PLEASE READ THIS LEGAL DISCLAIMER AND TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OUR WEBSITE OR USING OUR SERVICES
A visitor to the Website (as defined below), current Customer (as defined below) or prospective Customer is subject to this Legal Disclaimer and Terms of Service (“Terms”), as set forth below.
You and Us
Welcome to Incfile (“Incfile”, the “Company,” “we,” “us,” and “our”). Formally, we are Incfile.com LLC. We provide our services (“Services”) online, including via our website at www.incfile.com or any website owned by Incfile (collectively the “Website”), and other forms of communications such as email. Providing information on the Website also constitutes part of the Services.
We use the term “User” or “you” or “your” or “Visitor” or “Customer” to mean any past, current, or prospective customer of our Services as well as any visitor to the Website. These Terms apply to each Customer. There will be no fees for Customers to use the Services unless stated explicitly in these Terms or in other notices from Incfile to Customers such as information on the Website.
These Terms govern your access to and use of our Services. By accessing or using the Services (including accessing the Website), you agree to be bound by these Terms as if these Terms were signed by you in ink on a hard-copy agreement. We may also ask you to confirm that you agree to these Terms, including by taking particular actions, such as clicking a button labelled “I Agree” or “Buy Now” or using the Services. Any personally-identifiable information about you or anyone else may be stored on or through the Services (“Personal Data”). So long as you are a Customer, Incfile hereby grants you permission to use the software (“Software”) included in the Website as part of the Services. Your right to use the Software is revocable by Incfile, and is not sublicensable. Moreover, the Software must be used solely for personal use by you.
The information provided in the Website or via any other means of transmission from Incfile is not legal advice, but general information. The content contained on the Website or information contained in any other transmission from Incfile is subject to these Terms.
Incfile reserves the right to change or update these Terms at any time. Changes or updates of these Terms will appear on the Website and/or be communicated to Customer and are effective immediately. Use of the Website or receipt of Services after any such changes constitutes your consent to such changes and updates.
Informational Purposes Only
The purpose and intent of Incfile is to provide you with general information, and not to provide any specific advice (legal or otherwise). The information presented is provided solely for informational purposes and constitutes an advertisement for services. Incfile does not wish to represent anyone desiring legal representation based upon viewing the Website or information provided via email, facsimile, phone conversation, or any other form of transmission. Visitors or recipients of this information should not act upon this information without consulting with legal counsel. None of the information on the Website constitutes professional or legal advice or a recommendation by Incfile, its representatives, agents, or otherwise. Incfile operates exclusively at Customer’s direction and does not offer legal, tax or accounting advice or services, and no information provided by Incfile constitutes legal, tax, or accounting advice.
The transmission and receipt of materials provided by Incfile is not intended to and does not create an attorney-client relationship. Also, providing any of the information made available at the Website or via other forms of transmission does not create a business, legal, or professional relationship.
Information Provided As-Is
Information obtained from Incfile or the Website should NOT be used as a substitute for legal advice from an attorney. It is provided “as is”, is not guaranteed to be correct, complete or up-to-date, and Incfile expressly disclaims all warranties and disclaims any and all liability of responsibility for loss, claim, liability, or damage that is a result of or in any manner related to errors or omissions in the content provided by Incfile or the Website.
Any information, text, graphics, photos or other materials uploaded, downloaded or appearing in connection with our Services or on our Website, including all Personal Data, are collectively referred to as “Content”. When you provide Content to us (“Customer Content”), you warrant to us that you have all rights necessary to provide your Content to us.
In addition to Customer Content, some of the Content on the Services and Website is owned by us (“Incfile Content”), and by partners and other entities (“Third Party Content”). You may use Incfile Content and Third Party Content for your personal use only. Except for Customer Content, you may not share any Content with any other person or entity without the prior written permission of the owner of that Content. For example, you would need to obtain our prior written permission prior to re-posting any Incfile Content to another website or sharing it with others.
We own Incfile Content and the Services, and all intellectual property associated therewith, including copyrights and trademarks. You may not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices in or accompanying the Services or any of the Content other than Customer Content. You may not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Services or any Content, other than Customer Content.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person that originates the Content. We do not monitor the Content posted via the Services. Incfile will not be liable for any Content, including but not limited to any errors or omissions in any Content, or any loss or damage of any kind incurred arising out of the Content or any use of any Content.
