Terms of service
These terms of service (“Terms”) cover your use and access to the services, products, software and websites (“Services”) that are provided by Community Business Resource Center and any of our affiliates (“Community Business Resource Center”, “company”, “here”, “team”, “we”, “us” or “our”). By using our Services and website, you agree to be bound by these Terms as well as our Privacy Policy. If you do not agree with these Terms, or the terms contained in our Privacy Policy, then you should not use our Services or this website.
Additionally, these Terms supersede and replace any other prior or existing agreements, or terms and conditions that may be applicable. These Terms create no third-party beneficiary rights.
Acceptable use of our website and Services
We know your expectations of us are high, and we’re hoping we can hold you and your company to the same standards.
In using our website and Services, you may not, nor may you permit any third party, directly or indirectly, to:
Access or monitor any material or information on any of our systems, using any manual process or robot, spider, crawler, scraper, or other automated means;
Except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;
Perform or attempt to perform any actions that would interfere with the proper working of the Services, or prevent access to or use of the Services by our other customers;
Copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from us;
Transfer any rights granted to you under these Terms;
Use the Services except as expressly allowed under these Terms.
If we suspect your account has been used for an unauthorized, illegal or criminal purpose, you are granting us express authorization to share information about you and your account with law enforcement.
Use of Forms
The Community Business Resource Center offers and produces several legal forms freely available for convenient use. Users are hereby notified that any use of said forms may impact the legal rights and obligations of the parties involved. Nothing within those forms should be construed as legal advice. Any user of our forms acknowledges the risk of using template forms and said user voluntarily assumes that risk by using our forms. Users agree that they will not consider the contents of any form, website, or communication with Community Business Resource Center as valid substitutions to seeking legal advice from a qualified legal professional. We disclaim any liability which may result from the use or misuse of our freely available or purchased forms.
Registered Agent Service and Business Filings
Receiving Service of Process & Other Legal Documents. As your registered agent, we need to accept legal documents on your behalf and upload them into our secure system, before forwarding them to your email information on file. You authorize us to receive service of process and legal documents of any kind (“Legal Documents”) on your behalf. You also agree that we can open, scan, upload and transmit the Legal Documents into our system, and then forward the copy to your email information on file used in connection with providing Services to you. Registered agent services are limited to the receipt of service of process as well as the receipt and forwarding of Legal Documents and do not include the receipt of any general or regular mail or other items. Accordingly, we do not assume liability to you, or any third party, for loss of mail or other items which are not Legal Documents.
Regular Documents. The documents that we receive at our addresses on your company’s behalf which are not communications from the Secretary of State related to your company’s registration nor documents related to legal service of process are considered by us to be “Regular Documents.” Depending on which services you have purchased from us, there may be a limit on how many Regular Documents will be accepted by our office on your company’s behalf without incurring additional fees.
Additionally, you may be charged for any physical document forwarding requests that exceed your purchased limits. You agree to pay the fees that we post to your account related to any Regular Documents which we receive on your company’s behalf in excess of your purchased service limit. This includes any fees posted in relation to requests to forward physical documents.
While we strive to process your Regular Documents as quickly as possible, you agree that we are not liable for any missed deadlines, time limits or other time sensitive Regular Documents we may receive, regardless if such Regular Documents are within your purchased service limit or not.
Service Providers. There’s a lot of logistics involved with registered agent services and sometimes we utilize professionals like couriers, attorneys and other third-parties to fulfill our registered agent duties. This item is to make sure you understand and agree that these service providers may assist us in providing you with registered agent services.
Electronic Records and Signatures. We’re a brick and mortar as well as a digital company and sometimes we need your electronic or hard copy signature, so Our failure to enforce a provision of these Terms is not a waiver of our right to do so at a later date. If a provision of these Terms is found to be unenforceable, the remaining provisions of the Terms will remain in full force and effect. We may need to file documents on your behalf so you consent to us affixing your electronic or hard copy signature in order to file documents on your behalf.
We Require Current and Accurate Information. Because of various state requirements and statutes, we do need accurate information concerning the filings we perform on your behalf. We don’t sell your information and we keep all information that is not required on public documents private. However, you agree that you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of your information. You also agree that the accuracy of filings which we make on your behalf depends on the information you provide and you agree to promptly notify us when any of your information changes.
Termination of Services
Registered Agent Services Termination.
We can terminate service. We may terminate your registered agent Service at any time. Reasons for termination may include, but are not limited to: a) you fail to provide accurate, complete and current information for your account; b) we’re unable to locate you after reasonable efforts are made; c) you fail to pay for your Service; or d) suspected illegal activity.
You can terminate our service. You may terminate or cancel your Service anytime by emailing us at team@cbrcenters.com. All request for termination will be based on the date of request and the date of approval for termination. Registered agent services are removed from business formation within 30 days of approval.
