Please read the terms and conditions below for BizFilings' Share Program.
This Agreement represents the terms and conditions that apply to your participation in the Share Program of Business Filings Incorporated (“BizFilings”). For the purposes of this Agreement, “you” and “your” refer to the share 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 application. We then review the application and determine, in our sole discretion, whether to accept or reject as a Share member. Applications may be rejected because the associating website contains obscene, inappropriate or otherwise objectionable material. 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 not be accepted. If your company does not have a website or you intend to refer clients to BizFilings while your website is being constructed, please specify that in your application, as different instructions will be issued to you pending approval of your application.
- Links. Upon execution of this Agreement and acceptance by BizFilings, you will receive a welcome email containing pertinent information regarding your partner account. In this welcome email you will receive a unique URL to refer your clients to when placing orders with BizFilings. Their discount is tied to this URL. If your clients place orders by phone, they should be directed to use the partner code provided in the welcome email. As a Share member, you will have access to BizFilings graphics, banners and content to use on your website. Your welcome email will include instructions on to access this information.
- Services. Share member agrees to inform their clients to use BizFilings' services to provide incorporation, formation and related services 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 Share member. In performing their respective duties under this Agreement, both Share member and BizFilings will be independent contractors. Share member 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 Share member and all office and other overhead expenses. Share member will perform the duties required by this Agreement pursuant only to the authority granted and the restrictions imposed by this Agreement, and Share member 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. Share member 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 Share 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 Share member. 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. As a participant in BizFilings Share program, you will be entitled to provide your clients with a discount on the Net Revenue (as defined below) for each order they place with BizFilings, including Registered Agent. For purposes of this Agreement, "Net Revenue" means the total revenue received on an order less state and/or county filing fees and discounts, less the cost of returns and chargebacks BizFilings incurs on any of your referred Paid Orders. Third party costs, mail forwarding or other non BizFilings delivered services are excluded from receiving commissions. For purposes of this Agreement, "Paid Orders" means any order on which payment has been received by BizFilings and processed. Your clients discount is based on the volume of business that you refer to BizFilings. Initially, your clients are entitled to receive a twenty percent (20%) discount on the first five thousand dollars ($5,000) of Net Revenue generated by Paid Orders from your referrals who follow the Unique URL from you to the BizFilings website. 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 the Effective Date. Additionally, BizFilings shall have the right to change its list prices at any time. Updates will be provided on BizFilings' website.
The discount percentage is subject to increase, up a maximum of thirty percent (30%), in accordance with the following commission structure:
- 20% on the first $5,000 of Net Revenue
- 25% on $5,001 - $10,000 of Net Revenue
- 30% on $10,001 - $15,000 of Net Revenue
- 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 discount automatically to Share members’ referred clients’ orders, where applicable. If your clients place an order by phone with an Incorporation Specialist, they must specify and provide your Share partner code in order to have the applicable discount applied to their order.
- Customers. BizFilings will be responsible for completing incorporation, formation and other state filings and providing ancillary products and services to Share member’s clients as ordered. BizFilings will appear as the incorporator/organizer on the incorporation/formation or foreign qualification documents for Share member 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. BizFilings 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 Share members’ clients; provided that all registered agent communications will be directly with the customers as required by law. 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, Share member shall:
- Comply with all applicable laws and regulations (including applicable data privacy and security laws);
- 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 Share member;
- 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, BizNet, Time to Start Up, Trademark Explorer, Ultimate Business Planner, Incorporation Specialist, Basic Package, Enhanced Package and Deluxe 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, except as authorized by BizFilings; and
- Not include a link to the BizFilings' website in any form of unsolicited communication, such as but not limited to, unsolicited email (spam).
- Our 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 Share member except as expressly authorized by Share member.
- Confidentiality. We will provide you with certain proprietary and confidential information under this Agreement in connection with your offering of BizFilings' incorporation, formation and related services to your 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. Share member 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, Share member 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 Share member solely in connection with its resale of the Services pursuant to this Agreement, shall not be used by Share member 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 OTHER 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. BizFilings' total aggregate liability to you and/or any entity formed by you or on behalf of your customers under this Agreement shall not exceed the amount paid to BizFilings 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 Share member 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 Share Program Terms and Conditions document maintained on our website. Your continued participation as a Share member 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 10, 12, 13, 14, 17 and 18 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 Share member to the address and email provided in your Share Agreement 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.