Terms of Service
LAST UPDATED: NOVEMBER 20, 2019
This website is operated by Corporations USA, LLC. Throughout the site, the terms "we", "us" and "our" refer to Corporations USA, LLC, its affiliated entities, parent companies, members, employees and agents. Corporations USA, LLC offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
We provide registered agent services only and we are not a law firm. We do not offer legal advice. Any information on our website is for general informational purposes only. This is not a substitute for legal services and your use of this website DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND US.
By visiting our site and/ or purchasing something from us, you engage in our "Service" and agree to be bound by the following terms and conditions ("Terms of Service", "Terms"), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
THIS AGREEMENT, IN SECTION 17 CONTAINS A BINDING ARBITRATION PROVISION GOVERNED BY THE FEDERAL ARBITRATION ACT AND A WAIVER OF CLASS ACTIONS.
SECTION 1 - WEBSITE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site. No one under the age of 13 may use this site.
You may not use our products or services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction, including, but not limited to, United States export and re-export control laws, and copyright laws.
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the Service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or timelier sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products and services are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
5 - PRODUCTS OR SERVICES
We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
We work with a number of incorporation services and reserve the right to allow them to collect the fees related to the Registered Agent Services on our behalf on a subscription basis with the information and credit card information you provide to the other services on their Website. Your registered agent services are set to automatically review on the subscription terms that you sign up for and we, or the incorporation service, will charge the credit card on file with your account at the time of renewal.
To ensure continued service of the purchased Registered Agent Services, you should keep your credit card and other information current.
The current rate for Registered Agent Service is listed on the Website. We collect the renewal rate applicable at the time of the renewal and we reserve the right to increase the service fees at any time without notice to you.
You may notify us to cancel your Registered Agent Services at any time. To do so, we may require proof that new registered agent has been designated with the appropriate state agency. If proof of a substitute registered agent is not received by the renewal date, we may charge you the full fee for the renewal term. If you cancel the service prior to the expiration of the subscription term, you are not entitled to a pro rata refund from us.
If you make or authorize less than the full subscription fee, any accepted payment by us will be considered an incomplete order until full payment is made by you. We reserve the right, in our sole discretion, to reduce your service term. Any accepted partial payments may be subject to additional installment payment processing fees.
If full payment is not timely received by us for the initial order or for any subscription renewal, we reserve the right, in our discretion, to terminate your Registered Agent Services. We may also, in our sole discretion, continue to serve as your registered agent and continue to invoice you for our fees along with any applicable late payment fees or charges. You are fully responsible for any and all consequences related to the termination of Registered Agent Services by us. We, our parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents or representatives, are NOT liable or responsible for any damage or inconvenience caused or alleged to be caused by termination.
If you are served with process more than 15 times per month for two consecutive months, we reserve the right to begin charging you for $20 per receipt of process on a going forward basis.
6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
You agree to provide current, complete and accurate purchase and account information for all purchases made on our website. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. If we determine that you have not provided accurate information to us, we reserve the right, but are not obligated, to cancel the Services to you or take whatever commercially reasonable and necessary steps to remedy any harm or wrongdoing caused by such inaccurate information.
7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools "as is" and "as available" without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
9 - PERSONAL INFORMATION
Because your subscription fees are set to auto-renew, we maintain access to your credit and debit card information through a third-party payment processor. We do not access such information for other purposes without your permission. While credit or debit card information is safeguarded through our third-party service provider, no method of electronic storage is 100% and we cannot guarantee its absolute security.
10 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
To effectively serve as your registered agent, you acknowledge that you are responsible for providing us the following accurate information: (i) the full and accurate legal name of the entity, (ii) the full and accurate fictitious names that the entity does business under in the jurisdiction in which you are asking us to serve as registered agent on behalf of the entity, (iii) prompt notice of any changes to the name of the entity or the fictitious names, and (iv) all relevant contact information for the person or persons to which you would like us to send service of process, documents, notices, or communications that we receive and that are addressed to any entity or fictitious name that you provide us with. We are not in any way responsible to forward any service of process, document, notice, or communication directed, addressed to, or received under a name that you have not provided us with. You specifically authorize us to open any mail that is addressed to (i) any entity for which we are acting as a registered agent at your request, and (ii) any fictitious name that you have provided us with for that entity.
