Us-ProCorp Terms and Conditions
These Terms and Conditions were last updated on October 15, 2020.
Please read carefully BEFORE using this Site. These Terms and Conditions require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. In addition, these Terms and Conditions limit remedies available to you in the event of a dispute.
BY ACCESSING OR USING THE SITE OR THE USPROCORP APPS, OR PLACING AN ORDER FOR ANY OF THE SERVICES, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTAND, AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT CONSENT TO THESE TERMS AND CONDITIONS, YOU SHOULD IMMEDIATELY CEASE ALL USAGE OF THIS SITE AND OUR PRODUCTS AND SERVICES.
Welcome to our Website (the “Site”). UsProCorp, Inc. (“UsProCorp”, “UsProCorp®,” “UsProCorp.com,” “we,” “us,” or “our”) provides the products and services available on the Site (collectively, “the Services”), including but not limited to:
business formation services for a variety of entity types,
business filing services such as DBA/fictitious business name filings, foreign qualification filings, registered agent representation, initial & annual report filings, amendments, name changes, conversions, mergers, reinstatements, dissolutions, withdrawals, business licenses, and business publication filings;
alerts and notifications to remind clients of business filing deadlines, and
These Terms and Conditions apply to your use of the Services and the Site. These Terms and Conditions also apply to your use of UsProCorp’s other online services, its mobile application, and its software (collectively, the “UsProCorp Apps”), including but not limited to:
The UsProCorp Partner Program
Corporate Minutes Wizard™
Business Structure Wizard™
If you do not agree to these Terms and Conditions, you should immediately cease all usage of the Site and the UsProCorp Apps.
These Terms and Conditions are intended to create legally binding obligations and rights between you, a user, and UsProCorp. In these Terms and Conditions, “you” and “your” refer to you, a user of the Site, and/or a purchaser of our products and services, and “we”, “us”, “our” and “UsProCorp” refer to UsProCorp, Incorporated, and its shareholders, subsidiaries, affiliates, directors, officers, employees, independent contractors, representatives, or agents.
The Site is made available for use by: individuals seeking to start a business, maintain their business filings, or manage their corporate compliance (“Entrepreneurs”); individuals and organizations seeking to assist a third party in the area of business startup, business filings, and/or corporate compliance (“Consultants”): and individuals and organizations participating in the UsProCorp Partner Program™ (“CPP Members”).
If you are accessing or using the Site in your capacity as an employee, attorney, attorney-in-fact, third-party-designee, assignee, or other representative of an Entrepreneur, a Consultant, or a CPP Member, then you are agreeing to these Terms and Conditions on behalf of yourself and such person or entity, as applicable, and you represent and warrant that you have the authority to bind such employer or entity, as applicable, to these Terms and Conditions.
We may change these Terms and Conditions by notifying you of such changes by any reasonable means, including by posting revised Terms and Conditions on the Site. Any such changes will not apply to any claim brought prior to the date on which we posted the revised Terms and Conditions. Your access to or use of the Site following any changes to these Terms and Conditions will constitute your acceptance of such changes in your consent to the legal obligations created.
At any time and without liability to us, we may: modify or discontinue all or part of the Site (including access to the Site via any third-party links); charge, modify, or waive any fees required to use the Site; or offer particular opportunities to some or all Site users.
If you access or use the Registered Agent Services, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Registered Agent Services Users.
If you access or use our Business Formation & Filing Services, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Entity Formation Authorization and Release.
If you access or use the Express, Rush, and Delayed Filing Requests Users, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Express, Rush, and Delayed Filing Requests Users.
If you access or use the Business Filing Services, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Business Filing Services Users.
If you access or use our Business Filings and/or Trademark Services, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Name Selection for Business Filings and Trademarks Users.
If you access or use our Corporate Name Search Services, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Corporate Name Search Users.
If you access or use Name Search, Trademark Search, or Trademark Registration Application technologies, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Trademark Search and Registration Users.
If you access, use, or receive any Alerts from our system such as Alerts, Notifications, BIZAlerts® or Compliance Monitoring alerts, or other notifications about important due dates and deadlines, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Alerts, Notifications, BIZAlerts® and Compliance Monitoring Users.
If you access or use the Business Structure Wizard technologies, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Business Structure Wizard Users.
If you are a North Carolina Resident or otherwise use or purchase a North Carolina product or Service from us, you are agreeing to be bound by the provisions of the section titled “North Carolina Users.”
If you access or use the UsProCorp Partner Program (CPP), you are agreeing to be bound by the UsProCorp Partner Program Affiliate Agreement.
No Legal Services Provided
UsProCorp is a document filing service and CANNOT provide you with legal, tax or financial advice. UsProCorp is not a law firm. We are not your attorney or your accountant, nor are we a substitute for an attorney, an accountant, or any other professional. We are simply a document filing company that provides assistance to you in representing yourself. No attorney-client relationship is formed between you and UsProCorp or any of UsProCorp’s shareholders, subsidiaries, affiliates, directors, officers, employees, independent contractors, representatives, or agents, regardless of whether any of those individuals are attorneys.
The Site provides general information only and should not be relied upon by you as legal advice. Although we review your documents for completeness, spelling, grammar and internal consistency, we do not review your documents for legal sufficiency, nor do we provide any substantive legal review or make legal recommendations. When you use our Services, you are relying on your own professionals and knowledge. We strongly recommend that you seek the advice of an attorney, an accountant and any other service provider as needed to review your individual facts and circumstances to make sure you are making the best choices for your business.
