THIS AGREEMENT - TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, LICENSES, AND ALL OF THE LEGALZOOM TERMS, RULES, AND POLICIES - COLLECTIVELY CONSTITUTE THE "AGREEMENT" BETWEEN YOU AND LEGALZOOM. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS OR DELETIONS ARE NOT ACCEPTABLE AND LEGALZOOM MAY REFUSE ACCESS TO THE CENTER OR DENY USE OF SUBSCRIPTION SERVICES FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.
1. Description of Center and Subscription Services. LegalZoom licenses you to access and use the Center and the Subscription Services during the Term, which services may include (but are not limited to) Registered Agent Services and Minutes Manager. Unless explicitly stated otherwise, any new features that augment or enhance the current Center or Subscription Services, including the release of new Subscription Services, shall be subject to these Terms of Service. LegalZoom may subcontract any Subscription Services or any work, obligations, or other performance required under Subscription Services without your consent.
To use the Center and the Subscription Services offered therein, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. You are responsible for providing all equipment necessary to make such connection to the World Wide Web, including a computer and Internet access.
2. License Grants. LegalZoom grants you a non-exclusive, non-transferable worldwide right to use the Center at your Level of Access during the Term, subject to these Supplemental Terms. You grant to LegalZoom the non-exclusive, worldwide, right to use, copy, store, transmit, and display the information entered into the Center solely to the extent necessary to allow access to the Center as requested by you for the purpose of providing the Subscription Services. You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any third party the Center or any content therein; or (ii) modify, edit, reproduce, reverse engineer, alter, enhance, make derivative works based on or referring to, or in any way exploit the Center, its content, or its source code, except for modifications based on access and use of the Center specifically authorized by these Supplemental Terms. All rights not expressly granted to you are reserved by LegalZoom and its licensors.
3. Limitation of Availability. The Center may not be accessible, in whole or in part, in all areas, and LegalZoom does not guarantee the accessibility, in whole or in part, of the Center to all users. Certain Levels of Access, or access to all or part of the Center, may be contingent on the purchase and maintenance of certain Subscription Services. If you're not sure whether or not full or partial access to the Center is available in your area, or if certain functions or content is accessible at your Level of Access, you can email us at firstname.lastname@example.org
or call us at 800-773-0888.
4. General Practices Regarding Use and Storage. You acknowledge that LegalZoom may establish general practices and limits concerning use of the Center and the Subscription Services, including without limitation the maximum number of days that data, schedules, calendars, or other uploaded content will be retained by the Center, the maximum number of messages that may be sent from or received by an account on the Center, the maximum size of any message that may be sent from or received by an account on the Center, the maximum disk space that will be allotted on LegalZoom's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Center in a given period of time. You agree that LegalZoom has no responsibility or liability for the deletion or failure to store any messages, other communications, or other content maintained or transmitted by the Center. You acknowledge that LegalZoom reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
5. Your Information. All information provided by you to the Center (either directly or through other parties) shall remain the sole property of you or such third parties, as applicable, unless you are notified specifically in advance. You, not LegalZoom, have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of your information, and LegalZoom is not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any such information. LegalZoom reserves the right to withhold, remove, and/or discard your information without notice for any breach, including, without limitation, your non-payment. On termination, your right to access or use the Center, the Subscription Services, and your information as contained therein will cease immediately, and LegalZoom will have no obligation to maintain or forward any of your information.
You are responsible for all directions, orders, notifications, expenses incurred, or other actions that may occur through your use of the Center or the Subscription Services. You must immediately alert us of any fraudulent, unauthorized, illegal, or suspicious use of the Subscription Services, the Center or any other breach of security or unauthorized or illegal activity that you reasonably suspect.
6. Authority to Enter Agreement. If you are entering into these Supplemental Terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to these terms, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority or if you do not agree with these Supplemental Terms, you may not sign up for or use the Subscription Services or the Center. If after your purchase we find that you do not have authority to bind the entity for which you ordered, you will be personally responsible for the obligations in these Supplemental Terms and the order you placed, including without limitation, the payment obligations. We shall not be liable for any loss or damage resulting from our reliance on any instruction, notice, document, or communication reasonably believed by us to be genuine and originating from an authorized representative of your company. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, we may, but are not obliged to, require additional authentication from you.
a. Subscription Fees.
