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TERMS AND CONDITIONS

Our responsibility as your registered agent

In accordance with Delaware law, as your company’s registered agent we shall, in accordance with Delaware Law:

  • Accept service of process and other communications directed to the companies and foreign companies for which it serves as registered agent and forward same to the company or foreign company to which the service or communication is directed; and
  • Forward to the companies and foreign companies for which it serves as registered agent the statement for the annual tax or an electronic notification of same in a form satisfactory to the Secretary of State.

Unless you have made prior arrangements with Delaware Corporate Agents, Inc., we will not accept commercial mail or packages directed to you at our address. We will not under any circumstances accept telephone or other electronic communications directed to you at our address.

Until such time as you dissolve or terminate your company, we remain of record with the Secretary of State the registered agent for your company and our annual registered agent fee will continue to be due and payable. The fact that you have closed your business or that you are out of business does not change our obligations to the State of Delaware to comply with the above quoted code provisions. When and if you decide to close your business you must contact us and we will assist you in filing the appropriate documents with the State of Delaware to dissolve or terminate your company.

By designating Delaware Corporate Agents, Inc., as your registered agent or by authorizing us to form your company you are deemed to have agreed to the above terms without modification. If you do not agree to these terms you may not either designate Delaware Corporate Agents, Inc., as your company’s registered agent or agree to our forming a Delaware company on your behalf.

AGREEMENT

This is a binding legal agreement between you and Delaware Corporate Agents, Inc.. Your use of this Website and/or your acceptance without modification of the terms, conditions, and disclaimers contained in these Terms of Use constitutes your agreement to all such terms, conditions, and disclaimers. If you do not agree with these terms then you are not authorized to purchase and use the information listed for sale.

OUR AIMS

Our Service is intended to bring to you documents and services in a price competitive way. As indicated elsewhere in this Terms of Use Statement, the legal information and legal documents available from this website are not a substitute for the legal advice of an attorney who is a member of the bar of the state where you live. While every precaution has been taken in compiling the documents or designing the services, neither Delaware Corporate Agents, Inc., nor any contributors to the materials can be held responsible for any action (or the lack thereof) taken by any person or organization, wherever they shall be based, as a result, direct or otherwise, of information contained in or accessed through the sample documents purchased.

ANYONE USING THE DOCUMENTS, SERVICES OR OTHER MATERIAL, IF ANY, IS RECOMMENDED TO SEEK SPECIFIC ADVICE FROM AN ATTORNEY WHO IS A MEMBER OF THE BAR IN THE STATE IN WHICH YOU ARE RESIDENT BEFORE DEALING WITH ANY SITUATION WHICH MAY BE COVERED BY ANY INFORMATION CONTAINED IN ANY PART OF THE SITE, ORDERING ANY SERVICE OR BEFORE EMBARKING ON ANY COURSE OF ACTION.

Title and Ownership; No Commercial use limitation; terms of license.

(a) No transfer of title. The Website and Documents, and copies of Documents or the Website downloaded by you are licensed to you as provided for in this Terms and Conditions of Use; Delaware Corporate Agents, Inc. does not transfer to you title to any tangible copy, or original, of the Documents or any part of the Website.

(b) License: Upon payment of applicable fees in respect of a Document, you are authorized to: (i) make use of the Document for your own personal use, or for the personal use of your immediate family members.

"Personal use" means that the Document or Website may NOT be copied or used more than one time in any respect. You may not use the Website or the Documents for any other purpose, and all other rights to the Documents and Website are specifically reserved. You may not remove the copyright notice and any terms of license from any part of the Website, or use the Documents for any commercial purpose whatsoever.

Ownership and copyright in the Website belong solely to Delaware Corporate Agents, Inc.. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from this Website.

DISCLAIMER RELATING TO THE DOCUMENTS AND SERVICES

Limitation of liability in respect of the Documents and Services:

Delaware Corporate Agents, Inc. has included within this Agreement a disclaimer in respect of its liability in respect of the documents and services. Please read it carefully as the following are the terms upon which Delaware Corporate Agents, Inc. provides Documents and Services to you.

PLEASE READ THIS IMPORTANT NOTICE WHICH AFFECTS YOUR RIGHTS

IF YOU USE ANY DOCUMENT IN THE SERVICE, IT WILL BE ON THE TERMS WHICH ARE STATED IN THIS DISCLAIMER.

