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Terms of Use

INTRODUCTION

Your use of our website (incnow.com), our services and information provided by Agents and Corporations, Inc. DBA IncNow® (hereinafter “Agents and Corporations”) constitutes your agreement to be bound by the terms and conditions set forth in these Terms of Use. These Terms of Use constitute a legally binding agreement by and between Agents and Corporations and you or your company concerning your use of Agents and Corporations’ website and the services available through the website. The following terms and conditions govern your use of this website, the services offered by Agents and Corporations online and offline, and all of the forms, information, software, function, graphics, artwork, and any other content, materials, and resources available by Agents and Corporations (hereinafter the “Agents and Corporations Content”). As a user of this website and the Agents and Corporations Content, you are granted a nonexclusive, nontransferable, revocable, limited, personal license to access and use such website and the Agents and Corporations Content in accordance with these Terms of Use. Agents and Corporations may terminate this license at any time for any reason. This limited license terminates automatically, without notice to you, if you breach any of these Terms of Use. Agents and Corporations may make improvements and/or changes to its features, functionality, or the Agents and Corporations content at any time. If you do not understand any provision within these Terms of Use, or do not agree to be bound by these Terms of Use, you must immediately leave the website and cease using our services.

Agents and Corporations is an incorporation service company designed to allow you to form your own corporation, limited liability company, Series LLC, limited partnership, foreign qualification, or fictitious name (as allowed by state or local jurisdictional law) in various states or local jurisdictions within the United States including, but not limited to, Delaware, Florida, and Nevada. In addition to being able to form your own business, you can use Agents and Corporations for other types of federal, state, and county filings as may be offered by Agents and Corporations. Agents and Corporations uses the information provided by you on our order forms to complete the information required on the appropriate federal, state or county forms. By submitting an Agents and Corporations order form and agreeing to the terms outlined in Agents and Corporations’ Terms of Use, you agree to allow Agents and Corporations to file the ordered documents on your behalf. On rare occasion, and only when required by state statute, Agents and Corporations will enter your name on web-based Secretary of State filing applications as an electronic signature. Agents and Corporations is not an owner or responsible party for your entity, should Agents and Corporations sign as authorized person, organizer, or incorporator via the cover letter sent to you or other documents we hand over all responsibility to you and those you designate as members, managers, officers, directors, and stockholders. We do not retain any power or duties to act as agent other than statutory Registered Agent. You agree to keep us current at all times on the correct contact person (natural person) and contact address, email, and phone number for the contact person for your entity. You agree to pay Registered Agent fees to us on a calendar year basis for the life of your entity.

We may refuse an order from anyone for any reason or no reason. We will not assist anyone from countries on the Office of Foreign Assets Control list as determined by the U.S. Department of the Treasury. We will not assist anyone who is rude or unprofessional with our staff.

If you request a refund prior to the preparation of any paperwork and any filings, then a refund of the full amount less $50.00 shall be made. Any requests for refunds following the preparation of paperwork, but before filing, shall be entitled to a refund limited to state fees not yet charged. Following the submission of a filing, there shall be no refunds. All sales are final.

These Terms of Use may change from time to time without notice to you. Your continued use of our service will be deemed acceptance of the latest Terms of Use.

I. SERVICE TERMS

1. Use of Agent’s Address.

By submitting a completed order to Agents and Corporations, you agree that neither you nor the company will use the Agents and Corporations address for any purpose except for:

1.) Service of Process;

2.) Registered Agent on a state of formation filing;

3.) Coast Guard registration; or

4.) FAA registration.

2. Service of Process Procedure.

Provided Registered Agent fees are current, Agents and Corporations will attempt to submit to your last known address by international Federal Express, Certified Mail, or email any Service of Process it receives by process server. We cannot guarantee your timely receipt of these legal documents.

3a. Delaware Registered Agent.

Additionally, as your Delaware Registered Agent, Agents and Corporations will:

a.) forward to you, at the address you provided to us, the annual report or tax notice which you must annually file with the State of Delaware.

3b. Florida Registered Agent.

For Florida, the Florida Secretary of State will forward directly to the principal place of business the Annual Report for filing.

3c. Nevada Registered Agent.

As of August 1, 2019, Nevada no longer sends our office a reminder to forward to you to remind you to file your Nevada entity’s Annual List and Nevada Business License. A Nevada entity must file the annual list and Nevada Business License by the end of your entity’s filing anniversary month. You are responsible for filing this list with Nevada. Agents and Corporations has no obligation to remind you of this ongoing filing requirement, although we may do so.

4. Use of Correct Name.

Any document filed by you with any federal, state, or county agency naming Agents and Corporations as your registered agent must state Agent and Corporation’s full name in the name form provided (“Agents and Corporations, Inc.”), including all punctuation as provided at time of order. If you prepare and file a document with any federal, state, or county agency, naming Agents and Corporations as your Registered Agent without using Agents and Corporations’ full corporate name and/or using the correct name form for that jurisdiction, Agents and Corporations cannot guarantee that Registered Agent services can or will be performed on your behalf. Agents and Corporations disclaims any responsibility or liability for your failure to correctly insert our company name and official Registered Agent address when assigning a Registered Agent. You hereby acknowledge and agree that you are responsible for any fees associated with amending any document filed with any federal, state, or county agency to correctly name Agents and Corporations as your Registered Agent with the correct name and address.

