Please read the terms and conditions below for BizFilings' Reseller Program.
This Agreement represents the terms and conditions which apply to your participation in the Reseller Program of Business Filings Incorporated, a Delaware corporation d/b/a BizFilings ("BizFilings"). For purposes of this Agreement, "you" and "your" refer to the Reseller applicant and "we" and "our" refer to BizFilings.
- Execution of the Agreement. By selecting the online acceptance of the terms and conditions of this Agreement, you represent that this Agreement has been validly executed and delivered and constitutes a valid binding obligation against you. You also acknowledge that you have read and understand the terms and conditions of this Agreement and agree to be bound by all its terms and conditions.
- Enrollment. To start the enrollment process, you must submit a completed online Reseller application (the "Reseller Program Registration"). We review the application and determine, in our sole discretion, whether to accept or reject you as a Reseller. We will notify you regarding your application in a timely manner (typically 1-2 business days). Applications not completely filled out with contact name, company name, address, phone number, email address, website and description of your business, will be rejected.
- Links Upon acceptance as a reseller, you will receive a welcome email containing pertinent information regarding your partner account. In this welcome email you will receive a unique URL to use when placing orders with BizFilings. Your discount is tied to this URL. If you place orders by phone, you will use the partner code provided in the welcome email.
- Services. Reseller agrees to use BizFilings' services to provide incorporation, formation and related services to Reseller's customers pursuant to the terms and conditions of this Agreement.
- Independent Business. This Agreement will not in any way create the relationship of principal and agent or employer and employee between BizFilings and Reseller. In performing their respective duties under this Agreement, both Reseller and BizFilings will be independent contractors. Reseller will assume and pay all costs incurred in connection with its solicitation of orders for BizFilings' services pursuant to this Agreement, including, but not limited to, salaries, commissions and expenses of any sales personnel hired by Reseller and all office and other overhead expenses. Reseller will perform the duties required by this Agreement pursuant only to the authority granted and the restrictions imposed by this Agreement, and Reseller will have no authority to enter into contracts, assume or create any liability or make agreements of any nature whatsoever for, in the name of, or on behalf of BizFilings. Reseller will at no time make any representations or hold itself out to the public as having such authority.
- Term. The term of this Agreement shall commence on the date we accept your application into the Reseller Program and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You will only receive the applicable discount on orders BizFilings receives during the term of this Agreement. Notwithstanding any other provisions of this paragraph, this Agreement shall terminate automatically in the event of either party's bankruptcy, insolvency or assignment for the benefit of creditors, and either party may terminate this Agreement effective immediately upon notice to the other party in the event of the conviction of, or commission by, the other party or any principal, officer, shareholder, member, manager, employee, agent or any partner of the other party of any crime which may adversely affect the goodwill or reputation of BizFilings or Reseller. All accounts that have been inactive for 24 months will be terminated. Additionally, we may terminate this Agreement effective immediately if you use BizFilings' name, logo, or graphics or include a link to the BizFilings' website in any form of unsolicited communication such as spam.
- Discounts. Reseller is entitled to receive a discount on BizFilings' services based on the Net Revenue (as defined below) of the Paid Orders (as defined below) it places with BizFilings. For purposes of this Agreement, "Net Revenue" means the total amount of an order less state and/or county filing fees and discounts, less any returns or chargebacks BizFilings incurs on any order from Reseller. Third party costs, mail forwarding, and banking services are excluded from receiving commissions. For purposes of this Agreement, "Paid Orders" means as any orders on which payment has been received by BizFilings and processed.
BizFilings provides a discount on incorporations and related services. BizFilings does not provide a discount on third party services, or any service which a strategic partner provides.
Discounts will not be credited to orders placed prior to BizFilings receiving the Reseller application. Additionally, BizFilings shall have the right to change its list prices at any time. Updates will be provided on BizFilings' website.