Some parts of the Site, such as UsProCorp Blog, user directories, message boards, or forums, may allow users to post information, text, images, audio, video, messages, and other materials (“User Content”). These features are designed to help users obtain and exchange information, facilitate communication, discuss ways to make better business decisions, and let users discover and learn about other ideas certain professionals may have. User Content is provided by third-party contributors, many of whom may use anonymous screen names. User Content may be inaccurate, incomplete, misleading, or deceptive. For example, the Site hosts Company Pages, which allow User Content to be posted by individuals who may not be affiliated with the Company who owns the Company Page. UsProCorp does not endorse and is not responsible for any User Content. You acknowledge that by accessing the Site, you may come into contact with content (including User Content) that you find harmful, offensive, threatening, indecent, or objectionable, including, but not limited to, explicit language and other potentially offensive material, and you acknowledge that UsProCorp shall have no liability with respect to such content. User Content should never be considered a substitute for legal advice from a licensed attorney.
You may post only legally and socially acceptable content. You may not post any User Content that is unlawful, fraudulent, discriminatory, threatening, abusive, libelous, defamatory, obscene, or otherwise objectionable, or that contains sexual, ethnic, racial, or other discriminating slurs, or that contains no relevant or constructive content. You must also not post any User Content that contains proprietary information, trade secrets, confidential information, advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us in writing), or User Content that encourages or causes spamming or flooding.
You are prohibited from posting any personally identifiable information, such as social security number, passport number, national identification number, insurance number, driver’s license number, immigration number, or any other similar number, code, or identifier. Posting such information may lead to identity theft and other adverse consequences. If such information is posted, the person responsible for posting it may be banned from the Site and reported for violating the law. UsProCorp disclaims all liability for any posting of such identification information. UsProCorp may remove any such information but does not undertake any obligation to do so. UsProCorp reserves the right in its sole discretion to change or delete Company Pages, User Content, and any other material displayed on the Site.
If you believe that any User Content violates these Terms and Conditions or our policies, please contact us immediately, so that we may have the opportunity to consider its removal.
The identity of persons posting User Content is not guaranteed to be kept confidential. We may disclose User Content and other relevant information to any third party, for any purpose that we deem appropriate. If you anonymously post User Content, your identity may be discoverable by request from a third party, or by subpoena or other legal process.
Section 230(c) of the U.S. Communications Decency Act provides that:
(1) Treatment of publisher or speaker: No provider or user of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider.
(2) Civil liability: No provider or user of an interactive computer service shall be held liable on account of
(A) any action voluntarily taken in good faith to restrict access to or availability of material that the provider or user considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected; or
(B) any action taken to enable or make available to information content providers or others the technical means to restrict access to material described in paragraph (1).
License to User Content and Feedback
The following applies to all content and material you submit to UsProCorp, including User Content and all suggestions, improvements, or feedback you submit. As to the foregoing, you grant UsProCorp a nonexclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, sub-licensable (through multiple layers of sub-licensees) right and license to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works from, and otherwise exploit all such content and materials. Furthermore, you grant to UsProCorp and its affiliates, licensees and sublicensees the license to use your name, username, trademarks and logos in connection with any such content and materials, including keywords in third-party Internet search engines. You waive all rights to any compensation or remuneration connected with the content and materials you submit.
You represent and warrant that: (a) you own the content and materials that you create or submit, or that you otherwise have the right to grant the license set forth in this section; and (b) such content and materials do not violate applicable law or the rights of any person or entity. You agree to pay for all royalties, fees, damages, and any other monies owed to any person or entity by reason of the use of that content and material. You agree to defend, indemnify, and hold harmless UsProCorp and its affiliates from any claims arising from or related to any such content or materials.
If at any time it comes to your attention that User Content violates or may violate any right of any person, you agree to immediately modify or delete the User Content (if created by you) and to notify us, so we may take any additional steps we deem appropriate.
You agree not to access or attempt to access the Site by any means other than through the interface that is provided by UsProCorp, unless you have been specifically allowed to do so in a separate written agreement with UsProCorp. You agree that you will not engage in any activity that interferes with or disrupts the Site or the servers and networks that are connected to the Site. Unless you have been specifically permitted to do so in a separate written agreement with UsProCorp, you agree that you will not reproduce, duplicate, copy, sell, trade, or resell the Site for any purpose. You agree that you are solely responsible for any breach of your obligations under these Terms and Conditions, and that UsProCorp has no responsibility or liability to you or to any third party for any such breach or its consequences.
You may not use the Site or the UsProCorp Apps, or any information contained in them, for your own commercial gain, unless expressly permitted by us in writing.
You may not transmit to UsProCorp or upload to the Site or the UsProCorp Apps any harmful code such as viruses, worms, etc., that have the effect of damaging or disabling the Site or the UsProCorp Apps, impairing any person’s access to them, or allowing you to obtain information about any other persons without their authorization.
You may not directly or indirectly use the Site or the UsProCorp Apps to generate or facilitate unsolicited email or other communications (“spam”).
UsProCorp reserves the right to use any lawful method to obtain information about and to block the activities of any user who violates these Terms and Conditions. UsProCorp will have no responsibility or liability for suspending or terminating the access rights of any user. UsProCorp reserves the right to drop any message with an .ade, .adp, .bat, .chm, .cmd, .com, .cpl, .exe, .hta, .ins, .isp, .jar, .jse, .lib, .lnk, .mde, .msc, .msp, .mst, .pif, .scr, .sct, .shb, .sys, .vb, .vbe, .vbs, .vxd, .wsc, .wsf, .wsh, or .zip attachment for any or no reason.