5. Change in Contact.

Once an order has been completed, and Agents and Corporations is listed as the Registered Agent within the state of formation’s records, any change in contact information must be provided, in writing, to Agents and Corporations from the contact person or from a person who was included in the original order. We reserve the right to make changes to contact information solely based on telephone calls, mail, emails, fax, online forms, and information received at the time of Registered Agent payment without further verification of the person requesting the change.

6. Shares of Stock and Par Value.

Agents and Corporations incorporates corporations with a default number of shares of stock (1500) and a default par value on those shares ($0.00 Par Value). You have the ability to select a different number of shares and/or par value by changing those numbers within the incorporation order form. Changing the default shares and/or default par value may result in a change to your state filing fees and/or yearly taxes owed to the state of incorporation. If you have questions on the appropriate number of shares or the par value of the shares for your incorporation, please contact an attorney or tax professional.

7. Initial / Annual Report Orders.

Agents and Corporations’ Annual Report/Statement Filing System is run by a third party outside our control but it is designed to allow you to file the Annual Report/Annual Statement for your business. By clicking on the submit button you are authorizing Agents and Corporations to act as your agent to complete and submit this report filing.

Agents and Corporations does not provide tax advice, accounting services, or federal or state income tax return filing services. Our service is designed for the Annual Report/Statement only and should not serve as a substitute for accounting and/or legal advice for your federal, state, or local jurisdictional taxes.

You may not use our address or staff names on report filings.

8. Notice.

Please mail any legal notice to:

Attn: John L. Williams, President & General Counsel

Agents and Corporations, Inc.

1201 N. Orange Street, Suite 600

Wilmington, DE 19801 USA

Agents and Corporations will not accept any Service of Process by email or fax. Agents and Corporations will not forward emails or faxes to you from people who contact us trying to contact you.

9. Consent to Receive E-Mail from Agents and Corporations.

By registering with the website, you thereby consent to receive periodic email communications regarding the services. As part of registration, you may also receive periodic email communications regarding special offers and other promotions. You may opt-out of receiving special offers and notices at any time by (a) following the unsubscribe instructions contained in each special offer; or (b) removing the email on your account.

10. Process Reports.

In processing the Delaware Annual Report for a Delaware Corporation, Agents and Corporations will not use its address on your behalf and you are not authorized to use Agents and Corporations’ address. Additionally, the state filing fee and the Registered Agent fee are two different fees. The state filing fee is not included with your annual Registered Agent fee. If you want us to file the annual report or pay the annual tax for you, an additional fee will be charged.

11. No mail forwarding. Do not use our address.

Do not list our address as your address on any website, with a domain registration service, hosting company, the IRS, other government offices, or on contracts with anyone. (Of course you may list our address on a filing with the Secretary of State in the state we have agreed to serve as Registered Agent). By way of illustration and not limitation, do not list our address on letterhead, business cards, advertising, marketing materials, packaging envelopes, labels, bills, invoices, checks, or any other materials that can be viewed or communicated to third parties. We do not forward: mail, packages, bank statements, emails, faxes, voicemails, packages or correspondence, except certified mail, service of process delivered by process servers, and reports from the state of formation, while your Registered Agent fees are current. If you do not follow our mail policies we may resign as Registered Agent. Furthermore, Agents and Corporations disclaims any perceived, implied or actual duty to forward items received on your behalf pursuant to your unauthorized use of Agents and Corporations’ business address and specifically disclaims any responsibility or liability for failure to forward such items. You knowingly and freely assume all risk when making unauthorized use of Agents and Corporations’ business address.

12. No Guarantee of Document delivery.

We cannot guarantee any delivery service will deliver your order to you. If you do not receive any documents, correspondence, or other materials after they are sent, you will incur additional charges to have any orders recreated and resent. We do not keep copies of documents and may not be able to resend since no original document remains. We suggest you select a delivery system which delivers the items immediately by email and/or Federal Express. Our priority mail service does not include delivery confirmation or tracking. We cannot guarantee the timing of delivery services.

13. Cancellation of Services.

Should you not agree to these Terms of Use you will continue to be bound by them for the time we served as your agent. If you wish to have another agent, you may change your Registered Agent and notify us of such change, after it has been filed and accepted by the Secretary of State. We will continue to bill you for agent services until we are notified of your change of agent and we have confirmation of such change. Such cancellation shall be controlled by terms in this Terms of Use under the Registered Agent Service and Payment terms and other sections herein.

14. Incorporation Orders.

If you are not satisfied with our service please contact our customer service department at 800-759-2248. Should the customer service department not address your concerns, please write a letter to John Williams, President at the notice address herein provided.

II. PAYMENT TERMS

1. Payment in Full.

Prior to processing your request or performing any service requiring payment, payment must be made to Agents and Corporations in full. We may provide credit terms to certain law firms, whereby the terms are net 15 days plus 1.5% interest per month and collection costs and attorney fees to collect.

