The provision of the Services (as defined below) by Business Filings Incorporated, by Corporate Brokers is subject to the terms and conditions set forth below. You (“Customer”) (i) acknowledge that you have read and understand these terms and conditions, including any schedules, exhibits and other attachments hereto (collectively, this “Agreement”), (i)i agree to the terms and conditions of this Agreement and (iii) agree to the terms and conditions of any future versions of this Agreement which are posted by Corporate Brokers on the applicable online portal or otherwise made available to you. This Agreement shall be effective as of the date Customer first uses the Services (the “Effective Date”). Customer and Corporate Brokers are sometimes referred to herein individually as a “Party” or together as the “Parties”.
1. SERVICES AND FEES
1.1 Provision and Use of the Services. Corporate Brokers itself or through one or more of its affiliates, subcontractors or other agents (“Corporate Brokers Parties”) shall provide to Customer and its affiliates the services requested by Customer or a Customer User (as defined below) and described at www.Corporate Brokers.com/service/service-descriptions.aspx and any other services requested by Customer or a Customer User and provided by Corporate Brokers (collectively, the “Services“), subject to the terms and conditions set forth herein. If Customer wishes to receive any additional services not described at www.Corporate Brokers.com/service/service-descriptions.aspx, and Corporate Brokers agrees to provide such services, Corporate Brokers may require that the Parties describe such additional services, applicable fees and any required additional terms and conditions in a separate written agreement, upon the execution of which such services shall be included in the Services. Corporate Brokers shall be responsible for the performance of any Corporate Brokers Parties. Customer shall perform all Customer responsibilities and obligations set forth in this Agreement and shall be responsible for the performance of its affiliates, personnel, subcontractors, agents, advisors, representatives and other permitted third parties (“Customer Users”) and shall otherwise cooperate with Corporate Brokers in connection with Corporate Brokers’ provision of the Services. Customer shall use the Services only for the internal business purposes of Customer and Customer Users and shall be responsible for (i) ensuring that each of its Customer Users receiving the Services complies with the terms and conditions of this Agreement and (ii) for any breach of the terms and conditions of this Agreement by any Customer User to the same extent as if such Customer User were “Customer” hereunder. Customer Users shall not include any competitors of Corporate Brokers, and Customer shall not permit any third party to use the Services or Corporate Brokers Products in any way whatsoever without the prior written consent of Corporate Brokers. Without limiting the foregoing, Customer shall not, and shall not permit any person or entity to, offer or use the Services for the benefit of any affiliated or unaffiliated third parties, including in any computer service business, service bureau arrangement, outsourcing or subscription service, time sharing or other participation arrangement. Customer shall not use the Services in a manner contrary to or in violation of any applicable federal, state, or local law, rule, or regulation.
1.2 Customer Information and Instructions. Customer acknowledges and agrees that performance of the Services shall be dependent on the timely completion of Customer’s responsibilities and obligations under this Agreement and that additional fees may apply with respect to any modifications to standard documents or processes made by Customer or at Customer’s request. Notwithstanding anything to the contrary herein, Customer will be responsible for (i) the accuracy and completeness and the compliance, sufficiency and effectiveness under applicable law of all data, documents, templates or other information provided to Corporate Brokers or inputted into Corporate Brokers’ system by Customer or Customer Users or on their behalf, or otherwise modified by them or at their request, and (ii) the consequences of any instructions given by Customer or any Customer User to Corporate Brokers.
1.3 Fees. For Services performed by Corporate Brokers or any Corporate Brokers Party under this Agreement, Customer hereby agrees to pay Corporate Brokers the applicable fees in accordance with Corporate Brokers’ then current standard fee schedules for such Services (or as otherwise agreed by the Parties) and Section 5 below. Customer will also be invoiced for all additional fees (if any) advanced by Corporate Brokers on behalf of Customer or a Customer User including taxes, statutory filing and other fees, correspondent, courier messenger or delivery charges, and any other fees or charges advanced by Corporate Brokers. Corporate Brokers reserves the right to modify the Fees from time to time.
1.4 Corporate Brokers provides general business information and related services. It does not provide legal, accounting, tax or other professional advice. If you need advice concerning the specific applications of our products and services, you should consult with an attorney or other appropriate professional. We will be happy to provide references to attorneys or other appropriate professionals upon request.
