Acceptance of the Terms of Use
These terms of use are entered into by and between You and 123Start.biz, LLC ("Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of https://123Start.biz, including any content, functionality, and services offered on or through https://123Start.biz (the "Website"), including 123Start.biz RegisteredAgents™ - USA Registered Agency Service, 123Start.biz MailServices™ - Mail Services with a USA Address, 123Start.biz VoIP Phone™ - VoIP Global Phone Service providing a USA Phone, 123Start.biz Consults™ - Business Consulting service for USA business, 123Start.biz BankAssist™ - US Bank Assistance for setup, each of which are subject to separate terms of service, available at https://123Start.biz/terms, whether as a guest or a registered user.
Please read the Terms of Use carefully before you begin to use the Website or its Products & Services. Terms of Use can be found at https://123Start.biz/terms. **By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at **https://123Start.biz/privacy , incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website. Your use and/or access of the Services acts as your acknowledgment and agreement to the Terms of Use Policy. We may update our Terms of Use to reflect changes to our information practices. If we do this and the changes are material, we will post a notice at the top of Terms of Use, stating that we have made changes to the Terms of Use ( https://123Start.biz/terms ) and the changes will be in “green letters” for at least 7 days before the changes are made, and we will indicate the date these terms were last revised at the top of the Terms of Use. Any revisions to the Terms of Use will become effective at the end of 7 days from the Update date.
This Website is available to users who are 18 years of age or older or if younger, have received parental consent to incorporate and use 123Start.biz services and products, reside in the United States or a country without any restrictions prohibiting incorporation in the United States, who have citizenship in the United States or a country without any restrictions prohibiting incorporation in the United States. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
IMPORTANT: WE UNABLE TO PROVIDE SERVICES TO FROM CITIZENS OF ALBANIA, BELARUS, BOSNIA, BURUNDI, CENTRAL AFRICAN REPUBLIC, CROATIA, CUBA, CYPRUS, DEMOCRATIC REPUBLIC OF THE CONGO, IRAN, IRAQ, LEBANON, LIBERIA, LIBYA, MACEDONIA, MONTENEGRO, NICARAGUA, NORTH KOREA, RUSSIA, SERBIA, SLOVENIA, SOMALIA, SOUTH SUDAN, SUDAN, SYRIA, UKRAINE (CRIMEA REGION), VENEZUELA, YEMEN, ZIMBABWE
Registration Time Frames
It typically takes between 0-14 days to register a company with 123Start.biz , depending on the state you want to incorporate in. The following are the estimated processing times for each state:
- Delaware: Registration in Delaware usually takes approximately 1-3 weeks.
- California: Registering a company in California generally takes around 10-14 business days.
- Wyoming: The registration process in Wyoming typically takes less than 1 day.
- New York: Registering a company in New York takes less than 1 day.
- Florida: The registration process in Florida generally takes around 2-3 business days.
- Colorado: Registering a company in Colorado typically takes less than 1 day.
Please note that these time frames are estimates and can vary depending on the specific circumstances and workload of the state authorities.
Our Services
Our business formation and incorporation service (also known as “123Start.biz 123Start™”) is offered to our 123Start.biz customers. It allows our users to form a US legal company in the United States and obtain documents, registrations and resources to build a business or company, including obtaining a US Tax ID for the US Legal company. Users will be able to access documents generated by the 123Start.biz site, in connection with 123Start.biz 3rd party partners that provide different services for users, and take advantage of perks and discounts within 123Start.biz and its related companies.
“Additional Services”
The 123Start.biz Consults™ service is offered to our 123Start.biz customers. It allows our users to obtain ‘business advice’ from the company based on more than 100 years of combined business knowledge of forming, growing and selling businesses. This service does NOT use attorneys and is NOT legal advice. It is only advice from experienced business individuals. The advice given will not be ‘legal advice’ or ‘financial advice’ and with any advice given it is recommended that you consult with a licensed Attorney and/or licensed Financial Professional.
By using 123Start.biz Consults™ service, you are not forming an attorney/client relationship. At no time does the Company keep any information related to your request to consult and we advise you not to disclose confidential information. The information provided to you by 123Start.biz Consults™ is a knowledgeable & experienced - opinion.
123Start.biz and 123Start.biz Consults™ is not a law firm and may not perform services that are typically done by an attorney.
123Start.biz and its Website and 123Start.biz Consults™ are not a substitute for the advice or services of a licensed attorney or financial professional.
Our 123Start.biz RegisteredAgents™ is a Registered Agent Service as all States in the USA require all registered companies to have a Registered Agent in the State you are registered in. 123Start.biz Consults™ provides that service for you. The FIRST YEAR IS FREE with you company registration and after that there is a small fee for 123Start.biz Consults™ to continue to be your Registered Agent each year.
And, 123Start.biz MailServices™ is a Virtual Mail service to provide both: An American Address and also to receive your mail and provide a scan copy of the envelope online to you - where you can decide if it is junk mail to be destroyed or you want the opened and the contents scanned - at which time you can download any documents online. Or to forward the mail to an address for you ‘anywhere on earth’. And even deposit checks for you and other services.
Additionally, 123Start.biz VoIP Phone™ provides a virtual phone service, a VoIP Global Phone Service providing a USA Phone, for very little money. This provides the customer with phone calls from USA to the Customers cell phone anywhere on earth - FREE. There are no minute to minute charges, just one very small month cost for the phone and all calls & text are free.
And finally, 123Start.biz BankAssist™ which provides assistance to anyone in or outside the USA - anywhere on Earth, the ability to set up a US Bank account, for their business using their US Business corporation or LLC, US Address, US Tax ID andUSA phone - to help set up a USA Bank Account.
And other services not listed here, each of which are subject to these and additional separate terms of service, available at https://123Start.biz/terms.
Fees
In certain instances, we may charge a fee or fees for use of the Services available on our Website. You are responsible for any fees applicable to content that you post or other features, products, services or licenses you purchase or that are purchased through your account. You authorize us or our designated payment processor to charge your specified credit card, debit card or other payment method for such fees.
Unless expressly indicated, all fees are denominated in United States dollars and will be charged in United States dollars. The stated fee does not include any applicable sales or other taxes. The settlement of currency exchange rates and foreign transaction fees are subject to your agreement with your payment provider or credit card issuer.
With the exception of circumstances mandated by law or otherwise mentioned on the site or in the services, all fees are final and nonrefundable. Additionally, users are unable to cancel payments or purchases. Nevertheless, we reserve the right to reject or discontinue any purchase or attempted purchase at any time at our sole discretion.
Money Back Guarantee
In the event that you encounter any problems with the Services you have received, please reach out to us at help.123Start.biz. Our customer service representative will diligently work towards resolving your concerns. If your business incorporation cannot be completed or you opt to cancel an unfulfilled service within 15 days of purchase, we will reimburse you with 100% of the fees paid to 123Start.biz. It's essential to note that solely 123Start.biz fees are refundable, and subject to all other terms herein. All government, state, and third-party fees incurred during your filing services are non-refundable, to the extent that they have already been paid on your behalf.
(a) What is the refund policy?
We stand by our services with a 15-day money back guarantee. 123Start.biz will issue a full refund within 15 days of purchase ‘not including any state fees or third-party fees already paid’.
(b) When does it apply?
Refunds are applicable in the following cases:
123Start.biz 123Start™Registration: Request refund before company registration has been filed (full refund possible if the registered agent has not yet submitted filing to the applicable state). If it has been filed and there are issues the company did incorrectly.
EIN: [US Employer Identification Number - IRS] Request for refund before EIN has been applied for and/or IRS form SS4 has not been faxed to IRS (100% refund of 123Start.biz fees paid). Request after EIN has been applied for and/or IRS form SS4 has been faxed to IRS (partial refund of 50% of 123Start.biz fees paid), subject to the Company failing on their duty for this task.
123Start.biz RegisteredAgents™Request for refund or cancellation within the first 30 days of the year 123Start.biz RegisteredAgents™ is to represent Customers US Company, (100% refund of 123Start.biz fees paid). Request a refund or cancellation more than 30 days after the beginning of the year 123Start.biz RegisteredAgents™ is representing Customers US Company (50% of unused months and immediate cancellation of all services) and these terms are subject to the Company failing on their duty for this task.