2. Accuracy.

Agents and Corporations will process all orders exactly as they are submitted to Agents and Corporations. After an order has been submitted to Agents and Corporations any changes, additions, or the like to an order will incur additional state and processing fees which frequently cost significantly more than the original filing. We reserve the right not to replace documents with corrected documents because of legal concerns. For example, to change the name of a Delaware LLC after filing will cost an additional $389.00 ($200.00 state fee and $189 processing fee).

3. Annual Registered Agent Fee.

If the Agents and Corporations annual Registered Agent fee is not paid when due, Agents and Corporations may resign as the Registered Agent for the entity.

You recognize and agree that the cost of services provided by Agents and Corporations are good faith estimates. Agents and Corporations reserves the right to increase any and all service fees at any time without notification to you. These service fees include, but are not limited to, the annual Registered Agent Service fee, expedited delivery fees, and processing fees.

Currently, $90 covers the fee for the Registered Agent Service for the duration of the calendar year calculated above. The first Registered Agent Service fee may be included in formation package fees. Thereafter, the fee for the annual calendar year renewal of Registered Agent Service will increase to $109 for the second calendar year period, and each subsequent year until the fee changes. You may have the option to prepay for additional years of Registered Agent Service at discounted rates based on periodic offers.

4. Service of Process (SOP) Charges.

You will be responsible for the $20.00 shipping fee and $50.00 international shipping fee for each Service of Process served upon your company, after the first one, in any calendar year.

5. Registered Agent Service and Payment Terms.

Agents and Corporations operates on a calendar year for all companies. Registered Agent Service is not for a full 12 months. For example, agent accounts opened after August 1 include 18 months registered Agent Service – for accounts opened in December, 12 months agent service is included – and for accounts opened in July, 6 months of agent service is included (through Dec. 31 of that year). States require a corporation or LLC to have a Registered Agent to forward Service of Process and any official correspondence from the Secretary of State. This does not include other “legal mail” including but not limited to law firms, government offices, individuals, or entities.

You may cancel the Registered Agent Service at any time. All cancellations of Registered Agent Service require proof (in writing) that the company has a new Registered Agent on file with the state. If notification of cancellation is not received in writing prior to the renewal date, you agree that Agents and Corporations may charge the full fee for the renewal service term. If you cancel your Registered Agent Service prior to the expiration of your term, you will not be entitled to a pro-rata refund or any other type of refund even if we resign as agent.

If less than the full fee is paid, any accepted partial payment by Agents and Corporations will be considered an incomplete order until full payment is received by Agents and Corporations or, at Agents and Corporations’ sole discretion, a reduction in the Registered Agent Service term. Such accepted partial payment orders may be subject to additional installment payment processing fees.

In the event that Agents and Corporations does not receive full payment based on the terms stated on your invoice, Agents and Corporations reserves the right to terminate Registered Agent Service. You agree to bear any risk and under no circumstances will Agents and Corporations or its directors, officers, employees, affiliates, successors, assigns, agents, or representatives, be liable or responsible for any damage or inconvenience caused or alleged to be caused by termination. You agree to pay reasonable collection costs, if necessary, in the event of non-payment, plus interest on any such amounts at a rate of 1.5% per month, plus costs and attorney fees.

We charge a late fee of $25 if you fail to pay your Registered Agent fee before Jan. 30. This is 30 days after the start of the Registered Agent year.

6. Returned Checks.

A $25 fee will be added to all checks returned to Agents and Corporations due to non-sufficient funds or closed accounts. In addition, a bank service fee will be charged on these checks. Our terms on chargebacks will also apply to returned checks, Pay Pal reversals, or wire reversals.

7. Credit Card Chargeback.

Should a credit card chargeback occur after an order to Agents and Corporations, Agents and Corporations reserves the right to take legal action including costs for attorney fees, interest at 1.5% per month, a $1,000 fee, resign immediately as agent and report the suspected fraud when such a chargeback occurs.

8. Late Fees and Interest.

You agree to pay reasonable collection costs, if necessary, in the event of non-payment, plus interest on any such amount at a rate of 1.5% per month and collection costs plus attorney fees.

9. Failure to return signed documents in 30 days.

Notwithstanding the foregoing, if you order a company or service that requires your signature on a document and you do not return that document within 30 days you agree to surrender those fees in full to us without refund. If you return the signed document more than 30 days later, you agree to pay again for the service.

III. DISCLAIMERS AND OTHER TERMS

1. Eligibility.

By using the website or services, you represent and warrant that you are at least 18 years old and are otherwise legally qualified to enter into and form contracts under applicable law. Any individual using the website or services on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company.

2. Reporting Activities and Cooperating with Investigations.

Agents and Corporations reserves the right to investigate complaints or reported violations of these Terms of Use and to take any action we deem appropriate including, but not limited to, reporting any suspected unlawful activity or suspicious activity to law enforcement officials, regulators, or other third-parties and disclosing any information necessary to such persons or entities relating to information submitted, email addresses, IP addresses, and payment information. You acknowledge that Agents and Corporations will have the right to report to law enforcement authorities anything it deems worthy of reporting and reserves the right not to let you know of such reporting. Agents and Corporations reserves the right to resign for any reason as Registered Agent and cooperate fully with any investigation of any entity.