Registration; Contact Information
Some areas of the Site, including areas that may permit you to set up a UsProCorp account, require you to register or provide an email address. If you so register, you agree to (a) provide accurate and complete information about yourself (including your email address); (b) be responsible for the confidentiality and use of your username and password; and (c) not transfer or resell your account or access to the Site to any third party. Please note that any individuals with whom you have shared your username and password may receive access to information regarding your UsProCorp account. UsProCorp is not responsible and disclaims all liability if your email is used improperly or falsely by a third party. In some instances, multiple users may be linked to the same account (“a Linked Account”). All users within the same Linked Account have access to the communications and actions of all other users within the Linked Account, and you consent to such access. By registering for a UsProCorp account, you agree to receive mandatory email updates regarding anomalous activity to your UsProCorp account. Using an email address that is not yours is a violation of our Terms and Conditions, and we reserve the right to drop such email address.
We reserve the right at all times (but will not have an obligation) to terminate users or to reclaim usernames or URLs.
As part of its services to you, you agree that UsProCorp may communicate with you on behalf of itself or of a third party. By providing UsProCorp with your contact information, you expressly consent to receiving communication via the contact information. You may not restrict or revoke that consent without discontinuing use of UsProCorp’s services.
If you establish an account, you are entirely responsible for all activities that occur under your account, whether authorized or not authorized. You agree to notify UsProCorp of any unauthorized use of your account or any other breach of security that is known or should be known to you. Your right to use the Services is personal to you, and you agree not to resell or make any commercial use of the Services or the Information without the express written consent of UsProCorp.
Third-Party Sites and External Sites
The Site may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms and conditions and privacy policies of each site. We are not responsible for any content or services provided by these third parties, and we disclaim all liability from anything that may occur when you utilize such third parties. Your use of any such third-party services is solely at your own risk. We may stop offering any such third-party sites or services at any time.
Media Endorsements and Informational Videos
The videos uploaded on our Site are for informational and advertising purposes only. Their purpose is to endorse UsProCorp and the Services. They are not meant to give you legal or tax advice. You cannot rely on the information provided in the videos without conducting your own research of laws and procedures in your state or jurisdiction.
UsProCorp Site Applications (UsProCorp Apps)
You agree that the UsProCorp Apps may send you push notifications if you turn on receipt of notifications or sign up to receive notifications. You further acknowledge that your use of the UsProCorp Apps may require use of your data plan from your cellular provider. You are responsible for payment of all data usage accrued based on your use of the UsProCorp Apps, and UsProCorp disclaims all responsibility for such data usage. In addition, if you allow UsProCorp Apps to utilize location services, the UsProCorp Apps may suggest to you and collect from you, certain information based on your geographic location.
Disclaimer of Warranties
THE SITE, THE USPROCORP APPS, AND ALL MATERIALS, INFORMATION, SEARCH RESULTS, USER CONTENT, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE OR THE USPROCORP APPS ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, USPROCORP AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. USPROCORP AND ITS AFFILIATES DISCLAIM ALL WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SITE, AND ALL MATERIALS, INFORMATION, USER CONTENT, SEARCH RESULTS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE. USPROCORP AND ITS AFFILIATES DISCLAIM ALL WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS MADE AVAILABLE BY USPROCORP.
UsProCorp shall have no liability for any interruptions in your access to the Site, the UsProCorp Apps or the Services. UsProCorp further disclaims all liability for any technical problems that interfere with your access to the Site or the UsProCorp Apps, including but not limited to failure of any telephone network or service, software errors, or failure of email delivery. This disclaimer covers injury or damage to your or to any other person’s computer, mobile device, or other hardware or software.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING OR OBTAINING ANY SUCH MATERIAL OR DATA.
UsProCorp disclaims all responsibility and liability for the accuracy, completeness, legality, reliability, operability, and availability of information or material displayed in or linked from any search results (including name searches, trademark searches, or UsProCorp Partner Program searches) or otherwise made available on the Site by UsProCorp, users or third parties, regardless of whether the information or material is paid for.
UsProCorp disclaims all responsibility and liability for the accuracy, completeness, and reliability of information provided by UsProCorp regarding most popular entity structures, filing fees, estimated processing time requirements, popular states for filings, and common user responses to questions. You acknowledge you are not paying UsProCorp for the aforementioned information. UsProCorp disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information, emails, alerts, or material (including User Content). UsProCorp further disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Site or on other sites or services on the Internet accessed through the Site.
Limitation of Liability
UsProCorp’s liability shall be limited in all cases to only those amounts paid to UsProCorp for Services as outlined in the UsProCorp Guarantee.
EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER USPROCORP NOR ITS AFFILIATES SHALL BE LIABLE TO ANY USER ON ANY CLAIM IN WHOLE OR IN PART ARISING FROM OR RELATED TO THAT USER’S USE OF, MISUSE OF, OR RELIANCE ON THE SITE, THE USPROCORP APPS OR THE SERVICES.
EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER USPROCORP NOR ANY OF ITS SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, INDEPENDENT CONTRACTORS, AGENTS OR EMPLOYEES SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, IN WHOLE OR IN PART ARISING FROM OR RELATED TO THE SERVICES, THE SITE, OR THE USPROCORP APPS. THIS LIMITATION APPLIES TO CLAIMS BASED ON CONTRACT, TORT, STATUTE, EQUITY, OR ANY OTHER THEORY, EVEN IF USPROCORP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, AND LOST DATA.
We are not responsible for advising you with respect to your obligations to maintain your legal entity, or to comply with corporate formalities, or to file annual reports, tax returns, or any other filings, fees, taxes, or documents due to be filed or submitted to a government municipality. Our sole responsibility is to provide assistance to you in preparing your forms as per your instructions and filing them with the designated governmental body.
