INCORPORATE.COM TERMS AND CONDITIONS OF USE
DECEMBER 17, 2018
YOUR USE OF THIS WEB SITE, CONTENT, AND/OR SERVICES PROVIDED BY INCORPORATE.COM CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS (this "Agreement") INCLUDING THE ARBITRATION/CLASS ACTION WAIVER PROVISION (INCLUDING THE RIGHT TO OPT OUT) SET FORTH IN SECTION 5 BELOW.
incorporate.com Web Site (the "Web Site") is a service made available by incorporate.com. These terms and conditions apply to any and all content, materials, information and software provided on or through the Web Site or by any other means by incorporate.com (collectively referred to herein as the "Content") and on or through any service ("Services") provided to you by incorporate.com, its affiliated companies, or its marketing partners, including without limitation the services described in section 4 below irrespective of whether such services are ordered through the Web Site. The Web Site, Content, and Services are collectively referred to herein as "incorporate.com Services". By accessing, viewing, or using incorporate.com Services, you indicate that you understand and intend this Agreement to be the legal equivalent of a signed, written contract and equally binding.
incorporate.com reserves the right to change this Agreement at any time by posting a new version on the Web Site. Such posting will constitute adequate notice to you. Your continued use of incorporate.com Services after the effective date of such amendment will constitute your acceptance of it.
1. Not Legal Advice
incorporate.com does not provide legal or financial advice at any time. incorporate.com Services are not a substitute for advice from a licensed attorney or accountant. incorporate.com Services are not intended to and do not constitute legal advice and no attorney-client relationship is formed. Submissions to incorporate.com via this Web Site or by any other means are not treated as confidential except for credit card information or other information that is protected by law against disclosure and then only to the extent of such law. You should not act, or refrain from acting, based upon any information on this Web Site or provided by incorporate.com.
This Agreement provides you with a personal, revocable, nonexclusive, nontransferable license to use incorporate.com Services conditioned on your continued compliance with this Agreement. incorporate.com may terminate this license at any time for any reason or no reason at all.
Except as expressly provided in this Agreement, nothing contained herein shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright intellectual property rights or other rights.
3. Limitations on Use
incorporate.com Services may only be used in accordance with this Agreement. Further, specific incorporate.com Services may be subject to additional terms (the "Additional Terms") which will be provided to you if you opt to use such incorporate.com Services. Your use of such incorporate.com Services will constitute your acceptance of the Additional Terms.
Use of incorporate.com Services is limited to lawful business purposes. You may not reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works of incorporate.com Services. You may not use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. You may not use any robot, spider, or other automatic device or manual process to monitor or copy the Web Site or Content without incorporate.com's prior written permission. You may not copy, modify, reproduce, republish, distribute, display or transmit for commercial, non-profit or public purposes all or any portion of the Web Site or Content, except to the extent permitted above. You may not use or otherwise export or re-export the Web Site or any portion thereof, the Content or any software available on or through the Web Site in violation of any laws, including, without limitation, export control laws and regulations. Any unauthorized use of the incorporate.com Services is prohibited.
All material contained on this Web Site and in the incorporate.com Services, unless otherwise indicated, is protected by law, including, but not limited to, United States copyright, trade secret (for password-protected areas), and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, incorporate.com does not grant any express or implied right(s) to users of this Web Site or incorporate.com Services. Any rights not expressly granted herein are reserved.
4. Product Specific Disclosures
Business License Compliance Package. A Business License Compliance Package order covers one location or jurisdiction. To order the Business License Compliance Package for additional locations, contact our customer service department to request a multi-jurisdictional order. Based on the information you provide to us, we contact local government authorities, ask which licenses apply to your business, locate applicable forms, and e-mail the applicable form(s) to you. WE DO NOT GUARANTEE THAT THE BUSINESS LICENSE COMPLIANCE PACKAGE CONTAINS INFORMATION REGARDING ALL AUTHORIZATIONS, LICENSES OR PERMITS NECESSARY TO OPERATE YOUR BUSINESS. COMPLIANCE WITH ALL LAWS AND REGULATIONS REMAINS THE RESPONSIBILITY OF THE USER OF THE BUSINESS LICENSE COMPLIANCE PACKAGE. NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, ARE GIVEN REGARDING THE LEGAL OR OTHER CONSEQUENCES RESULTING FROM THE USE OF OUR SERVICES, REPORTS OR FORMS.
Annual Report Preparation and Filing Services. With the annual report service, we will provide you with monitoring of your upcoming due dates as well as assistance with filing your annual report(s). It is your responsibility to update incorporate.com with any changes to your company information, including owners and officers at least 90 days prior to your Annual Report due date. If you sign up for the service within 90 days of your annual report due date, we will charge the credit card that we have on file and complete your annual report filing with the state without providing additional notice. IF WE NEED ADDITIONAL INFORMATION OR AN UPDATED CREDIT CARD AND CANNOT REACH YOU AFTER FOUR OR MORE ATTEMPTS, WE WILL BE UNABLE TO FILE YOUR ANNUAL REPORT(S). THIS MAY RESULT IN ADDITIONAL FEES, TAXES, EXPENSES, PENALTIES, AND UNFAVORABLE GOVERNMENTAL ACTIONS, INCLUDING BUT NOT LIMITED TO, SUSPENSION, REVOCATION, OR INACTIVE STATUS OF YOUR BUSINESS ENTITY, CRIMINAL CHARGES, INABILITY TO ACCESS COURTS WITHIN CERTAIN JURISDICTIONS, SUSPENSION OF YOUR ABILITY TO DO BUSINESS WITHIN CERTAIN JURISDICTIONS, AND/OR LOSS OF BUSINESS ENTITY AND DOING BUSINESS AS NAMES.
