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Terms of Service

1. PLATFORM AND SUPPORT.

  • 1.1 We are Entity Keeper, LLC (“EK”, “we,” “us”) and we operate the website www.entitykeeper.com, which provides access to the Entity Keeper Platform (“Platform”), as well as other related content, products and services (collectively, the “Services”) that are governed by these Terms of Service (“Legal Terms”).
  • 1.2 These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“Client”, “you”) and EK, concerning your access to and use of the Platform and Services. You agree by accessing the Platform and Services you have read and agree to be bound by these Legal Terms and our Privacy Policy (https://www.entitykeeper.com/privacy-policy/), as each may be amended from time to time. If you do not agree, please discontinue using the Services immediately.
  • 1.3 Subject to these Legal Terms, EK grants Client a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable right to use the Services, during the term of Client’s Platform subscription (“Term”) for Client’s internal business purposes only.
  • 1.4 Subject to these Legal Terms, EK will provide Client with reasonable technical support services during normal business hours (Monday-Friday from 9am-5pm ET) by emailing support@entitykeeper.com or reaching out to Client’s EK Primary Contact.

2. CLIENT DATA AND CLIENT RESPONSIBILITIES.

  • 2.1 Client Data. Client shall own all right, title and interest in and to all data provided by Client (“Client Data”). Client grants EK a worldwide, royalty-free, non-exclusive, perpetual license to access and use Client Data to provide the Services to Client and to monitor and improve the Services during the Term. Without limiting the foregoing, in addition to any other rights to use Client Data pursuant to these Legal Terms, EK may use Client Data (1) for its internal business purposes, including to improve, administer and deliver the Services, and (b) to create aggregate and anonymous data, which EK shall own and is permitted to use for any purpose.
  • 2.2 Data Requirements. Client is responsible for ensuring that Client Data does not violate any applicable law (including any consent required under applicable data privacy laws) or infringe the rights of any third parties. While EK will not verify the Client Data or EK’s right to use the Client Data, pursuant to these Legal Terms EK retains the right to return to Client or delete or destroy any Client Data that violates these Legal Terms or is otherwise objectionable or inappropriate, as determined by EK in its sole discretion. Client agrees and acknowledges that it will not provide to EK any medical or healthcare data. Client shall be responsible for updating or correcting errors in any Client Data.
  • 2.3 Restrictions and Responsibilities.
  • 2.3.A Client will not, directly or indirectly:
  • 1. reverse engineer, crawl, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any software, documentation or data related to the Platform (“Software”);
  • 2. remove, erase, obscure or tamper with any copyright or any other product identification or proprietary rights notices, seal or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Software; or fail to preserve all copyright and other proprietary notices in all copies Company makes of the Software;
  • 3. modify, translate, or create derivative works based on the Platform or any Software (except to the extent expressly permitted by EK or authorized herein);
  • 4. use the Platform or any Software for timesharing or service bureau purposes;
  • 5. sell, market, license, sublicense, distribute or otherwise grant to any person or entity any right to use the Software except to the extent expressly permitted in this Agreement; or use the Software to provide, alone or in combination with any other product or service, any product or service to any person or entity, whether on a fee basis or otherwise;
  • 6. seek to obtain intellectual property protection on the Platform or Software, or any part thereof; or remove any proprietary notices or labels;
  • 7. engage in behavior that will put Client’s personal information at unnecessary risk, such as leaving, transmitting, or publishing its LoginID or passwords;
  • 8. use the Platform or any Services for illegal purposes or in manner that violates any applicable data privacy laws or regulations;
  • 9. use the Platform or Services to file or transmit anything that is unlawful, libelous, intended to harass or violate the rights of another;
  • 10. resell or make any commercial use of the Platform or Services, as the Platform and Services are intended solely for your use as an end user;
  • 11. use any robot, spider, web crawler, scraper, deep link or similar automated extraction or data gathering mechanism, program or tool to access, copy or monitor our Platform or any portion thereof;
  • 12. post or transmit any file or email which contains viruses, worms, Trojan horses or any other damaging or destructive elements; or
