TERMS OF SERVICE

Terms of Service

Www.us-business-registry.com is independently owned and operated by Easy Filing Systems LLC, or "EFS LLC", or "we", or "our", or "us". Us-business-registry.com is an assisted filing service that offers its users self-help services at the specific direction of the user. We provide general information on issues commonly encountered during the start up of a new business. All content of this site is for informational purposes only and is not a substitute for legal counsel. Use of this site requires that you agree to the Terms of Service.

The Terms of Service are set forth herein, and forms a legally binding contract between you and EFS LLC. The specific details of the terms are as follows:

I. Use of this site

1. By using this website I acknowledge that Easy Filing Systems LLC is the owner and operator of www.us-business-registry.com, and is a privately owned entity and not affiliated with, or endorsed by any government agency. I also acknowledge that EFS LLC is not a law firm and has not offered or provided, and will not offer or provide me with legal advice. I understand that the content of this site is for informational purposes only and is not a substitute for legal counsel.

2. By using this website I hereby authorize us-business-registry.com and its parent company, Easy Filing Systems LLC and any person, or entity associated therewith, as an authorized agent and organizer or incorporator to act on my behalf and on the behalf of any other member(s) of the business entity to answer all necessary questions required to complete the assignment for me, and to use the information collected to compile the documents requested and submit them for filing, electronically or otherwise, to the secretary of state's office, county office, and/or any other agency or third party necessary to fulfill my business registration request. I also authorize EFS LLC to pay the initial state or county filing fee for me on my behalf if required. I state that I am aware of, and take full responsibility for the consequences associated with creating the Limited Liability Company, Corporation, Partnership, business entity or other business service that will be registered with the documents requested. I also state that I am an authorized representative of the business that will be registered under this order, and have authority to prepare the documents requested. I certify that all the information I provide is true and accurate to the best of my knowledge, and that I am responsible to enter the information accurately. I understand that I will be acting as your my own attorney as well as using my best judgment, when using this site. EFS LLC simply completes information on the requested forms based upon the information provided.

3. By using this website, I state that I am the person, executor, guardian, authorized officer, or agent of the person or persons for whom documents will be created under this order, and that I have authority to prepare the documents that I am requesting. I also state that I am an authorized representative of the business that will be registered under any order submitted by me. By using this website I also state that the person appointed as registered agent of the business that will be registered under any order submitted by me, has consented to being so appointed.

4. I agree to pay the onetime processing and filing fee to EFS LLC, and acknowledge that my business registration application will not be processed until this fee is paid. The amount of this onetime fee is located on the checkout page, and is non refundable after the assignment has been processed, regardless of the completed status of the assignment. I acknowledge that this fee is for marketing, processing, postage and handling and includes payment of the initial state filing fee on my behalf. I authorize EFS LLC to charge my credit card for this onetime fee, if credit card information has been provided. I declare that I have read and agree to the Payment and Refund Policy included herein.

5. By using this website, I understand that EFS LLC does not register the corporation, business entity or other business service, they simply assist with the paperwork to compile the documents requested and submit them to the assigned state or county for filing. I understand that the office of the Secretary of State does not license business entities. It is the responsibility of the user to obtain any other applicable licenses or certificates that may be required to operate its business. It is the responsibility of the user to file any other documents required to keep there business compliant, including but not limited to annual Statements of Information if required. I understand that EFS LLC or any person associated therewith is NOT responsible for filing of documents required to keep the corporation, business entity or other business service compliant, or payment of any other fees or obligations required to maintain the corporation, business entity or other business service. It is the responsibility of the user to maintain the business and keep it compliant, and in good standings with the state or county in which it is registered. If forming a limited liablilty company and an EFS LLC representative signs your articles as the organizer after receiving authorization, this is merely giving an oath that the information in the articles is to the best of our knowledge true and correct. EFS LLC will have no liability, on-going duty, membership, or other significance attached with being the organizer.

6. Use of this website warrants to us and other applicable service providers that you are over 18 years of age and legally capable to enter into a binding contract. You will use the service in accordance with all Terms of Service set forth herein. Use of this site is at your own risk.

7. By using this site you also agree that you are responsible for all charges including without limitation, state and fedral filing fees, state, federal and franchise taxes and assessments arising out of the purchases and orders you make through this site.

8. The name availability check does not guarantee that the name will be approved, and that the name will comply with all federal and state laws. It is your responsibility to ensure that you have complied with all federal and state laws, inluding specific name requirements. In some circumstances, the name may require additional approval/consent pursuant to applicable law at the time of filing. Name styles for particular types of business entities and the need for consent/approval required by law are not considered at the time of the name availability check. EFS LLC, and any person or entity associated therewith will not be held liable for any damages what so ever resulting from applications denied due to failure to meet the name availability requirements at the time of filing.