If you purchase a Subscription Service, you agree to pay all charges to your account made therefor, including but not limited to applicable taxes and fees for the use of additional features not included as part of your Subscription Service. You will be charged in accordance with the billing terms in effect at the time the fee or charge becomes payable. For any Subscription Services you purchase that are charged in full upon purchase, you agree that for each renewal term of such Subscription Service (each a "Renewal Term"), the amount due for the next Renewal Term will be due and immediately payable in full as of the first day of such Renewal Term. For each Subscription Service, your charge remains for each Term no matter if you access the Center or Site, or check any messages on either, during any Term. In other words, EVEN IF YOU DO NOT USE THE SUBSCRIPTION SERVICE OR ACCESS THE CENTER, YOU WILL BE RESPONSIBLE FOR ANY SUBSCRIPTION FEES UNTIL YOU CANCEL YOUR SUBSCRIPTION OR IT IS OTHERWISE TERMINATED. For more information regarding canceling your Subscription Services, see the "Termination or Cancellation" section below.
Payment for the initial term of a Subscription Service (the "Initial Term") is due at the time of purchase.
If you have not opted for automatic renewal of your Subscription Service, Renewal Terms will be invoiced approximately two months before the start date of such Renewal Terms, with date due set no later than the first day of the Renewal Term (the "Billing Date"). The Billing Date will be based on the date of your original purchase. For example, if your purchase date was June 5th, your Billing Date will be July 5th if you have a monthly Term or the next June 5th if you have an annual Term. If your purchase date is the 29th day of February, your Billing Date for renewals in non leap-years only will fall on the 28th. If you have chosen a monthly Term and your purchase date is on the 29th through 31st day of any month, your Billing Date for renewals in months with fewer days will fall on the last day of the month.
If you have opted for automatic renewal of your Subscription Service, your Subscription Service will renew automatically at the end of the Initial Term and at the end of each Renewal Term thereafter unless and until you give notice of your intention to cancel automatic renewal or terminate your Subscription Service pursuant to this Agreement. If you do not give us notice of either such intention, your credit card will be charged for the Renewal Term of your Subscription Service on your Billing Date. LegalZoom may adjust your Billing Date in subsequent Renewal Terms without notice. This will be reflected by a charge to your account on a pro-rated basis according to the number of days that have passed since the Billing Date of your latest renewal charge. Unless otherwise notified in advance by LegalZoom pursuant to this Agreement, the renewal charge will be equal to the original purchase price for the Subscription Service.
c. Notice of Automatic Renewal.
If you have opted for automatic renewal of your Subscription Service, we may send a reminder email to the email address of record for your account before your Billing Date. You acknowledge and agree that this notice is provided as a courtesy only, and we are not obligated or required to provide such notice. You acknowledge and agree that (i) your failure to read, (ii) your inability to receive, or (iii) the failure of LegalZoom to send the email does not create any liability on the part of LegalZoom or any third-party service provider.
d. Cancellation of Automatic Renewal.
To cancel the automatic renewal of a Subscription Service, you must notify LegalZoom of your intent to cancel by calling our Customer Care Center at (800) 773-0888. LegalZoom agrees that when it receives notice of this cancellation under the conditions stated above, no further charges will be billed to your credit card automatically. Instead, invoices for Renewal Terms will be sent approximately two months before the Billing Date of the Renewal Term, with date due set no later than that Billing Date. Note that cancelling automatic renewal for a Subscription Service will not terminate your Subscription Service.
e. Promotional Trial Subscriptions.
We sometimes offer certain customers free trial or other promotional subscriptions, which are subject to these Supplemental Terms except as otherwise stated in the promotional offers. At any time before the end of a trial Term, you can cancel your subscription by calling us at (800) 773-0888. AT THE COMPLETION OF A TRIAL TERM, UNLESS YOU CHOOSE TO CANCEL, YOUR SUBSCRIPTION WILL RENEW AUTOMATICALLY AND YOUR CREDIT CARD WILL BE CHARGED TO BEGIN YOUR INITIAL TERM.