123Start.biz MailServices™Request for refund or cancellation can be done with 30 days advance notice. Any prepaid services beyond the 30 day period, 100% refund. Any pre-paid services to the Mail Service provider, are subject to the providers policies and not handled by this Company. Customers will need to discuss that with the 3rd Party provider.
123Start.biz VoIP Phone™Request for refund or cancellation can be done with 30 days advance notice. Any prepaid services beyond the 30 day period, 100% refund. Any pre-paid services to the Mail Service provider, are subject to the providers policies and not handled by this Company. Customers will need to discuss that with the 3rd Party provider.
123Start.biz Consults™Request for refund or cancellation only requires fifteen days (15 days) notice by email or to our chat. Any advance paid funds will be first applied to any outstanding bills and then the balance will be refunded.
123Start.biz BankAssist™Request for refund before Bank Forms are provided to Bank (100% refund of 123Start.biz fees paid). Request after Bank Documents are completed and provided to Bank, (partial refund of 50% of 123Start.biz fees paid), subject to the Company failing on their duty for this task. Any and all funds held in bank or fees charged by the bank require the Customer to deal directly with the Bank, as this Company does not handle any Customers bank transactions.
(c) What can’t be refunded?
- Once we submit any paperwork to the government on your behalf, we cannot refund any filing fees.
- In addition, if you purchase a product through us that is serviced by a third party (such as 123Start.biz RegisteredAgents™ - USA Registered Agency Service, 123Start.biz MailServices™ - Mail Services with a USA Address, 123Start.biz VoIP Phone™ - VoIP Global Phone Service providing a USA Phone, 123Start.biz Consults™ - Business Consulting service for USA business, 123Start.biz BankAssist™ - US Bank Assistance for setup), many of these use 3rd Party providers and we cannot refund fees paid to those providers.
Application for Incorporation or LLC
Potential Delays
The process of setting up a company may take longer than the estimated time if one of the parties involved (e.g., State Agent, IRS, Registered Agent, or any other party) requires additional time to process the request.
Once the state formation fee is covered by 123Start.biz, no changes can be made to the selected state of formation or the provided name.
All of the documents will be provided digitally, sent via email, and uploaded to the customer's profile within 123Start.biz. A physical copy of the documents will not be provided.
Cancellation
You may cancel your application for incorporation and get a full refund, as described in the section titled “Money Back Guarantee” above, except as follows:
- We are not able to process a refund once the company formation process is complete.
- We are not able to process a refund while any government agency (e.g., Secretary of State, IRS, or other agency) is reviewing the documents.
- We are not able to process a refund if you are not satisfied with the services provided outside of our website (e.g., by third-party service providers like Virtual Mail, VoIP and other services like this).
Other Fees
The customer is responsible for covering the fees associated with setting up and running a company that are not covered by our services (e.g., notarization fees, CPA fees, and other fees that are not covered by our one-time fee).
Restricted Countries
We are unable to accept applications from citizens of Albania, Belarus, Bosnia, Burundi, Central African Republic, Croatia, Cuba, Cyprus, Democratic Republic of the Congo, Iran, Iraq, Lebanon, Liberia, Libya, Macedonia, Montenegro, Nicaragua, North Korea, Russia, Serbia, Slovenia, Somalia, South Sudan, Sudan, Syria, Ukraine (Crimea region), Venezuela, Yemen, Zimbabwe due to government restrictions. These restrictions are subject to change.
Bank Account & Banking Partners
Our banking partners, our third-party entities, and we do not have control over how they underwrite customers or work through your application during the underwriting process.
Our banking partners have specific country restrictions in the following countries: Belarus, Burundi, Central African Republic, Cuba, the Democratic Republic of Congo, Iran, Iraq, Lebanon, Libya, Nicaragua, North Korea, Somalia, South Sudan, Sudan, Syria, Ukraine, Yemen, Zimbabwe. These restrictions are subject to change, so please connect with our team to confirm if there is a solution for your country.
This is specifically a residence requirement, so if citizens of these countries who have since moved elsewhere apply, our banking partner can often approve them.
Termination
Information on how to end a service:
123Start.biz 123Start™ - Advise the Company by chat online and/or email to Service@123Start.biz, advising you wish to cancel your service.
123Start.biz RegisteredAgents™ - Advise the Company by chat online and/or email to Service@123Start.biz, advising you wish to cancel your service.
123Start.biz MailServices™ - Advise the Company by chat online and/or email to Service@123Start.biz, advising you wish to cancel your service. You will also probably need to contact the mail service and advise them by email.
123Start.biz VoIP Phone™ - Advise the Company by chat online and/or email to Service@123Start.biz, advising you wish to cancel your service. You will also probably need to contact the mail service and advise them by email and ask them to refund any money you pre-paid.
123Start.biz Consults™ - Advise the Company by chat online and/or email to Service@123Start.biz, advising you wish to cancel your service.
123Start.biz BankAssist™ - Advise the Company by chat online and/or email to Service@123Start.biz, advising you wish to cancel your service. You will also need to contact the Bank and advise them by email and ask them to refund any money you pre-paid.
If you have subscribed to the Experts service for a specified period, the termination will become effective on the last day of the current term. Your order form may specify that a renewal term will automatically commence unless either party issues a notice of termination at least fifteen (15) days before the next renewal term starts. Failure to comply with any provision of these Terms of Use could lead to immediate termination by the Company, with any fees already paid by you being retained. Upon any termination of this Terms of Use, you must cease any further use of the Website. If at any time you are not happy with the Website, your sole remedy is to cease using the Services and follow this termination process. Any provisions in this Terms of Use which are required to fulfill their essential requirements shall survive termination of this Terms of Use.
Changes to the Terms of Use
We reserve the right to amend and update these Terms of Use at our discretion. Any changes become effective immediately upon their posting and apply to all access to and use of the Website from that point onward. Nonetheless, any modifications to the dispute resolution provisions outlined in Governing Law and Jurisdiction will not affect any disputes for which the parties have been informed on or before the date of posting the change on the Website.
Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for both:
- Making all arrangements necessary for you to have access to the Website.
- Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.
In order to access the Website or certain resources provided by it, you might be required to provide specific registration details or other information. Your use of the Website is subject to the condition that any information you provide is accurate, up-to-date, and complete. By registering on this Website or using any interactive features on the Website, you agree that all information you provide, including but not limited to, personal details, is covered by our Privacy Policy. You also consent to all actions taken by us in connection with your information, consistent with our Privacy Policy.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
Intellectual Property Rights
All of the contents, features, and functionalities of the Website (including but not limited to text, images, video, audio, software, and information, as well as the design, arrangement, and selection thereof) are the property of the Company, its licensors, or other material providers, and are protected by trademark, copyright, patent, trade secret, and other intellectual property or proprietary rights laws in the United States and other countries.
These Terms of Use allow you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement needs..
- You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
- If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
- If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
- Modify copies of any materials from this site.
- Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial benefits any part of the Website or any services or materials available through the Website.
If you wish to make any use of material on the Website other than that set out in this section, please address your request to: LegalDept@123Start.biz
If you violate the Terms of Use by printing, copying, modifying, downloading, or otherwise using or providing access to any part of the Website, your right to use the Website will immediately cease. At our discretion, you must either destroy or return any copies of the materials you have made. You do not acquire any right, title, or interest in or to the Website or its content, and all rights not explicitly granted are reserved by the Company. Unauthorized use of the Website is considered a breach of these Terms of Use and may infringe on copyright, trademark, and other laws.
Trademarks
The Company name and the Company logo and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
Prohibited Uses
You may use the Website only for lawful reasons and in accordance with these Terms of Use.
You agree not to use the Website:
In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the basis of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Privacy Policy set out in these Terms of Use.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
Additionally, you agree not to:
- Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
- Use any robot, spider, or other automatic device, process, or means to access the Website for any reason, including monitoring or copying any of the material on the Website.
- Use any manual process to monitor or copy any of the material on the Website, or for any reason not expressly authorized in these Terms of Use, without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Website.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Website.
User Contributions
The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, dashboards, notifications, uploaded documents, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.
All User Contributions must comply with the Content Standards set out in these Terms of Use.
Any contribution you post on the Website will be treated as non-confidential and non-proprietary. When you provide any content on the Website, you grant us, our affiliates, and our service providers, as well as our and their respective licensees, successors, and assigns, the right to use, reproduce, modify, perform, display, distribute, and disclose to third parties any such material for any reason or basis, subject to your account settings.