Your use of or reliance on any Content or materials posted on our Website or provided to or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Website or in connection with the Services. We do not endorse any opinions expressed via the Services.
You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings or Content that have been mislabeled or are otherwise deceptive.
You grant Incfile and agree to grant Incfile a nonexclusive, perpetual, irrevocable, worldwide, unlimited, assignable, sublicensable, transferable, fully paid-up and royalty-free right and license to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize Customer Content in any form, format or process now known or hereafter discovered, via the Services or otherwise, including but not limited to any Customer-generated Content, ideas, concepts, techniques or data, without any further consent by you, and without any notice or compensation to you or to any third parties (“Content License”). Except for the Content License you grant to us, you retain all ownership or other rights you may have to Customer Content. Prior to providing us with Customer Content, you should retain a copy of Customer Content in a safe place accessible to you.
You are responsible for your use of the Services, for your Content, and for the consequences of what you do.
By Customer providing any email address, phone number, cellular phone number, or any other means of contacting Customer (“Customer Contact Information”), Customer expressly agrees that Incfile can contact such Customer via such Customer Contact Information (including via text messages) for any purpose, including providing information regarding or in connection with the Services, as well as for marketing purposes.
You must be at least 18 years old to register with us and use the Services. You warrant that you have the right, authority and capacity to enter into these Terms as a binding agreement. If anyone under the age of 18 (“Young Person”) provides any Content to us, the Young Person’s parent or guardian may contact us. We will delete any Content provided by the Young Person.
We also reserve the right to access, read, preserve, and disclose any Content, data or other information (including Personal Data) as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce the Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to Customer support requests; or (v) protect the rights, property or safety of Incfile, the Services, our customers and the general public.
The Website contains links to servers maintained by other businesses and organizations, which exist independently from Incfile or the Website. Incfile cannot provide any warranty about the accuracy or source of the information contained on any of these servers or the content of any file a Customer might download from these sites. No such third party is endorsed or recommended by us by virtue of the fact that links to their servers appear on the Website. All accessing and downloading of material from such third party sites is at the Customer’s own risk, for which Incfile is not responsible or liable in any way.
All third party information is provided without any warranty, express or implied, as to its legal effect and completeness.
For the avoidance of doubt, all charges imposed by such third parties - including but not limited to auto-renew fees for registered agent and/or any other services - cannot be reversed, discounted or in any way altered after those charges have been applied to your account.
Disclaimer of Warranties
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR FEEL HARMED BY INCFILE, THE SERVICES, OR ANYTHING RELATED TO THE SERVICES, YOU MAY STOP USING THE SERVICES. TERMINATION IS YOUR SOLE AND EXCLUSIVE REMEDY. IN PARTICULAR, WE DISCLAIM THAT THE SERVICES WILL RESULT IN ANY PARTICULAR FINANCIAL BENEFIT OR OTHER BENEFIT OR SUCCESS TO CUSTOMERS IN ANY WAY.
WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. WE DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR WITHOUT ERRORS. THE OPERATION OF THE SERVICES, INCLUDING THE WEBSITE, MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS. FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONS, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET OR ANY OTHER NETWORK, AND FOR ANY OTHER REASON.
Cancellation Policy and Termination
Incfile may, at its sole discretion, refuse or cancel existing Services to any person or entity for any reason, including for misuse of Incfile promotions. For example, if Incfile were to offer a promotion (such as a promotion on state incorporation), such promotion can only be used once by a Customer and attempting to use such promotion more than once by the same Customer is misuse of Incfile promotions. In such a case, Incfile reserves the right to refuse service or cancel any orders in which a Customer is misusing an Incfile promotion by attempting to use such promotion a second time or more. Incfile is not responsible for any damage or loss that may result from Incfile’s refusal or cancellation of Services for any reason.