The annual report service is an annual subscription. Based on the service you have purchased, incorporate.com will send you an invoice for your subscription renewal plus state fees for the services to the address we have on file unless you inform us in writing of your desire not to renew 90 days prior to your renewal date. If not notified of cancellation 90 days prior to your annual report filing date, you will be held liable for the subscription renewal cost plus state fees. It is your responsibility to update the credit card information we have on file. IN THE EVENT THAT YOU PURCHASE THIS SERVICE WITHIN 10 BUSINESS DAYS OF AN ANNUAL REPORT DEADLINE(S), WE CANNOT GUARANTEE THAT WE WILL BE ABLE TO FILE SUCH ANNUAL REPORT(S) ON TIME THOUGH WE WILL USE REASONABLE EFFORTS TO MEET ALL FILING DEADLINES.
Registered Agent Services. If you select incorporate.com as the registered agent for your entity, you must pay your registered agent invoice annually for us to continue to provide service to you. Payment is due 45 days prior to the 12-month anniversary date. Changes to this service are regulated by specific state laws. All registered agent fees are non-refundable.
To discontinue this service you must provide proof to incorporate.com that either: (i) incorporate.com or any of its affiliates are not listed as the registered agent with a state or any other official agencies or (ii) your company has been dissolved. incorporate.com will continue to act as registered agent and invoice for the service as long as incorporate.com or any of its affiliates is listed as the registered agent with the state or any other official agencies.
incorporate.com reserves the right to mail you an annual invoice unless notification has been provided that the company is either no longer active with the state, or the registered agent was changed from incorporate.com with the necessary state office. As a condition for using incorporate.com as Registered Agent, you must provide a valid mailing address and are responsible for paying the amount on your invoice for your registered agent fees.
IF YOU DO NOT PAY YOUR REGISTERED AGENT INVOICE WITHIN SIXTY (60) DAYS OF RECEIPT, WE RESERVE THE RIGHT TO RESIGN AS REGISTERED AGENT. THIS MAY CAUSE YOUR ENTITY TO FALL OUT OF GOOD STANDING IF YOU DO NOT APPOINT A NEW REGISTERED AGENT AND MAY RESULT IN ADDITIONAL TAXES, COSTS, PENALTIES, AND OTHER ADVERSE CONSEQUENCES.
Formation Services. You agree that your company name is not approved until you receive an official, state-issued notice or filed document confirming your entity name. Upon receipt of the document, you shall verify that the entity name and related information is true and correct. WE CANNOT GUARANTEE THAT THE PREFERRED COMPANY NAME WILL BE ACCEPTED BY THE STATE OR ANY OTHER OFFICIAL AGENCIES.
5. Arbitration and Class Action Right Waiver
Please read this carefully. It affects your rights. incorporate.com and you agree to arbitrate all disputes and claims arising out of or relating to this Agreement, or to any prior oral or written agreement for incorporate.com Services between incorporate.com and you. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. A party who intends to seek arbitration must first send to the other, by certified mail or overnight courier, a written Notice of Intent to Arbitration ("Notice"). The Notice to incorporate.com shall be addressed to: Attn: General Counsel, 251 Little Falls Drive, Wilmington, DE 19808 ("Arbitration Notice Address"). If we do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or incorporate.com may commence an arbitration proceeding. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by the terms of this Agreement. The arbitration shall be governed by the JAMS Streamlined Arbitration Rules and Procedures, as modified by this Agreement, and shall be administered by JAMS. The JAMS Rules and fee information are available at www.jamsadr.com, by calling JAMS at 1-800-352-5267, or by writing to the Arbitration Notice Address.
incorporate.com agrees to pay one-half the filing fee of any arbitration, with the total costs of arbitration to be borne by the parties to the extent of their respective fault or negligence as determined by the arbitrator; provided, however, if incorporate.com offers you an amount to settle the matter that you reject, and you are then awarded the same amount or less by the arbitrator, than you agree to pay the entire cost of the arbitration, excluding filing fees. You agree that, by entering into this Agreement, you and incorporate.com are waiving the right to a trial by jury. Unless incorporate.com and you agree otherwise, all hearings conducted as part of the arbitration shall take place in the city or county of your billing address. 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. The arbitrator must give effect to the limitations on incorporate.com's liability as set forth in this Agreement and any other applicable agreement or law. You and incorporate.com agree that YOU MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and incorporate.com agree otherwise, the arbitrator may not consolidate proceedings of more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. Notwithstanding any of the foregoing, you may bring an individual action in small claims court.
6. TCPA Consent & Privacy
You expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry. You also agree that we may contact you by e-mail, using any email address you have provided to us or that you provide to us in the future. We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law. For example, we listen to and record calls for quality monitoring purposes.
Credit Card Payment. When you click the "Pay & Complete Order" button, we will charge your credit card. The verification process should take only a few moments.
ACH Payment. Please note that payment by electronic check will delay your request by six business days to allow time for the funds to clear. At the end of this period, if funds are received, your order will be released for processing.
The following payment methods are available only by contacting our service department:
- Multiple Credit Cards. Please contact customer service immediately with credit card information.
- Wire Transfers. Domestic wire transfers generally take 3-5 business days to be received and processed. International wire transfers can take 7-10 business days. Once you have submitted your transfer request, please contact customer service to provide them with your tracking information.
- Mailed Payments.
Deposit. The deposit(s) listed in your order is non-refundable and will be applied towards your total service fee once your request has been completed. State fees and tax clearance (if applicable) are not included in the service fee. You are required to pay the balance of the service fee, and any applicable state filing fees and tax clearance to complete the process. incorporate.com will research the state fees and provide the appropriate paperwork and fee schedule. Once you receive the paperwork and fee schedule, please complete, sign, and return them along with your balance due to us for submission to the state filing office. Once the state approves your filing, we will send you the official evidence.