9. The information that we collect is governed by the Privacy Policy which is incorporated by this reference herein as though it were set forth in full. I expressly agree that I have read that policy and that I agree to accept the terms set forth therein as part of this agreement.

10. I would also like to receive confirmation email(s) that my business registration request has been received by a us-business-registry.com agent, confirmation email(s) after my application has been processed by a us-business-registry.com representative, and courtesy email(s) reminding me of the due date of the Statement of Information, if required.

11. By using this site I certify that I have read the Privacy Policy and Payment and Refund Policy, and agree to accept the terms set forth therein as part of this agreement.

II. Privacy Policy

We are the sole owners of the information collected on this site. All information you give us is voluntary. We do not sell, trade, or transfer to outside parties your personally identifiable information without your express consent. We will not share your personally identifiable information with any third party outside of our organization, other than as necessary to fulfill your business registration request, or as otherwise expressly authorized by you. We will keep your personally identifiable information on file for a period no longer than 2 years after your business registration has been approved, as required by our merchant processors, after which it will be deleted to protect your privacy, unless applicable law requires otherwise or you expressly consent to a longer period.

By using our site, you consent to our privacy policy and the Terms of Service set forth herein.

III. Payment and Refund Policy

The Payment and Refund Policy is subject to the Terms of Service set forth herein. The specific details of this policy are as follows:

1. Payment is due immediately upon completion of our business registration form. No registration requests will be processed until after payment has been received. A refund may be requested within one (1) business day of purchase, after which all payments are final. Under no circumstances will there be any refund of a payment after one (1) business day, or the assignment has been processed by EFS LLC, regardless of the completed status of the assignment. No refunds will be given for failure to fulfill our obligations due to causes beyond our reasonable control and without our fault or negligence. No refunds will be issued for incomplete assignments, resulting from the user's failure to respond to requests for additional information that may be needed to complete the assignment. It is the users responsibility to enter accurate information. Any refunds granted will be subject to a ($25.00) USD refund processing fee.

2. The amount of payment due is specified on our payment form. This is the total amount due for one registration assignment. This payment is to cover marketing, processing, name availability check fees, postage and handling of your application and includes payment of the initial state filing fee by EFS LLC for you on your behalf. This payment will expire twelve (12) months after it has been received, if the assignment is left incomplete due to causes beyond our reasonable control and without our fault or negligence, after which the full amount of the filing fee must be paid again.

3. EFS LLC begins processing your order immediately after submission, and should you choose to cancel your order within one (1) business day, you will be charged a ($25.00) USD refund processing fee, with the balance being refunded.

4. The time period quoted for the office of the secretary of state to file your documents is an estimate and could change depending on the back order status of the state's office. EFS LLC is not responsible for orders that exceed the quoted time frame, and no refunds will be given because of delays in filing.

5. The filing fee for articles of incorporation in some states may be based upon the number of shares authorized in your articles. If you wish to authorize more than the maximum amount the state allows without imposing additional fees, and need assistance in calculating your filing fee, you may contact us using the link on bottom of page. We will authorize the maximum amount of shares that the filing fee submitted allows us to in those states after receiving payment.

6. By using our site, you agree to our Payment and Refund Policy, and the Terms of Service set forth herein.

IV. Force Majeure

We will not be liable for failure to fulfill our obligations due to causes beyond our reasonable control and without our fault or negligence. If we encounter such a force majeure event, we will (a) use commercially reasonable efforts to promptly notify you of conditions which will result in a delay in or failure of performance, (b) use commercially reasonable efforts to avoid or remove the conditions, and (c) continue performance when the conditions are removed.

V. No Warranty

1. EFS LLC makes no warranty that any products, services, forms or documents described on, provided through or in connection with this site will meet your requirements or expectations. All such products, services, forms and documents are offered and provided solely on an "as is" basis. EFS LLC will not be held responsible for any damages to your computer system resulting from downloading, or receiving content or material from this site or its administrators. EFS LLC is not responsible for application assignments that are denied by the state or county. Use of this site is at your own risk.

2. EFS LLC, does not review your information for appropriateness, legal sufficiency, or legal conclusions. EFS LLC, does not provide legal advice. If the User is in doubt about the legal effect of submitting a registration application, the appropriate information to be reported in said application, or the accuracy of said information, User should seek the counsel of a licensed attorney.