If you file your own document listing us as your registered agent, you must include the full name of Corporations USA, LLC and the address provided to you. If you do not provide accurate information about yourself or correctly list our information, then we cannot guarantee that registered agent services can or will be performed on your behalf. WE DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR YOUR FAILURE TO LIST OUR INFORMATION OR IF YOU PROVIDE US INCORRECT INFORMATION ABOUT YOURSELF.
You agree that you will be responsible for any fees associated with amending any governmental filings to correct your information or to correct our information.
11 - PROHIBITED USES
You are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
You agree that you will not provide or allow anyone else to provide our address to any third-party for any reason, with the exception of providing the address to the department of state for each jurisdiction in which you have engaged us to act as a registered agent. Under no circumstances will we be required to forward mail, payments, solicitations, or other communications we receive as a result of our address being provided to a third-party other than a department of state.
12 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall we, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the services or any products procured using the Service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
13 - INDEMNIFICATION
You agree to indemnify, defend and hold us harmless and our parent, subsidiaries, affiliates, partners, members, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
When we receive process on your behalf, we shall in no event be held responsible for any part of the lawsuit or claim. You agree to indemnify us of all claims brought in these processes and to the extent any third-party makes any claim against us in our capacity as your registered agent. The only liability we will hold is that to provide the services you have hired us to provide.
14 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
15 - TERM & TERMINATION
Unless otherwise agreed upon, the paid Services and the terms of this Agreement will be automatically renewed on the day of the month or year you first engaged us. If, at any time, prior to the expiration of your subscription term, there is a price increase for the Service, you will be charged the new increased price at the next subscription renewal.
You may terminate this Agreement by providing written notice to us here. Without a termination, this Agreement will automatically renew at the end of your initial subscription period.If you do any of the following (which essentially amount to closing your business): (1) voluntarily discontinue your operations in the state where we are your registered agent; (2) abandon your business entity; (3) or wish to terminate our Services for any reason, then you agree to the following:
- We will no longer forward any materials, including service of process to you or anyone you designate after your effective date of termination.
- To the extent your Services include calendar reminders, we are no longer obligated to remind you of any deadlines that may be applicable to you.
- You will take the necessary steps to dissolve your company if you no longer wish to operate it.
- You will replace us with a new registered agent if you are staying in business.
- If you have us prepare the necessary paperwork to terminate or replace us as registered agent, you agree to pay the applicable document preparation fees.
If, after a reasonable amount of time after termination determined in our sole discretion, you have not taken the necessary steps to have us removed as your registered agent, you authorize us as your attorney-in-fact to file the necessary paperwork to resign as the registered agent and you agree to pay us the necessary document preparation and filing fees related to this process. In the alternative, if you have not taken steps to replace or remove as your registered agent by the date of your subscription renewal date, we reserve the right to remain as your registered agent and charge you the subscription amount for those services.
If you terminate these Services for any reason, other than a material breach by us of this Agreement, you are not entitled to a pro rata return of your subscription payment although we reserve the right in our sole discretion to provide to you a pro rata refund.
If, at the time of your subscription renewal, the payment method you have on account with us does not work, we will provide you notice to cure the payment within five days. If a new method is not provided, we reserve the right to immediately terminate our Services pursuant to this Agreement. If there are any late fees caused by a new payment method from you, you agree to pay any late fees charged by the agencies receiving your filings.
You understand that upon termination of our Services, you accept full responsibility for any service of process documents even if they are served upon us for you. You release us from any liability for any documents delivered to us from the date of termination.
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or we may accordingly deny you access to our Services (or any part thereof).
Certain provisions herein intended to survive the termination of this Agreement shall remain enforceable notwithstanding any termination. These provisions include, but are not limited to, Sections 8, 12 and 17.