8. Changes to Subscription Services and Center.
LegalZoom may change, modify, add, remove, suspend, cancel or discontinue any aspect of a Subscription Service or the Center, including the functionality, content, and/or availability of any features of such Subscription Service or the Center, at any time in the sole discretion of LegalZoom. We may also impose limits on certain features and services or restrict your access to all or part of the Center or your Subscription Service without notice or liability at any time.
b. Fee Adjustments.
LegalZoom may increase its fees for any Subscription Services effective the first day of a Renewal Term by giving you notice of the new fees at least thirty (30) days before the beginning of the Renewal Term. If you have and do not cancel automatic renewal as provided in Section 7 or terminate your subscription pursuant to Section 11, you will be deemed to have accepted the new fee for that Renewal Term and any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term). Reductions in fees become effective on the next Renewal Term without any pro rata for the Term covered under the prior fee schedule.
a. Service Provider.
You acknowledge and agree that we do or may work with third-party providers and sub-providers (each, a "Registered Agent") of our choice to provide some or all of the Registered Agent Services. You acknowledge and agree that any such Registered Agent may provide Registered Agent Services to you.
b. Service of Process
You authorize your Registered Agent to receive service of process, including any notices of legal proceedings, other legal notices, or official government communication (collectively, the "Mail"), on your behalf. If available in your area or at your Level of Access, you further authorize your Registered Agent to scan and upload the Mail received on your behalf into your account at the Center. From the Center, or by phone or email, you may direct your Registered Agent to perform the following actions in respect of your Mail (and when you so direct your Registered Agent, you authorize it to do so):
|i.||forward to an address you specify;|
|ii.||forward to another account;|
|iii.||shred or recycle the envelope and its contents;|
|iv.||unsubscribe or opt in to mailing lists; or|
|v.||perform any other actions that your Registered Agent may offer.|
Unless otherwise specified in this Agreement, your Registered Agent's services are limited to the receipt and forwarding of items covered by the respective statute, rule, regulation, or contract, and do not include the provision of a business or mailing address independent of such statute, rule, regulation, or contract. Your Registered Agent has no obligation to forward any items received pursuant to any unauthorized use of your Registered Agent's address (the "Registered Address") and neither your Registered Agent nor LegalZoom assumes liability to you or any other party for loss of such items. You assume all liability for such losses regardless of whether you had approved or initiated the unauthorized use. Your Registered Agent may seek reimbursement from you for any and all costs incurred in connection with the unauthorized use of the Registered Address. Your Registered Address is for the primary purpose of fulfilling state statutes for "Service of Process" and such address may be used only to receive Mail on your behalf. Unless otherwise specified, the primary business address you list on any filed document needs to reflect the primary business address your company operates from, regardless of what state that address is in.
d. Representation of Registered Address.
You agree not to represent or misleadingly suggest, whether orally, in writing, photographically, or otherwise, that the Registered Address is your place of business, your location of operations or business records, or is a physical address at which third parties can find you. You may not list the Registered Address in your company's public media, including business cards, brochures, websites, or emails.
e. Misdirected Mail.
You acknowledge that your Registered Agent delivers mail to users; it does not warrant that mail will never be misdelivered. You acknowledge that in such cases neither LegalZoom nor your Registered Agent is liable to the intended recipient. Your Registered Agent will make its best efforts to notify both the intended recipient and the unintended recipient immediately on discovery of the error and seek immediate retrieval of the item from the unintended recipient.
f. Customer-Returned Mail.
If you refuse or fail to accept Mail forwarded to you from your Registered Agent pursuant to this Agreement, you will bear any costs of return shipping and re-induction of the Mail. At the request of LegalZoom or your Registered Agent, you must sign for or otherwise acknowledge your acceptance of all Mail sent to you by your Registered Agent.
g. Customer Responsibility to Provide Accurate and Updated Information.
