General Website Terms
Your use of our website and information provided by us constitutes your agreement to be bound by the terms and conditions set forth in these Terms of Service. The following terms and conditions govern your use of this website, the services offered by BizFilings via the website, and all of the forms, information, software, function, graphics, artwork and any other content, materials and resources available by BizFilings (the "BizFilings Content"). As a user of this website and the BizFilings Content, you are granted a nonexclusive, nontransferable, revocable, limited, personal license to access and use such website and the BizFilings Content in accordance with these terms and conditions. BizFilings may terminate this license at any time for any reason. This limited license terminates automatically, without notice to you, if you breach any of these Terms of Service. BizFilings may make improvements and/or changes to its features, functionality or the BizFilings Content at any time.
BizFilings is an incorporation service company designed to allow you to form your own corporation, limited liability company, limited partnership or limited liability partnership (as allowed by state or local jurisdictional law) in various states or local jurisdictions within the United States. In addition to being able to form your own business, you can use BizFilings for other types of federal, state and county filings as may be offered by BizFilings. BizFilings uses the information provided by you on our order forms to complete the information required on the appropriate federal, state or county forms. By submitting a BizFilings order form and agreeing to the terms outlined in BizFilings' Terms of Service, you agree to allow BizFilings to file the ordered documents on your behalf. On rare occasion, and only when required by state statute, BizFilings will enter your name on web-based Secretary of State filing application as an electronic signature.
Not Legal Advice
BizFilings is not a law firm and neither BizFilings nor any of its employees provide legal or professional services or advice and should not be relied upon as such. If legal or other professional assistance is needed, we recommend that you seek the services of a competent professional. The BizFilings Content should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of your specific situation. No confidential attorney-client relationship is formed through use of this website.
No Insurance or Liability Coverage
BizFilings provides neither insurance nor any other liability coverage with respect to the information provided to us, the BizFilings Content or as the result of our services.
Limitations on Use
Use of this website and the BizFilings Content is limited to lawful business purposes. Any unauthorized use of this website or the BizFilings Content is prohibited. BizFilings may seek any available legal remedy or take any reasonable business steps to prevent the unauthorized use of, or access to, this website and the BizFilings Content, and to prevent access to users who violate these Terms of Service. BizFilings' remedies include the right to seek equitable relief. You may not reverse engineer, disassemble, rent, lease, loan, sell, sublicense, provide information processing services, time-sharing or service bureau-type services to any third party, or create derivative works from this website and the BizFilings Content. You may not use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. You may not use any robot, spider or other automatic device or manual process to monitor or copy this website or the BizFilings Content without BizFilings' prior written permission. You may not copy, download, perform, modify, edit, alter, enhance, reproduce, republish, distribute, re-distribute, display or transmit all or any portion of this website or the BizFilings Content in any manner, except to the extent expressly permitted by these Terms of Service. You may not use or otherwise export or re-export this website or any portion thereof, the BizFilings Content or any software available on or through this website in violation of the export control laws and regulations of the United States of America.
Intellectual Property Rights
Except as expressly set forth in these Terms of Service, nothing contained herein shall be construed as conferring any license or right, by implication or otherwise, under copyright or other intellectual property rights. You agree that this website and BizFilings Content is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
This website may include various product names, business names, logos, slogans and other marks in which BizFilings has a registered trademark interest or other protectable interest (collectively "BizFilings Marks"). It may also includes product names, business names, logos, slogans and other marks in which others have a protectable interest (collectively "Other Marks"). You may not in any way use any BizFilings Marks or Other Marks on this website without the prior express written permission of the appropriate owners.
User Submitted Content
This Website may allow users to post text, images, audio, video, links to other sites, or other content to the Website (“User Content”). As a consequence, you may see materials that have been submitted to this Website by individuals not affiliated with BizFilings. Neither BizFilings nor any of its affiliates endorses these individuals nor are we in any way associated with any of the materials that they may post on this Website or link to from this Website. Neither BizFilings nor its affiliates (nor their respective officers, employees, or agents) shall have any responsibility or liability of any nature whatsoever arising in connection with any materials provided by these individuals or in connection with any conduct of these individuals.