Without limiting the foregoing, under no circumstances shall UsProCorp or its affiliates, or its or their third-party licensors, be liable for any delay or failure in performance resulting in whole or in part from causes beyond its or their reasonable control, including, without limitation, Internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, epidemics, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
Governing Law and Dispute Resolution
Our Site is operated and provided in the State of California. The laws of the State of California govern these Terms and Conditions and your access to the Site, the UsProCorp Apps and the Services, without giving effect to any choice of law rules. We make no representation that our Site, the UsProCorp Apps or the Services are appropriate, legal or available for use in other locations. Subject to the “Arbitration of Disputes” section below, you agree to submit all claims arising from or related to your relationship with us to the exclusive jurisdiction of the state and federal courts in Ventura County, California, and you waive any objections to jurisdiction, venue or forum. In any action between us, the prevailing party shall be entitled to recover its attorneys’ fees and costs.
Arbitration of Disputes
We encourage you to speak with counsel of your own choosing before using this Site or completing any purchase to better understand this arbitration provision.
If any disputes arise, please call our customer support center at (805) 449-2638. If our Customer Support Center is unable to resolve the matter to your satisfaction, you and UsProCorp each agree to submit the dispute either to small claims court or to binding arbitration. If the total amount in dispute $10,000.00 or less, the claim(s) shall be filed in small claims court, and the decision of the court shall be final. If the total amount in dispute is more than $10,000.00, the claim(s) shall be submitted to binding arbitration, as follows.
The party who intends to seek arbitration must first send, by U.S. certified mail, a written notice of dispute to the other party. The notice must describe the nature and basis of the claim or dispute and set forth the specific relief sought. The parties then shall attempt in good faith to informally resolve the dispute. If no resolution is reached within 30 days after the notice is received, either party may commence an arbitration proceeding, in accordance with the Comprehensive Arbitration Rules & Procedures of the Judicial Arbitration and Mediation Service (JAMS), available at www.jamsadr.com. The arbitration shall be conducted in Ventura County, California, before a single arbitrator. The fees of the arbitrator shall be shared equally between the parties.
The parties agree that, by assenting to these Terms and Conditions, they are each waiving the right to a trial by jury.
In consideration for your access to the Site and the Services, you agree not to sue UsProCorp as a class plaintiff or representative plaintiff or to participate, as a class member or otherwise, in any representative action against UsProCorp. Nothing in this paragraph limits your rights to assert any individual claim in accordance with these Terms and Conditions.
Information or Complaints
If you have a question or complaint regarding the Site, please contact us via our contact page at: https://www.UsProCorp.com/about/contact/. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
You agree to indemnify, defend, and hold UsProCorp, its shareholders, subsidiaries, affiliates, directors, officers, independent contractors, agents and employees, harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party arising from or related to: (a) your use of the Services, the Site, or the UsProCorp Apps, or any of the information contained therein; (b) a violation of these Terms and Conditions; or (c) infringement by you, or other user of the Services using your computer, of any intellectual property or any other right of any person or entity. If we are threatened by a third party, we may seek written assurances from you concerning your promise to indemnify us. Your failure to provide these assurances may be considered by us to be a breach of these Terms and Conditions.
Refunds and Returns
Refunds will be issued only pursuant to the UsProCorp Guarantee and these Terms and Conditions. If you are not satisfied for any reason with our Services, you may request a refund of our service fees. If we make an error in filing your documents, we will promptly correct the error at no additional charge to you. The Guarantee is limited to the refund of UsProCorp’s service fees and DOES NOT INCLUDE REFUNDS FOR GOVERNMENT FEES, whether state, federal or local, payments made to any third parties in connection with the Services provided (such as payments to state or county agencies, federal agencies, newspapers for publication requirements, or notary fees), or shipping and handling fees. You agree that refunds will be issued only if a request for a refund is made within 60 days of purchasing the Service, and that no refunds will be issued if the request for a refund is made more than 60 days from the date the Service is purchased. No refunds will be issued for any reason if documentation was sent to you for your signature, and you did not return it within 60 days of the date we sent it. If there is a physical product received as part of the purchase, the product must be returned to us at UsProCorp, Incorporated, Attn. Returns Department, 31416 Agoura Rd. Suite 1180, Westlake Village, CA 91361, within 60 days of the original product ship date to qualify for a refund.
Payment of Fees
As consideration for the Services, you agree to pay us the applicable service(s) fee as posted on the Site at the time you place your order. All fees payable hereunder are non-refundable except as otherwise provided in the Guarantee. You further agree to provide current, complete and accurate information throughout the application process and to keep that information current, complete and accurate throughout the time in which the Services are provided.
Right to Refuse to Provide Service
UsProCorp reserves the right to cancel any account and refuse to provide services to anyone, for any reason, at any time.
A fee of $25 will be added to all checks returned to UsProCorp or that fail to clear for any reason. This is in addition to any fees your bank may impose.
Your Information and Email Transmissions
If you are an agent acting on behalf of another in any capacity, as an attorney, an accountant, or otherwise, then you agree to be bound by these Terms and Conditions. If you are the client of an agent who is using the Site to purchase Services, then you agree to be bound by these Terms and Conditions as if you were making the purchase directly and as a principal.