You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
- All of your User Contributions do and will comply with these Terms of Use.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.
Monitoring and Enforcement; Termination
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
- Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We are unable to review all content prior to its publication on the Website, and we cannot guarantee the timely removal of any offensive content following its publication. Therefore, we accept no liability for any actions or omissions relating to transmissions, communications, or materials provided by users or third parties. We are not liable or accountable to anyone for the execution or non-execution of the activities detailed in this section..
Content Standards
All User Contributions and use of Interactive Services must adhere to these content standards. It is mandatory for User Contributions to comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Copyright Infringement
If you believe that any User Contributions violate your copyright, please send an email to LegalDept@123Start.biz for instructions on sending us a notice of copyright infringement.
Reliance on Information Posted
The Website provides information solely for general information, and we make no warranties regarding the accuracy, completeness, or usefulness of such information. Any reliance you place on such information is at your own risk, and we disclaim all liability and responsibility for any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
Please note that the Website may contain content provided by third parties, including users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. The statements and opinions expressed in such materials, including articles and responses to questions and other content, are solely the opinions and responsibility of the person or entity providing those materials, and not necessarily the opinion of the Company. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.
Website Changes
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Online Purchases and Other Terms and Conditions
Purchases made through our site or other transactions for the sale of goods, products, services, or information formed through the Website, or resulting from visits made by you, are subject to our Terms of Use, which are included in these Terms of Use.
Furthermore, specific portions, services, or features of the Website may be subject to additional terms and conditions. All such additional terms and conditions are also included in these Terms of Use by reference.
Linking to the Website and Social Media Features You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
This Website may provide certain social media features that enable you to:
- Link from your own or certain third-party websites to certain content on this Website.
- Send emails or other communications with certain content, or links to certain content, on this Website.
- Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you.
- Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
- Link to any part of the Website other than the homepage.
- Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.
You agree to help us stop any unauthorized framing or linking to the Website as soon as possible. We reserve the right to revoke linking permission without prior notice. We may also disable any social media features or links, in whole or in part, at our discretion and without notice.
Links from the Website
The Website may provide links to third-party sites and resources solely for your convenience. This includes links in advertisements, such as banner advertisements and sponsored links. We do not control the content of these sites or resources and assume no responsibility for them or any damages or losses that may arise from your use of them. If you choose to access any of these third-party websites linked to the Website, you do so entirely at your own risk and are subject to their terms and conditions of use.
Geographic Restrictions
The owner of the Website is based in the State of California in the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF- SERVICE ATTACK , VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT, AND FITNESS FOR PARTICULAR BASIS OR REASON.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct or death or bodily injury caused by products you purchase through the site.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.
Governing Law and Jurisdiction
All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Arbitration
At Company's sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.
Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Entire Agreement
The Terms of Use and our Privacy Policy and the Service Agreement constitute the sole and entire agreement between you and 123Start.biz, LLC, regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.
Your Comments and Concerns
This website is operated by 123Start.biz, LLC, 5042 Wilshire Blvd, Ste 26-176, Los Angeles, CA 90036
All notices of copyright infringement claims should be sent to LegalDept@123Start.biz. All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: support@123Start.biz
Registered Agent
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE AGENT SERVICES TERMS AND CONDITIONS (THIS “AGREEMENT ”) OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY OTHERWISE USING OR ACCESSING THE SERVICES (AS DEFINED BELOW) (THE “ACCEPTANCE”), YOU AGREE YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “YOU” OR “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
This Agreement, by and between Customer and 123Start.biz Registered Agents, LLC aka 123Start.biz RegisteredAgents™ (“Company”), is effective as of the date of Acceptance (the “Effective Date”) and governs Customer ’s use of certain services as described in Section 1 below (collectively, the “Services”). Company reserves the right to change or modify portions of this Agreement at any time. If Company does so, it will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. With respect to changes that materially adversely impact Customer ’s use of the Services, Company will also use commercially reasonable efforts to notify Customer, either through the Platform user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fifteen (15) days after being posted, except that changes addressing new functions of the Services or changes made for legal reasons may become effective immediately. Customer ’s continued use of the Services after any such changes or modifications become effective constitutes acceptance of such changes or modifications. Each of Company and Customer may be referred to herein individually as a “Party” or collectively as “Parties”. Customer ’s use of the Services shall be subject to the terms of this Agreement and all other terms, agreements and policies referenced herein and Customer agrees that its Acceptance hereunder shall also constitute its a such other terms, agreements and policies.
A. Services
A.1 Description of Services
The Services provide Customer with (a) registered agent appointment services which will assist Customer to (i) appoint either Company or a third party service provider engaged by Company as Customer ’s officially designated agent in Customer ’s state of incorporation, organization or domicile (the “Registered Agent”) to receive service of process notices, government correspondence and compliance-related documents on behalf of Customer and (ii) change its Registered Agent designation, (b) foreign state qualification services which will assist Customer to obtain foreign qualification (and corresponding Registered Agent services) for a Customer entity in a state other than the state in which the entity was incorporated or formed (“Foreign Qualification”), as well as preparation and filing of annual reports and franchise tax as required by applicable states (“Annual Reports”), and (c) state payroll tax registration which will assist Customers to obtain Customer ’s unemployment insurance and withholding accounts (“Payroll Tax Registration”). All Services are made available and administered through Company’s proprietary platform operated by or on behalf of the Company or one of its affiliates (the “Platform”). All use of the Platform shall be subject to the Platform terms of use available at https://123Start.biz/terms (the “Platform Terms”) and Customer hereby agrees and acknowledges its Acceptance of the Platform Terms. In the event of any conflict between the terms of the Platform Terms and this Agreement, the terms of this Agreement shall govern. Furthermore, all Services require Customer to be and remain in good standing in Customer ’s state of incorporation, organization or domicile and all other states in which Customer obtains a Foreign Qualification. If Customer fails to maintain its good standing in the applicable state(s), Company may immediately suspend Customer ’s access to any or all of the Services until Customer provides Company a certificate of good standing or other evidence of its cure of any compliance issues.
A.2 Registered Agent Services
If Customer is a new customer of Company and uses the Platform to incorporate or form a new corporation or limited liability company, it may use the Services to designate its Registered Agent as part of the corresponding incorporation/formation services administered through the Platform. If an existing Customer has already formed or incorporated an entity using the Platform it may opt-in to the Services hereunder, and in connection therewith may be required to execute forms appointing its Registered Agent in the applicable state(s). Similarly, if Customer is a new customer to Company and/or otherwise has an existing entity that was not incorporated or formed by the Company or otherwise using the Platform, it may subscribe to the Services, and in such event must execute applicable forms appointing its Registered Agent in the applicable state(s). Customer will be responsible for all applicable state filing fees for appointing and/or changing its Registered Agent designation.
A.3 Other Services
Subject to payment of applicable state filing fees, a Customer may also utilize the Foreign Qualification, Annual Reports, and Payroll Tax Registration functionalities of the Services.
A.4 Subscriptions
Customer will need to purchase a subscription to the Platform to access the Services. Customer may elect a subscription solely for the Services, which include Customer ’s right to access the Services along with other products or services that may be offered by the Company through the Platform. All subscription descriptions and pricing are set forth on the Ordering Page (as defined below). Customer ’s subscription will renew automatically at the then-current rates for additional periods as set forth on the Ordering Page or if not specified thereon, then annual periods. Company reserves the right to change subscription prices at the end of each subscription term and will provide notice of the change on the Platform or in an email to Customer. Notwithstanding the foregoing, any fees payable to a state authority or other governmental authority is subject to change at any time, upon written notice. Customer ’s continued use of the Services after the price change becomes effective constitutes Customer ’s agreement to pay the changed amount upon renewal of your subscription and Customer will automatically be charged at the start of each new subscription period in accordance with Section 3. To avoid future subscription charges, Customer must submit to Company (a) proof of change of the Company’s Registered Agent and (b) written notice indicating Customer ’s desire to cancel its subscription at least ten business days before the subscription period renewal date by emailing support@123Start.biz . Subject to the foregoing period noted to avoid renewal charges, Customers may cancel at any time and will be permitted to access and use the Services for the remaining period in the then-effective subscription term. All subscription fees are non-refundable and no credits shall be given for any partially used periods.