DOCUMENTS AND SERVICES AVAILABLE ON THIS SITE, IN THE MAJORITY OF CASES WILL HAVE TO BE TAILORED TO SUIT YOUR PARTICULAR CIRCUMSTANCES. THEREFORE THE BASIS ON WHICH YOU PURCHASE OR MAKE USE OF ANY DOCUMENT OR ORDER ANY SERVICES IS THAT THE DOCUMENT OR SERVICE IS SUITABLE TO BE USED BY YOU IN CONJUNCTION WITH PROPER ADVICE AS TO ITS APPLICATION AND ADAPTATION FOR YOUR PARTICULAR REQUIREMENTS. THE DOCUMENTS AND SERVICES ARE NOT MADE AVAILABLE TO YOU ON ANY OTHER BASIS. DELAWARE CORPORATE AGENTS, INC. DOES NOT TAKE RESPONSIBILITY FOR, AND YOU AGREE THAT DELAWARE CORPORATE AGENTS, INC. IS NOT LIABLE FOR, LEGAL ADVICE PROVIDED BY ANY PERSON, WHETHER OR NOT SUCH PERSON WAS A REFERRAL FROM DELAWARE CORPORATE AGENTS, INC.. ADVICE YOU RECEIVE FROM A LAWYER IS THE RESPONSIBILITY OF THE ATTORNEY OR OTHER PERSON ADVISING YOU. DELAWARE CORPORATE AGENTS, INC. WILL NOT HAVE ANY RESPONSIBILITY AT ALL FOR ANY ALTERATIONS THAT MAY BE MADE TO ANY DOCUMENT AFTER IT HAS BEEN PROVIDED TO YOU. PLEASE NOTE ALSO THAT ANY RESPONSIBILITY THAT DELAWARE CORPORATE AGENTS, INC. MAY HAVE TO YOU WILL NOT EXTEND TO ANY OF THE FOLLOWING: LOSS OR DAMAGE WHICH WE CANNOT REASONABLY FORESEE MAY HAPPEN; OR, LOSS OR DAMAGE WHICH CONSISTS OF OR INCLUDES ANY WASTED EXPENDITURE, INDIRECT LOSS, LOSS OF PROFITS OR ANTICIPATED PROFITS OR GAINS OF ANY DESCRIPTION OR LOSS OF BUSINESS. IF A COURT OR ANY OTHER BODY HAVING THE POWER TO RULE ON DISPUTES DECIDES THAT ANY PART OF THIS DISCLAIMER IS NOT REASONABLE OR CANNOT BE ENFORCED FOR ANY REASON, THIS WILL NOT AFFECT THE VALIDITY OF THE OTHER PARTS OF THIS DISCLAIMER WHICH WILL CONTINUE TO BE IN FULL FORCE AND EFFECT.

NO UNLAWFUL OR PROHIBITED USE As a condition of your use of this Website or company formation, you warrant to us that you will not use this Website for any purpose that is unlawful purpose or any purpose which is prohibited by these terms, conditions, and notices.

Hyperlinks

This Website may contain hyperlinks to websites operated by third parties. Such hyperlinks, if any, are provided for your reference only. We do not control such websites and we can not be responsible for their contents. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites.

General warranty and liability disclaimer; limitation of liability.

(a) LIABILITY DISCLAIMER. The information, software, products, documents and services included on this Web Site may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Delaware Corporate Agents, Inc. and/or its respective suppliers may make improvements and/or changes in this Web Site at any time. Advice received via this Web Site should not be relied upon for personal, legal or financial decisions and you should consult an appropriate professional for specific advice tailored to your situation. DELAWARE CORPORATE AGENTS, INC. AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND TELEPHONE SUPPORT SERVICES CONTAINED ON THIS WEB SITE OR PROVIDED BY DELAWARE CORPORATE AGENTS, INC., OR ANY EMPLOYEE, FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND TELEPHONE SUPPORT SERVICES CONTAINED ON THIS WEB SITE OR PROVIDED BY DELAWARE CORPORATE AGENTS, INC., OR ANY EMPLOYEE, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. DELAWARE CORPORATE AGENTS, INC. AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND TELEPHONE SUPPORT SERVICES CONTAINED ON THIS WEB SITE OR PROVIDED BY DELAWARE CORPORATE AGENTS, INC., OR ANY EMPLOYEE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL DELAWARE CORPORATE AGENTS, INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THIS WEB SITE, WITH THE DELAY OR INABILITY TO USE THIS WEB SITE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND TELEPHONE SUPPORT SERVICES CONTAINED ON THIS WEB SITE OR PROVIDED BY DELAWARE CORPORATE AGENTS, INC., OR ANY EMPLOYEE, OBTAINED THROUGH THIS WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS WEB SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF DELAWARE CORPORATE AGENTS, INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEB SITE.