Modifications and Interruption to Service
UsProCorp reserves the right to modify or discontinue access to and operation of the Site, the UsProCorp Apps, and the Services with or without notice. We shall not be liable to you or any third party should we exercise that right. You acknowledge and accept that UsProCorp does not guarantee continuous, uninterrupted or secure access to the Site and that operation of the Site and the UsProCorp Apps in provision of the Services may be adversely affected by numerous factors or circumstances within or outside of our control.
Compliance with Laws
You are responsible for compliance with all applicable law. You may not use the Site, the UsProCorp Apps, or the Services in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation.
Copyright and Trademark Information
All content included or available on the Site, including Site design, text, graphics, interfaces, and the selection and arrangements thereof is Copyright © UsProCorp, Incorporated, 2009-2020, with all rights reserved, or is the property of UsProCorp or third parties and is protected by applicable law. Any use of materials on the Site, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of UsProCorp is strictly prohibited. You agree that you will not use any robot, spider, or other software, device, or process to monitor or copy any portion of the Site without prior written permission of an authorized officer of UsProCorp.
UsProCorp®, BIZAlerts®, Corporate Minutes Wizard™, and Business Structure Wizard™ are trademarks of UsProCorp, Incorporated. Our trademarks may not be used in connection with any product or service that is not provided by UsProCorp, in any manner that is likely to cause confusion among customers, or in any manner that disparages UsProCorp.
All other trademarks displayed on the Site are the trademarks of their respective owners and constitute neither an endorsement nor a recommendation of any product or service of those owners. In addition, such use of trademarks or links to the websites of third parties is not intended to imply, directly or indirectly, that those third parties endorse or have any affiliation with UsProCorp.
Claims of Infringement
The Digital Millennium Copyright Act of 1998 (the “DMCA“) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by UsProCorp infringe your copyright, you or your agent may send us a notice requesting that the material be removed or access to it blocked. The notice must include the information required by the DMCA; see http://www.loc.gov/copyright/ for details. DMCA notices may be sent in writing to UsProCorp Copyright Notice, 31416 Agoura Rd. Suite 118, Westlake Village, CA 91361, USA, or to legal@UsProCorp.com. We suggest that you consult your legal advisor before submitting a notice.
If you believe in good faith that a notice of copyright infringement has been wrongly submitted against you, the DMCA permits you to send UsProCorp a counter-notice.
For claims of infringement that do not involve a U.S. copyright, please contact us at legal@UsProCorp.com.
We reserve the right, at any time, to modify, alter, or update these Terms and Conditions without prior notice. Modifications shall become effective immediately upon being posted at UsProCorp.com. Your continued use of the Site, the UsProCorp Apps, or the Services after amendments are posted constitutes an acknowledgment and acceptance of those modifications.
If any provision of these Terms and Conditions is determined to be unlawful, void or unenforceable for any reason, the other provisions (and any partially enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent.
You agree that your obligations under these Terms and Conditions and any other agreements between you and us may be assigned by UsProCorp, in our sole discretion, to a third party as we deem appropriate in our sole discretion.
Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of these Terms and Conditions be construed as a continuing waiver of other breaches of the same or other provisions of these Terms and Conditions. Neither failure nor delay on the part of UsProCorp to exercise any right, remedy, power or privilege hereunder nor course of dealing between the parties shall operate as a waiver thereof, or of the exercise of any other right, remedy, power or privilege.
By accessing or using the Site, the UsProCorp Apps, or the Services, you signify your assent to these Terms and Conditions and agree to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations, copyright laws, and other laws regarding intellectual property. You represent, warrant, and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; and (b) are not on any of the U.S. government lists of restricted end users. The materials on the Site are provided with “Restricted Rights.” Use, duplication, or disclosure by the government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the government constitutes acknowledgment of UsProCorp’s proprietary rights in them.
Supplemental Terms and Conditions
Depending on the site areas you use or access, and the products and services you receive, purchase, or subscribe to, the following Supplemental Terms and Conditions apply:
Registered Agent Services Users
In addition to the other UsProCorp terms, these Supplemental Terms and Conditions apply for users of our Registered Agent Services (“RA Services”) and create legally enforceable rights and obligations between you and UsProCorp detailing your use of the RA Services. These Terms and Conditions are effective as of the date you accept them by purchasing the RA Services, accepting a promotional trial thereof, or purchasing a package that includes RA Services (the “Effective Date”). Please read these Supplemental Terms and Conditions carefully.
UsProCorp’s statutory representation services are limited to the receipt and forwarding of items covered under the state statutes. UsProCorp will forward your service of process and any official state or government documents by uploading them to your online account. If items are too big to scan into our database, we will forward via regular mail after scanning the first pages of the document into our database.
The use of our Services does not create any relationship with the user or the user’s client other than a contractual relationship. UsProCorp does not own the entities it represents or have any interest in them. UsProCorp has no obligation to forward any items if the user or the user’s client are no longer using the Services. UsProCorp has no obligation to forward items sent without an agreement to provide the Services. The user and/or the user’s client assume all liability for items delivered to UsProCorp without an agreement, and the user and the user’s client will be held jointly liable for our reasonable fees associated with any efforts we undertake on either of their behalf.
If you are an attorney or other agent acting on behalf of your client with respect to our RA Services, then your agreement to indemnify and defend us and hold us harmless from any liability arising from or related to your intentional or negligent failure to forward any service of process to your client.
If you are a CPP Member, then you authorize us to contact your client directly for the sole purpose of forwarding any legal process or other document we receive that is addressed to your client. By obtaining this authorization, we are not undertaking to forward those documents. We will not contact your client directly for any other purpose.