We reserve the right to ask for a copy of your passport or other identification at any time. We cannot notarize a document without the verified person in our office with government identification in front of a notary public.

3. Third Party Vendors, Third Party Websites, and Reliance on Content.

Agents and Corporations may share your information with any third parties such as information technology providers and does not assure confidentiality. Your information may be stored on a database and/or off-site server operated by a third party. While we make efforts to protect the privacy of your information, it may be possible for an unknown third party to access the information without our knowledge.

Our website is linked to other websites of third parties, some of whom have established relationships with Agents and Corporations and some of whom may not. Agents and Corporations does not have control over the content and performance of third party websites. Agents and Corporations has not reviewed, and cannot review or control, all of the material, including computer software, or other goods or services, made available on or through our website or third party websites. Agents and Corporations does not represent, warrant or endorse any third party website, or the accuracy, currency, content, fitness, lawfulness, or quality of the information material, goods, or services available through third party websites. Agents and Corporations disclaims, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of our website or third party websites.

You agree that, when linking to or otherwise accessing or using a third party website, you are responsible for: 1.) taking precautions as necessary to protect you and your computer systems from viruses, worms, Trojan horses, malicious code, and other harmful or destructive content; 2.) any downloading, use, or purchase of material that is obscene, indecent, offensive, or otherwise objectionable or unlawful, or that contains technical inaccuracies, typographical mistakes, and other errors; 3.) any downloading, use, or purchase of material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights of third parties, or that is subject to additional terms and conditions, stated or unstated; 4.) all financial charges or other liabilities to third parties resulting from transactions or other activities; and 5.) reading and understanding any terms of use or privacy policies that apply to those third-party websites.

Opinions, advice, statements, or other information made available by means of the website and services by third parties, are those of their respective authors, and should not be relied upon. Agents and Corporations does not: 1.) guarantee the accuracy, completeness, or usefulness of any information our the website; or 2.) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by means of the website and services. Under no circumstances will Agents and Corporations be responsible for any loss or damage resulting from your reliance on information or other content posted on our website or transmitted to or by any third party.

4. Delaware-Based Business Directory (www.incnow.com/delaware) “Library Page”.

By placing an order for a new Delaware business on Agents and Corporations’ Global Delaware Partner Page (“GDPP”) (www.incnow.com/delaware), you represent that you are i) a legal Delaware resident with a home and/or business address in Delaware; or ii) a member, shareholder, partner, or other type of owner of a business whose primary operations and office address are located in Delaware (hereinafter a “Delaware-based business”); or iii) an authorized representative of a Delaware-based business. If you do not qualify as a Delaware-based business, your order will be processed through Agents and Corporations’ main site, incnow.com.

The materials on this GDPP are intended to provide specialized incorporation and LLC formation information for Delaware-based businesses to assist the Delaware Secretary of State or a Delaware public library with walk-in customers. The information on this GDPP is not legal or tax advice from Agents and Corporations or its affiliates. This information does not represent advice from, or the opinions of The Delaware Division of Corporations or Global Delaware.

All information regarding new companies formed or incorporated through this GDPP will be provided to the Delaware Secretary of State and/or Global Delaware upon their request and may also be shared with the Division of Revenue.

By submitting an order to Agents and Corporations GDPP, you represent that you are the person whose contact name, address, and phone number are listed on your order, whether that order be placed in-person, by telephone, internet, or otherwise. We reserve the right to refuse service to anyone we suspect may be untruthful or whom we suspect may be engaged in unlawful, disreputable, or unethical business practices. You also certify you will obtain a Delaware business license prior to conducting business in Delaware. All other terms of use for IncNow apply to the GDPP users and customers.

5. Objectionable Content.

You represent and warrant that you shall not use our website or services to upload, post, transmit, display, perform, or distribute any content, information, or materials that: 1.) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; 2.) constitute child pornography; 3.) solicit personal information from or exploit in a sexual or violent manner anyone under the age of 18; 4.) incite, encourage, or threaten physical harm against another; 5.) promote or glorify racial intolerance, use hate and/or racist terms, or signify hate towards any person or group of people; 6.) glamorize the use of hard core illegal substances and drugs; 7.) advertise or otherwise solicit funds or constitute a solicitation for goods or services; 8.) violate any provision of this Agreement or any other Agents and Corporations agreement or policy; or 9.) is generally offensive or in bad taste, as determined by Agents and Corporations (hereafter “Objectionable Content”). Agents and Corporations disclaims any perceived, implied, or actual duty to monitor the contents of the website and specifically disclaims any responsibility or liability for information provided hereon. Without limiting any of its other remedies, Agents and Corporations reserves the right to terminate your use of the website and services or your uploading, posting, transmission, display, performance, or distribution of Objectionable Content. Agents and Corporations in its sole discretion, may delete any Objectionable Content from its servers. Agents and Corporations intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.