An order is generally refundable until payment is forwarded to any government entity, such as a state or the U.S. federal government (typically within twenty-four hours after an order is placed), less a $30.00 cancellation fee and less any other expenses which have been paid or incurred in furtherance of an order, including payments to any entities, including state agencies or the Federal government or third party vendors. Once payment has been forwarded to any government entity or third party, Incfile cannot accept any cancellations or any other changes to an order. In the case of trademark filings, once a trademark search has been conducted or payment has been made to the U.S. Patent and Trademark Office, Incfile cannot accept any cancellations or any other changes to an order. To request an order cancellation prior to Incfile making any payments to a government entity or other third party, or prior to a search being conducted for a trademark filing, your order must be in Review status. You must place your order on hold by clicking on the make changes button inside your order confirmation email and if the cancellation request meets Incfile’s requirements as stated above, as determined by Incfile at Incfile’s sole discretion, then Incfile will honor the cancellation. Instructions to cancel an order or any other changes to an order cannot be accepted by telephone or email. Incfile does not dispute legitimate chargebacks. If, however, an illegitimate or improper chargeback (e.g., a chargeback requested after payment by Incfile to a government entity or third party, or after a trademark search has been conducted) is submitted, Incfile reserves the right to take any actions Incfile deems appropriate at Incfile’s sole discretion. Such actions by Incfile include, but are not limited to, cancelling subscriptions or other Services and the dissolution of any entity formed for which payment was charged back or disputed by Customer. Customer shall be liable to Incfile for all costs incurred by Incfile in dissolving such legal entity. If Incfile is unable or unwilling to dissolve such entity, or if payment was made to the U.S. Patent and Trademark Office for a trademark filing, Customer agrees to dissolve such entity promptly or abandon the trademark filing, at the request by Incfile, or be liable to Incfile for liquidated damages in the amount of five hundred U.S. dollars (US$500) plus any and all costs incurred by Incfile to collect the liquidated damages and dissolve the legal entity, including court costs, arbitration costs, legal fees, and collection costs to the extent not prohibited by applicable law. Incfile reserves the right to dissolve any legal entity which is fraudulently formed by any person who uses a third party’s name without authorization from such third party to form the legal entity, and any person who forms such legal entity shall be liable to Incfile for liquidated damages in the amount of ten thousand U.S. dollars (US$10,000) plus any and all costs incurred by Incfile to collect the liquidated damages and dissolve the legal entity, including court costs, arbitration costs, legal fees, and collection costs to the extent not prohibited by applicable law.
We may terminate these Terms for any reason or no reason, at any time, with or without notice. Any termination by us shall be effective immediately or as may be specified in our notice.
We may restrict, suspend or block the access of any Customer who abuses or misuses the Services. Misuse includes, among other things, infringing any intellectual property rights, using any functionality, feature or capability of the Services to generate, support or transmit any form of spam, engaging in any behavior or activity that we asked you not to do, or any other behavior that we, in our sole discretion, deem contrary to the mission and purpose of Incfile and the Services.
Upon termination, you may lose access to some or all of the Services. We may block access to the Services from an Internet Protocol (“IP”) address or range of IP addresses associated with those of terminated Customers. Upon termination, all licenses and other rights granted to you by us in these Terms will immediately cease, but any licenses you have granted to us will survive termination regardless of the reason for such termination. In addition, any fees invoiced to you prior to termination that have not been paid will continue to be due in accordance with these Terms, and no refunds shall be provided for payments previously made.
Auto-renewal Services and Price Changes
Customer hereby agrees, represents, and confirms that Customer will not use the information presented, products, Services or materials purchased from or provided by Incfile to commit fraud or any other illegal act or crime; to mispresent identity or legal purpose; to misrepresent, misstate, or falsify information on legal documentation; to misrepresent or mistake any fact; or in any other unlawful, illegal or improper manner. Customer hereby agrees to be responsible for any costs, including legal fees, incurred by Incfile in the event Customer fails to conform to this requirement. Customer hereby accepts full liability and shall indemnify, defend and hold Incfile, its owners, agents, employees, representatives, and providers harmless from any and all damages, claims, demands, judgments, expenses, and causes of action asserted against Incfile by any person or local, state or federal government agency arising from or out of any event, circumstance, act or incident resulting from Customer’s use or misuse of the information presented, or products, Services or materials provided by Incfile.
Customer hereby agrees and confirms to give Incfile complete authority to sign documents on Customer’s behalf for the purpose of, and not limited to, completing any order or modification thereof on Customer’s behalf.