Recurring Fees. You agree that incorporate.com may charge your credit card on file annually for any renewable services you ordered including, without limitation, Registered Agent Service, Annual Report Preparation and File Service, or any other similar service. It is your responsibility to maintain an updated payment method on file with us in order for us to continue providing the services. You are responsible for notifying us of your desire to cancel the service(s) and to avoid any future charges by contacting us.
8. Refund Policy
If you cancel your order before we have submitted it to a federal, state or local office, incorporate.com will refund the total amount paid for such order less a service fee. If you cancel your order after we have already submitted it, we will use our discretion to determine what portion, if any, we will refund.
All state fees paid to federal, state, or local offices by incorporate.com are nonrefundable.
9. User Information and Service Delivery
Certain sections of the Web Site require you to register. If registration is requested, you agree to provide incorporate.com with accurate, complete registration information. It is your responsibility to inform incorporate.com of any changes to registration information. Each registration is for a single person only, unless specifically designated otherwise on the registration page. incorporate.com does not permit any other person using the sections under your name or access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use.
incorporate.com may act in reliance upon any instruction, information, document, filing, name, email address or user password that meets the Web Site's automated criteria or which is believed by incorporate.com's personnel to be genuine. For any password protected areas, incorporate.com may assume a person entering a user name address and associated password is, in fact, that user or is authorized by that user to act on its behalf. incorporate.com may assume the latest email addresses and registration information on file with incorporate.com are accurate and current. When programmed to do so, incorporate.com may take prescribed actions in the absence of receiving proper and complete contrary instructions.
You agree to review your contact and billing information periodically and notify incorporate.com immediately if there are any updates or corrections. FURTHER, YOU WARRANT AND REPRESENT TO US THAT ALL THE INFORMATION YOU HAVE PROVIDED AND/OR WILL PROVIDE IS TRUTHFUL AND ACCURATE.
INCORPORATE.COM SERVICES ARE PROVIDED ON AN "AS IS" BASIS. INCORPORATE.COM EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. INCORPORATE.COM DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, OUT OF OR IN ANY WAY RELATED TO (A) ERRORS IN OR OMISSIONS FROM ANY INCORPORATE.COM SERVICES, INCLUDING BUT NOT LIMITED TO INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN ANY INCORPORATE.COM SERVICES, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF ANY INCORPORATE.COM SERVICES, OR ANY PORTION THEREOF, (D) YOUR USE OF ANY INCORPORATE.COM SERVICES, (E) YOUR USE OF EQUIPMENT OR SOFTWARE IN CONNECTION WITH ANY INCORPORATE.COM SERVICES OR (F) THE CONTENT CONTAINED IN ANY MARKETING MATERIALS OR EMAILS RELATED TO INCORPORATE.COM SERVICES.
incorporate.com does not provide legal advice. Our services are not a substitute for the advice of an attorney and providing these services to you does not create an attorney-client relationship. Further, incorporate.com cannot advise you where to incorporate or qualify your business. Please note that you may need to register your company in any state where you have a physical presence or do substantial business.
incorporate.com does not represent or warrant that incorporate.com Services are error free or free from other harmful components. We will take steps to the best of our ability to correct all known defects with incorporate.com Services. incorporate.com does not warrant or represent that incorporate.com Services will be correct, accurate, timely or otherwise reliable. incorporate.com may make improvements and/or changes to the features and functionality of incorporate.com Services at any time. Any transaction involving incorporate.com Services between you and incorporate.com is deemed to be a business to business transaction.
Third party content may appear on the Web Site or may be accessible via links from incorporate.com Services. These sites have not necessarily been reviewed by incorporate.com and are maintained by third parties over which incorporate.com exercises no control. Accordingly, incorporate.com expressly disclaims any responsibility for the privacy policies, information collection practices, the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.
11. Limitation on Liability
IN NO EVENT SHALL INCORPORATE.COM BE LIABLE FOR ANY:
- INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND (INCLUDING ATTORNEY'S FEES) RESULTING FROM YOUR USE OF ANY INCORPORATE.COM SERVICES (EXCLUDING SERVICE OF PROCESS) IN AMOUNT IN EXCESS OF THE FEES PAID TO INCORPORATE.COM IN THE PRIOR TWELVE MONTHS;
- INJURY, CLAIM, LIABILITY, DAMAGE, OR DEFAULT OF ANY KIND (INCLUDING ATTORNEY'S FEES) RESULTING DIRECTLY OR INDIRECTLY FROM THE DELIVERY OR FAILURE TO DELIVER SERVICE OF PROCESS IN AMOUNT IN EXCESS OF ALL SERVICE FEES PAID BY YOU TO INCORPORATE.COM FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; OR
- SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING ATTORNEY'S FEES), IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF ANY INCORPORATE.COM SERVICES, INABILITY TO USE THE WEB SITE, OR THE COMPLETENESS OR ACCURACY OF THE CONTENT.
12. Breach of Agreement and Violation of Laws
incorporate.com reserves the right to seek all remedies at law and in equity for violations of all laws and this Agreement, including but not limited to, the right to block access from a particular Internet address to incorporate.com Services and its features, and terminate any services without refund of fees paid.
You agree that you will not use incorporate.com Services for any fraudulent or unlawful purpose. You agree that you have truthfully disclosed your identity as the named individual placing an order, have the authority to form such entity; and are not prohibited from making a transaction by any governing body.
You further agree that you will not infringe on the intellectual property of incorporate.com or third-parties.
If you violate or exceed the scope of this Agreement or infringe our proprietary rights, you acknowledge and agree that we would be irreparably harmed and may (in addition to other relief and without having to post bond) obtain a court order enjoining you from further mischief. You further agree that incorporate.com may, without notice to you, withdraw or dissolve any entities, documents, or filings filed in contravention to this Agreement and resign as your registered agent (if applicable), and that you will indemnify and hold harmless incorporate.com for any liability (including the costs of incorporate.com in taking such action) arising from the violation of this section.
incorporate.com reserves the right to investigate complaints or reported violations of the Agreement and to take any action we deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.