6. Not Legal Advice.

Agents and Corporations is not a law firm and neither Agents and Corporations nor any of its employees provide tax, legal, or professional services or advice and should not be relied upon as such. If tax, legal, or other professional assistance is needed, we recommend that you seek the services of a competent professional. The Agents and Corporations content should not serve as a substitute for legal advice from an attorney or tax advice from an accountant familiar with the facts and circumstances of your specific situation. No confidential attorney-client relationship is formed through use of this website or conversation with its staff. To obtain attorney-client privilege, you must first retain an attorney directly. Should we provide a referral, we are not endorsing such person or service and your use is at your own risk without recourse against us. Recommending the incorporation in one state over another is not legal advice, rather you are responsible for your choice of entity, choice of state, tax elections, and other services you order.

7. No Insurance or Liability Coverage.

Agents and Corporations provides neither insurance nor any other liability coverage with respect to the information provided to us, the Agents and Corporations Content or as the result of our services.

8. Limitations on Use.

Use of this website and the Agents and Corporations Content is limited to lawful business purposes. Any unauthorized use of this website or the Agents and Corporations Content is prohibited. Agents and Corporations may seek any available legal remedy or take any reasonable business steps to prevent the unauthorized use of, or access to, this website and the Agents and Corporations Content, and to prevent access to users who violate these Terms of Use. Agents and Corporations remedies include the right to seek equitable relief. You may not reverse engineer, disassemble, rent, lease, loan, sell, sublicense, provide information processing services, time-sharing, or service bureau-type services to any third party, or create derivative works from this website and the Agents and Corporations Content. You may not use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. You may not use any robot, spider, or other automatic device or manual process to monitor or copy this website or the Agents and Corporations Content without Agents and Corporations prior written permission. You may not copy, download, perform, modify, edit, alter, enhance, reproduce, republish, distribute, re-distribute, display, or transmit all or any portion of this website or the Agents and Corporations content in any manner, except to the extent expressly permitted by these Terms of Use. You may not use or otherwise export or re-export this website or any portion thereof, the Agents and Corporations Content or any software available on or through this website in violation of the export control laws and regulations of the United States of America.

9. Intellectual Property Rights.

Except as expressly set forth in these Terms of Use, nothing contained herein shall be construed as conferring any license or right, by implication, or otherwise, under copyright or other intellectual property rights. You agree that this website and Agents and Corporations Content is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws.

This website may include various product names, business names, logos, slogans, and other marks in which Agents and Corporations has a registered trademark interest or other protectable interest (collectively “Agents and Corporations Marks”). It may also include product names, business names, logos, slogans, and other marks in which others have a protectable interest (collectively “Other Marks”). You may not in any way use any Agents and Corporations Marks or Other Marks on this website without the prior express written permission of the appropriate owners.

10. User Submitted Content.

This Website may allow users to post text, images, audio, video, links to other sites, or other content to the Website (“User Content”). As a consequence, you may see materials that have been submitted to this Website by individuals not affiliated with Agents and Corporations. Neither Agents and Corporations nor any of its affiliates endorses these individuals nor are we in any way associated with any of the materials that they may post on this Website or link to from this Website. Neither Agents and Corporations nor its affiliates (nor their respective officers, employees, or agents) shall have any responsibility or liability of any nature whatsoever arising in connection with any materials provided by these individuals or in connection with any conduct of these individuals.

Please note: Agents and Corporations will not publish submissions from small businesses that sell or promote any of the following: pharmaceuticals, drugs, drug paraphernalia, pornography or sexual aids, diet aids, gambling, liquor, tobacco, or firearms/weapons. Each user who posts any User Content acknowledges and agrees that Agents and Corporations has the right, in its sole discretion, to take down or remove or alter any and all User Content it deems not appropriate, illegal, or otherwise offensive or inaccurate. Any user who posts any User Content hereby represents that such User Content does not violate any third party intellectual property rights and further grants Agents and Corporations a license to show and make this content accessible on the Agents and Corporations website or any successor or affiliate site. By posting any User Content to Agents and Corporations, you hereby agree to indemnify Agents and Corporations from any damages and claims related to the User Content posted on Agents and Corporations, including any infringement, misappropriation, libel, or other claims.

If you send us complimentary emails, we reserve the right to publish any part of them as testimonials, with your information as the author, until you request it removed.

11. Notice for Claims of Intellectual Property Violations and Agent for Notice.

If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Agents and Corporations with the following information:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  2. A description of the copyrighted work or other intellectual property that you claim has been infringed;
  3. A description of where the material that you claim is infringing is located on the Website, with enough detail that we may find it;
  4. Your address, telephone number, and email address;
  5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
  6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Agents and Corporations’ Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:

Attn: John L. Williams, President & General Counsel

Agents and Corporations

1201 N. Orange Street, Suite 600

Wilmington, DE 19801

12. Disclaimer of Warranty.

This website, our services and the Agents and Corporations Content and User Content are provided “as is” without any warranty of any kind. No representations or warranties express or implied, are given regarding the legal or other consequences resulting from the use of this website, our services or the Agents and Corporations Content or any User Content. Agents and Corporations does not warrant the accuracy or timeliness of the Agents and Corporations Content, and you agree that Agents and Corporations has no liability for any errors or omissions in the Agents and Corporations Content, whether provided by Agents and Corporations or by a third-party. Agents and Corporations does not warrant that (i) the operation of the website or the Agents and Corporations Content will be error-free or uninterrupted; (ii) defects will be corrected; (iii) this website and Agents and Corporations Content are free of viruses or other harmful components; or (iv) this website or Agents and Corporations Content will meet your requirements. Agents and Corporations makes no representation or warranty as to the results that may be obtained from the use of this website, services, or the Agents and Corporations Content that the results may be obtained from such use will be reliable, or that the quality of any product, service, information, or other material purchased or obtained by you through this website will meet your expectations. Any materials and/or other data downloaded or otherwise obtained through the use of this website is done at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the downloading of such material or data. Agents and Corporations and its directors, officers, employees, affiliates, successors, assigns, agents, and representatives specifically disclaim any warranty, oral, or written, whether express or implied, including without limitation, the implied warranties of merchantability, title, non-infringement, and fitness for purpose. Under no circumstances will Agents and Corporations or its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents, or representatives, be liable or responsible for any damage or inconvenience caused or alleged to be caused by the use of this website, our services, or the Agents and Corporations Content or the User Content.

13. Limitation of Liability.

Agents and Corporations (and its directors, officers, employees, affiliates, successors, assigns, agents, and representatives) shall not be liable for any injury, claim, liability, or damage of any kind resulting from your use of this website, our services or the Agents and Corporations Content or related to the User Content. Agents and Corporations (and its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents, and representatives) shall not be liable for any special, direct, indirect, incidental, or consequential damages of any kind whatsoever, including without limitation, attorney fees, lost profits, goodwill, business interruption, loss of business information or data, loss of opportunity and the like, in any way due to, resulting from, or arising in connection with the use or inability to use this website, our services or the Agents and Corporations Content.

The liability of Agents and Corporations is limited. To the maximum extent permitted by law, in no event shall Agents and Corporations be liable for special, incidental, or consequential damages, lost profits, lost data, or confidentiality or other information, loss of privacy, costs of procurement of substitute goods or services, failure to meet any duty including without limitation of good faith or of reasonable care, negligent, or otherwise, regardless or the foreseeability of those damages or of any advice or notice given to Agents and Corporations or its employees or representatives arising out of or in connection with your use of the website. This limitation shall apply regardless of whether the dames arise out of breach of contract, tort, or any other legal theory or form of action. Additionally, the maximum liability of Agents and Corporations and its employees and representatives to you under all circumstances will be equal to the aggregate price you paid to Agents and Corporations during the six months preceding the incident or incidents giving rise to such liability. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between Agents and Corporations and you. The website and services would not be provided without such limitation.

The above disclaimers, waivers, and limitations do not in any way limit any other disclaimer of warranties or any other limitation of liability in any other agreement between you and Agents and Corporations. Unless limited or modified by applicable law, the foregoing disclaimers, waivers, and limitations shall apply to the maximum extent permitted, even if any remedy fails its essential purpose.

14. Indemnity by You.

Without limiting any indemnification provision of this Agreement, you agree to defend, indemnify, and hold harmless Agents and Corporations and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and Industry Professionals (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action, and other proceedings (collectively, “Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) your access to or use of the website or services; (iii) your provision to Agents and Corporations or any of the Indemnified Parties of information or other data; or (iv) Your violation or alleged violation of any foreign or domestic, federal, state, or local law or regulation.

The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by you of any claim as to which you are required to defend, indemnify, or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.

Your Responsibility for Loss or Damage and Backup of Data

You agree that your use of the website and services is at your sole risk. You will not hold Agents and Corporations or its licensors or suppliers, as applicable, responsible for any loss or damage that results from your access to or use of the website, including without limitation any loss or damage to any of your computers or data. The information and services may contain bugs, errors, problems, or other limitations.

Importantly, you hereby acknowledge that a catastrophic disk failure or other event could result in the loss of all of the data related to your account. You agree and understand that it is your responsibility to backup your data to your personal computer or external storage device and to ensure such backups are secure.

15. Order Information.

You agree that your order with Agents and Corporations represents that the information supplied by you or your agent to Agents and Corporations is accurate and complete. Your order with Agents and Corporations also acknowledges that Agents and Corporations is relying upon such information in the preparation and completion of each and all orders without any verification by Agents and Corporations as to its accuracy or completeness. You agree to hold Agents and Corporations and its directors, officers, employees, affiliates, successors, assigns, agents, and representatives harmless and defend and indemnify Agents and Corporations from and against any claims, causes of action, damages, and liability of whatever kind or nature, including but not limited to court costs and reasonable attorney fees if information provided by you or your agent is inaccurate or incomplete. It is your responsibility to inform Agents and Corporations of any changes or corrections to your information. You warrant that you, your company and agents thereof will act in a lawful and honest manner and not engage in any unlawful or deceitful activity.

16. Special Offers or Add-on Products/Services or Content Provided by Third-Parties.

Agents and Corporations occasionally partners with other companies to provide special offers and/or products/services that can be added to a Agents and Corporations formation or other filing order. Agents and Corporations identifies which offers, products, or services are provided by third-parties by stating in our order form the name of the company that will fulfill the offer, product or service.