- Ordering. BizFilings will provide you with a unique link for accessing BizFilings' website and order forms online. Such link will recognize a partner code assigned by BizFilings to you and will apply the applicable discount automatically to Reseller's orders, where applicable. If you place an order by phone with an Incorporation Specialist, you must specify and provide your Reseller partner code in order to have the applicable discount applied to the order.
- Customers. BizFilings will be responsible for completing incorporation, formation and other state filings and providing ancillary products and services to Reseller as ordered. BizFilings will appear as the incorporator/organizer on the incorporation/formation or foreign qualification documents for Reseller's customers. BizFilings will appear as the registered agent on the incorporation/formation or foreign qualification documents in cases where BizFilings is selected as registered agent. Reseller shall be responsible for all aspects of customer service for its customers relating to BizFilings' services. BizFilings will ship all completed filings and products to Reseller or Reseller's customers depending on Reseller's preferences indicated in the Reseller Application; provided that all registered agent communications will be directly with the customers as required by law. If BizFilings ships to Reseller, Reseller will then ship all materials directly to its customers. All BizFilings rules, prices, policies and operating procedures will apply to sales made under this Agreement. BizFilings expressly reserves the right to add to, delete or modify its services and prices at any time. BizFilings expressly reserves the right to reject any order that does not comply with any of its requirements.
- Your Obligations. In soliciting orders for BizFilings' services under this Agreement, Reseller shall:
- comply with all applicable laws and regulations;
- accurately transmit to BizFilings the information provided by a customer with respect to any requested incorporation, formation or related service;
- immediately forward to the applicable customer all filings, supplies or other products ordered on behalf of a customer by Reseller;
- not engage in any misleading, fraudulent or deceptive activity;
- not use the trademarks, trade names, service marks or logos of BizFilings except as expressly authorized by BizFilings;
- not bid on BizFilings trademarks or domain names in any pay-per-click search engines. This includes variations, combinations and/or lower case variants of any of these terms with or without the “www” prefix or “.com” suffix. This list includes but is not limited to: BizFilings, Business Filings, Business Filings International, Business Filings Incorporated, BizComply, RA Watch, Registered Agent Watch, BizNet, Time to Start Up, Trademark Explorer, Ultimate Business Planner, Incorporation Specialist, Basic Package, Standard Package and Complete Package.
- not use links, which automatically redirect the user to the BizFilings website in your search ads. You may not use any upper or lower case variations of BizFilings.com for any Display or Destination URL listing in paid search campaigns or Cloak or Mask the BizFilings URL in Search Engines.
- not create, publish, distribute, or permit any written material that makes reference to BizFilings without first obtaining our written consent;
- not use BizFilings' name, the BizFilings' logo, any BizFilings' graphics or include a link to the BizFilings' website in any form of unsolicited communication, such as but not limited to, unsolicited email (spam).
- BizFilings' Obligations. In providing its services under this Agreement, BizFilings shall:
- comply with industry standards of providing the incorporation, formation and related services;
- not engage in any misleading, fraudulent or deceptive activity; and
- not use the trademarks, trade names, service marks or logos of Reseller except as expressly authorized by Reseller.
- Confidentiality. We will be provide you with certain proprietary and confidential information under this Agreement in connection with your offering of BizFilings' incorporation, formation and related services to its customers pursuant to this Agreement. Confidential information under this Agreement includes any information or material that is proprietary to BizFilings and that is not generally known. Examples of said information include, but are not limited to, filing turnaround times in the states with respect to which filing services are provided under this Agreement and any information relating to BizFilings' internal filing systems, marketing efforts or registered agent network. Reseller understands and acknowledges that BizFilings has developed or obtained this confidential information by the investment of significant time, effort and expense and that the information is a valuable, special and unique asset of BizFilings that provides BizFilings with a significant competitive advantage. Therefore, in consideration for the sharing of proprietary and confidential information of BizFilings, Reseller agrees that all confidential information provided by BizFilings or obtained from BizFilings shall be regarded as strictly confidential and held in confidence, shall be used by Reseller solely in connection with its resale of the Services pursuant to this Agreement, shall not be used by Reseller to compete with BizFilings with respect to Services provided by BizFilings hereunder and shall not be disclosed, directly or indirectly, to any other person or entity.