13. Governing Law
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE (USA), WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. YOU ARE RESPONSIBLE FOR COMPLYING WITH YOUR OWN LOCAL LAWS, WHICH MAY VARY WITH RESPECT TO CERTAIN ACTIVITIES OR PEOPLE (e.g., MINORS). You agree that U.S. District Courts can hear cases involving copyright issues between us. Should you have a grievance with us, you agree to arbitrate your dispute in accordance with Section 5 above. In the event that your dispute is not eligible for such arbitration or if a court finds the arbitration provision to be unenforceable, you hereby irrevocably agree that any legal action brought against us will be brought and maintained on an individual basis (and not consolidated with similar cases) within one (1) year after the claim arises or you will be barred from bringing such legal action. If we are required to enforce this Agreement or our rights, you agree it is reasonable to send you legal notices and papers by electronic mail at your stated address.
14. Force Majeure
incorporate.com is not responsible for any delay or failure in performance of any incorporate.com Services in whole or in part for any reason including, without limitation: fires, floods, storms, earthquakes, civil disturbances, disruption of telecommunications, transportation, utilities, services or supplies, governmental action, computer viruses, corruption of data, hacker attacks, incompatible or defective equipment, software or services or otherwise. Nothing herein enlarges any warranty or diminishes any disclaimer under this Agreement.
This Agreement and any Additional Terms reflect our entire and exclusive agreement and supersedes all other agreements regarding this subject matter, whether written or verbal. In the event of a conflict between the terms of this Agreement, Additional Terms and/or any other terms found on this Web Site or in the provision of services provided to you by incorporate.com or any of its affiliated companies, the terms of this Agreement shall control even if the other terms are dated later in time, unless such other terms expressly provide otherwise.
We reserve the right to assign this Agreement or delegate responsibility to any third party, including a party acquiring any of our operating assets or ownership interests. All licenses or permissions granted to you by this Agreement are personal in nature and may not be assigned, sublicensed or otherwise transferred and any attempt to the contrary is void. Any provision of this Agreement found by a court to be illegal or unenforceable shall automatically be deemed conformed to the minimum requirements of law and shall thereupon be given full force and effect as so modified. Waiver of a provision in one instance shall not preclude our enforcement of it on future occasions. Headings are for reference purposes only and have no substantive effect.
This Agreement incorporates by reference any notices contained on the Web Site. The Agreement constitutes the entire agreement with respect to access to and use of incorporate.com Services. If any provision of this Agreement is unlawful, void or unenforceable then that provision shall be deemed severable from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions.
17. Terms, Conditions and Disclosures with respect to North Carolina Transactions
The following additional terms, conditions and disclosures apply to forms or templates to be filed in the State of North Carolina.
Opportunity to Review Completed Form Prior to Purchase
Review of North Carolina Forms
All forms relating to North Carolina entities are reviewed at least annually by an attorney licensed to practice law in the State of North Carolina. Upon written request, incorporate.com will provide North Carolina consumers with the name and address of the reviewing attorneys, as well as the date of the last such review.
No Legal Advice is Being Provided by incorporate.com
As set out above, incorporate.com is not providing you legal advice. Any forms or templates are not a substitute for the advice or services of an attorney.
incorporate.com's Legal Name and Physical Location
The entity providing you templates is either The Company Corporation or incorporate.com. Our physical address is: 251 Little Falls Drive, Wilmington DE 19808.
Disclaimer of Rights/Warranties and Venue Provisions
North Carolina General Statutes Section 84-2.2(a)(5) and (6), unless amended by the North Carolina General Assembly or restricted or limited by the courts, shall supersede any provisions above which limit a consumer's recovery of damages or remedies with respect to forms or templates to be filed in North Carolina or which limit or disclaim any warranties or liability or which provides for jurisdiction or venue outside of North Carolina with respect to North Carolina forms or templates. Please note that under the Federal Arbitration Act, 9 U.S.C. § 2, the North Carolina statute does not affect an arbitration provision. Accordingly, the provisions of Section 5 above relating to arbitration remain applicable to North Carolina forms and templates. If you are purchasing a North Carolina form or template, you expressly agree to arbitration as set out in Section 5.
Consumer Satisfaction Process
If you should have a concern that incorporate.com is engaged in the unauthorized practice of law in North Carolina, we will immediately relay any such concern expressed by you to the North Carolina State Bar.
ADDITIONAL TERMS FOR ONLINE PRESENCE BUILDER SERVICES
Please note that:
- Notwithstanding the Additional Terms set out herein, you will only be able to receive Online Presence Builder Services following confirmation that your order for Registered Agent Services has been successful.
- The Domain Registration Services, Web Hosting Services and Email Services together form the Online Presence Builder Services. In the event one or more of the Domain Registration Services, Web Hosting Services and/or Email Services are terminated or suspended, incorporate.com reserve the right to terminate all such Services without compensation to you.