Cancellation of the Registered Agent Service
You may cancel the RA Service at any time. If you wish to cancel, you must properly file, with the appropriate government agency, the documents required to remove UsProCorp and/or its affiliates as the Registered Agent for your business entity. In most jurisdictions, the law requires that you appoint a Registered Agent. Rules and regulations governing who may act as a registered agent vary by state. To properly cancel the RA Service with UsProCorp, you must provide proof that you have effectively removed UsProCorp and its affiliates as your agent for service of process. Upon providing such proof, and upon your written request, UsProCorp will terminate all subscriptions for RA Service for the entities and jurisdictions you would like to cancel and will stop accepting service of process on your behalf. In addition, all alerts for your RA Service shall cease, and we will no longer forward any service of process or other mail to your provided contact. Immediately upon cancellation, the user and the user’s client assume all responsibility for proper delivery and handling of all legal process.
You Must Notify Us of any Changes to Information
You are responsible for advising us of address and persons authorized to receive notifications, reports, processes, and legal matters. You grant to us and our affiliates the authority to receive and open all items delivered to us on your behalf. We are authorized to rely on contact information and instructions provided by you when we forward items. Changes to contact information and instructions will be effective after we have entered them into our database. We are not liable for misdelivered items.
You Must Accept Mail and Email from Us
At our request, you must sign for or otherwise acknowledge your acceptance of all mail sent to you by your Registered Agent. If you refuse to accept mail or email forwarded to you, you will bear any costs of return shipping of the mail. Further, we shall not be responsible for the returned mail, nor do we have any obligation to resend that mail or email. If you are utilizing RA Services, we strongly suggest that you add our domain (UsProCorp.com) to your white list of allowed email senders, to ensure you receive timely notifications of legal proceedings and other compliance matters.
You acknowledge and agree that we have no responsibility or liability to store any mail, legal notices, messages, documents, or other content received or transmitted. We may subcontract any third-party services for any work, obligations, or other performance required under these Terms and Conditions without your consent. Unless explicitly stated otherwise, any new features that augment or enhance the current Services are subject to these Terms and Conditions.
You must pay all fees, including filing fees, for the services you are requiring in accordance with the terms in effect at the time of your purchase. UsProCorp may increase its fees for these Services to you effective the first day of a given period by providing you notice of the new fees at least thirty (30) days before providing the Services. If you do not cancel the Services, you will be deemed to have accepted the new fee and any subsequent renewal terms. If you add a product or service to your subscription, UsProCorp may, in its sole discretion, charge you a prorated portion of the cost to align your renewal date with your current subscription.
Automatically Renewing Service
For automatically renewing Services, your Service will renew automatically at the end of the initial term and at the end of each successive renewal term until you notify us in writing that you want to terminate the Services. If you do not notify us, your credit card will automatically be charged for the renewal term. UsProCorp may adjust your renewal date in subsequent renewal periods without notice. This will be reflected by a charge to your account on a prorated basis according to the number of days that have passed since the date of your latest renewal charge. If a charge made to your account is declined, UsProCorp may make up to five attempts to bill that card over a 30-day period. UsProCorp may obtain automatic updates for any expiring credit cards you have provided.
Non-automatically Renewing Service
If you have not opted for automatic renewal of your Service, the renewal will be invoiced approximately two months before the start date of such renewal terms, with your date due set no later than the first day of the renewal term. If a charge made to your account is declined, UsProCorp may make additional attempts to bill that card over a 30-day period. If payment is more than 15 days late, there will be a late payment penalty of $20.00. If the account is more than 30 days past due, UsProCorp may terminate the Services and cancel your subscription.
UsProCorp may terminate your RA Service and stop serving as your registered agent if: (a) you fail to provide accurate, complete, and current information as requested or required by UsProCorp or your Registered Agent; (b) we are unable to locate you after reasonably diligent efforts; (c) you fail to pay any amounts owed when due; (d) we suspect illegal activity; or (e) we choose to do so for any other lawful reason.
If your Services are terminated for any reason, you agree to update all public and private records and file all appropriate forms and notices to terminate any role or status UsProCorp and its affiliates have in connection with you or your client. After termination of the Services, any First-Class Mail that your Registered Agent receives on your behalf will be marked “Return to Sender.” All other communications will be destroyed.
YOU WAIVE AND RELEASE YOUR REGISTERED AGENT FROM COMPLIANCE WITH ANY OBLIGATION TO FORWARD OR RE-MAIL NOTICES OR MAIL RECEIVED AFTER YOUR SUBSCRIPTION HAS BEEN TERMINATED. YOU SPECIFICALLY AGREE THAT YOUR REGISTERED AGENT HAS NO OBLIGATION TO FORWARD OR RE-MAIL NOTICES OR MAIL TO YOU. YOU AGREE TO HOLD USPROCORP, YOUR REGISTERED AGENT AND THE AFFILIATES OF EACH HARMLESS FROM ANY CLAIM TO THE CONTRARY. THE RELATIONSHIP IS TERMINATED AT THAT POINT AND USPROCORP DOES NOT HAVE ANY RESPONSIBILITIES TO YOU. At UsProCorp’s discretion, UsProCorp may officially resign from its position, even if that puts your company in default or causes it to lose any license, good standing or other approval. You agree to compensate UsProCorp for all associated fees in drafting and filing any such documents.
You represent and warrant to us that anyone with access to your user account is authorized to terminate the RA Service.
You hereby release UsProCorp and its affiliates from all responsibility and liability for communications, notices and legal process UsProCorp or its affiliates might receive after the termination of the RA Service.
You agree not to submit a “change of address” request with the United States Postal Service, designating our address as your new address.