  • 13. create/register accounts with the Platform or otherwise access the Platform through unauthorized means, including, but not limited to, by using an automated device, script, bot, spider, crawler, scraper or through any interface not provided by us.
  • 2.3.B Client is responsible for all activity related to Client’s account, including but not limited to, actions of Client’s employees, owners, officers, directors, contractors, subsidiaries, vendors, and third-party agents. If you become aware of any suspicious activity or unauthorized use of your Client account, you must notify EK immediately. EK shall not be liable for any loss or damage caused by Client’s failure to notify EK in a timely manner.
  • 2.3.C Client may not remove or export from the United States or allow the export or re-export of the Platform, Services, Software, or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Legal Terms and will be prohibited except to the extent expressly permitted by these Legal Terms.
  • 2.3.D Although EK has no obligation to monitor Client’s use of the Services, EK may do so and may prohibit any use of Services it believes may be in violation of these Legal Terms.
  • 2.3.E Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers internet service providers, and the like (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client’s account or the Equipment. For the avoidance of doubt, EK shall not have any liability or responsibility to the extent Client is unable to access or use the Services as a result of any failure, degradation, non-performance, or other issue relating to Client’s Equipment.
  • 2.3.F Use of the Platform may be available through a compatible mobile device and you may be required to download our mobile application. Users of the mobile application will be governed by these Legal Terms and any additional terms provided to you at the time you download the mobile application. You agree that you are solely responsible for these requirements, including any applicable equipment, changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER OF THE TELECOMMUNICATION SERVICES AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OR INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
  • 2.3.G Client is responsible for maintaining accurate and up-to-date notice contact information, authorized user information, and any other information required in connection with the provision of Services.
  • 2.4 Client Data From Third Parties or Third Party Sites. Upon Client’s written request to retrieve information for the Services from third parties or third-party sites, Client expressly authorizes and direct us, on your behalf, to electronically retrieve such Client Data maintained by third party sites with which you have a legally binding customer relationship. Subject to our privacy procedures as set forth in the Privacy Policy, we may work with one or more third party providers to access and retrieve your Client Data. We do not review the Client Data for accuracy, legality, or non-infringement. We are not responsible for and cannot guarantee the accuracy or timeliness of the Client Data that we retrieve on your behalf directly from third parties at your request. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalized settings, or other service interruptions. We assume no responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store any user data, communications, or personalized settings.
  • 2.4.A Acting as Your Authorized Agent. FOR PURPOSES OF PROVIDING THE SERVICES,S AND SOLELY TO OBTAIN CLIENT DATA FOR YOU AT YOUR REQUEST FROM A THIRD PARTY OR THIRD PARTY SITE, YOU GRANT US A LIMITED POWER OF ATTORNEY, AND APPOINT US AS YOUR ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER OF SUBSTITUTION AND RE-SUBSTITUTION, FOR YOU AND IN YOUR NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO ACCESS THIRD PARTY SITES, SERVERS OR DOCUMENTS, RETRIEVE INFORMATION AND USE YOUR INFORMATION WITH THE FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN CONNECTION WITH SUCH ACTIVITIES, AS FULLY TO ALL INTENTS AND PURPOSES AS YOU COULD DO IN PERSON. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE ARE ACCESSING AND RETRIEVING YOUR CLIENT DATA FROM THIRD PARTY SITES AT YOUR DIRECTION, WE ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF ANY THIRD PARTY. YOU AGREE THAT THIRD PARTY ACCOUNT PROVIDERS SHALL BE ENTITLED TO RELY ON THE FOREGOING AUTHORIZATION, AGENCY AND POWER OF ATTORNEY GRANTED BY YOU.
  • 2.5 Third Party Services and Providers. Client acknowledges and agrees that EK works with certain third-party service providers (collectively, “Third-Party Providers”) of our choice to provide some or all the Services. You acknowledge and agree that any such Third-Party Providers may provide Services to you. If any use of the Services results in you leaving our Platform and entering the site of a third-party provider, then you will be subject to the terms of service or use and privacy policy of such third-party provider, so please review such terms carefully