Incfile reserves the right to investigate complaints or reported violations of these Terms and to take any and all actions it deems necessary or appropriate including the reporting of any suspicious or suspected unlawful or illegal activity to law enforcement, applicable regulators or other third-parties. Incfile may disclose any information necessary or appropriate in this respect, including Customer-submitted information, profiles, email addresses, usage reports, IP addresses, Customer traffic, and other Customer Content.
You also agree to not act dishonestly, inappropriately or unprofessionally by posting inappropriate, inaccurate, or objectionable Content. Furthermore, you agree not to use software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other part of the Services. You will also not override any security component included in or underlying the Services.
Post-Formation Information and Maintenance
Customer acknowledges that Customer is solely responsible for the post-formation maintenance, reporting, filings, and any other documentation required to maintain formation status and/or legal, tax or other required compliance with applicable federal, state or local government agencies or oversight commissions. Customer acknowledges that Incfile may provide Customer with information regarding post-formation maintenance. Incfile may provide updates, notifications and/or reminders to the postal address or email address or cellular telephone number provided by Customer or as a post or alert to Customer's online account (if applicable) solely as a courtesy and such does not create any liability on the part of Incfile. Incfile is not responsible for: (i) Customer’s action or inaction based on any information provided via email, facsimile, cellular phone text, phone conversation, website posting, alert, or any other form of transmission or communication; (ii) Customer’s failure or inability to receive or access the information; or (iii) Incfile’s decision, in its sole discretion, to cease providing such information. Incfile makes no representation or warranty as to the comprehensiveness or timeliness of the information. Customer acknowledges that it is Customer's sole responsibility to comply with all applicable state, local, federal, or international laws.
Limitation of Liability
CUSTOMER HEREBY AGREES THAT IN NO EVENT SHALL INCFILE BE LIABLE FOR ANY DAMAGE, LOSS, CLAIM, INJURY, OR LIABILITY RESULTING FROM YOUR USE OF THE WEBSITE OR ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR INFORMATION PROVIDED BY INCFILE (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES).
TO THE EXTENT PERMITTED BY LAW, NEITHER INCFILE NOR ANY OF INCFILE AFFILIATES SHALL BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES, IF ANY, YOU PAID INCFILE DURING THE CALENDAR YEAR IN WHICH SUCH EVENT IS CLAIMED TO HAVE OCCURRED, OR USD $100, WHICHEVER AMOUNT IS GREATER.
NEITHER INCFILE NOR ANY OF INCFILE AFFILIATES SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU, ANY ENTITY, OR ANY THIRD PERSON. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER (I) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY, (II) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (III) THE LIMITED REMEDIES PROVIDED IN THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.
Waiver and Release
Customer hereby waives, discharges, and releases Incfile of any and all claims, losses, demands, or liability of any kind against Incfile, its owners, partners, affiliates, representatives, employees, agents, licensors, suppliers, and any other third party providers, whether known, unknown, disclosed or undisclosed, arising out of or in any way connected with your use of the information or Services of Incfile.
Customer also acknowledges and agrees that when third parties provide fulfillment services on Incfile's behalf and such services have been appropriately charged to Customer, including auto-renew fees, such fulfillment services cannot be subject to any type of refund and/or discount after charges for those services have been applied to the Customer's account.
Customer hereby agrees to indemnify, defend and hold harmless Incfile, its owners, partners, affiliates, representatives, employees, agents, licensors, suppliers, and any other third party providers, from and against all claims, losses, expenses, damages and costs, including but not limited to legal costs and fees, arising out of or in any way connected with Customer’s use of the information or Services of Incfile. Customer hereby agrees to indemnify, defend and hold harmless Incfile, its owners, representatives, and employees, from and against all claims, losses, expenses, damages and costs, including but not limited to legal costs and fees, arising out of or in any way connected to Services provided by an affiliate, partner, supplier, third party provider or vendor including but not limited to any act, omission, negligence, or error by such affiliate, partner, supplier, third party provider or vendor.
You agree to defend, indemnify and hold Incfile and its partners, as well as any of our respective subsidiaries, affiliated companies, officers, employees, members, directors, or service providers (“Incfile Affiliates”) harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following alleged activities: (i) your Content or your access to or use of the Services; (ii) any alleged breach of these Terms; (iii) any breach, infringement, misappropriation or violation of any third-party right including without limitation any intellectual property right, publicity right, confidentiality, property right or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, any regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. We ask that you cooperate as reasonably requested by Incfile in the defense of any claim. Incfile reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you. Customer will not in any event settle any claim against Incfile or Incfile Affiliates, without the prior written consent of Incfile, which consent Incfile may refuse in its sole discretion.