A.5 Subscription Changes
If Customer elects to change its subscription or ongoing services will take effect at the start of the next subscription or ongoing period. An Upgrade will trigger the commencement of a new subscription period and Customer ’s subscription will automatically renew thereafter on the anniversary of the date such Upgrade was effective (or based on such other periods as set forth on the Ordering Page).
A.6 Access to Services
Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely to access the Services and communicate with the Registered Agent, in each case solely for Customer ’s internal business purposes.
A.7 Registration; Additional Information
To access the Services, Customer needs to register on the Platform. As part of the registration process, Company will provide Customer with username(s) and password(s) for to create an account (“Account”). Customer agrees to provide and maintain true, accurate, current, and complete information for its Account. Customer is responsible for maintaining the confidentiality of the password and Account details and agrees not to disclose such Account details to any third parties (other than employees of Customer). Customer is fully responsible for any and all activities that occur under Customer ’s Account and any actions taken by parties with access to Customer ’s Account. Furthermore, from time to time, Company may request additional information, documents or other materials necessary for Company’s performance of Services. Company will be excused from meeting specified deadlines or performing specified responsibilities to the extent the Company’s delays or failures are caused by Customer ’s delays or failures in providing the Company with reasonable cooperation or access to information, documentation or other materials necessary for the performance of Services.
A.8 Access Restrictions and Responsibilities
Customer will not use the Platform or Services for any purpose other than the purposes expressly set forth herein. Customer may not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform; (b) modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by Company); (c) remove any proprietary notices or labels; (d) use bots, hacks, mods or any other unauthorized software designed to modify the Platform; (e) circumvent, remove, alter or thwart any technological measure or content protections of the Platform; (f ) use any spider, crawler, scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or otherwise accesses the Platform to monitor, extract, copy or collect information or data from or through the Platform or engage in any manual process to do the same; (g) introduce any viruses, trojan horses, worms, bombs or other materials that are malicious or technologically harmful into Company’s systems or (h) access or use the Platform or Services in any way not expressly permitted by this Agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform and Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers and the like.
A.9 Customer Data
Customer hereby grants to Company: a non-exclusive, worldwide, royalty-free, fully paid up, sub-licenseable (through multiple tiers), transferable right and license to copy, distribute, display and create derivative works of and otherwise use the electronic data or information (including, without limitation scanned or other electronic copies of mail received by the Registered Agent on behalf of Customer and uploaded to and/or transmitted through the Platform), submitted or uploaded by Customer and/or its Registered Agent to the Platform (collectively, “Customer Data”) (a) to exercise its rights and perform its obligations under this Agreement, (b) solely on an aggregated basis, to improve and enhance the Services and/or Platform and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings. The term of the license in clause (a) of the preceding sentence will be for the term of this Agreement, and the term of the license granted in clause (b) of the preceding sentence will be perpetual. Customer represents and warrants that it has obtained all licenses, permits, consents and authorizations required to provide the Customer Data to Company and for Company’s use as set forth herein. Furthermore, Company shall have the right to collect and analyze data and other information relating to Customer ’s use of the Services and related systems and technologies, and Company will be free (during and after the term of this Agreement) to use such information and data in connection with the Company’s conduct of its business.
A.10 Feedback
Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback with respect to the Services or Platform (“Feedback”) to Company. Company will have full discretion to determine whether or not to proceed with any Feedback or any other potential enhancements, new features or functionality. Customer hereby assigns Company all right, title and interest in and to the Feedback.
B. Ownership; Reservation of Rights
CUSTOMER ACKNOWLEDGES AND AGREES THAT, AS BETWEEN THE PARTIES, COMPANY RETAINS ALL RIGHT, TITLE AND INTEREST IN AND TO THE PLATFORM AND SERVICES AND ALL INTELLECTUAL PROPERTY RIGHTS THEREIN AND THERETO. COMPANY GRANTS NO, AND RESERVES ANY AND ALL, RIGHTS OTHER THAN THE RIGHTS EXPRESSLY GRANTED TO CUSTOMER UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES. CUSTOMER WILL ACQUIRE NO RIGHT, TITLE, OR INTEREST IN AND TO THE SERVICES OTHER THAN THE LIMITED LICENSED RIGHTS EXPRESSLY GRANTED UNDER THIS AGREEMENT. Notwithstanding THE FOREGOING, SUBJECT TO THE RIGHTS GRANTED UNDER
SECTION A.9, CUSTOMER RETAINS ALL RIGHT, TITLE AND INTEREST IN AND TO THE CUSTOMER DATA.
C. Fees; Payment Terms
C.1 Fees
Customer will pay to Company any fees for the Services (“Fees”) set forth on the applicable ordering page on the Platform (“Ordering Page”) in accordance with the terms and conditions set forth herein. In addition to the Fees for the Services, Customer is responsible for all filing fees and other fees payable to a state authority or other governmental authority. Payment obligations are non-cancelable and Fees paid are non-refundable and no credits shall be given for any partially used periods.
C.2 Payment Terms
Customer will be required to provide Company with information regarding its credit card or other payment instrument when you sign up for an Account. Customer represents and warrants to Company that such information is true and that Customer is authorized to use the payment instrument. Customer will promptly update its Account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Customer hereby authorizes Company to charge Customer ’s credit card for the applicable Fees for the term of this Agreement. All subscription fees will be paid annually in advance and other fees will be charged when incurred.
C.3 Net of Taxes
All amounts payable by Customer to Company hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, know- how payments, customs, privilege, excise, sales, use, value-added and Platform taxes (collectively “Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Company. Customer will not withhold any Taxes from any amounts due Company.
D. Term; Termination
D.1 Term; Termination
Subject to earlier termination as set forth in this Agreement, the term of this Agreement will commence on the Effective Date and continue for the initial term set forth in the Ordering Page, and shall automatically renew for additional periods as set forth on the Ordering Page or if not specified thereon, then annual periods, unless either Party provides written notice of non-renewal at least fifteen(15) days prior to the end of the then-current term. In addition, a Party may terminate this Agreement immediately if the other Party breaches any material provision of this Agreement and does not cure such breach within fifteen (15) days after receiving written notice thereof. Furthermore, Company reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof ) for any reason, including but limited to changes in applicable law and government mandates.
D.2 Suspension
In addition to the rights in Section D.1, Company may immediately suspend Customer ’s access to any or all of the Services (including withdrawing from or refusing to act as Customer ’s Registered Agent) upon written notice for any or no reason, including if (a) Customer fails to make a payment of Fees being due or if there is a billing error or if Company is not otherwise able to process Customers payment when due, (b) Customer is not in good standing or is otherwise not in compliance with applicable laws, (c) Customer fails to provide Company with timely and accurate information required for Company to provide the Services or (d) Company reasonably suspects that Customer is breaching any of the restrictions in Section A.8. No refunds or credits shall be provided during any periods of suspension of the Services. If Customer is not in good standing in all applicable state(s), it is Customer ’s responsibility to re-establish good standing and provide Company a certificate of good standing or other evidence of its cure of any compliance issues in order to restart the applicable suspended Services.
D.3 Effect of Termination
In the event that this Agreement expires or is terminated for any reason, all rights with respect to the Services will immediately terminate, and Customer will (a) cease use of the Services; (b) return to Company or destroy, in Company’ sole discretion, all copies or other embodiments of Company’s Confidential Information (as defined below); and (c) pay to Company all amounts due and owing under this Agreement. All of Customer Data and all other data associated with Customer ’s Account may be permanently deleted by Company upon any termination of this Agreement in its sole discretion.
D.4 Survival
Upon termination of this Agreement, all obligations in this Agreement will terminate except for those which by their nature shall survive, including without limitation Sections A.8 (Access Restrictions and Responsibilities), A.9 (License to Customer Data), A.10 (Feedback), 2 (Ownership; Reservation of Rights), 3 (Fees), 4 (Term; Termination), 5 (Confidentiality), I.2 (Disclaimers), 10 (Limitations of Liability), 11 (Indemnification; Release) and 12 (General) will survive.
E. Confidentiality
E.1 Definition of Confidential Information
“Confidential Information” means, subject to the exceptions set forth in Section E.2 hereof, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a party (the “Discloser ”) to the other party (the “Recipient”) and that the Discloser has marked as confidential or proprietary, or that a reasonable person would understand to be confidential in light of the circumstances of disclosure, including all business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers billing records, and information regarding the Discloser ’s products or services. For the avoidance of doubt, all information relating to the Platform, the Services, fees and the terms of this Agreement is the Confidential Information of Company.