- Disclaimer of Warranties and Limitation of Damages and Liability. WE MAKE NO AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR REPRESENTATIONS WITH RESPECT TO INCORPORATION, FORMATION AND RELATED SERVICES AND/OR ANY SERVICES PROVIDED BY US UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Additionally, we make no representations that the operation of our website or services will be uninterrupted or error free and we will not be liable for the consequences of any interruptions or errors. In no event shall BizFilings or any of our agents, employees, officers or directors be liable for consequential, incidental or special damages, including lost profits, even if we have knowledge of the potential loss or damage., and BizFilings' aggregate liability to you and/or any entity formed by you or on behalf of your customers shall be limited only to amounts paid with respect to the incorporation/formation of such entity.
- Acknowledgment of No Legal Services. You hereby acknowledge that BizFilings is an incorporation and formation service company and is not a law firm, and that neither BizFilings nor any of its employees provide legal services or legal advice. Further, no representations or warranties, express or implied, are given regarding the legal or other consequences resulting from the use of BizFilings' incorporation or formation services. Any information provided by BizFilings is for general information and educational purposes only and should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of your specific situation or that of any of your customers.
- Professional Responsibility. Nothing in this Agreement shall be construed to interfere with or otherwise affect the rendering of services by either BizFilings or Reseller in accordance with its independent and professional judgment. Both parties shall perform services substantially in accordance with generally accepted practices and principles of the trade.
- Indemnification. You agree to indemnify and hold harmless BizFilings and its directors, officers, employees, agents and shareholders against any loss, liability, damage or expense that we may sustain by reason of any action or inaction by you in connection with your solicitation of orders for our services under this Agreement or the operation or contents of your website.
- Modification. We reserve the right to modify the terms of this Agreement, in our sole discretion. At a minimum, we will communicate any modification to you by posting updates to the Reseller Terms and Conditions document maintained on our website. Your continued participation as a Reseller after such modification will constitute your acceptance to the modified terms and conditions.
- Survival of Obligations. The parties agree that the obligations imposed by paragraphs 11, 12, 13 and 15 will survive the termination of this Agreement.
- Election of Remedy and Waiver. The exercise of one right or remedy hereunder or at law will not constitute an election or preclude either party from exercising or pursuing all other rights or remedies available to them hereunder or at law. The failure of either party at any time to require performance by the other party of any provision hereof will in no way affect the right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision hereof constitute a waiver of any succeeding breach of the same or any other provision, or constitute a waiver of the provision itself.
- Assignment, Amendment and Severability. Neither this Agreement nor any rights hereunder or interest herein may be assigned by either party without the written consent of the other, which consent will not be unreasonably withheld. This Agreement constitutes the entire agreement between the parties and may not be substituted, varied or abridged in any manner, except as provided herein, unless by written amendment executed by an authorized agent or officer of either party. In the event any provision of this Agreement is found to be void or unenforceable, all remaining provisions of this Agreement will remain in full force and effect.
- Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, United States of America. The parties hereby submit to the jurisdiction of any state or federal court located in New York. The parties agree that jurisdiction and venue for any matter arising out of or pertaining to this Agreement shall be proper only in the state and federal courts located in New York County and the Southern District of the State of New York, United States of America.
- Notice. All notices under this Agreement shall be in writing (standard mail) and email (when sent by BizFilings) and shall be deemed sufficient if delivered personally or if addressed to the receiving party if for BizFilings at 8020 Excelsior Drive, Suite 200, Madison, WI 53717, and if for Reseller to the address and email provided in your Reseller Application or to such other address as such party may designate in writing. Any such notice shall be deemed to have been received by U.S. mail, return receipt requested.