We do not offer partial refunds. As with the nature of our services, we strive to provide high-speed filing services. This means that once the filing has been submitted, we hold no obligation to retracting, reducing our canceling of the service process. Any service requiring a state fee will not be refunded, as this fee is paid to the state on your business’s behalf and must abide by the policies of the state.
How we handle Legal Documents after we are no longer your registered agent. Once we are no longer your registered agent, if we receive further Legal Documents on your behalf, we will send an email notice to the last known email address that we have on file for you. If you want to view a Legal Document, you will need to renew your service with us, pay any fees incurred prior to cancellation or pay a per document fee in order to view the Legal Document. Once you take one of these actions, we will make the Legal Document available to you.
You Waive and Release any Claims and Agree to Hold Us Harmless and Indemnify Us. This clause is simply outlining that after your service is canceled or terminated, we aren’t responsible for forwarding you documents of any kind. After your service is terminated, you waive and release us from any obligation to forward or re-mail documents that are received. Additionally, you specifically agree that we have no obligation to forward or re-mail any documents to you except as outlined in these Terms. You further agree to hold us and our affiliates harmless from any third party claim arising out of a delay or failure of you to receive Legal Documents after your registered agent Service has been terminated.
Termination of Services that Are Not Registered Agent Services
As with Registered Agent services, the termination services of other products are as follows:
We can terminate services. We may terminate a Service or Services at any time. Reasons for termination may include, but are not limited to: your failure to provide accurate, complete and current information for your account; the inability to locate you after reasonable efforts are made; your failure to pay for your Services; suspected illegal activity; and any other lawful reason.
You can terminate our service. You may terminate or cancel your Service anytime by emailing us at team@cbrcenters.com. All request for termination will be based on the date of request and the date of approval for termination.
We do not offer partial refunds. As with the nature of our services, we strive to provide high-speed filing services. This means that once the filing has been submitted, we hold no obligation to retracting, reducing our canceling of the service process. Any service requiring a state fee will not be refunded, as this fee is paid to the state on your business’s behalf and must abide by the policies of the state.
How to Terminate or Cancel a Service
To end a service with us and no longer receive invoices, you are required to email us at team@cbrcenters.com with your request, account info and transaction number.
Cancellation can be requested at any time. There are no fees to cancel, but upon cancellation of services, you may be required to pay any past-due balances related to such services, unless otherwise specified in this agreement.
Auto-Pay Billing
Some of our Services are billed via an automatic payment feature unless you choose to opt out of this feature by contacting us directly at 419-359-0993, by email at team@cbrcenters.com or by mail to: Community Business Resource Center 3077 W. Elm St. Suite A, Lima, Ohio 45805. Clients who opt-out will be invoiced for payment. All accounts using auto-payment must provide us with valid and current credit card information and you agree that we are authorized to charge such credit card for all purchased Services as well as fees incurred in providing you with Services.
Specifics Regarding Auto-Pay Features:
All auto-payments will be charged to the credit or debit card on file for the business entity or individual.
All auto-payment services must be canceled at least three (3) days before the next charge date to avoid paying for the next month of Services, or year of annual Service. All cancellations must be handled through your online account.
Annual auto-pay charges that fail to process will be rendered an unpaid invoice in your online account and subject to the fees and procedures outlined in these Terms.
Monthly subscription or auto-pay charges that fail to process will result in the cancellation of all applicable Services and features.
Declined Payments/Collections
The Community Business Resource Center will do our best to handle non-payment transactions within a reasonable time frame. We do understand some things may be an oversight, however, when further action must be used, this section addresses how we handle declined payments and collections, and outlines what you’re agreeing to as our client.
If you’re enrolled in an autopay service, we’ll charge whatever payment methods are stored in your online account. If all methods fail or there is not a valid method saved, we may suspend your account and require payment in order to reinstate services or in order to cancel your services. While we personally find the idea of collections revolting, we reserve our right to use legal action and collection agencies if deemed necessary.
Understanding our rights to collect for Non-Payment
If we don’t receive payment (“Non-Payment”), you agree to pay all amounts due upon demand to resume or cancel your Service. Following any such Non-Payment, you also authorize the Company to charge any and all outstanding fees and penalties due that may result from such Non-Payment.
You agree that you are liable for all third-party collection agency recovery fees and charges. You are solely responsible for any and all fees charged to your credit card by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds, and over the credit limit fees. By failing to notify the Company of billing problems or discrepancies you agree that you waive your right to dispute such billing discrepancies. We may modify the price, content, or nature of any of our services, at any time. We may provide notice of any such changes by email, notice to you upon log-in, or by publishing them on our website.
Disputes and How To Settle Them
One Year Time Limitation to Start a Dispute. You agree that any action or proceeding by you relating to any dispute must commence within one year after the alleged cause of action accrues.
Dispute Resolution by Binding Arbitration and Class Action Waiver. Although we strive to provide the most accurate, efficient and satisfactory services to customers and clients, we know that things may not go as planned. If you have any problems or disagree with your service please Call us at 419-359-0993. You can also email us at team@cbrcenters.com. We value our clients and seriously try hard to provide amazing customer service.
