and in particular they shall not be liable for any special, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue, or loss of use, arising out of or related to the Services, the Website, or the Information contained on the Website, or for any other reason, whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise, even if CorpNet® has been advised of the possibility of such damages. Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages, therefore certain of the above limitations may be inapplicable.
We are not responsible for advising you with respect to your obligations to maintain your legal entity, or to comply with corporate formalities, or to remind you when you have annual reports, tax returns, or any other filing or document due. Our sole responsibility is to provide assistance to you in preparing your form and filing it with the appropriate governmental body.
You agree to indemnify and hold CorpNet® and its shareholders, subsidiaries, affiliates, directors, officers, independent contractors, agents and employees harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of (i) your use of the Services, the Website, or any of the Information contained therein, (ii) a violation of this Agreement, or (iii) infringement by you, or other user of the Services using your computer, of any intellectual property or any other right of any person or entity. If we are threatened by a third party, we may seek written assurances from you concerning your promise to indemnify us. Your failure to provide these assurances may be considered by us to be a breach of this Agreement.
Right to Refuse to Provide Service
CorpNet® reserves the right to cancel your account and refuse to provide services to you, for any reason, at any time, without liability to you.
Order Cancellation Requests
In the event you wish to cancel the filing process prior to CorpNet® processing and submitting your filing documents (e.g. such as upon notice that the entity name(s) you’ve chosen for your entity is/are unavailable), CorpNet® will gladly cancel your filing request and refund the service fees paid to CorpNet® minus a $25 cancellation fee. In the event you wish to cancel the filing process after CorpNet® has initiated processing of your filing documents (e.g. where documents have been processed and forwarded to you for your execution), CorpNet® will gladly cancel your filing request and refund the service fees paid to CorpNet® minus a $50 cancellation fee.
You may request a cancellation of your order by providing a written request for cancellation to CorpNet® by directly contacting the customer service department at CorpNet® or via email to CorpNet® and CorpNet® will gladly cancel your order upon receipt of notice and process any refunds due.
Refunds and Returns
Refunds will be issued only pursuant to the CorpNet® 100% Satisfaction Guarantee and the terms of this Agreement. If you are not satisfied for any reason with our Services, you may request a refund of our service fees. If we make an error in filing your documents, we will promptly correct the error at no additional cost to you. The CorpNet® 100% Satisfaction Guarantee is limited to the refund of CorpNet’s® service fees and does not include refunds for government fees, whether state, federal or local, payments made to any third parties in connection with the Services provided (such as payments to newspapers for publication requirements or notary fees), or shipping and handling fees. You agree that refunds will only be issued if a request for a refund is made within 60 days of purchasing the Service and that no refunds will be issued if the request for a refund is made more than 60 days from the date the Service is purchased. No refunds will be issued for any reason if documentation was sent to you for your signature and you did not return it within 60 days of the date we sent it for your review and execution. If there is a physical product received as part of the purchase, the product must be returned to us within 60 days of the original product ship date to qualify for a refund to the following address:
Resident Agent Services
To Cancel the Corpnet Resident Agent Service, the customer must provide state-certified documents proving that they have “removed Corpnet as a Registered Agent for the subject business entity and that they have properly designated Registered Agent other than Corpnet or CSC.
ATTN: Returns Department
340 N. Westlake Blvd. Ste. 210
Westlake Village, CA 91362
A fee of $25 will be added to all checks returned to CorpNet® or that fail to clear due to non-sufficient funds within an account or a closed account. This is in addition to any fees your bank may impose.
If you establish a user account on our Website, you are entirely responsible for any and all activities which occur under your account whether authorized or not authorized. You agree to notify CorpNet® of any unauthorized use of your account or any other breach of security that is known or should be known to you. Your right to use the Services is personal to you and you agree not to resell or make any commercial use of the Services or the Information without the express written consent of CorpNet®.
Your Information and E-Mail Transmissions
You agree that if you are an agent acting on behalf of a client in any capacity, including but not limited to as an attorney, an accountant, or otherwise, that you are bound by this Agreement. You also agree that if an agent or employee purchased Services on your behalf, you are bound by this Agreement and the Terms and Conditions as a principal.
Modifications and Interruption to Service
CorpNet® reserves the right to modify or discontinue the Website or the Services with or without notice to you. We shall not be liable to you or any third party should we exercise our right to modify or discontinue the Website or the Services at any time. You acknowledge and accept that CorpNet® does not guarantee continuous, uninterrupted or secure access to our Website and operation of our Website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.
Governing Jurisdiction of the Courts of the State of California
This Agreement shall be governed by the laws of the State of California, without giving effect to any choice of law rules. Accordingly, if you choose to access our site you agree to do so subject to the internal laws of the State of California. You submit to the exclusive jurisdiction of the state and federal courts in the County of Los Angeles in the State of California, and you waive any objections to jurisdiction, venue or forum. If you bring a lawsuit against us and lose, then you will be required to pay our attorneys’ fees and costs.
Compliance with Laws
You assume all knowledge of applicable law and are responsible for compliance with any such laws. You may not use the Services in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
We reserve the right, at any time, to modify, alter, or update the terms and conditions of this Agreement without prior notice. Modifications shall become effective immediately upon being posted at CorpNet.com®. Your continued use of the Website or the Services after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.
If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent.
You agree that this Agreement and any other agreements referenced herein may be assigned by CorpNet®, in our sole discretion, to a third party in the event of a corporate restructuring, merger or acquisition.
Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. Neither failure nor delay on the part of CorpNet® to exercise any right, remedy, power or privilege hereunder nor course of dealing between the parties shall operate as a waiver thereof, or of the exercise of any other right, remedy, power or privilege.
BY USING THE SERVICES UNDER THIS AGREEMENT, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTAND, AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND THE TERMS AND CONDITIONS HEREIN. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE NOTIFY US IMMEDIATELY.
Thank you for choosing CorpNet® as your document filing service. CorpNet® is committed to receiving your 100% customer satisfaction…or your money back! If you are ever less than 100% satisfied with our services, please contact our customer service team Toll-Free at 1.888.449.2638 or Direct at 1-805-449-CNET(2638) and we will make every effort to make things right and make you a 100% satisfied customer.
From all of us at CorpNet®, may you be as passionate about your business as we are about our service!
The CorpNet® Team