Please note: BizFilings will not publish submissions from small businesses that sell or promote any of the following: pharmaceuticals, drugs, drug paraphernalia, pornography or sexual aids, diet aids, gambling, liquor, tobacco or firearms/weapons. Each user who posts any User Content acknowledges and agrees that BizFilings has the right, in its sole discretion, to take down or remove or alter any and all User Content it deems not appropriate, illegal or otherwise offensive or inaccurate. Any user who posts any User Content hereby represents that such User Content does not violate any third party intellectual property rights and further grants BizFilings a license to show and make this content accessible on the BizFilings website or any successor or affiliate site. By posting any User Content to BizFilings, you hereby agree to indemnify BizFilings from any damages and claims related to the User Content posted on BizFilings, including any infringement, misappropriation, libel or other claims.
Notice for Claims of Intellectual Property Violations and Agent for Notice
If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide BizFilings with the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- A description of the copyrighted work or other intellectual property that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Website, with enough detail that we may find it;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
BizFilings’ Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
Business Filings Incorporated/Wolters Kluwer
2700 Lake Cook Road
Riverwoods, IL 60015
Disclaimer of Warranty
This website, our services and the BizFilings Content are provided "as is" without any warranty of any kind. No representations or warranties express or implied, are given regarding the legal or other consequences resulting from the use of this website, our services or the BizFilings Content. BizFilings does not warrant the accuracy or timeliness of the BizFilings Content, and you agree that BizFilings has no liability for any errors or omissions in the BizFilings content, whether provided by BizFilings or by a third-party. BizFilings does not warrant that (i) the operation of the website or the BizFilings Content will be error-free or uninterrupted; (ii) defects will be corrected; (iii) this website and BizFilings Content are free of viruses or other harmful components; or (iv) this website or BizFilings Content will meet your requirements. BizFilings makes no representation or warranty as to the results that may be obtained from the use of this website or the BizFilings Content that the results may be obtained from such use will be reliable, or that the quality of any product, service, information or other material purchased or obtained by you through this website will meet your expectations. Any materials and/or other data downloaded or otherwise obtained through the use of this website is done at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the downloading of such material or data. BizFilings and its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents and representatives specifically disclaim any warranty, except as otherwise specifically provided elsewhere in this agreement, oral or written, whether express or implied, including without limitation, the implied warranties of merchantability, title, non-infringement, and fitness for purpose. Under no circumstances will BizFilings or its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents or representatives, be liable or responsible for any damage or inconvenience caused or alleged to be caused by the use of this website, our services or the BizFilings Content. This warranty gives you specific legal rights, and you, as licensee, may have other rights that vary from state to state. Some states do not allow the exclusion of implied warranties, so portions of the above may not apply to you.
Limitation of Liability
BizFilings (and its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents and representatives) shall not be liable for any injury, claim, liability or damage of any kind resulting from your use of this website, our services or the BizFilings Content. BizFilings (and its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents and representatives) shall not be liable for any special, direct, indirect, incidental or consequential damages of any kind whatsoever, including without limitation, attorney fees, lost profits, goodwill, business interruption, loss of business information or data, loss of opportunity and the like, in any way due to, resulting from, or arising in connection with the use or inability to use this website, our services or the BizFilings Content.
You agree that your order with BizFilings represents that the information supplied by you or your agent to BizFilings is accurate and complete. Your order with BizFilings also acknowledges that BizFilings is relying upon such information in the preparation and completion of each and all orders without any verification by BizFilings as to its accuracy or completeness. You agree to hold BizFilings and its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents and representatives harmless and defend and indemnify BizFilings from and against any claims, causes of action, damages and liability of whatever kind or nature, including but not limited to court costs and reasonable attorney fees if information provided by you or your agent is inaccurate or incomplete. It is your responsibility to inform BizFilings of any changes or corrections to your information.
If you are not satisfied with our service please contact our customer service department at 800-981-7183.
If an order is cancelled after payment has been taken by BizFilings but before a preliminary name check has been completed, BizFilings will refund the total order amount less a $50 processing fee. If the order is cancelled after the preliminary name check has been completed but before the incorporation documents have been sent to state for processing, BizFilings will refund the total amount of the order less a $75 processing fee provided that the formation document is not already filed with the state. Money paid to BizFilings that has already been paid to the state for filing fees or to suppliers is not refundable.