SECTION A - DOMAIN REGISTRATION SERVICES
1.?Definitions and Interpretation
1.1?In these Additional Terms the following capitalized words have the meanings set out next to them below:
Administrative Contact means an individual or organization authorized to interact with the applicable registry operator on behalf of the Registered Name Holder;
Billing Contact means incorporate.com as the person or entity who is authorized to receive invoices from Naming Authorities in respect of a domain name on behalf of you;
ccTLD means country code top level domain (eg. .uk, .de, .fr etc.);
Domain Registration Services means the registration, renewal, hosting, name server routing and management of any domain names by incorporate.com;
Exceptional Circumstances is where incorporate.com considers that:
- incorporate.com's Acceptable Use Policy has been or may be breached; and/or
- it is necessary to protect incorporate.com or its other customers or the public and/or to minimize incorporate.com's exposure to breach of applicable laws or the risk of civil or criminal proceedings and/or to respond to claims of violation of third party rights;
gTLD means top-level domain(s) of the internet domain name system delegated by ICANN other than any country code (ccTLDs) or internationalized domain name (IDN) country code TLD;
ICANN means the Internet Corporation for Assigned Names and Numbers;
Naming Authorities means (1) ICANN or any equivalent body; or (2) the registry operator or registries responsible for providing gTLDs or ccTLDs or (3) the registry gateway provider responsible for specific types of domain names;
Naming Authority?Conditions has the meaning set out in clause 3.1 below;
Registered Name Holder means the person listed as the legal owner in the WHOIS of any domain name;
Technical Contact means the individual or entity responsible for any technical issues regarding the domain name; and
WHOIS means any public query relating to the registered details of any domain name.
2.1?If you are not the Registered Name Holder of any relevant domain name, you undertake to procure that such Registered Name Holder is bound by the terms of this Agreement as if they were the customer.
2.2?You acknowledge that the sponsoring registrar is Ascio Technologies, Inc. ?Danmark - Filial af Ascio Technologies, Inc. USA. incorporate.com may change the sponsoring registrar at any time and in continuing to use the Domain Registration Services, you authorize incorporate.com to make such a change.
2.3 incorporate.com shall provide Domain Registration Services in respect of a specific list of gTLDs and ccTLDs at any time. This list can be reviewed on the Web Site.
3.?Incorporation of Naming Authority Terms and Conditions
3.1?This Agreement incorporates the terms and conditions of the relevant Naming Authorities as in force from time to time concerning domain name registration, renewal, and management including, without limitation, any applicable dispute resolution policy such as the Uniform Domain Name Dispute Resolution Policy ("UDRP"), Uniform Rapid Suspension ("URS") or any ccTLD specific dispute resolution policy, if applicable (collectively the "Naming Authority Conditions").? In the event of any inconsistency between the terms of this Agreement and any Naming Authorities' terms and conditions, the order of priority shall be as follows: ICANN terms and conditions, registry terms and conditions and this Agreement.
3.2?Your domain names are subject to suspension, cancellation or transfer in accordance with the Naming Authority Conditions to correct mistakes by incorporate.com or any Naming Authority in the registration of the domain name or for the resolution of domain name disputes.
3.3?incorporate.com is not liable for the acts and omissions of the Naming Authorities. ?incorporate.com will provide copies or a link to a relevant page of all applicable Naming Authorities Conditions on the Web Site together with incorporate.com's own domain name policies.
3.4 You acknowledge that this Agreement may be subject to change at any time due to (i) modifications in Naming Authorities' terms and conditions to which incorporate.com must abide; and/or (ii) due to change in business practice of incorporate.com. Your continued use of the Services shall constitute your acceptance of any changes to this Agreement.
4.?Domain Name Registration, Renewal and Transfer
4.1?incorporate.com will use its reasonable endeavors to apply to register requested domain names following acceptance of your order and will notify you of the outcome but incorporate.com gives no guarantee of success. You acknowledge and accept that the Naming Authorities each have different policies and terms and conditions regarding the registration of a domain name and that any order may not be successful. If for any reason the order is unsuccessful, you shall receive a full refund.
4.2?You agree that Ascio Technologies, Inc. ?Danmark - Filial af Ascio Technologies, Inc. USA will be the Billing Contact for domain names that have been successfully registered or transferred to incorporate.com's management. ?You may act as Administrative Contact by changing the applicable setting in your account with incorporate.com but in doing so you acknowledge that you shall be solely responsible for all acts and omissions arising from your role as Administrative Contact. ?You may also act as Technical Contact if you are not using incorporate.com's name servers and provided that you follow the verification request incorporate.com sends to you.
4.3?incorporate.com will notify you by email of renewals seventy-five (75) days, thirty (30) days and five (5) days prior to expiry. ? incorporate.com shall register and renew domain names for one year periods. Notwithstanding this, the registration and renewal period of a domain name shall at all times be subject the relevant Naming Authorities' policies.
All domain name registrations shall be set up for manual renewal, meaning it will be your responsibility to apply and pay for the renewal of any domain name registration.
If payment is not taken successfully, the domain name(s) shall not be renewed by incorporate.com and the domain name(s) will be set to expire and you will be responsible for ensuring the domain names are renewed.
4.4?In the event you wish to renew a domain name registration and/or cancel a domain name registration, you may do so via the Web Site.
4.5 You are fully responsible for providing clear instructions to incorporate.com.
4.6 incorporate.com shall not be obliged to renew any domain name registrations where incorporate.com has not received payment from you to renew the domain name within the applicable renewal period.
4.7 You must carefully check the details on your account with incorporate.com and incorporate.com's (or its third party service provider's) notifications to you of domain name registrations and renewals and inform incorporate.com immediately if anything is incorrect.
4.8?You may transfer a domain name to your account with incorporate.com at any time provided it is a domain name extension that is supported by incorporate.com. Supported domain name extensions can be found on the Web Site. ?incorporate.com reserves the right to refuse to transfer a domain to your account with incorporate.com where any outstanding fees are owed to incorporate.com.
4.9?Any domain names originally registered by a registrar other than incorporate.com but subsequently transferred to your account with incorporate.com are expressly subject to the terms of this Agreement.
Restore/Grace Redemption Periods
4.10?Some domain names will have restore or redemption periods following expiry. If the domain name's registration period has expired but is within its restore or redemption period, you may be able to restore your domain name following expiry if you act within the applicable restore or redemption period set out by the Naming Authority. ?For most TLDs available on the Web Site, you will have 30 days following expiry to restore a domain name and then an additional 30 days following expiry to redeem the domain name, following which it will enter into pending delete status. If you do restore a domain name following expiry, this may be subject to additional fees.