All that said, in the unlikely event that we are unable to resolve your complaint to your satisfaction, we each agree to resolve those disputes through binding arbitration under the auspices of JAMS Alternative Dispute Resolution (“JAMS”). JAMS will administer any such arbitration under its Comprehensive Arbitration Rules. If the amount of the claims and counterclaims are less than Two Hundred and Fifty Thousand Dollars ($250,000.00), then the JAMS Streamlined Arbitration Rules and Procedures will be used. You agree that any arbitration pursuant to these Terms will be on an individual basis, and that you will not bring a claim as a plaintiff or class member in a class, consolidated, or representative action. You further agree that class arbitrations, class actions and consolidation with other arbitrations will not be allowed. All disputes and claims between us will be heard by a single arbitrator.
We Are Not Attorneys, Accountants, CPAs or Fiduciaries
We provide information and act as what’s known as a fulfillment service provider. That means we fulfill service orders that includes business filings and registered agent service. But we are not a law firm or an attorney and do not provide legal advice. As we are not attorneys, there is no attorney-client relationship between us and the communications between us are not protected as attorney-client communications. Use of our services as a fulfillment service provider shall NOT create any fiduciary duty or obligations, either implied or express, by any agent, affiliate or employee of the company.
Indemnification
You agree to protect, defend, indemnify and hold us harmless from and against any and all claims, causes of action, liabilities, judgments, penalties, losses, costs, damages and expenses (including attorneys’ fees and all related costs and expenses for litigation and/or arbitration) suffered or incurred by us, including, without limitation, any claim arising from:
Any actual or alleged breach of your obligations under these Terms or the terms contained in our Privacy Policy;
Your wrongful or improper use of the Services;
Your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights;
Your violation of any law, rule or regulation of the United States or any other country;
Any other party’s access and/or use of the Services with your unique name, password or other security code;
Any copyright infringement claims that may arise from us scanning Legal Documents or other mail on your behalf;
The failure of any third party, including but not limited to the United States Postal Service or any commercial delivery or courier service, to provide delivery or courier services accurately and on time;
Any loss, damage or destruction of your Legal Documents by any cause whatsoever;
Our being named as a defendant in an action based on our status as your registered agent;
Any claims or action brought against us relating to your failure to maintain updated information on any of our websites.
Intellectual Property Rights & Ownership
It’d be weird if you thought using our services granted you any rights to our Intellectual Property, but just so it’s clear, we own all right, title and interest, in and to all Intellectual Property Rights in the services and website, and none of it is yours, nor do these terms of service grant you any rights to our Intellectual Property. For purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, service mark rights, goodwill, trade secret rights, and any other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction. That’s all ours…not yours.
We do, however, desire client feedback to help improve our services, but if you submit an idea, and we implement it, you’re not entitled to any compensation of any kind. So please submit comments or ideas about our services, but know that by submitting any idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
Disclaimer of Warranties & Limitation of Liability
DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT ALLOWED BY LAW, YOUR USE OF THIS SITE AND OUR SERVICES ARE PROVIDED “AS-IS” WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE LEGAL THEORY, OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO YOUR USE OF THIS WEBSITE AND OUR SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT YOU PAID TO US FOR SERVICES DURING THE TWELVE MONTH PERIOD PRECEDING THE DATE OF YOUR CLAIM.
Waiver, Severability, and Assignment of Rights
These Terms and the terms of our Privacy Policy constitute the entire agreement between you and us with respect to our services and website.
Our failure to enforce a provision of these Terms is not a waiver of our right to do so at a later date. If a provision of these Terms is found to be unenforceable, the remaining provisions of the Terms will remain in full force and effect.
Assignment
This outlines how if, for example, you were to sell your business, you could assign the rights and obligations of this agreement to the person or entity you sold your business to. We just need prior written notice. Likewise if we sold our company our rights and obligations would transfer to the buyer, and it’d be their responsibility to uphold the Terms.
In legal terms, assignment reads like this:
You may assign your rights and obligations under these Terms provided we receive prior written notice of, and approve of, such assignment. We will not unreasonably withhold our approval. We may assign our rights or obligations to any successor in interest of any business associated with the Services.
acts of gods
In the case of extraordinary circumstances that are out of our control like famine, disease, the apocalypse and other acts of God or Gods.
We shall not be considered to be in breach or default of these Terms, and shall not be liable for any cessation, interruption, or delay in the performance of our Services or other obligations by reason of earthquake, flood, fire, storm, lightning, drought, landslide, hurricane, cyclone, typhoon, tornado, natural disaster, act of God or of the public enemy, epidemic, famine or plague, action of a court or public authority, change in law, explosion, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar even that is beyond our reasonable control, whether foreseen or unforeseen. If a Force Majeure Event continues for more than sixty days in the aggregate, we may immediately terminate our Services and shall have no liability for, or as a result of, any such termination.