3. Payment of Fees.

  • 3.1 Client will pay EK the then applicable fees described during the checkout of the EK Platform (“EK Platform Purchase”) or EK Order Form and any other fees required under these Legal Terms (“Fees”). If Client’s use of the Platform exceeds the entity threshold set forth on the EK Platform Purchase or EK Order Form, Client will be contacted to upgrade to the next Service Plan and Client agrees to pay the additional fees in accordance with the payment provisions herein, commencing on the next monthly payment date. All Fees shall be paid in U.S. Dollars and are nonrefundable. All Fees are exclusive of applicable taxes, and Client shall be responsible for all taxes, including but not limited to, sales and use, excise, state and local privilege tax and VAT (but excluding U.S. taxes based on EK’s net income). EK reserves the right to change the Fees or applicable charges and to institute new Fees or charges, at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior written notice to Client (which may be sent by email).
  • 3.1.A Any Fee amounts not received by the tenth (10th) day from the due date are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including but not limited to reasonable attorney’s fees, and may result in immediate termination or suspension of access to the Platform and Services at EK’s sole discretion.
  • 3.1.B If Client believes that EK has billed Client incorrectly, Client must contact EK in writing no later than sixty (60) days after the billing statement in which the error or problem appeared to receive an adjustment or credit. If you do not contact EK within the required sixty (60) days, Client agrees that it waives its right to dispute such problems or discrepancies.
  • 3.1.C Any payment you make by credit card will not be effective until the payment is processed. All credit card payments you make to us will be processed by third-party vendors. We do not control how quickly or accurately any third-party vendor processes any payment that you make. By making payment for Services by credit card, you expressly assume all risk that the third-party vendor may make an error in processing a payment you make or handling information you provide. We do not have access to or control over security reviews that any third-party vendor conducts for payments that you make, any access to information regarding any payment you make that a third-party vendor declines, or any access to any of your credit card data. In addition to not having access to any of your credit card data, we do not store any of your credit card data.
  • 3.1.D If EK collects Fees on behalf of a vendor, then such vendor shall be an express third-party beneficiary of this Section 3.
  • 3.2. Platform Billing
  • 3.2.A Monthly Billing. For Clients on a monthly billing schedule, the Monthly Platform Fee is payable on the day Client opts into service and on that day of each calendar month thereafter throughout the Term. In addition to the Monthly Platform Fee, Client will be charged an onboarding fee equal to 2x the Monthly Platform Fee. 50% of the Onboarding Fee will be invoiced thirty (30) days from the date Client opts into the service. If Client is not fully onboarded within thirty (30) days, then Client will be invoiced the remaining 50% of the Onboarding Fee sixty (60) days from the date Client opts into the service. If Client is fully onboarded within the first thirty days, the second Onboarding Fee installment shall be waived.
  • 3.2.B Annual Billing. For Clients on an annual billing schedule, the Annual Platform Fee is payable on the day Client opts into service and on that day of each calendar year thereafter throughout the Term. In addition to the Annual Platform Fee, Client will be charged an Onboarding Fee equal to 1/6 of the Annual Platform Fee. 50% of the Onboarding Fee will be invoiced thirty (30) days from the date Client opts into the service. If Client is not fully onboarded within thirty (30) days, then Client will be invoiced the remaining 50% of the Onboarding Fee sixty (60) days from the date Client opts into the service. If Client is fully onboarded within the first thirty days, the second Onboarding Fee installment shall be waived.
  • 3.2.C EK Corporate Services Billing. For Clients using EK Corporate Services, an invoice will be sent to Client for each order placed through Client’s account. Client is responsible for all costs and fees incurred in connection with Corporate Service orders placed through Client’s account.
  • 3.2.D Additional Services Billing. During the Term, Client may engage EK to provide additional services, products or analysis as may be agreed upon by the parties in writing, which may be billed separately as agreed upon by Client and EK.