5.?Name Server Routing
5.1?incorporate.com offers you the ability to use incorporate.com's name servers (or its third party service providers' name servers) (the "Name Servers") provided that the domain names using the Name Servers are being managed by incorporate.com. Domain names will be routed through the Name Servers as per the settings recommended by incorporate.com unless incorporate.com is otherwise notified in your order. Name server routing is the technical process through which visitors of your website can be served with content from your web host.
5.2?Unless otherwise agreed, you acknowledge and accept that, if domain names are transferred or removed from the Name Servers:
5.2.1?incorporate.com may remove itself as Technical Contact or other Administrative Contact;
5.2.2?websites at those domains may become inaccessible; and
5.2.3?web and email forwarding will cease and emails may be lost.
6.?Naming Authority Requirements
6.1?You acknowledge that newly registered gTLDs cannot be transferred to another registrar within sixty (60) days of registration or transfer. Some ccTLDs may also not be transferrable within certain time frames.
6.2?incorporate.com will implement Registered Name Holder and registrar transfers only in accordance with Naming Authority requirements. incorporate.com reserves the right to reverse a registered name holder or registrar transfer request if incorporate.com has reason to believe that the transfer was made in error, in breach of this Agreement or in breach of the rights of a third party.
6.3?You must provide accurate and reliable contact details and must promptly (but in any event within seven (7) days) inform incorporate.com of all changes in respect of:
6.3.1?any registration details including: the full name, postal address, email address, voice telephone number, fax number, authorized contact person;
6.3.2?the names of primary and secondary nameserver(s); and
6.3.3?the name, postal address, email address, voice telephone number, fax number of the Technical Contact and Administrative Contact.
You acknowledge that Naming Authorities may request further information pursuant to any domain name registration and you shall provide all such requested information which, where applicable, may include, but shall not be limited to, company incorporation documents, trade mark certificates and local presence eligibility evidence.
6.4?You acknowledge that incorporate.com has to continually verify contact information provided by you for compliance with applicable WHOIS accuracy programs. Such verification may be by email, SMS message or such other method of communication approved by Naming Authorities. ?You shall respond promptly to incorporate.com following such requests and you acknowledge that failure to respond may result in suspension of the domain name until such time as you have provided the correct information.
6.5?In the event that you license use of a domain name to any third party, you shall accept liability for harm caused by wrongful use of the domain name and you must disclose the current contact information provided by your licensee and the identity of the licensee within seven (7) days to a party providing you with reasonable evidence of actionable harm.
6.6?incorporate.com is required to collect and retain certain transactional data relating to every instruction and/or interaction relating to a domain name registration and to provide such information to Naming Authorities. Such data shall include, but shall not be limited to, written communications, confirmations, modifications and any other related correspondence, payment source information, log files, billing records and any other communications information such as source IP address, HTTP headers, telephone, text or fax numbers, email address or instant messaging identifier, and other records concerning registration such as dates, times, zones and sessions. ?You hereby consent to such collection, retention and sharing.
7.1?You shall pay incorporate.com for the Domain Registration Services at the time of submitting your order.? Any failure to provide valid payment shall result in the termination or suspension of the applicable order by incorporate.com and the domain name shall not be registered or renewed (as applicable).
8.1?incorporate.com shall provide the Domain Registration Services for the period of registration of the applicable domain name unless you:
8.1.1?transfer the domain name to another registrar;
8.1.2?allow the domain name registration to expire; or
8.1.3?delete the domain name during its registration period.
8.2?incorporate.com may terminate and/or suspend the provision of Domain Registration Services and/or place transfer prohibitions on your domain name registrations immediately on written notice in the event:
8.2.1?Of Exceptional Circumstances;
8.2.2?Your willful provision of inaccurate or unreliable information, your willful failure to update information provided to incorporate.com within seven (7) days of any change or your failure to respond for over fifteen (15) days to inquiries concerning the accuracy of contact details of any domain name registration; or
8.2.3?incorporate.com is required to do so by applicable law, Naming Authority or other competent authority;?or
8.2.4?Any fees remain unpaid and owing by you.
9.1?You will indemnify, defend and hold harmless incorporate.com and all Naming Authorities (including all directors, officers, employees, subcontractors, agents and their affiliates) against all claims, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) directly or indirectly related to the registration and/or use of any domain name registered in the course of the Domain Registration Services. This indemnity obligation shall expressly survive termination of this Agreement.
10.1?You represent and warrant that the registration of any domain name and the manner in which it is directly or indirectly used will not infringe any intellectual property rights or other legal rights of any third party and you are not registering any domain name for an unlawful purpose.
11.?Intellectual Property Rights
11.1?incorporate.com retains all intellectual property rights in the provision of the Domain Registration Services. ?incorporate.com does not claim any rights or ownership of any domain name registered or transferred by you nor any intellectual property rights underlying any such domain name.
SECTION B - SHARED HOSTING SERVICES
1. Bandwidth and Space Usage
2. Account Sharing
2.1 Account sharing is only permitted when used in conjunction with incorporate.com's hosting plans. incorporate.com reserves the right to immediately terminate accounts, without compensation to you, that (either do or attempt to) share the web space with others or subdivide and resell the web space.
3. Excluded Services
3.1 incorporate.com reserves the right to discontinue and terminate your Shared Hosting Services, without compensation to you, if your web site is involved in any of the following: pornographic sites, intellectual property violations, pirated software (warez), pirated music and web sites, those whose primary business is web advertisement, or any website which violates any law or regulation, these Additional Terms, this Agreement, Acceptable Use Policy and any other applicable terms.