E.2 Exceptions to Confidential Information
Confidential Information will not include any information which: (a) the Recipient can show by written record was in its possession prior to disclosure by the Discloser hereunder, provided that the Recipient must promptly notify the Discloser of any prior knowledge; (b) appears in issued patents or printed publications in integrated form or which otherwise is or becomes generally known by the public other than through the Recipient’s failure to observe any or all terms and conditions hereof; or (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favor of Discloser.
E.3 Use and Disclosure of Confidential Information
The Recipient may only use the Confidential Information for the purpose of performing its obligations and exercising its rights hereunder. The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient’s employees who are required to have access to such Confidential Information in connection with the performance of the Recipient’s obligations, or the exercise of the Recipient’s rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in this Agreement. The Recipient will use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of this Agreement.
E.4 Disclosures Required by Law
In the event that the Recipient is required by law to make any disclosure of any of the Confidential Information of the Discloser, by subpoena, judicial or administrative order or otherwise, the Recipient will first give written notice of such requirement to the Discloser, and will permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection.
F. Service - Third Party
The Services may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “ Third-Party Services”) including information made available through such Third-Party Services. For example, Customer may be able to access certain information relating to Customer ’s good standing status, as made available through a Third-Party Service. Company has no control over and is not responsible for such Third- Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services. Company enables these Third-Party Services merely as a convenience. Customer is solely responsible for confirming all information made available from Third-Party Services.
G. Self Help Tools
The Services may provide to Customer certain documents, tools, and ancillary services for Customer to use for its own benefit (“Self Help Tools”). For example, Customer may be provided with tax form templates that are pre-populated with information associated with Customer ’s Account. Company provides Self Help Tools merely as a convenience and all use of the Self Help Tools is at Customer ’s own risk. Company does not investigate, monitor, or check for accuracy, appropriateness, or completeness of any Self Help Tools or Customer ’s use of Self Help Tools. Company shall not be responsible, and Customer is solely responsible for its use of all Self Help Tools, including but not limited to confirming the applicability and appropriateness of the Self Help Tools, the accuracy of information contained in Self Help Tools, and compliance with laws, procedures, guidelines, and other rules associated with Self Help Tools. Company may offer ancillary services to the Self Help Tools, such as assisting Customer to submit tax forms completed using the Self Help Tools to the IRS; however, Notwithstanding such Company assistance, Customer remains responsible for the content of any forms, documents or other materials generated using the Self Help Tools. To the extent Customer provides to the Company any information (including but not limited to personal information) as part of Customer ’s use of the Self Help Tools, such information shall be deemed Customer Data and subject to the terms of Section A.9.
H. Consent For Electronic Communications
By using the Services, Customer consents to receiving electronic communications from Company regarding the Services at the email account associated with Customer ’s Account. Customer agrees to waive all claims resulting from failure to receive communications because of changes in Customer ’s e-mail address which changes are not reflected in your Account. Customer agrees that any notices, agreements, disclosures, or other communications relating to the Services or this Agreement that Company sends to you electronically (including via the Services) will satisfy any legal communication requirements, including that such communications be in writing. Without limitation of the foregoing, Customer agrees to be bound by any affirmation, assent, or agreement Customer transmits through the Services, including but not limited to any consent you give to receive communications from Company solely through electronic transmission.
I. Representations and Warranties; Disclaimer
I.1 Representations and Warranties
Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties.
I.2 Disclaimers
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND PLATFORM ARE PROVIDED ON AN “AS-IS” BASIS AND COMPANY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM IS ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED.
J. Limitations of Liability
J.1 Disclaimer of Consequential Damages
IN NO EVENT WILL COMPANY BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF
J.2 General Cap on Liability
UNDER NO CIRCUMSTANCES WILL COMPANY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID AND PAYABLE BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
J.3 Independent Allocations of Risk
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
K. Indemnification; Release
K.1 Indemnification
Customer will indemnify, defend and hold Company and its affiliates and their respective officers, directors, agents, and employees of Company (“Company Parties”) harmless from and against liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) incurred by the Company Parties in connection with any claim, demand or allegation by a third party that arises out of or is in connection with (a) any use by Customer of the Services in violation of this Agreement, (b) Customer ’s non-compliance with any applicable laws and regulations, and (c) Customer ’s gross negligence and willful misconduct.
K.2 Release
Customer acknowledges and agrees that certain services (including receipt, processing, notification, delivery, and/or destruction of Customer ’s mail) may be performed by persons or entities not affiliated with Company, and Customer hereby waives and releases the Company Releasees from any and all causes of action, claims and damages relating to such services.
L. General
The terms and conditions of this Agreement are severable. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither Party may assign this Agreement without the other Party’s prior written consent; provided, that, either Party may assign this Agreement without such consent to an affiliate or to a successor to all or substantially all of the business or assets to which this Agreement relates, whether by sale of stock, sale of assets, merger, reorganization or otherwise. Any assignment or attempted assignment by either Party in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be binding on the Parties and their successors and assigns. Both Parties agree that this Agreement, together with the Platform Terms, is the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.
No agency, partnership, joint venture, or employment is created as a result of this Agreement and each Party does not have any authority of any kind to bind the other Party in any respect whatsoever. All notices under this Agreement will be in writing and sent, if to Company, to the address set forth in Section 13 below and if to Customer, to the address associated with Customer ’s Account and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Each Party will be excused from performance (other than performance of payment obligations) for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (a “Force Majeure Event”).
In the event such non-performance continues for a period of thirty (30) days or more, the Party not affected by the Force Majeure Event may terminate this Agreement by giving written notice thereof to the other Party. This Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. For all disputes relating to this Agreement, each Party submits to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Customer acknowledges that any unauthorized use of the Platform or Services will cause irreparable harm and injury to Company for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, Customer further agrees that Company will be entitled to injunctive relief in the event Customer uses the Platform or Services in violation of the limited license granted herein or uses the Platform or Services in any way not expressly permitted by this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
M. Contact Information
Company is available at support@123Start.biz for any questions regarding this Agreement, the Platform or the Services.
Mail Services
THIS AGREEMENT IS BY AND BETWEEN YOU AS WEBSITE SITE OR SERVICES USER (‘CUSTOMER’) AND 123Start.biz, LLC (THE ‘COMPANY’). BY ACCEPTING THESE MASTER TERMS AND CONDITIONS (By Clicking Accept Anywhere In This Site) (THIS “AGREEMENT ”) OR BY CONFIRMING AN ORDER THAT REFERENCES THIS AGREEMENT OR BY USING OR ACCESSING THE SERVICES (AS DEFINED BELOW) (AN “ACCEPTANCE”), YOU AGREE YOU HAVE READ AND ARE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES
This Agreement is effective as of the date of Acceptance (the “Effective Date”) and governs Customer ’s use of Company’s Mail Services (the “Services”), as described in Section A below. Company reserves the right to change or modify portions of this Agreement at any time. If Company does so, it will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. Company will also notify Customer, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after being posted, except that changes addressing new functions of the Services or changes made for legal reasons may become effective immediately. Customer ’s continued use of the Services after any such changes or modifications become effective constitutes acceptance of such changes or modifications. Each of Company and Customer may be referred to herein singularly a “Party” or collectively as “Parties. The Services may be delivered and/or used in connection with other Company products or services, including 123Start.biz RegisteredAgents™ - USA Registered Agency Service, 123Start.biz MailServices™ - Mail Services with a USA Address, 123Start.biz VoIP Phone™ - VoIP Global Phone Service providing a USA Phone, 123Start.biz Consults™ - Business Consulting service for USA business, 123Start.biz BankAssist™ - US Bank Assistance for setup, and other services, the terms of use for which are available at https://123Start.biz/terms (the “WebSite Terms”) and are incorporated by reference in this Agreement. In the event of any conflict between the terms of the service and this Agreement, the terms of this Agreement shall govern.
A. Services
A.1 Description of Services
The Services consist of virtual mail services administered through Company’s proprietary platform (the “Platform”). The Services include certain services which are provided by third parties not affiliated with the Company, including but not limited to a third providing PDF to mail functionality and a third party agent located in Customer ’s state of incorporation or domicile (the “Local Agent”), as designated and authorized by Customer pursuant to United States Postal Service Form 1583, titled “Application for Delivery of Mail Through Agent” (“Form 1583”). As part of the Services, and subject to execution of Form 1583 by Customer, the Local Agent will:
- Scan all hardcopy mail and upload into the Platform for receipt by the corresponding Customer.