Shares of Stock and Par Value
BizFilings incorporates C corporations and S corporations with a default number of shares of stock and a default par value on those shares. You have the ability to select a different number of shares and/or par value by changing those numbers within the incorporation order form. Changing the default shares and/or default par value may result in a change to your state filing fees and/or yearly taxes owed to the state of incorporation. If you have questions on the appropriate number of shares or the par value of the shares for your incorporation, please contact an attorney or tax professional.
Special Offers or Add-on Products/Services or Content Provided by Third-Parties
BizFilings occasionally partners with other companies to provide special offers and/or products/services that can be added to a BizFilings formation or other filing order. BizFilings identifies which offers, products or services are provided by third-parties by stating in our order form the name of the company that will fulfill the offer, product or service.
By selecting a special offer, product or service from a third-party within the BizFilings order form, you understand and agree that in order to receive the special offer, product or service, that BizFilings will share certain Personally Identifiable Information for you with the applicable third-party provider.
Third-party content may appear on this website or may be accessible via links from this website. BizFilings is not responsible for and assumes no liability for any mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content contained on any third-party website or in any third-party content appearing on this website. You understand that the information and opinions in the third-party content is neither endorsed by nor does it reflect the opinions of BizFilings.
You acknowledge that BizFilings is providing these links or third-party content to you only as a convenience, and you agree that BizFilings has no liability, obligation or responsibility for any correspondence, purchase or promotion between you and any third-party, or for content or links displayed on such sites to which you may be linked, or products or services offered by, such third-party providers or other non-BizFilings websites.
If an order is cancelled after payment has been taken from BizFilings but before reinstatement has started, BizFilings will refund the total order amount less a $50 processing fee. If an order is cancelled after reinstatement research is completed, BizFilings will refund the total order amount less a $75 cancellation fee.
Initial / Annual Report Orders
BizFilings' Annual Report/Statement Filing System is designed to allow BizFilings to file the Annual Report/Annual Statement for your business. By clicking on the submit button you are authorizing BizFilings to act as your agent to complete and submit this report filing. BizFilings' fee for Annual Report filings for online orders is $59/$72.50/$85, based on the date of submission, plus the amount of tax due, as specified by the state. Orders placed by phone are $85 plus the amount of tax due, as specified by the state. Initial Report filings are $75 plus the amount of tax due, as specified by the state.
BizFilings guarantees that your Annual Report/Statement will be paid on time if you select to use our service, are in good standing and BizFilings receives payment prior to our specified payment deadline.
If an order is cancelled after payment has been taken by BizFilings, but before any attempt is made to file your Initial or Annual Report, a full refund will be issued. If we are unable to file your Initial or Annual Report due to your entity's current status with the state for any reason, BizFilings will refund the total order amount less a $30 processing fee.
BizFilings does not provide tax advice, accounting services or federal or state income tax return filing services. Our service is designed for the Annual Report/Statement only and should not serve as a substitute for accounting and/or legal advice for your federal, state or local jurisdictional taxes.
Service of Process (SOP)
As a part of our Going Green Initiative (to reduce paper waste in the workplace), all Service of Process ("SOP") documents are sent to BizFilings' Registered Agent customers via email. It is your responsibility to keep a valid email on file with BizFilings in order to receive paperless SOPs. To opt out of paperless service, please contact our customer service team. You will be responsible for the $16.95 shipping fee for each SOP served upon your company that is not delivered electronically.
Registered Agent Service and Payment Terms
Registered Agent Service for the first six months is included in all BizFilings incorporation service packages. States require a corporation or LLC to have a registered agent to forward Service of Process and any official correspondence from the Secretary of State or equivalent office.
After the initial six month term, you will be billed $220 per year for Registered Agent Service. To ensure uninterrupted service, Registered Agent Service customers are automatically enrolled in BizFilings' auto-pay program. This program includes leaving an active credit or debit card on file with BizFilings which allows BizFilings to charge the credit or debit card for renewal of the Registered Agent Service subscription. If you do not opt out of this auto-pay program, BizFilings will charge the credit or debit card you provided with the original order and renew you for the service term you selected. We will notify you prior to automatically renewing your service and provide you with an opportunity to opt out.