4. Online Subscription
4.1 By accessing the Web Site and/or using the Shared Hosting Service, you are agreeing to an online, paperless subscription for the Shared Hosting Services. You acknowledge that all the information that you submit online is true and correct and will be maintained and updated by you as needed to keep the information current. incorporate.com will have no liability to you as a result of your failure to maintain current subscription information. You agree that the act of signing up for your Shared Hosting Services online or clicking to agree is equivalent to your signature. incorporate.com will bill you for your Shared Hosting Services, in accordance with the billing period.
5. Quality of Services
5.1 Although incorporate.com will make reasonable efforts to provide quality and uninterrupted Shared Hosting Services, this is not guaranteed. incorporate.com will not be responsible for any damages that a Shared Hosting Service interruption may cause to you or to third parties. You are responsible for the usage of your account and any consequences of this usage. You are also responsible for providing routine electronic back-ups for all Data stored on incorporate.com's systems to prevent loss or corruption which includes, but is not limited to, emails and website content.
6. Shared Hosting Service and Fees and Additional Charges
6.1 You agree to pay for the Shared Hosting Services and for additional fees that may be assessed for heavy traffic and excessive space fees. incorporate.com will notify you in the event these fees are incurred. You agree to pay by credit card or other such method as mutually agreed upon. You agree to provide updated credit card and account information online, as may be needed or requested, and in case your card is declined. You understand that non-payment may result in automatic hold on your Online Presence Builder Services. During the hold period, your website will not be accessible. Your website will be reactivated after payment is received in full by incorporate.com. Credit card accounts will be automatically renewed unless notified prior to expiration date of Shared Hosting Service.
7. Automatic Account Upgrade
7.1 incorporate.com may upgrade, with email notice to you, all shared hosting accounts, which do not comply with the restrictions of applicable terms and policies (for example by exceeding your selected shared hosting plan bandwidth and web space), or which are involved in the excluded services stated in Section 3 above, to metered plans with traffic charges and/or web space charges. This is in addition to any other rights incorporate.com may have including those rights set out in Section 3.
8. Termination of Shared Hosting Services
9. Lawful Use of Internet
9.1 You agree to use the Internet and the Shared Hosting Services in accordance with the terms of this Agreement including our Acceptable Use Policy and any other applicable terms together with any applicable laws, rules and regulations.
10. Security and Integrity of Information
10.1 Although incorporate.com implements the industry standard technology for information protection, there is no guarantee that the information on the Internet is absolutely secure or may never be destroyed. You agree to hold incorporate.com harmless in cases of loss of information or loss of privacy.
11. Your Responsibilities when using Shared Hosting Services
11.1 You shall be solely responsible for your website(s) (and all data hosted thereon) and all data hosted on the incorporate.com server and for ensuring that the software elements of your website(s) function satisfactorily. You recognize that the use of the Shared Hosting Services requires knowledge of matters such as, without limitation, system administration and the languages, software and protocols of the Internet. You shall not obtain or attempt to obtain access, through any means, to areas of incorporate.com's network or the Shared Hosting Services which are identified as restricted or confidential. You shall not use scripts which may compromise the security of incorporate.com's servers.
SECTION C - EMAIL SERVICES AND ANTI-SPAM POLICY
1.1 In accepting your application to subscribe to Email Services, incorporate.com grants you a non-exclusive non-transferable, royalty-free and restricted license to use the requested services package, as published on the Web Site at the time such Services are purchased.
2. Provision of Email Services
2.1 The facilities and services provided within the Email Services will be defined by the description of the Services applied for by you on the Web Site at the time of the application, including but not limited to the specification of the storage place and data transfer that will be made available. If the storage or data transfer limits are exceeded, you will not be able to receive or send any emails using the Email Services until you have deleted sufficient emails in your email account.
2.2 In order to use the Email Services, you can only apply to use an email alias or sub-domain which is attached to a domain name owned by you and registered with incorporate.com. The number of email addresses which you can apply for will be subject to a limit as set out on the Web Site.
2.3 Whilst incorporate.com undertakes to use reasonable endeavors to provide Email Services promptly following your order, it is possible that restrictions in the availability of resources may lead to a delay.
2.4 You acknowledge that the provision of your email account does not amount to incorporate.com's approval of your use of email or incorporate.com's servers and shall not under any circumstances constitute a waiver of any of incorporate.com's rights or your obligations under the Agreement.
2.5 On termination of the Agreement, howsoever arising, incorporate.com shall be entitled to immediately stop access to and remove all material from your email account and also to post an appropriate notice regarding the lack of availability of the email account.
2.6 You shall be solely responsible for making and maintaining back-ups of any material on your email account and acknowledge that incorporate.com cannot be held responsible for the consequences of any loss of such material.
3. Term and Renewal
3.1 You can make payments for Email Services annually in advance.
3.2 In all cases, where incorporate.com has not received sufficient and timely payment for Email Services, incorporate.com reserves the right to suspend the Email Services and/or delete the email account, and all related email, contact and calendar data may not be recoverable.
In order to use any of incorporate.com's Email Services, you must abide by this Anti-Spam Policy and this Agreement including the Acceptable Use Policy and applicable laws and regulations including but not limited to those related to spamming, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry.
Spamming is defined as the sending of unsolicited commercial email, unsolicited bulk email or unsolicited facsimile transmissions. These are transmissions that are sent to recipients as, e.g. an advertisement, without first obtaining prior confirmed consent or "opt-in" to receive them from the sender. If you send such unsolicited email to recipients who have not requested to receive it, your email transmission may be considered to be spam.
incorporate.com has a no-tolerance spam policy. In the event incorporate.com discovers you are sending high volumes of emails and considers, exercising its sole discretion, that you are using the Email Services in order to send spam, incorporate.com reserves the right to either suspend your email account and your use of the Email Services, redirect your homepage or implement technical mechanisms until corrective measures are taken or your email account is cancelled.