- Forward mail to the Customer as requested (postage paid by Customer).
- Shred uploaded mail upon Customer request.
- Notify Customers of received mail, forwarded mail status, and respond to Customer queries regarding mail received.
All communications between the Local Agent and Customer will be through the Platform, and subject to the terms of this Agreement. Customer acknowledges and agrees that its access to and use of the Services may be affected by factors outside of Company’s control, including but not limited to actions and omissions of third parties and the requirements set forth by the Local Agent or other third parties, and Company will not be liable or bear any responsibility for such factors. Customer further acknowledges that the services by the Local Agent are limited and that (a) the Local Agent supports the receipt, forwarding, and other processing of only mail and not packages, (b) the Local Agent does not receive or otherwise process mail for individuals or entities other than the Customer, and any mail that is not labeled with the Customer ’s company name will be rejected by the Local Agent, and (c) the Local Agent’s forwarding service may not be available to every Customer and will be subject to additional fees. As part of the Services, the Local Agent will assign a mailing address for Customer; however, such address may be changed and/or disabled, at the Local Agent or Company’s discretion, upon written notice to Customer. If disabled, Company or the Local Agent will use reasonable efforts to assign a new address to Customer.
A.2 Subscriptions
Customer will need to purchase a subscription to the Platform to access the Services. Customer may elect a subscription for a bundle of features (a “Mailroom Bundle”), which include Customer ’s right to access the Services and may include other products or services that may be offered by the Company through the Platform. All subscription descriptions and pricing are set forth on the Ordering Page (as defined below). Customer ’s subscription will renew automatically at the then- current rates for additional periods as set forth on the Ordering Page or if not specified thereon, then annual periods. Company reserves the right to change subscription prices at the end of each subscription term and will provide notice of the change on the Platform or in an email to Customer. Notwithstanding the foregoing, any fees payable to a state authority or other governmental authority is subject to change at any time, upon written notice. Customer ’s continued use of the Services after the price change becomes effective constitutes Customer ’s agreement to pay the changed amount upon renewal of your subscription and Customer will automatically be charged at the start of each new subscription period in accordance with Section 3. To avoid future subscription charges, Customer must submit to Company (a) proof of change of the Company’s mailing address and (b) written notice indicating Customer ’s desire to cancel its subscription at least ten business days before the subscription period renewal date by emailing support@123Start.biz .
Subject to the foregoing period noted to avoid renewal charges, Customers may cancel at any time and will be permitted to access and use the Services for the remaining period in the then-effective subscription term. All subscription fees are non-refundable and no credits shall be given for any partially used periods.
A.3 Subscription Changes
If Customer elects to change its subscription from a higher tier Mailroom Bundle to a lower tier Mailroom Bundle (“Downgrade”), such Downgrade, including the new fees and any loss of access to features and functionalities provided in the higher tier, will take effect at the start of the next subscription period. In order to Downgrade, Customers with mailing addresses in the states of New York, California, or Florida must submit to Company (a) proof of change of the Company’s mailing address and (b) written notice indicating Customer ’s desire to cancel its subscription at least ten business days before the subscription period renewal date by emailing support@123Start.biz .
No refunds or credits shall be given for any Downgrade. If Customer elects to change its subscription to a higher tier Mailroom Bundle or to any Mailroom Bundle that includes functionalities not included in Customer ’s current subscription (“Upgrade”), Customer will be charged the difference in subscription fees required for the new Mailroom Bundle and such Upgrade will take effect following Customer ’s payment. An Upgrade will trigger the commencement of a new subscription period and Customer ’s subscription will automatically renew thereafter on the anniversary of the date such Upgrade was effective (or based on such other periods as set forth on the Ordering Page).
A.4 Access to Services
Subject to the terms and conditions of this Agreement, Company hereby grants Customer the limited, non-exclusive, non-transferable, non-sub-licenseable right to access and use the Platform to access Services and communicate with the Local Agent solely for the purposes hereof. Company will provide Customer with username(s) and password(s) pursuant to which Customer may access the Services. Customer will be responsible for any actions taken by parties with access to such usernames and passwords, and Customer agrees not to disclose such usernames and passwords to any third parties (other than employees of Customer).
A.5 License Restrictions and Responsibilities
Customer will not use the Platform for any purpose other than the purposes expressly set forth herein. Customer may not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know- how or algorithms relevant to the Platform; (b) modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by Company); (c) remove any proprietary notices or labels. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform and Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers and the like.
A.6 License to Customer Data
Customer hereby grants to Company: a non-exclusive, worldwide, royalty-free, fully paid up, sublicenseable (through multiple tiers), transferable right and license to copy, distribute, display and create derivative works of and otherwise use the electronic data or information (including, without limitation scanned or other electronic copies of mail received by Agent on behalf of Customer and uploaded to and/or transmitted through the Platform), submitted or uploaded by Customer and/or its designated Agent to the Platform (collectively, “Customer Data”) solely to exercise its rights and perform its obligations under this Agreement.
A.7 Feedback
Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Company with respect to the Services or Platform. Company will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants to Company a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback, and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.
2. Ownership; Reservation of Rights
Customer acknowledges and agrees that, as between the Parties, Company retains all right, title and interest in and to the Platform and Services and all intellectual property rights therein and thereto. Company grants no, and reserves any and all, rights other than the rights expressly granted to Customer under this Agreement with respect to the Services. Customer will acquire no right, title, or interest in and to the Services other than the limited licensed rights expressly granted under this Agreement. Notwithstanding the foregoing, Customer retains all right, title and interest in and to the Customer Data.
3. Fees; Payment Terms
3.1 Fees
Customer will pay to Company any fees for the Services (“Fees”) set forth on the applicable ordering page on the Platform (“Ordering Page”) in accordance with the terms and conditions set forth herein. Customer may choose to purchase certain related services which will be subject to additional fees separate from the Platform Fees, including but not limited to postage fees for mail forwarding or postage fees for mailing PDF files uploaded by Customer. Payment obligations are non-cancelable and Fees paid are non-refundable.
3.2 Payment Terms
Unless otherwise stated on the Ordering Page, Customer will pay all Fees monthly in advance, and Customer hereby authorizes Company to charge Customer ’s credit card each month for the applicable Fees for the term of this Agreement. If payment of any Fees is not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law. If any past due payment has not been received by Company within fifteen (15) days from the time such payment is due, Company may suspend access to the Services until such payment is made.
3.3 Net of Taxes
All amounts payable by Customer to Company hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, knowhow payments, customs, privilege, excise, sales, use, value-added and Platform taxes (collectively “ Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Company. Customer will not withhold any Taxes from any amounts due Company.
D. Term; Termination
D.1 Term; Termination
Subject to earlier termination as set forth in this Agreement, the term of this Agreement will commence on the Effective Date and continue for the initial term set forth in the Ordering Page, and shall automatically renew for additional monthly periods, unless either Party provides written notice of non-renewal at least fifteen (15) days prior to the end of the then-current term. In addition, a Party may terminate this Agreement (a) for convenience upon fifteen (15) days prior written notice to the other party or (b) immediately if the other Party breaches any material provision of this Agreement and does not cure such breach within fifteen (15) days after receiving written notice thereof, provided that if Customer wishes to terminate this Agreement, Customer must first submit to Company proof of change of the Company’s mailing address.
D.2 Effect of Termination
In the event that this Agreement expires or is terminated for any reason, all rights with respect to the Services will immediately terminate, and Customer will (a) cease use of the Services; (b) return to Company or destroy, in Company’ sole discretion, all copies or other embodiments of Company’s Confidential Information; and (c) pay to Company all amounts due and owing under this Agreement. Upon termination for any reason other than Customer ’s material breach, Customer will have access to the Platform for a period of at least thirty (30) days to retrieve its Customer Data.
D.3 Survival
Upon termination of this Agreement, all obligations in this Agreement will terminate, provided that Sections A.5 (License Restrictions and Responsibilities), A.6 (License to Customer Data), A.7 (Feedback), 2 (Ownership; Reservation of Rights), 3 (Fees; Payment Terms), 4 (Term; Termination), 5 (Confidentiality), F.2 (Disclaimer), 7 (Limitations of Liability), 8 (Indemnification) and 9 (General) will survive.