Choice of Law and Binding Arbitration
In the event of a dispute between you and Incfile, please contact Incfile customer service for resolution. Any controversy or claim arising out of or relating to the use of the Website, information provided on the Website, or via any other means of transmission from Incfile, or advertisement for Services, or any dispute in connection with these Terms or provision of Services by Incfile, or with respect to any other products, services, or materials provided by Incfile, or Customer’s use of the information provided on the Website, shall be submitted for final and binding arbitration (or online dispute/arbitration resolution) to a single arbitrator, provided that: (1) the arbitrator has at least five (5) years of expertise in the field relevant to the nature of the dispute and; and (2) the arbitrator is not or has not been a contract agent or a former employee of either party. In the event the parties are unable to agree on a single arbitrator who meets the qualifications set forth above, then an arbitrator shall be appointed by and/or under the rules of the American Arbitration Association (“AAA”) within ten (10) days of the date on which a party seeks assistance from the AAA in selection of a neutral arbitrator. The arbitration shall be conducted in accordance with the Commercial Rules and procedures of the AAA, and shall take place in Houston, Texas or in a location otherwise mutually agreed upon by the parties or via an online forum pursuant to online dispute or arbitration resolution processes. The parties further agree that: (1) the arbitration shall not last more than three (3) days; (2) there shall be no discovery other than the exchange of information and materials provided to the arbitrator by each of the parties, for which there shall only be thirty (30) days to accomplish; (3) the arbitrator’s final decision shall be issued within ninety (90) days after the date of selection of the arbitrator or within such period as the parties may otherwise mutually agree; and (4) except as otherwise expressly stated in these Terms, the arbitrator shall have the authority only to award equitable relief and direct, actual damages, and shall not have the authority to award punitive or consequential damages (including, but not limited to lost profits, special, indirect, incidental, or compensatory damages). Notwithstanding anything to the contrary in these Terms, the arbitrator shall have the authority to award liquidated damages and legal fees and costs and any remedy provided in these Terms in favor of Incfile in situations where a user of the Website has acted fraudulently or willfully (such as by registering a legal entity under a third party name without the third party’s consent), or where a Customer requests a chargeback without sufficient justification as determined by Incfile at Incfile’s sole discretion or after Incfile has paid any third party or governmental entity any funds in connection with the order associated with the chargeback. Each party shall be responsible for an equal sharing of the fees, expenses and costs incurred by the arbitrator, and each party shall be responsible for their own costs and any fees of counsel they incur unless stated otherwise in these Terms. The decision of the arbitrator shall be final and binding and may not be appealed.
To accommodate parties and witnesses that may be distant from each other, each hearing shall be conducted and all testimony shall be entered by audio conference or video conference. The award of the arbitrator shall be final and binding on the parties, and may be entered and enforced in any court or other tribunal of competent jurisdiction.
Should the arbitrator determine that the dispute is not arbitrable, Customer and Incfile consent to the exclusive jurisdiction and venue of the state and federal courts located in Houston, Texas, U.S.A.
Nothwithstanding anything to the contrary in these Terms, Infile can, at its sole discretion, choose not to arbitrate a dispute and can choose to file suit in any state or federal court located in Houston, Texas. In such a case, Customer and Incfile consent to the exclusive jurisdiction and venue of the state and federal courts located in Houston, Texas.
Severability. If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be illegal, void, or unenforceable, the provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the parties with respect to the provisions within the context of the overall Terms. If a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms will not be affected.
No Informal Waivers, Agreements or Representations. Any failure to act with respect to a breach of these Terms by one party does not waive the other party’s right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Terms, no representations, statements, consents, waivers or other acts or omissions by either party or its affiliates shall be deemed legally binding unless expressly and specifically documented in a writing that refers to the Terms and states expressly the intent to modify or supplement the Terms.
CUSTOMER HEREBY AGREES THAT CUSTOMER HAS READ AND AGREES WITH THIS LEGAL DISCLAIMER AND TERMS AND CONDITIONS IN ITS ENTIRETY