It is your responsibility to contact LegalZoom with changes to your contact information and business status (such as dissolved or inactive) within 30 days of the change. Failure to do so may result in the termination of your services. You acknowledge that neither LegalZoom nor your Registered Agent is liable to you for damages resulting from your failure to update or provide accurate information to LegalZoom.
|i.||LegalZoom may terminate your use of all or part of the Center or your Subscription Service at any time in its sole discretion; provided, however, that, as your sole remedy, we will refund to you any prepaid fees actually paid specifically related to that Subscription Service or part thereof.|
|ii.||If your Registered Agent Service is terminated under 10(a)(i), LegalZoom reserves the right to resign, with proper notice if required by state law, as your registered agent. Reasons for termination and resignation may include (but are not limited to): 1) your failure to provide accurate, complete, and current information as requested or required by LegalZoom or your Registered Agent, 2) the inability to locate you after reasonable and diligent efforts are made, 3) your failure to pay, or 4) suspected illegal activity.|
|iii.||Your right to use a Subscription Service is subject to any limits established by LegalZoom or by your credit card issuer. If payment cannot be charged to your credit card or your charge is returned for any reason, including charge back, LegalZoom reserves the right, in its sole and absolute discretion, to suspend or terminate your access and account, thereby terminating this Agreement and all obligations of LegalZoom hereunder. If a charge made to your credit card is declined, LegalZoom may suspend your access to such Subscription Service and make up to five (5) attempts to bill that card over a thirty (30) day period.
If you wish to reactivate your account after such suspension or termination, there will be no setup or reactivation fees; provided, however, accounts terminated for non-payment will be reactivated only on receipt of the full amount past due and a written request to reinstate the account.
|i.||If you make a cancellation request within thirty (30) days of the date on which you ordered your Subscription Service (the "Cancellation Period"), LegalZoom will refund the full amount charged for such Subscription Service. At the end of the Cancellation Period, you may cancel your Subscription Service by calling our Customer Care Center at (800) 773-0888. After such cancellation, your Subscription Service will remain active until the end of then-applicable Term.|
|ii.||If you are using a free trial to access Subscription Services, you can cancel at any time before the end of your trial Term by calling us at (800) 773-0888. If you do not cancel before the end of your trial Term, your subscription will renew automatically and your credit card will be charged to begin your Initial Term. After such cancellation, your Subscription Service will remain active until the end of then-applicable Term.|
c. Services after Termination.
After termination of your Subscription Service, either by you or by LegalZoom:
|i.||You will not be able to access the Subscription Service offerings in the Center; provided, however, that any access rights to the Center granted you through a separate channel (e.g., through another Subscription Service or your status as an entity formed by LegalZoom) will remain in full force and effect unless and until separately terminated or cancelled.|
|ii.||LegalZoom or your Registered Agent will ship any Mail (via lowest-cost carrier) to you until the end of the then-current Term.|
After termination and the end of the then-applicable Term, you agree that:
|i.||You will no longer incur charges in respect of your subscription.|
|ii.||If you no longer wish to use the Registered Agent Services in any jurisdiction, you must assign another registered agent in that jurisdiction, and must pay all fees related to changing your agent (including appointment and/or registration fees). In addition, you must notify both LegalZoom and your Registered Agent that you have properly changed registered agents by the next Billing Date, either by phone or email, and provide both LegalZoom and your Registered Agent with satisfactory written proof that the Registered Agent is no longer listed as your registered agent. If, however, you no longer wish to use the Registered Agent Services because you are discontinuing your business operations (voluntarily or otherwise), you must properly dissolve, cancel, withdraw, or otherwise properly terminate your entity. You must also notify both LegalZoom and your Registered Agent that you have properly discontinued business operations by the next Billing Date, either by phone or email, and provide both LegalZoom and your Registered Agent with proof of your dissolution, cancellation, withdrawal, or termination of your entity. If you fail to provide both LegalZoom and your Registered Agent with satisfactory written proof of your resignation of the Registered Agent as your registered agent or of your discontinuation of business operations, you will continue to incur charges for Registered Agent Services until such proof is provided.|
|iii.||Any Mail that your Registered Agent receives on your behalf as your registered agent will be marked "Return to Sender" if it is first class mail or destroyed if it is not. You waive and release your Registered Agent from compliance with any obligation to forward or re-mail Mail received after your subscription has been terminated and specifically agree that your Registered Agent has no obligation to forward or re-mail Mail to you except as expressly stated in this Agreement. You agree to hold LegalZoom, your Registered Agent and the affiliates of each harmless from any claim to the contrary.|
|iv.||You acknowledge that you have sole responsibility for notifying senders (including all government agencies) of a registered agent address other than your Registered Address.|
|v.||In the event this Agreement is terminated (other than by reason of your breach), LegalZoom will make available to you a file of your Center content ("Customer Data") within 30 days of termination if you so request at that time. You agree and acknowledge that LegalZoom has no obligation to retain the Customer Data and may delete such Customer Data more than 30 days after termination.|
12. Indemnification. You specifically indemnify LegalZoom and hold us harmless from any and all liability, claims, damages, losses, or causes of actions arising from our inspection of your Mail or from the release of information regarding you or your use of the Subscription Services to any local, state, or national agency or to the USPS, or to a private party whose subpoena you fail to contest as specified by us. Except as provided herein, we will preserve the confidentiality of your Mail's contents with respect to third parties and will not use or disclose information contained in your Mail other than to carry out the purposes for which you disclosed that information.