2. THE TERM
The term of this Agreement shall be effective as of the Effective Date and continue until the transfer of the corporation established in the owners name.
3.1 Termination. Either Party may terminate this Agreement or a particular Service (i) if the other Party fails to perform any material obligation of this Agreement (including the payment of amounts owed hereunder) and such breaching Party fails to take good faith steps to cure such failure within thirty (30) days after receipt of notice from the other Party specifying such failure in reasonable detail or (ii) if the other Party seeks protection or commences any action under applicable bankruptcy laws or similar laws regarding insolvency or relief for debtor. Corporate Brokers may terminate this Agreement at any time if legally required or upon belief of Customer’s illegal or improper use of the Services.
3.2 Termination for Convenience.
Either Party may terminate the Services or this Agreement at any time during the Term upon 180 days’ prior written notice to the other Party.
3.3 Effect of Termination.
In the event of any such termination, (i) Customer will pay Corporate Brokers for Services (a) provided under this Agreement to Customer up through the date of termination and (b) that Corporate Brokers is legally required to provide to Customer following termination, (ii) with respect to Registered Agent Services, Customer shall also pay all fees in connection with the removal of Corporate Brokers’ name as its Registered Agent in the applicable Secretary of States’ offices, and (iii) all rights (including any access and use rights and licenses) granted to Customer by Corporate Brokers under this Agreement related to the terminated Services shall be terminated.
Unless otherwise provided in this Agreement, Customer shall pay all sales, consumer, use and similar taxes in connection with the Services (other than taxes on Corporate Brokers’ net income).
With respect to all other Services, Corporate Brokers shall submit to Customer a reasonably detailed contract which will set forth the Services used by, or provided to, Customer during the applicable period and the fees charged for such Services, consistent with the terms of this Agreement. Customer agrees to pay Corporate Brokers the applicable invoice amount within thirty (30) days of receipt of such contract.
6. CONFIDENTIAL INFORMATION AND TRADE SECRETS
6.1 Confidential Information. “Confidential Information” includes the terms of this Agreement and all trade secrets, processes, proprietary data, pricing, technology and product information, business and any other proprietary or confidential information provided by the disclosing Party to the receiving Party in connection with this Agreement, but excludes any information which: (a) is generally available to the public through no fault of the receiving Party or any of its affiliates or its or their directors, officers, employees, contractors, subcontractors, or other agents (collectively, a Party’s “Representatives”); (b) is or becomes available to the receiving Party through a source other than the disclosing Party or its Representatives that is not known or reasonably believed to have any legal, contractual or fiduciary duty of confidentiality; or (c) is or has been developed by the receiving Party independently of the disclosing Party or any of its Representatives and their respective Confidential Information. Notwithstanding the foregoing, Customer agrees and acknowledges that anonymized and de-identified data shall not be considered Customer’s Confidential Information and Corporate Brokers shall be permitted to retain and utilize such anonymized and de-identified data.
6.2 Treatment of Confidential Information. Each Party covenants and agrees that it will keep and maintain all Confidential Information of the other Party in strict confidence, using such degree of care as is appropriate and reasonable to avoid unauthorized use or disclosure, it will not disclose the other Party’s Confidential Information to any third party, except with the disclosing Party’s prior written consent or if required by law or in response to a subpoena or other validly issued administrative or judicial process, and it will use and disclose Confidential Information of the other Party solely as necessary to implement or perform its obligations and duties pursuant to this Agreement. Notwithstanding the foregoing, Corporate Brokers shall be permitted to disclose Customer’s Confidential Information to Corporate Brokers’ Representatives involved in the provision of Services. Under no circumstances may the receiving Party disclose any Confidential Information of the disclosing Party to a competitor of the disclosing Party.
6.3 Injunctive Relief. The Parties acknowledge that the unauthorized disclosure of Confidential Information in breach of this Section 6 may cause irreparable injury to the disclosing Party and damages, which may be difficult to ascertain. Therefore, the disclosing Party shall, upon such unauthorized disclosure of any Confidential Information, be entitled to seek injunctive relief or other equitable relief against the receiving Party.