E. Confidentiality
E.1 Definition of Confidential Information
“Confidential Information” means, subject to the exceptions set forth in Section E.2 hereof, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a party (the “Discloser ”) to the other party (the “Recipient”) and that (a) the Discloser has marked as confidential or proprietary, or (b) the Discloser identifies as confidential at the time of disclosure with written confirmation within fifteen (15) days of disclosure to the Recipient; provided, however, that reports and/or information related to or regarding the Discloser ’s business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers billing records, and products or services will be deemed Confidential Information of the Discloser even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in Section E.2 hereof. For the avoidance of doubt, the Services is Confidential Information of Company.
E.2 Exceptions to Confidential Information
Confidential Information will not include any information which: (a) the Recipient can show by written record was in its possession prior to disclosure by the Discloser hereunder, provided that the Recipient must promptly notify the Discloser of any prior knowledge; (b) appears in issued patents or printed publications in integrated form or which otherwise is or becomes generally known by the public other than through the Recipient’s failure to observe any or all terms and conditions hereof; or (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favor of Discloser.
E.3 Use and Disclosure of Confidential Information
The Recipient may only use the Confidential Information for the purpose of performing its obligations and exercising its rights hereunder. The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient’s employees who are required to have access to such Confidential Information in connection with the performance of the Recipient’s obligations, or the exercise of the Recipient’s rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in this Agreement. The Recipient will use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of this Agreement.
E.4 Disclosures Required by Law
In the event that the Recipient is required by law to make any disclosure of any of the Confidential Information of the Discloser, by subpoena, judicial or administrative order or otherwise, the Recipient will first give written notice of such requirement to the Discloser, and will permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection.
F. Representations and Warranties; Disclaimer
F.1 Representations and Warranties
Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties.
F.2 Disclaimers
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND COMPANY DISCLAIMS ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM OR SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED.
G. Limitations of Liability
G.1 Disclaimer of Consequential Damages
IN NO EVENT WILL COMPANY BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.
G.2 General Cap on Liability
UNDER NO CIRCUMSTANCES WILL COMPANY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID AND PAYABLE BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
G.3 Independent Allocations of Risk
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
H. Indemnification; Release
H.1 Indemnification
Customer will indemnify, defend and hold Company and its affiliates and their respective officers, directors, agents, and employees of Company (“Company Releasees”) harmless from Liabilities that are payable to any third party by the Company Indemnified Parties (including reasonable attorneys' fees) arising from, directly or indirectly, any claim, demand or allegation by a third party that arises out of or is in connection with any use by Customer of the Services (including any third party services accessed or purchased through the Platform) in violation of this Agreement.
H.2 Release
Customer acknowledges and agrees that all services separate from the Platform (including but not limited to the receipt, processing, notification, delivery, and/or destruction of Customer ’s mail and the printing, processing, and/or delivery of PDF files provided by Customer) will be performed by Customer ’s designated Local Agent or another third party, and Customer hereby waives and releases the Company Releases from any and all causes of action, claims and damages relating to such services.
I. General
The terms and conditions of this Agreement are severable. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither Party may assign this Agreement without the other Party’s prior written consent; provided, that, either Party may assign this Agreement without such consent to an affiliate or to a successor to all or substantially all of the business or assets to which this Agreement relates, whether by sale of stock, sale of assets, merger, reorganization or otherwise. Any assignment or attempted assignment by either Party in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be binding on the Parties and their successors and assigns. Both Parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a Party does not have any authority of any kind to bind the other Party in any respect whatsoever. All notices under this Agreement will be in writing and sent to the recipient’s address set forth above and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Each Party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a Party's financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof )) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Except as otherwise agreed upon by the Parties in writing, in the event such non- performance continues for a period of fifteen (15) days or more, either Party may terminate this Agreement by giving written notice thereof to the other Party. This Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. For all disputes relating to this Agreement, each Party submits to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Customer acknowledges that any unauthorized use of the Platform or Services will cause irreparable harm and injury to Company for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, Customer further agrees that Company will be entitled to injunctive relief in the event Customer uses the Platform or Services in violation of the limited license granted herein or uses the Platform or Services in any way not expressly permitted by this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
VoIP Phone Services
THIS AGREEMENT IS BY AND BETWEEN YOU AS WEBSITE SITE OR SERVICES USER (‘CUSTOMER’) AND 123Start.biz, LLC (THE ‘COMPANY’). BY ACCEPTING THESE MASTER TERMS AND CONDITIONS (By Clicking Accept Anywhere In This Site) (THIS “AGREEMENT ”) OR BY CONFIRMING AN ORDER THAT REFERENCES THIS AGREEMENT OR BY USING OR ACCESSING THE SERVICES (AS DEFINED BELOW) (AN “ACCEPTANCE”), YOU AGREE YOU HAVE READ AND ARE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES
A. Services
A.1 Description of Services
The Services consist of VoIP Phone Services administered through the Company's proprietary platform (the “Platform”). The Services include certain services which are provided by third parties not affiliated with the Company, including but not limited to a third providing VoIP Services functionality and a third party agent located in Customer ’s state of incorporation or domicile (the “Local Agent”), as designated and authorized by Customer pursuant to United States laws and legislation on phone, telecommunications and VoIP services. As part of the Services, and subject to execution of all legally required forms, the Local Agent will:
- Provide Customer continuous VoIP services by an app on a cell phone.
- Notify Customer of Voice Mails, Text and forwarding of VoIP calls.
All communications between the Local Agent and Customer will be through the Platform, and subject to the terms of this Agreement. Customer acknowledges and agrees that its access to and use of the Services may be affected by factors outside of Company’s control, including but not limited to actions and omissions of third parties and the requirements set forth by the Local Agent or other third parties, and Company will not be liable or bear any responsibility for such factors. Customer further acknowledges that the services by the Local Agent are limited and that (a) the Local Agent supports VoIP service to the limits allowed by law, (b) the Local Agent does monitor or handle directly any messages or calls as such are encrypted and not available for anyone to see by the sender and receiver, and (c) the Local Agent’s VoIP service, voice mail & sms / text messages are not available in some countries. If Customer VoIP is disabled, Company or the Local Agent will use reasonable efforts to solve the problem or assign a new number to Customer.
A.2 Subscriptions
Customer will need to purchase a subscription to VoIP Services. Customer may elect a subscription for 1 or more months or 1 year at a time, prepaying for such period of time and Customer’s right to access the Services may include other products or services that may be offered by the Company through the Platform. All subscription descriptions and pricing are set forth on the Ordering Page (as defined below). Customer ’s subscription will renew automatically at the then- current rates for additional periods as set forth on the Ordering Page or if not specified thereon, then annual periods. Company reserves the right to change subscription prices at the end of each subscription term and will provide notice of the change on the Platform or in an email to Customer. Notwithstanding the foregoing, any fees payable to a state authority or other governmental authority is subject to change at any time, upon written notice. Customer ’s continued use of the Services after the price change becomes effective constitutes Customer ’s agreement to pay the changed amount upon renewal of your subscription and Customer will automatically be charged at the start of each new subscription period in accordance with Section 3. To avoid future subscription charges, Customer must submit to Company a written notice indicating Customer ’s desire to cancel its subscription at least ten business days before the subscription period renewal date by emailing support@123Start.biz.
Subject to the foregoing period noted to avoid renewal charges, Customers may cancel at any time and will be permitted to access and use the Services for the remaining period in the then-effective subscription term. All subscription fees are non-refundable and no credits shall be given for any partially used periods.
A.3 Subscription Changes
No refunds or credits shall be given for any period that has already started (current month). If Customer elects to cancel their subscription, Customer ’s subscription will automatically cancel at the end of the current period as long as the request to cancel was submitted 10 days before the end of the period. If it was submitted to cancel with less than 10 days before the next period, then cancellation will not cancel until the end of the next period. The ‘period’ is the 30 day period that originally started on the ‘day’ of the month when first service was subscribed.
A.4 Access to Services
Subject to the terms and conditions of this Agreement, Company hereby grants Customer the limited, non-exclusive, non-transferable, non-sub-licenseable right to access and use the Platform to access Services and communicate with the Local Agent solely for the purposes hereof. Company will provide Customer with username(s) and password(s) pursuant to which Customer may access the Services. Customer will be responsible for any actions taken by parties with access to such usernames and passwords, and Customer agrees not to disclose such usernames and passwords to any third parties (other than employees of Customer).