Entity Formation Authorization and Release
For corporate formations: You authorize us and any of our employees, agents, or other designees to act as incorporator of the corporation on your behalf. You warrant and represent, under penalty of perjury, that the information you are submitting is true to the best of your knowledge and that you have no intent to deceive or defraud us or any third parties. You further acknowledge that the individual designated by us as the incorporator is NOT a shareholder, director, officer, or other interested party and has no real liability, on-going duty, or other significance. The sole function of the person designated as incorporator of the corporation is to file Articles of Incorporation and other required documents with the appropriate state office.
For limited liability company formations: You authorize us and any of our employees, agents, or other designees to act as incorporator of the corporation on your behalf. You warrant and represent, under penalty of perjury, that the information you are submitting is true to the best of your knowledge and that you have no intent to deceive or defraud us or any third parties. You further acknowledge that the individual designated by us as the organizer of the LLC is NOT a member, manager, or other interested party and has no real liability, on-going duty, or other significance. The sole function of the person designated as organizer of the LLC is merely to file the Articles of Organization and other required documents with the appropriate state office.
Government Filing Requirements: We are not responsible for advising you or reminding you of any requirements or obligations of any governmental body, whether federal, state or local. This includes but is not limited to any obligations to make filings or pay required taxes or fees. Our sole obligation is to submit the filing as requested by you in your purchase of Services from us. You agree to take sole responsibility for ongoing business entity maintenance requirements and corporate formalities.
Express, Rush, and Delayed Filing Requests Users
We offer various filing services and multiple processing speed options.
The time required to process an Express or Rush filing depends on each state’s specific processing time requirements and constraints. We cannot guarantee that your document will be filed within the time you desire, since we do not control the government entities that process the filing. We assume no liability for the government’s delayed filing of your documents.
Delayed Filing Requests are defined as when you request your business entity to be filed on a specific day in the future, or after a specific date such as the first of the year. If the documents are filed BEFORE your requested date of filing, we will offer a full refund of our fees excluding filing costs. We assume no liability for any consequences of the different filing dates other than what is stated above. NOTE: We CANNOT guarantee a specific date of filing; we can offer only to submit a filing AFTER a specific date.
Business Filing Services Users
State and government fees are NON-REFUNDABLE. Only UsProCorp fees are fully refundable.
The user assumes all liability for tax consequence of any filing it makes, or UsProCorp makes on its behalf.
Government entities charge additional fees for expedited or rush services. These fees are state or government charges, not ours, and will be passed through to the user.
You understand that if a government office fails to process a normal or expedited filing quickly, the government will not issue us a refund, and in turn, we cannot issue client a refund of filing fees or rush fees. You acknowledge and agree that you shall NOT dispute credit card or other charges for any such fees. We have no control over the state officials and their filing procedures or timelines.
You assume liability for charges incurred as a result of services performed by us on your behalf or at your direction, that are in addition to services bought online or paid for in advance.
State and government fees are due upon purchase.
Name Selection for Business Filings and Trademarks Users
If you are using a Site area or Services that involve or affect a name selection (including but not limited to: business name reservations, business name registrations, incorporation or LLC filings, DBA or fictitious business name filings, or trademark searches or applications), then you will provide us with a name you have selected for that site area or specific Service. You agree that you are responsible for the spelling of the name you have provided and that you have double-checked it and it is the spelling you desire. You understand that once you have submitted your order and once the documents have been submitted for filing to the government office, the name cannot be changed, unless you request a name change and pay the appropriate fees to us.
We cannot and do not check to see whether the name you select, or the use you make of such name, infringes on the legal rights of others. We encourage you to seek the advice of counsel to investigate whether the name you select, or its use, infringes on the rights of others. When you submit your order, you represent that such name does not infringe on the rights of others and that the name is not being registered for an unlawful purpose. You agree to hold us harmless against any and all claims arising from or related to any third parties’ rights regarding the use of the name.
If your desired Business Filing includes the registration of a business name, then once you select your desired business name and provide it to us, we will perform a preliminary, non-binding name availability search in the appropriate jurisdiction to determine whether it is available to be used in the state of filing. This “name availability search” is being conducted strictly for the purpose of determining the likelihood that the requested state filing will be successful for a given name. If your provided name is not available, we will then move on to your second or third choice (if applicable). If you wish to cancel the filing process upon notice that the entity name(s) you have chosen is/are unavailable, we will gladly cancel your filing request and refund the service fees paid to us minus any state or government fees that may have been paid in an effort to secure your desired name. You may request a cancellation of your order by providing a written request for cancellation to us, and we will cancel your order upon receipt of notice and process any refunds as per the guidelines stated under Refunds and Returns.
If you do not include the proper corporate indicator at the end of your entity name, (i.e., “Inc.”, “Incorporated”, “Corp.” “Corporation”, “Limited Liability Company” or “LLC”), we will add the “Inc.” or “LLC” suffix at the end of your entity name to complete the processing of your document filing request in those states where required. We cannot guarantee that the name will be available at any time during the process, even if you have reserved it. You acknowledge that registering or reserving a name does not guarantee that the name will ultimately be available or that it will not be challenged by a third party. You may not rely on the name of your entity or state to any person that your entity has been formed until you receive original, state-issued and approved, entity formation documents, such as Articles of Incorporation or Organization. We strongly recommend that you not create any marketing or promotional materials, including websites, company business cards, or brochures, until you receive those documents.
You understand that a corporate name that is available for registration MIGHT STILL INFRINGE ON THE TRADEMARK RIGHTS OF ANOTHER. We are not rendering an opinion as to whether use of your desired business name may infringe upon the rights of others.