By selecting a special offer, product, or service from a third-party within the Agents and Corporations order form, you understand and agree that in order to receive the special offer, product, or service, that Agents and Corporations will share certain Personally Identifiable Information for you with the applicable third-party provider.

Third-party content may appear on this website or may be accessible via links from this website. Agents and Corporations is not responsible for and assumes no liability for any mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography, or profanity in the statements, opinions, representations, or any other form of content contained on our website, our emails, or on any third-party website or in any third-party content appearing on this website. You understand that the information and opinions in the third-party content is neither endorsed by nor does it reflect the opinions of Agents and Corporations.

You acknowledge that Agents and Corporations is providing these links or third-party content to you only as a convenience, and you agree that Agents and Corporations has no liability, obligation, or responsibility for any correspondence, purchase or promotion between you and any third-party, or for content or links displayed on such sites to which you may be linked, or products or services offered by, such third-party providers or other non-Agents and Corporations websites.

17. Privacy Policy.

To read Agents and Corporations’ full privacy policy,a separate link is on the incnow.com homepage. The terms of that Policy, and any future amendments to it, are hereby incorporated by reference in its entirety into these Terms of Use, where inconsistent these Terms of Use shall control.

18. Reliance on Instructions.

Agents and Corporations may act in reliance upon any instruction, information, document, filing, name, email address, or user password that meets this website’s automated criteria or which is believed by Agents and Corporations’ personnel to be genuine. For any password protected areas, Agents and Corporations may assume a person entering a user name address and associated password is, in fact, that user or is authorized by that user to act on its behalf. Agents and Corporations may assume the latest email addresses and registration information on file with Agents and Corporations are accurate and current. When programmed to do so, Agents and Corporations may take prescribed actions in the absence of receiving proper and complete contrary instructions. Call our office immediately (do not email) if there is a change to your order, to help catch order before filing.

19. Remedies.

Agents and Corporations reserves the right to seek all remedies at law and in equity for violations of these Terms of Use, including but not limited to the right to block access from a particular Internet address to this website and its features in addition to other remedies provided herein.

20. Force Majeure.

Agents and Corporations is not responsible for any delay or failure in performance of the website in whole or in part for any reason including, without limitation: fires, floods, storms, earthquakes, civil disturbances, disruption of telecommunications, transportation, utilities, services or supplies, governmental action, computer viruses, corruption of data, hacker attack, incompatible or defective equipment, software or services, or otherwise. Nothing herein enlarges any warranty or diminishes any disclaimer under these Terms of Use.

21. Governing Law, Jurisdiction, and Legal Notice.

These Terms of Use will be governed and construed under the laws of the State of Delaware, U.S.A., without regard to its choice of law provisions. You agree that any action at law or in equity arising out of or relating to this website or the Agents and Corporations Content, including these Terms of Use, will be filed only in the state or federal courts located in Delaware. You consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.

22. Severability.

If any term or provision of these Terms of Use is held to be invalid, void, or unenforceable by a court or arbitrator of competent jurisdiction, the remainder of these Terms of Use will not be affected, impaired, or invalidated and each remaining term or provision will be valid and enforceable to the fullest extent permitted by law.

23. Assignment and Waiver.

We may assign these Terms and Conditions to a third party at any time without notice to you. If we reimburse you for a refund claim you have made, or if we otherwise provide you with a credit or payment with respect to any problem arising out of any transaction made, you are automatically deemed to assign and transfer to us any right and claims, excluding tort claim, that you have, had or may have against any third party for an amount equal to the amount we have paid to you or credited to you. You agree that you will not pursue any claim against, or reimbursement from, such third party for the amount that we paid or credited to you, and that you will cooperate with us if we decide to pursue the third party for the amount paid or credited. Neither our failure to exercise any of our rights under these Terms of Use, nor our delay in enforcing or exercising any of our rights, shall constitute a waiver of such rights. If we waive any right under these Terms of Use on one occasion, such waiver shall not operate as a waiver as to any other occasion.

24. Forgery.

You do not have the authority to sign the name of any Agents and Corporations employee or representative. Agents and Corporations reserves all right to take the appropriate legal action against you should you commit such a forgery.

25. Non-Affiliates.

Certain other Registered Agents may use our office address, however we have no ownership interest in these entities or their affiliates and cannot be responsible for their actions or inactions. They are only using our address to accept service of process on their behalf and forward Delaware state reports to their headquarters for processing.

26. Indemnification.

You agree to defend, indemnify, and hold harmless Agents and Corporations, its affiliates and their respective directors, officers, employees, and agents from and against all claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including reasonable attorney’s fees) arising out of or accruing from (a) any material posted or otherwise provided by you that infringes any copyright, trademark, trade secret trade dress, patent, or other intellectual property right of any person or defames any person or violates their rights or publicity or privacy, (b) any misrepresentation made by you in connection with your use of the Service; (c) any non-compliance by you with the terms and conditions of this Agreement; and (d) claims brought by persons or entities other than the parties to this Agreement arising from or related to your access and use of the Service, including the information obtained through the Service.