A.5 License Restrictions and Responsibilities
Customer will not use the Platform for any purpose other than the purposes expressly set forth herein. Customer may not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know- how or algorithms relevant to the Platform; (b) modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by Company); (c) remove any proprietary notices or labels. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform and Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers and the like.
A.6 License to Customer Data
Customer hereby grants to Company: a non-exclusive to access Customer Information and to use such information to setup VoIP services for Customer with 3rd Party company, and maintain such services during entire term of use by Customer. Further such use of service and billing shall be processed from 3rd Party company and submitted through the Platform for Customer to access. This is collectively “Customer Data” solely to exercise its rights and perform its obligations under this Agreement.
A.7 Feedback
Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Company with respect to the Services or Platform. Company will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants to Company a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback, and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.
2. Ownership; Reservation of Rights
Customer acknowledges and agrees that, as between the Parties, Company retains all right, title and interest in and to the Platform and Services and all intellectual property rights therein and thereto. Company grants no, and reserves any and all, rights other than the rights expressly granted to Customer under this Agreement with respect to the Services. Customer will acquire no right, title, or interest in and to the Services other than the limited licensed rights expressly granted under this Agreement. Notwithstanding the foregoing, Customer retains all right, title and interest in and to the Customer Data.
3. Fees; Payment Terms
3.1 Fees
Customers will pay to Company any fees for the Services (“Fees”) set forth on the applicable ordering page on the Platform (“Ordering Page”) in accordance with the terms and conditions set forth herein. Customers may choose to purchase certain related services which will be subject to additional fees separate from the Platform Fees, including but not limited to VoIP services outside the targeted area (United States) for VoIP Phone, SMS / Text and Voicemail services and any other services that are not in the base services within the original agreement. Payment obligations and Fees paid during a period are non-cancelable and are non-refundable. Payment Obligations and Fees are cancellable subject to the terms of Refunds and Cancellations as stated within these Terms of Use.
3.2 Payment Terms
Unless otherwise stated on the Ordering Page, Customer will pay all Fees monthly in advance, and Customer hereby authorizes Company to charge Customer ’s credit card each month for the applicable Fees for the term of this Agreement. If payment of any Fees is not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law. If any past due payment has not been received by Company within fifteen (15) days from the time such payment is due, Company may suspend access to the Services until such payment is made.
3.3 Net of Taxes
All amounts payable by Customer to Company hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, knowhow payments, customs, privilege, excise, sales, use, value-added and Platform taxes (collectively “ Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Company. Customer will not withhold any Taxes from any amounts due Company.
D. Term; Termination
D.1 Term; Termination
Subject to earlier termination as set forth in this Agreement, the term of this Agreement will commence on the Effective Date and continue for the initial term set forth in the Ordering Page, and shall automatically renew for additional monthly periods, unless either Party provides written notice of non-renewal at least fifteen (15) days prior to the end of the then-current term. In addition, a Party may terminate this Agreement (a) for convenience upon fifteen (15) days prior written notice to the other party or (b) immediately if the other Party breaches any material provision of this Agreement and does not cure such breach within fifteen (15) days after receiving written notice thereof, provided that if Customer wishes to terminate this Agreement, Customer must first submit to Company proof of change of the Company’s mailing address.
D.2 Effect of Termination
In the event that this Agreement expires or is terminated for any reason, all rights with respect to the Services will immediately terminate, and Customer will (a) cease use of the Services; (b) return to Company or destroy, in Company’ sole discretion, all copies or other embodiments of Company’s Confidential Information; and (c) pay to Company all amounts due and owing under this Agreement. Upon termination for any reason other than Customer ’s material breach, Customer will have access to the Platform for a period of at least thirty (30) days to retrieve its Customer Data.
D.3 Survival
Upon termination of this Agreement, all obligations in this Agreement will terminate, provided that Sections A.5 (License Restrictions and Responsibilities), A.6 (License to Customer Data), A.7 (Feedback), 2 (Ownership; Reservation of Rights), 3 (Fees; Payment Terms), 4 (Term; Termination), 5 (Confidentiality), F.2 (Disclaimer), 7 (Limitations of Liability), 8 (Indemnification) and 9 (General) will survive.
E. Confidentiality
E.1 Definition of Confidential Information
“Confidential Information” means, subject to the exceptions set forth in Section E.2 hereof, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a party (the “Discloser ”) to the other party (the “Recipient”) and that (a) the Discloser has marked as confidential or proprietary, or (b) the Discloser identifies as confidential at the time of disclosure with written confirmation within fifteen (15) days of disclosure to the Recipient; provided, however, that reports and/or information related to or regarding the Discloser ’s business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers billing records, and products or services will be deemed Confidential Information of the Discloser even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in Section E.2 hereof. For the avoidance of doubt, the Services is Confidential Information of Company.
E.2 Exceptions to Confidential Information
Confidential Information will not include any information which: (a) the Recipient can show by written record was in its possession prior to disclosure by the Discloser hereunder, provided that the Recipient must promptly notify the Discloser of any prior knowledge; (b) appears in issued patents or printed publications in integrated form or which otherwise is or becomes generally known by the public other than through the Recipient’s failure to observe any or all terms and conditions hereof; or (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favor of Discloser.
E.3 Use and Disclosure of Confidential Information
The Recipient may only use the Confidential Information for the purpose of performing its obligations and exercising its rights hereunder. The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient’s employees who are required to have access to such Confidential Information in connection with the performance of the Recipient’s obligations, or the exercise of the Recipient’s rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in this Agreement. The Recipient will use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of this Agreement.
E.4 Disclosures Required by Law
In the event that the Recipient is required by law to make any disclosure of any of the Confidential Information of the Discloser, by subpoena, judicial or administrative order or otherwise, the Recipient will first give written notice of such requirement to the Discloser, and will permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection.
F. Representations and Warranties; Disclaimer
F.1 Representations and Warranties
Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties.
F.2 Disclaimers
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND COMPANY DISCLAIMS ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM OR SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED.
G. Limitations of Liability
G.1 Disclaimer of Consequential Damages
IN NO EVENT WILL COMPANY BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.
G.2 General Cap on Liability
UNDER NO CIRCUMSTANCES WILL COMPANY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID AND PAYABLE BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
G.3 Independent Allocations of Risk
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
H. Indemnification; Release
H.1 Indemnification
Customer will indemnify, defend and hold Company and its affiliates and their respective officers, directors, agents, and employees of Company (“Company Releasees”) harmless from Liabilities that are payable to any third party by the Company Indemnified Parties (including reasonable attorneys' fees) arising from, directly or indirectly, any claim, demand or allegation by a third party that arises out of or is in connection with any use by Customer of the Services (including any third party services accessed or purchased through the Platform) in violation of this Agreement.
H.2 Release
Customer acknowledges and agrees that all services separate from the Platform (including but not limited to the receipt, processing, notification, delivery, and/or destruction of Customer ’s saved online data (voicemails & SMS / Text)) and processing will be performed by Customer ’s designated Local Agent or another third party, and Customer hereby waives and releases the Company Releases from any and all causes of action, claims and damages relating to such services.
I. General
The terms and conditions of this Agreement are severable. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither Party may assign this Agreement without the other Party’s prior written consent; provided, that, either Party may assign this Agreement without such consent to an affiliate or to a successor to all or substantially all of the business or assets to which this Agreement relates, whether by sale of stock, sale of assets, merger, reorganization or otherwise. Any assignment or attempted assignment by either Party in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be binding on the Parties and their successors and assigns. Both Parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein.
No agency, partnership, joint venture, or employment is created as a result of this Agreement and a Party does not have any authority of any kind to bind the other Party in any respect whatsoever. All notices under this Agreement will be in writing and sent to the recipient’s address set forth above and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Each Party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a Party's financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof )) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Except as otherwise agreed upon by the Parties in writing, in the event such non- performance continues for a period of fifteen (15) days or more, either Party may terminate this Agreement by giving written notice thereof to the other Party.
This Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. For all disputes relating to this Agreement, each Party submits to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Customer acknowledges that any unauthorized use of the Platform or Services will cause irreparable harm and injury to Company for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, Customer further agrees that Company will be entitled to injunctive relief in the event Customer uses the Platform or Services in violation of the limited license granted herein or uses the Platform or Services in any way not expressly permitted by this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.