BizFilings recognizes that privacy is important. We understand the need for you to maintain control over your information and data when using BizFilings. Credit and debit card information is retained as part of the auto-pay program and used only for renewal, payment processing and maintenance of your service and are not used for other purposes without your permission. While credit or debit card information is safeguarded, no method of electronic storage is 100% and we cannot guarantee its absolute security.
You recognize and agree that the cost of service is a good faith estimate. The renewal charge is the current published rate for Registered Agent Service for one year, or multiple year term as applicable. BizFilings reserves the right to increase all service fees at any time without notification to you. We will, however, notify you of any increase in service fees prior to renewing your service.
You may cancel the Registered Agent Service at any time. All cancellations of Registered Agent Service require proof (in writing) that the company has a new registered agent on file with the state. If notification of cancellation is not received in writing prior to the renewal date, you agree that BizFilings may charge the full fee for the renewal service term. If you cancel your Registered Agent Service prior to the expiration of your term, you will not be entitled to a pro-rata refund.
If less than the full fee is paid, any accepted partial payment by BizFilings will be considered an incomplete order until full payment is received by BizFilings or, at BizFilings' sole discretion, a reduction in the Registered Agent Service term. Such accepted partial payment orders may be subject to additional installment payment processing fees.
In the event that BizFilings does not receive full payment based on the terms dictated on your invoice, BizFilings reserves the right to terminate Registered Agent Service. You agree to bear any risk and under no circumstances will BizFilings or its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents or representatives, be liable or responsible for any damage or inconvenience caused or alleged to be caused by termination. You agree to pay reasonable collection costs, if necessary, in the event of non-payment, plus interest on any such amounts at a rate of 1.5% per month.
A $25 fee will be added to all checks returned to BizFilings due to non-sufficient funds or closed accounts. In addition, a bank service fee will be charged on these checks.
Reliance on Instructions
BizFilings may act in reliance upon any instruction, information, document, filing, name, email address or user password that meets this website's automated criteria or which is believed by BizFilings' personnel to be genuine. For any password protected areas, BizFilings may assume a person entering a user name address and associated password is, in fact, that user or is authorized by that user to act on its behalf. BizFilings may assume the latest email addresses and registration information on file with BizFilings are accurate and current. When programmed to do so, BizFilings may take prescribed actions in the absence of receiving proper and complete contrary instructions.
BizFilings reserves the right to seek all remedies at law and in equity for violations of these Terms of Service, including but not limited to the right to block access from a particular Internet address to this website and its features.
BizFilings reserves the right to investigate complaints or reported violations of these Terms of Service and to take any action we deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators or other third-parties and disclosing any information necessary to such persons or entities relating to user profiles, email addresses, usage history, posted materials, IP addresses and traffic information. You acknowledge that BizFilings will have the right to report to law enforcement authorities any action that may be considered illegal, as well as any reports it receives of such conduct. When requested, BizFilings will cooperate fully with law enforcement agencies in any investigation of alleged illegal activity.
BizFilings is not responsible for any delay or failure in performance of the web site in whole or in part for any reason including, without limitation: fires, floods, storms, earthquakes, civil disturbances, disruption of telecommunications, transportation, utilities, services or supplies, governmental action, computer viruses, corruption of data, hacker attack, incompatible or defective equipment, software or services or otherwise. Nothing herein enlarges any warranty or diminishes any disclaimer under these Terms of Service.
Governing Law, Jurisdiction and Legal Notice
These Terms of Service will be governed and construed under the laws of the State of Delaware, U.S.A., without regard to its choice of law provisions. You agree that any action at law or in equity arising out of or relating to this website or the BizFilings Content, including these Terms of Service, will be filed only in the state or federal courts located in Delaware. You consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.
If any term or provision of these Terms of Service is held to be invalid, void or unenforceable by a court or arbitrator of competent jurisdiction, the remainder of these Terms of Service will not be affected, impaired or invalidated and each remaining term or provision will be valid and enforceable to the fullest extent permitted by law.