27. Headings.

The headings contained in these Terms of Use are for convenience of reference only and in no way define, describe, or limit the scope or intent of this Agreement or any of the provisions of this Agreement.

28. Grammatical Changes.

Wherever appropriate in these Terms of Use, the singular shall include the plural and the plural the singular.

CONCLUSION

We wish you success in your business enterprise and look forward to serving as your registered agent pursuant these Terms of Use.

Revised November 12, 2015

Addendum for Corporate Transparency Act below.

1. Corporate Transparency Act

On January 1, 2024 the Corporate Transparency Act will go into effect requiring almost all LLC’s, Corporations, LP, and other entities formed by a filing with the secretary of states to file a Beneficial Ownership Information Report (“BOIR”) with the Financial Crimes Enforcement Network (FinCEN). Please visit https://fincen.gov/boi to learn more about filing requirements. CTABOI LLC (“CTAboi”) is a public benefit series limited liability company that is a wholly owned subsidiary of IncNow. CTAboi operates CTAboi.com directly.

2. Your Obligation to File

United States entities, incorporated prior to January 1, 2024, only have until January 1, 2025 to file a BOIR with FinCEN. All new entities formed in 2024 only have ninety (90) calendar days to file a BOIR with FinCEN after formation. In 2025 all new entities will only have 30 calendar days after formation to file a BOIR with FinCEN.  The deadline for filing is determined by the earlier of the dates in which the entity was publicly listed on the applicable Secretary of State website or the date on which the state delivered written confirmation of incorporation. The date you receive a confirmation of your order from IncNow may be subsequent to the date the Secretary of State delivered or posted confirmation of incorporation.

The days counted towards the deadline are calendar days and not business days. IncNow makes no commitment either to inform you of FinCEN’s filing requirements or  to remind you of deadlines. You are solely responsible for tracking deadlines, filing on time, as well as necessary corrections/updates.  

IncNow does not file BOIRs on your behalf. If you wish to have assistance with filing BOIRs you may use the services of CTAboi. If you have placed an order with IncNow you may be invited to file a BOIR or receive a discount, but that would be fulfilled with CTAboi directly. If you choose not to use CTAboi you will be obligated to file BOIRs directly with FinCEN or another reporting service. IncNow will not be liable for your failure to file an initial BOIR, corrected BOIR, or an updated BOIR. By using IncNow, you represent and warrant that you will file required BOIRs with FinCEN, and any other applicable state equivalent beneficial ownership law where required, by the applicable deadlines. These deadlines may change from time to time.

3. Company Applicants

For businesses filed after January 1, 2024 FinCEN requires two (2) “company applicants” to be included in the BOIR. For the purposes of these BOIRs by placing an order on IncNow you are likely the person most responsible for directing the filing which would make you the second company applicant. Our incorporation specialist who did the filing is the first company applicant. FinCEN permits the use of the legal name and a FinCEN Identifier (FinCEN ID) in lieu of the other personal information usually required for beneficial owners. Therefore, to protect the privacy of our employees, IncNow will provide you with the name and FinCEN ID of the incorporation specialist who incorporated your entity in a letter with the delivery of your incorporation documents. You promise not to use, disclose, share, or otherwise disseminate the legal name or FinCEN ID of our incorporation specialist to any third party or person not directly involved in the filing of your BOIR.  You will also not use our incorporation specialist’s FinCEN ID for beneficial ownership fields nor on other entities where the incorporation specialist was not the filer. 

4. Disclosure of Personal Information

IncNow will provide CTAboi with access to your IncNow company records in their entirety. Examples of personal information include name, address, phone number, e-mail address, payment information, IP address, OFAC/SDN research, ID Cards, EIN, SSN, and other business information for contacts of owners of the entity.

5. Disclaimers

Should you purchase an IncNow package that includes a BOIR filing or discount through CTAboi on IncNow you are entering into a contract with CTAboi. The terms of that contract are governed by the Terms of Service on www.ctaboi.com. You hereby agree and acknowledge that IncNow is not liable for any failures on the part of CTAboi to fulfill the terms and conditions of that contract. For the purposes of this bundle IncNow is solely a third party intermediary for providing a convenient payment processing and referral service. IncNow does not guarantee the accuracy of the information on CTAboi’s website. CTAboi reserves the right to refuse to assist you. Please note for CTAboi to assist, you must complete the additional required information in a way that is true, correct and complete. You will also be required to file updates and corrections to BOI reports as CTAboi sells a one-time filing product. Updates and corrections will require a separate order. 

Failure to file a complete and accurate BOIR on time may result in fines of $591 per day up to $10,000 and criminal penalties of up to two (2) years in jail for all senior officers for willful noncompliance per violation. Should a late or erroneous BOIR violation be accompanied by additional financial crimes, then the BOIR penalties escalate to $100,000 and 10 years in jail for all senior officers per violation.  Neither IncNow nor CTAboi are liable for any costs, legal fees, civil or criminal penalties incurred as a result of your failure to file, update, or any errors in your filing that you made.  

Addendum Publication Date: 7/9/2024

Addendum First Revision Date: 8/1/2024