UsProCorp makes no warranties or guarantees regarding the accuracy of the name search results.
The phone number and email address information that you provide to us will be used by a UsProCorp representative to contact you and follow up with you regarding your name availability results. Phone communication will be attempted at least 3 times and email communication will be attempted at least 7 times with no further communication unless you are subscribed to another mailing list or we must communicate with you for administrative or billing purposes.
If you wish to unsubscribe yourself from any UsProCorp marketing email campaigns and/or communication, including being appraised of your name availability results via phone or email, you may contact us at: 1.805.449.2638 or email your inquiries to our support team at unsubscribe@UsProCorp.com with your unsubscribe requests.
Trademark Search and Registration Users
UsProCorp updates its databases with the latest trademark information available from the United States Patent and Trademark Office (USPTO). The accuracy and integrity of the data is NOT insured. UsProCorp and its affiliates, agents, licensors, and third-party providers hereby disclaim all representations and warranties as provided elsewhere in these Terms and Conditions. Any liability arising from the use or our website or of the preparation of a trademark search report is limited to a refund of the search fee paid (if any).
Many factors determine whether a mark may be successfully registered with the USPTO. Such factors include whether the mark: (a) is being “used in commerce” within the meaning of trademark law; (b) properly identifies the source of the goods or services; (c) is confusingly similar to or dilutes other marks; or (d) is generic or merely descriptive of the products or services associate with the mark.
UsProCorp DOES NOT interpret your search results to determine whether your trademark is available for use or registration or whether its use may infringe upon the rights of others. Such a determination may be made only by you or your attorney.
Alerts, Notifications, BIZAlerts® and Compliance Monitoring Users
UsProCorp offers alerts for important due dates and filing deadlines for businesses. We refer to this service as:
Alerts and Notifications
Corporate Compliance Alerts
Corporate Compliance Monitoring
“Corporate compliance” refers to the federal, state, and local rules required to keep your business entity in good standing with the state where it conducts business.
We will reach out to you through calendar alerts to remind you of certain upcoming filing deadlines. Our system and its notifications are limited to only certain type of filings. Local, industry-specific, licensing, and tax issues are not included as part of this state filing service. We make no guarantees or warranties about the compliance alerts described herein. We are not liable if you miss a filing deadline. You must conduct your own research to ensure you are compliant with applicable laws. We reserve the right to make changes or updates to this service at any time. You are responsible for informing us of changes to your email or phone number.
Business Structure Wizard Users
On our Site, through an Application called “Business Structure Wizard,” we offer self-help “fill in the bubble” questionnaires to educate you about which benefits are usually associated with the different types of business structures. You understand that your use of this application is neither legal advice nor the practice of law, and that each form and any applicable instructions or guidance are not customized to your particular needs. Further, these forms do not contain any tax advice. You should consult a lawyer or a tax specialist if you have any tax questions. We make no representation that the materials on these pages are appropriate or available for use in any particular location. Those who choose to access these pages do so on their own initiative and are responsible for compliance with local laws.
We grant you a limited, personal, non-exclusive, non-transferable license to use our application for your own personal internal business use.
North Carolina Users
The following additional terms, conditions, and disclosures apply to forms or templates to be filed in the State of North Carolina.
Pursuant to N.C. General Statute Section 84-2.2, residents of North Carolina have the opportunity to Review Completed Forms Prior to Purchase. Residents of North Carolina will be provided a means to see the blank template or completed form before finalizing a purchase of that document. If you are forming a North Carolina entity and do not receive an opportunity to review your completed form prior to purchase, please contact us at 1.805.449.2638 or via email at support@UsProCorp.com, so that we can ensure you are given this opportunity before your purchase becomes final or you are billed for your purchase.
Review of North Carolina Forms
All forms relating to North Carolina entities are reviewed at least annually by an attorney licensed to practice law in the State of North Carolina. Upon written request, UsProCorp will provide North Carolina consumers with the name and address of the reviewing attorneys, as well as the date of the last such review.
No Legal Advice is Being Provided by UsProCorp
As set forth in these terms, UsProCorp is not providing you legal advice. Any forms or templates are not a substitute for the advice or services of an attorney.
UsProCorp’s Legal Name and Physical Location
The entity providing you templates is UsProCorp, Incorporated, a California corporation located at: 31416 Agoura Rd. Suite 118, Westlake Village, California, 91361 (County of Ventura).
Disclaimer of Rights/Warranties and Venue Provisions
North Carolina General Statutes Sections 84-2.2(a)(5) and (6) shall supersede any provisions herein which limit a consumer’s recovery of damages or remedies with respect to forms or templates to be filed in North Carolina, which limit or disclaim any warranties or liability, or which provide for jurisdiction or venue outside of North Carolina with respect to North Carolina forms or templates.
Further, under the Federal Arbitration Act, 9 U.S.C. § 2, the North Carolina statute does not affect an arbitration provision. Accordingly, the provisions herein relating to arbitration remain applicable to North Carolina forms and templates. If you are purchasing a North Carolina form or template, you expressly agree to the UsProCorp arbitration clause.
Consumer Satisfaction Process
If you at any time become concerned that UsProCorp is engaged in the unauthorized practice of law in North Carolina, please inform us by telephone at 1.805.449.2638, by email at legal@UsProCorp.com, or by mail at UsProCorp, Incorporated, Attention: Legal Department, 31416 Agoura Rd. Suite 118, Westlake Village, CA 91361. We will immediately relay any such concern to the North Carolina State Bar.
In addition, if you are not satisfied with any of our services, please contact us immediately for a friendly and courteous resolution at support@UsProCorp.com