VI. Refusal of Service

We shall be the sole arbiter of what is and is not a violation of these acceptable use policies. We reserve the right to terminate any account at any time and for any reason we see necessary. We reserve the right to delete all content and files upon termination. We reserve the right to refuse, cancel, or suspend service at our sole discretion.

VII. Copyright and Trademark Notices

The content of this website is copyright protected by © 2012 Easy Filing Systems LLC. All rights reserved. Any other products or company names mentioned herein may be the trademarks of their respective owners.

VIII. Limitations of Liability

USE OF THIS WEBSITE IS AT YOUR OWN RISK. EFS LLC AND ANY PERSON OR ENTITY ASSOCIATED THEREWITH WILL NOT BE HELD LIABLE FOR ANY INJURY CLAIMS OR DAMAGES OF ANY KIND, INCUDING ATTORNEY FEES AND COSTS, LOSS OF PROFIT, OR BUSINESS INTERUPTION OCCURRING FROM THE USE OR MISUSE OF THIS WEBSITE, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY SUCH CLAIM SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO EFS LLC FOR ITS SERVICES. EFS LLC AND ANY PERSON OR ENTITY ASSOCIATED THEREWITH IS NOT LIABLE FOR DAMAGES OF ANY KIND, INCLUDING ATTORNEY FEES AND COSTS, ARISING FROM THE SUBMISSION OF INCORRECT OR INACURRATE INFORMATION BY THE USER. EFS LLC AND ANY PERSON OR ENTITY ASSOCIATED THEREWITH WILL NOT BE HELD LIABLE FOR ANY OBLIGATIONS OR REQUIREMENTS FOR THE MAINTENANCE OF YOUR LLC, CORPORATION OR OTHER BUSINESS ENTITY INCLUDING BUT NOT LIMITED TO ANY STATE OF CALIFORNIA FRANCHISE TAX BOARD FEE OBLIGATIONS. EFS LLC WILL NOT BE HELD LIABLE FOR DAMAGES, INCLUDING ATTORNEY FEES AND COSTS, RESULTING FROM THE ACTIONS OF YOU OR YOUR BUSINESS, DURING OR AFTER THE APPLICATION PROCESS. EFS LLC IS NOT LIABLE FOR DAMAGES OF ANY KIND, INCIDENTAL OR CONSEQUENTIAL, RESULTING FROM OR ARISING IN CONNECTION WITH THE USE, OR INABILITY TO USE, THIS SITE. EFS LLC IS NOT LIABLE FOR PAYMENT OF ANY OTHER FEES REQUIRED TO MAINTAIN THE BUSINESS AND KEEP IT COMPLIANT DURING OR AFTER ITS EXISTENCE. BY USING OUR SERVICES YOU WAIVE ANY RIGHTS OR CLAIMS YOU MAY HAVE AGAINST EFS LLC OR ANY PERSON OR ENTITY ASSOCIATED THEREWITH. YOU ASSUME COMPLETE RESPONSIBILITY FOR USE OF THIS SITE AND ANY AND ALL OF THE SERVICES OFFERED.

IX. State and Federal Filing Requirements and Compliance

1. EFS LLC is not responsible for advising or reminding you of any requirements or obligations, including but not limited to any required State or Federal filings, taxes due, franchise tax board tax requirements, annual reports, statements of information due, or other filing requirements. EFS LLC's sole responsibility is the preparation of your requested initial registration forms. Any obligations or requirements for the maintenance of your corporation, business entity or other business service are NOT the responsibility of EFS LLC or any person or entity associated therewith, and are the sole responsibility of you.

2. EFS LLC and any person or entity associated therewith is not responsible for fees, fines, or penalty assessements of any kind resulting from the users failure to submit Statement(s) of Information due. EFS LLC and any person or entity associated therewith is NOT responsible for fees, fines, or penalty assessements of any kind resulting from Statement(s) of Information filed late or incomplete, or the users failure to submit the Statement(s) of Information a minimum of five (5) business days prior to the due date. The user must allow a minimum of five (5) business days prior to the due date for processing and handling to insure that the Statement(s) of Information is received by the office of the Secretary of State on time.

X. Sales, Service, Use and like Taxes

Except to the extent, if any, otherwise expressly set forth in an applicable order, you are solely responsible for the the payment of all taxes pertaining to the services and resulting deliverables provided under the Terms of Service and orders, including without limitation any and all sales taxes, use taxes, value-added taxes, services taxes and the like. We may, however, and solely at our option to be exercised through written/electronic notice to you, elect to additionally charge and add such taxes that are required by a seller/provider to be withheld and paid directly in accordance with law or regulations.