You agree to protect, defend, indemnify, and hold LegalZoom harmless from and against any and all claims, causes of action, liabilities, judgments, penalties, losses, costs, damages, and expenses (including attorneys' fees and all related costs and expenses of litigation at arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted) suffered or incurred by us, including, without limitation, any claim for personal injury or property damage, arising from:
|(ii)||the Subscription Services provided to you;|
|(iii)||your use of the Subscription Services, including without limitation any copyright infringement claims that could arise from your Registered Agent scanning Mail or other documents;|
|(iv)||the failure of any third party, USPS, or any commercial delivery or courier service, to provide delivery or courier services accurately and on time;|
|(v)||loss, damage, or destruction of your Mail by any cause whatsoever whether or not attributable to our negligence or intentional act; and|
|(vi)||any violation by you of any federal, state, or local laws, statutes, rules, or regulations.|
13. Limitation of Liability.
|i.||YOU AGREE AND ACKNOWLEDGE THAT NEITHER LEGALZOOM NOR YOUR REGISTERED AGENT IS LIABLE FOR ANY DAMAGE TO MAIL OR LOSS OF MAIL DURING OR AFTER MAILING OR SHIPMENT TO YOU. NEITHER LEGALZOOM NOR YOUR REGISTERED AGENT IS RESPONSIBLE FOR MAIL FOR WHICH THERE IS NO RECORD OF RECEIPT BY EITHER OF US. Any additional insurance in excess of the standard amount insured by carriers, if any, must be authorized and paid for in advance by you. You acknowledge and agree that neither LegalZoom nor your Registered Agent has any responsibility or obligation to insure any Mail or shipments sent to you.|
|ii.||NEITHER LEGALZOOM NOR YOUR REGISTERED AGENT SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY NEGLIGENT ACTS OR OMISSIONS IN COMPILING, COLLECTING, PROCESSING, COMMUNICATING, OR DELIVERING MAIL OR HANDLING PHYSICAL OR DIGITAL DOCUMENTS, DIRECTLY OR INDIRECTLY. YOU AGREE AND ACKNOWLEDGE THAT THE TOTAL AMOUNT OF OUR LIABILITY, IF ANY, FOR ANY AND ALL CLAIMS, CAUSES OF ACTION, DAMAGES, LOSSES, OR JUDGMENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE SUBSCRIPTION SERVICES OR THE CENTER SHALL NOT EXCEED $100.00 WITHOUT REGARD TO THE NATURE OF THE CLAIM, LOSS, OR DAMAGE INCURRED. NEITHER LEGALZOOM NOR YOUR REGISTERED AGENT SHALL BE LIABLE FOR ANY OTHER LOSS, CLAIM, DAMAGE, OR INJURY ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE PROVISION OF ANY SUBSCRIPTION SERVICES PURSUANT TO THIS AGREEMENT.|
Any alerts included as part of our Subscription Services may include reminders in the Center or by email of filing deadlines or other important dates. Your failure to view or read the message or inability to receive the message does not create any liability on the part of LegalZoom. The Compliance Calendar is made available to you so you can identify and comply with important deadlines. Compliance with any deadlines, whether or not referenced or communicated in the Center or by email, is always your sole responsibility. LegalZoom will not be liable for any loss of good standing of an entity for any reason.
14. Internal Revenue Service (IRS) Circular 230 Tax Advice Disclosure. To ensure compliance with requirements imposed by the IRS under Circular 230, we inform you that any U.S. federal tax advice contained in any communication from LegalZoom (including information contained in the Center) is and was not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing, or recommending to another party any matters addressed therein.
Updated: December 28, 2012