7. OWNERSHIP RIGHTS
All intellectual property rights in the Services and products (including related tutorials and documentation) provided or made available to Customer or a Customer User by Corporate Brokers as a part of the Services (including all improvements, enhancements, modifications or updates) (“Corporate Brokers Products”) shall remain the exclusive, sole and absolute property of Corporate Brokers or the third parties from whom Corporate Brokers has obtained the right to use the Corporate Brokers Products. Intellectual property created by Corporate Brokers pursuant to this Agreement shall be owned by Corporate Brokers. During the Term, Customer shall have a personal, non-transferable, non-exclusive right to access and use the Corporate Brokers Products (including any applicable Corporate Brokers online portal) in connection with the Services solely as set forth in Section 1.1. Customer shall at all times retain all intellectual property rights in all Customer data, proprietary information and materials provided by Customer to Corporate Brokers in connection with the use and receipt of the Services.
Customer represents and warrants that (i) it has the requisite power, authority and capacity to enter into this Agreement on behalf of itself, its affiliates and all other Customer Users and to perform the obligations required of it hereunder; (ii) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have each been duly and validly authorized by all necessary action; (iii) it has or has obtained all necessary authority to order the Services provided by Corporate Brokers; (iv) it has or has obtained all the necessary consents from any affected third parties to provide the information and documents to Corporate Brokers in connection with the Services; and (v) all information, templates and documents provided by or on behalf of Customer or any Customer User to Corporate Brokers hereunder, or otherwise modified by them or at their request, will comply in all respects with applicable law and the requirements of the applicable jurisdictions. (vi) Upon Transfer of ownership there is no refund and Corporate Brokers offer no warranty on any Corporation as Corporate Brokers is not the owner of any corporations being sold.
CORPORATE BROKERS PROVIDES THE SERVICES AND ANY RELATED DOCUMENTATION, SOFTWARE OR EQUIPMENT WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. CORPORATE BROKERS DISCLAIMS AND EXCLUDES ANY AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IRRESPECTIVE OF ANY COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES AND CORPORATE BROKERS SHALL HAVE NO LIABILITY THEREFOR. NO EMPLOYEE OR AGENT OF CORPORATE BROKERS OR ANY CORPORATE BROKERS PARTY IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS ANY OF THE WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT. CORPORATE BROKERS IS NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL ADVICE OR SERVICES. THE SERVICES DO NOT INCLUDE THE PROVISION OF LEGAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE AND SHOULD NOT BE RELIED UPON AS SUCH. IF LEGAL OR OTHER EXPERT ASSISTANCE IS REQUIRED, CUSTOMER SHOULD CONSULT WITH ITS LEGAL COUNSEL OR OTHER APPROPRIATE ADVISORS. CORPORATE BROKERS AND ITS DATA PROVIDERS AND LICENSORS CANNOT AND DO NOT ACCEPT ANY LIABILITY FOR DELAYS, ERRORS OR OMISSIONS IN THE INFORMATION PROVIDED BY STATE OR OTHER GOVERNMENTAL OR THIRD PARTY INFORMATION PROVIDERS OR FILING OR RECORDING SYSTEMS, NOR DOES CORPORATE BROKERS ACCEPT ANY LIABILITY WITH RESPECT TO THE DISCLOSURE OR CUSTOMER’S USE OF INFORMATION OR RECORDS THAT MAY CONTAIN PERSONALLY IDENTIFIABLE INFORMATION.
10. INDEPENDENT CONTRACTOR
Corporate Brokers is acting in performance of this Agreement as an independent contractor.
Neither this Agreement, nor any of the rights or obligations under this Agreement, may be assigned by either Party without the prior written consent of the other. Notwithstanding anything to the contrary in this Agreement, Corporate Brokers may assign this Agreement in whole or in part or any of its rights or obligations hereunder, upon written notice to Customer, to an affiliate of Corporate Brokers; provided that any such assignment shall not release Corporate Brokers from its obligations under this Agreement. All exhibits, schedules, and attachments to this Agreement are incorporated into this Agreement by reference and made a part of this Agreement.
12. NO THIRD-PARTY BENEFICIARIES
The Parties intend that this Agreement will not benefit or create a right or cause of action in or on behalf of any person or entity, other than the Parties.
13. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, including any confidentiality agreement or non-disclosure agreement previously entered into between the parties, and there are no warranties, representations or agreements between the Parties in connection with the subject matter hereof except as set forth in this Agreement. In the event of a conflict between the terms of this Agreement and any exhibit, schedule or attachment, the terms of this Agreement shall govern.