XI. Disputes and Choice of Law

Should any dispute arise between the parties, the parties will attempt to ressolve the dispute in good faith by negotiations. If such negotiations do not result in resolution of the dispute, the parties shall refer such dispute to arbitration. The duty and right to arbitrate will extend to any employee, officer, director, shareholder, agent, representative, parent or affiliate of the parties. The arbitration shall be conducted in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association before a sole arbitrator who is an attorney that is familiar with electronic commerce transactional matters. If you initiate the arbitration, then it will be held in Dayton, Ohio. If we initiate the arbitration, then it shall be held in the capitol of the state for which the assignment at issue related. The arbitrator must enforce the applicable Terms of Service and applicable provisions of the order at issue and will have no authority to award punitive or other non-compensatory damages or award damages in excess of the limitations and exclusions set forth in these Terms of Service or grant relief inconsistent with the terms of the applicable order. The decision of the arbitrator shall be final and binding upon the parties and the award so rendered may be entered in any court having jurisdiction thereof. Neither party may bring a claim more than two (2) years after the corresponding cause of action for the claim accrues. This Agreement will be governed by, and interpreted under, the laws of Ohio and a court jurisdiction shall in all events include the courts at Dayton, Ohio.

XII. Your Electronic Signature

You acknowledge and agree by using this website and checking the authorization box located on our submission page, that you are submitting a legally binding electronic signature and entering into a legally binding contract, and representing that you are the person, executor, guardian, authorized officer, or agent of the person or persons for whom documents will be created under this order, and that you have authority to prepare the documents that you are requesting, and also that you are an authorized representative and signatory of the business entity or company for which services will be rendered. You acknowledge that you are allowing us to sign paperwork, electronically or otherwise, on your behalf as an "authorized representative" by checking the authorization box and submitting an order to EFS LLC. By checking the authorization box you state that you have read, understand and agree to the Terms of Service and Disclaimer. You acknowledge that your electronic submission constitutes your agreement and intent to be bound by this agreement.

XIII. Security

All information received is protected both online and offline. Sensitive information collected, such as credit card data, is encrypted and transmitted in a secure way. We use an SSL certificate to help secure this data, and this can be verified by looking at our web URL on the checkout page and verifying that it submits to a page that begins with an "https", or Hypertext Transfer Protocal Secure.

XIV. Indemnification for Breach

You will indemnify, defend and hold harmless us against any and all claims (including costs of litigation and attorneys' fees) resulting from a breach or alleged breach by you of any of the Terms of Service or of an order.

XV. Non-Assignment

You will not assign, delegate or subcontract these Terms of Service or an order without our prior written/electronic aporval. Any act in violation of the foregoing will be null and void.

XVI. Non-Waiver

No waiver, amendment of modification of any provisions of the Terms of Service or of an order or an assignment under an order will be effective unless in writing and signed/electronically-signed by duly authorized representatives of both parties. Furthermore, no pre-printed, not separately-agreed-upon-in-writing provisions in either your purchase orders, remittance documents, checks or other business forms employed by you will supersede or alter the Terms of Service, an order or an assignment. No failure or delay by us in exercising any right, power or remedy under the Terms of Service or an order will operate as a waiver of any such right, power or remedy.

XVII. Modification of these Terms of Service

We reserve the right to change the Terms of Service, conditions and notices under which this site is offered. We will make changes by updating our Terms of Service page linked on our website. Each and every change to the Terms of Service, conditions and notices shall go into effect immediately on a going-forward-basis for all pre-existing accounts and for all future accounts.

XVIII. Severability

If any provision or clause of the Terms of Service hereof is deemed to be invalid or unlawful, such invalid or unlawful provision or clause shall be deemed severable and be severed from the agreement, and shall not effect the validity of any other provisions or clauses.

XIX. Entire Agreement

The complete agreement between us, including any of our parent or affiliate companies or operations and any of our and their employees, owners, officers, directors, representatives and others acting on or for us or them, is comprised of these Terms of Service plus the written/electronic portions of your specific order for a particular assignment. Each such order, together with the applicable Terms of Service, shall constitute a separate contract between the parties. An order may contain additional terms and conditions, or reference/incorporate state-specific and/or entity-type-specific terms, documents, forms, exhibits, appendices and/or attachments, applicable to that order. To the extent of an express conflict between one or more provisions of these Terms of Service and one or more provisions of an order, the conflicting provision(s) in the order shall supersede, prevail, apply and govern.

BY USING THIS WEBSITE YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS OF SERVICE AND DISCLAIMER. DO NOT USE THIS WEBSITE IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE.


© 2012 Easy Filing Systems LLC,
P.O. Box 751491,
Dayton, OH 45475