(b) Liability. In no event will DELAWARE CORPORATE AGENTS, INC. be liable for any indirect, incidental, special or consequential damages arising out of or in any way connected with the use of the Documents, this Website or the telephone support service whether based in contract, tort, strict liability or otherwise. The liability of DELAWARE CORPORATE AGENTS, INC. for direct loss arising out of the use of the Documents, Services, this Website, and the telephone support service whether based in contract, tort, strict liability or otherwise is limited to the total amount paid, if any, by you to DELAWARE CORPORATE AGENTS, INC.

Modifications

We reserve the right to change any terms, conditions, and disclaimers under which this Website or any service offered through it are offered. This right will not affect the existing terms and conditions accepted by you upon making a legitimate purchase using this Website.

Statutory rights

These Terms will not affect your statutory rights as a consumer.

Non transferability

Your right to use the Website and the Documents is not transferable without the specific written consent of DELAWARE CORPORATE AGENTS, INC.

Access codes and passwords; No hacking

When you select DELAWARE CORPORATE AGENTS, INC., as your company’s registered agent in Delaware you may be provided a password or other access code to make use of portions of the site that are not generally available to the public. You agree that these passwords and access rights are owned by DELAWARE CORPORATE AGENTS, INC. and that you will not disclose these passwords or access codes to anyone or by any means, and that you will maintain such access codes and passwords securely so that no other person may gain access to such codes.

Representation of true intent

You represent that you are using the Website, Documents and Services under your own name, and not under a pseudonym, fictitious name or under an alias or similar false name, and that all information you have provided about yourself and/or your company to DELAWARE CORPORATE AGENTS, INC. is true and accurate and not falsified.

Disclosure of information; Security

Unless provided otherwise in the DELAWARE CORPORATE AGENTS, INC. privacy policy, DELAWARE CORPORATE AGENTS, INC. will not provide any personally identifying information to any third party without your consent (which consent may be obtained electronically via e-mail or form fill in on the Website); provided however that you are advised that in the event DELAWARE CORPORATE AGENTS, INC. determines in its reasonable discretion that disclosure of personal identifying information is necessary to comply with any law, rule order, subpoena, civil investigative request or demand, discovery request or any other legal requirement, DELAWARE CORPORATE AGENTS, INC. may disclose your personally identifying information to comply with such request, and it may be disclosed without notice to you. DELAWARE CORPORATE AGENTS, INC. agrees to take reasonable efforts to protect your personally identifying information in the event of such disclosure, provided however, that you agree that DELAWARE CORPORATE AGENTS, INC. shall not be liable to you for any claim by you that DELAWARE CORPORATE AGENTS, INC. failed to exercise reasonable care in protecting your personally identifying information. You also acknowledge that, despite efforts of DELAWARE CORPORATE AGENTS, INC. to maintain your information secure, the internet is inhabited by many criminal and otherwise malicious persons who may attempt to crack into DELAWARE CORPORATE AGENTS, INC.’s computer systems, and that despite DELAWARE CORPORATE AGENTS, INC.'s efforts, such person's may be able to obtain copies of your personally identifying information. You agree that DELAWARE CORPORATE AGENTS, INC. is not responsible to you for any inadvertent disclosure or unauthorized access by any third party of your personally identifying information.

General

These Terms are governed by the laws of the State of Delaware. You hereby consent to the exclusive jurisdiction of the courts of the State of Delaware in all disputes arising out of or relating to the use of this Website and purchased documents, services or other materials if any. Use of this Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation this clause. If any part of these Terms or Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use will continue in effect. These Terms of Use constitute the entire agreement between us with respect to this Website and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written. A printed version of these terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If you sue Delaware Corporate Agents, Inc., or any of its officers, directors, shareholders, agents or employees, you agree that the only place where you may bring such suit is in a state or federal court sitting in Wilmington, Delaware and no other place or jurisdiction in the United States or in the world. If you bring such a suit in any other place or jurisdiction, you agree that we may have the suit dismissed, and recover from you our reasonable attorney fees, costs and expenses, including our travel expenses, by providing the Court with a copy of this page. Placing an order with DELAWARE CORPORATE AGENTS, INC., constitutes your agreement to be bound by the terms of this page.

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