Although incorporate.com has no obligation to monitor your use of the Email Services or the content provided by you as part of your use of the Email Services, incorporate.com may do so and may block any email messages, remove any such content or prohibit any use of the Email Services that incorporate.com, in its sole discretion, believes may be (or is alleged to be) in violation of this Agreement, including this Anti-Spam Policy.
Using Permission-Based Lists
A permission based list is a list of email addressees (persons or organizations) that have explicitly granted their permission to receive commercial email communications from you. You agree to import, access or use only permission-based lists in connection with your use of the Email Services. You agree that you shall not utilize the Email Services to send any commercial electronic mail message to any person who has opted out or otherwise objected to receiving such messages from you or another sender on whose behalf you may be acting. You cannot mail to distribution lists, newsgroups, or spam/unsolicited email addresses.
Email and facsimile commercial transmissions sent using Our Email Services must include the following:
- Each message that is sent using the Email Service must contain a conspicuous and simple, (e.g. one-click, opt-out method) "unsubscribe" link that allows recipients to remove themselves from your mailing list or "opt out" of receiving further communications from you. You agree that you will not remove, disable or attempt to remove or disable the unsubscribe link.
- You acknowledge that you are responsible for maintaining and honoring the list of unsubscribe requests and taking action on each request within 10 days of being notified of any request for removal or opt-out and the opt-out mechanism must be active for at least 30 days from receipt.
- You acknowledge and agree that you are the sole or designated "sender" of any message sent by you using the Email Services.
- You agree that the "from" line of any message sent by you using the Email Services will accurately and in a non-deceptive manner identify your organization, your product or your service.
- You agree that the "subject" line of any message sent by you using the Email Services will not contain any deceptive or misleading content regarding the overall subject matter of the message.
- You agree to include in any message sent by you using the Email Services: your valid physical address, which may be a valid post office box meeting the registration requirements established by the United States Postal Service and valid and accurate information in the email header ("to" or "from" line).
- You agree to include in any message a legitimate return address and reply-to address.
If you engage in any of these activities when sending commercial communications your transmission may be considered to be Spam:
- using non-permissions-based email or facsimile lists;
- failing to include a working opt-out link in your email;
- failing to honor opt-out requests within 10 days of your receiving such notice;
- using false or misleading information in the subject line;
- using false or misleading information in the header; and/or
ACCEPTABLE USE POLICY
1. This is the acceptable use policy (the "Policy") of incorporate.com and applies to the Online Presence builder that incorporate.com provides to its customers.
2. In this Policy, the following definitions apply:
"Data" means information, documents, text, software, music, sound, photographs, graphics, video, messages and other materials of any kind and in any form, format or media;
"Transmit" means use, facilitate (for example by operating chatroom, discussion groups, FTP sites) generate, link to, upload, post, publish, download, store, disseminate, email, send or receive via or in any way connected with incorporate.com's goods or services.
3. incorporate.com does not actively monitor, censor or directly control any Data generated, stored, transmitted or used in connection with incorporate.com's Services including content displayed on websites or material sent by email. It is your responsibility to fully comply with this Policy. If, however, it comes to incorporate.com's attention that this Policy has been or may be breached, incorporate.com may suspend, disable or terminate any access you have to any Data that is generated, stored, transmitted or used in connection with incorporate.com's services.
4. You must not Transmit any Data, or otherwise use incorporate.com's products or services, or carry out any acts or omissions in any way connected with incorporate.com's products or services (including without limit registration or use of domain names registered through us, hosted on incorporate.com's names servers, or for which incorporate.com or a member of the incorporate.com group is registrar) in a manner which incorporate.com considers, in incorporate.com's discretion, in any way involves or includes or relates to:
- conduct that is unlawful (including breach of any applicable laws, statutes, regulations, standards or codes of conduct whether or not compulsory), harmful, threatening, a nuisance, abusive, harassing, tortious, defamatory, vulgar, obscene, indecent, invasive of another's privacy, hateful, inflammatory, racially, ethnically or otherwise objectionable;
- the infringement of intellectual property or other rights of any third party;
- viruses, trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, damage, destroy or limit the functionality of any software, hardware or Data;
- junk mail, spam, chain letters, pyramid schemes or any similar or fraudulent schemes or any inappropriate form of solicitation; or collection of the responses to any such schemes or solicitation;
- the forging of headers, manipulation of identifiers or otherwise disguising the origin of any Data;
- the provision of false or misleading information;
- denial of service attacks including (without limit) mailbombing, news bombing, trolling, (posting outrageous messages to generate numerous responses), other flooding techniques, deliberate attempts to overload a system, broadcast attacks and any activity designed to cause a computer crash;
- attempting to or gaining unauthorized access to, or interfering with or damaging, incorporate.com's or any third party's computer or Data including (without limit) any attempt to breach authentication or security measures or any attempt to probe, scan or test the vulnerability of a computer system;
- unauthorized monitoring or interception of Data;
- potential or actual interference with or disruption to incorporate.com's computers or services to other customers including excessive use of incorporate.com's incorporate.com server resources or other services;
- violation of acceptable use or similar policies of any internet service providers or connected networks (e.g. sending unsolicited commercial email via incorporate.com's services to the subscribers of any internet service provider that disallows unsolicited commercial email);
- damage to incorporate.com's commercial reputation;
- breach of generally accepted standards of .netiquette. or norms of the internet community.
- the provision of any incorrect or incomplete name, address, email address or telephone number or any other false information or otherwise enter information intended to conceal your identity; or
- attempting to reverse engineer, de code or in any way disassemble any software provided in relation to the provision of services.
Changes to this Policy
5. incorporate.com may vary this policy at any time by varying this page and you are advised to regularly check this Policy for updates. Any changes to the Policy are automatically binding upon you.