16 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
17 - EXPORT CONTROL
You may not access, download, use or export the Services in violation of United States export laws or regulations or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority and to assume sole responsibility for obtaining licenses to export or re-export as may be required.
18 - GOVERNING LAW AND DISPUTE RESOLUTION
For the purposes of this Section, references to "Corporations USA, LLC," "you," and "us" include our respective subsidiaries, affiliates, agents, employees, business partners, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products under these Terms or any prior agreements between us.
The arbitrability of any Disputes (as defined below) is governed by the Federal Arbitration Act and not any state laws applicable to arbitrations. Regarding the substantive law of any Disputes, to the maximum extent authorized by law, the laws of the State of Texas govern the non-arbitration related interpretation of this Agreement and the substantive law of any Dispute, regardless of conflict of laws principles.
Arbitration. Any Dispute shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16).
ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT EXCEPT FOR PURSUIT OF TEMPORARY INJUNCTIVE RELIEF. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE.
All determinations as to the scope, interpretation, enforceability and validity of this Agreement shall be made final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction. This arbitration provision shall survive: i) the termination of the Agreement; or ii) the bankruptcy of any party. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force.
NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE.
RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO CORPORATIONS USA, LLC, 4034 WILLOW GROVE ROAD, CAMDEN, DE 19934 AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, (3) YOUR BUSINESS NAME; AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION.
Any arbitration will be conducted by the AAA under its Commercial Arbitration Rules. If the value of the dispute is $75,000 or less, its Supplementary Procedures for Consumer-Related Disputes will also apply. On disputes involving $75,000 or less, we will promptly reimburse your filing fees and pay the AAA's and arbitrator's fees and expenses. You agree to commence arbitration only in your county of residence or in Kent County, Delaware, US. We agree to commence arbitration only in your county of residence. You may request a telephonic or in-person hearing by following the AAA rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually, and only to the extent required to satisfy your individual claim. Nothing herein prohibits us from asking the arbitrator to award us all costs of the arbitration including any administrative and arbitration fees paid by us on your behalf.
If the Dispute is not arbitrated by the choice of the parties or a court does not compel arbitration if either party elects to arbitrate for whatever reason, the Dispute will be decided by a court without any right by either party to a trial by jury. Any such court proceeding, including any efforts to compel arbitration or initially filed lawsuits that arises out of or relates to this Agreement or use of the website shall be decided exclusively by a court of competent jurisdiction located in the Houston, Harris County, Texas.
Dispute is defined as "Any dispute, claim or controversy between you and us, our members, officers, directors, agents, parent companies and vendors that arises out of or relates to this Agreement or use of the website or Service, or otherwise regarding any aspect of your relationship with us that has accrued or may thereafter accrue, whether based in contract, statute (including, but not limited to, any consumer protection statutes), regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence or any other intentional tort), or any other legal or equitable theory.
19 - STATE FEES
Any state filing fees including all fees (state, county, courier, etc.) incurred by us in our performance of the Services are not revenues of ours and you acknowledge that we are paying those fees to the proper agencies on your behalf.
20 - AUTHORIZATION
You acknowledge that by submitting an order to us, either via web or phone that you are allowing us to sign paperwork, electronically or otherwise, on your behalf as an authorized representative.
21 - REFUND POLICY
We want you to be 100% satisfied with our Service. If you feel there was a problem with the Service you received, please contact us here. A customer service representative will be happy to get the issue resolved for you. If there was a filing error made by us, we will correct it for you as quickly as possible at no additional cost. If you decide that you want a refund, all such requests must be submitted within 60 days of purchase.
Your refund will be issued in the same form that it was received. For example, if the payment to us was made by credit card then the refund will be issued to the same credit card used to make the payment. However, if you choose, you may request to receive a credit for future purchases/payments instead of a refund. Please note that all state fees, third-party fees, and all shipping cost are non-refundable. If you request a refund after we have filed the necessary documentation with your state to become your registered agent, we reserve the right to retain a $55 processing fee to remove ourselves as registered agent.
22 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at
Corporations USA, LLC
4034 Willow Grove Road
Camden, DE 19934