4. PROPRIETARY RIGHTS.

  • 4.1 EK shall own and retain all right, title and interest in and to (a) the Platform, Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, templates, methodologies, or other technology developed in connection with Client support services or beta testing, and (c) all intellectual property rights relating to any of the foregoing. To the extent Client now or hereinafter acquires any right, title or interest in the foregoing, Client hereby assigns all such right, title and interest to EK. Except for the license rights expressly granted to Client herein, no other rights in or to the Platform, Services Software, or any other intellectual property of EK are granted to Client herein.
  • 4.2 Notwithstanding anything to the contrary, EK shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Platform, Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and EK will be free to (I) use such information and data to improve and enhance the Platform, Services and for other internal development, diagnostic and corrective purposes in connection with the Platform or Services.

5. CONFIDENTIALITY.

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party).  Confidential Information of EK includes, but is not limited to, non-public information regarding features, functionality and performance of the Platform, Services and Software.  Confidential Information of Client includes non-public data provided by Client to EK to enable Client’s use of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in providing the Platform or Services, or as otherwise permitted in this Agreement) or divulge to any third person any such Confidential Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public (through no actions of Receiving Party), or (b) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party as evidenced by contemporaneous written records. Notwithstanding the restrictions in Section 5, if the Receiving Party is required to disclose any of the Disclosing Party’s Confidential Information by law, such as in response to a subpoena or requirement of any regulator, court, arbitral, administrative, or legislative body, the Receiving Party must:  where reasonably possible and permitted, immediately provide written notice to the Disclosing Party of the required disclosure to give the Disclosing Party an opportunity to move for a protective order or otherwise prevent the disclosure; disclose only the minimum amount of Confidential Information required to satisfy the legal obligation; and assert and take proper steps with the body requiring disclosure to maintain the confidentiality of the Confidential Information to be disclosed.

6. TERM AND TERMINATION.

  • 6.1 The Term and renewals are as set forth in the EK Platform Purchase or EK Client Order Form. These Legal Terms will continue to apply until the Platform subscription or Services are terminated by either party. In addition, all sections of these Legal Terms which by their nature should survive termination, will survive termination, including, without limitation, accrued rights to payment, ownership, proprietary rights, confidentiality, indemnity, warranty disclaimers and limitation of liability.
  • 6.2 Either party may terminate the EK Platform subscription or provision of Services if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following written notice of the breach (or without notice in the case of nonpayment). Any notice of termination must be in writing.
  • 6.3 Upon termination (i) Client shall pay all outstanding Fees through the end of the current Term (or if Client terminates due to a material breach by EK, through the date of termination), (ii) upon request, EK will return all Client Data to Client, at Client’s expense, or erase or otherwise destroy all Client Data if so directed by Client (with the exception of (1) automatically generated computer back-up or archival copies generated in the ordinary course of EK business, provided that such information shall remain subject to the confidentiality provisions herein until such information is automatically destroyed and (2) Client Data that has been aggregated, anonymized, or usage data collected by EK as permitted by these Legal Terms), and (iii) Client’s right to use the Platform will terminate.
  • 6.4 Registered Agent Termination. Generally, the appointment and maintenance of a registered agent is required by statute. As long as EK or its contracted party is listed on public records as your registered agent, we are considered to be providing the Service. To cancel your registered agent service, prior to the due date of your invoice, you must provide evidence to EK that you have (a) changed your registered agent with the state, (b) dissolved or withdrawn your business, or (c) that we are not listed on public records for some other reason. If you wish to cancel after the due date of an invoice, you must provide evidence that our information is not listed on state records, and you may be subject to paying prorated fees and any outstanding invoices. Notwithstanding the foregoing, EK or its contracted party reserves the right to resign, with proper notice as required by law, as your registered agent resulting from (i) Client’s failure to provide accurate, complete and current information as requested or required by your registered agent; (ii) Client’s failure to pay outstanding Fees; (iii) reasonable suspicion of illegal activity; or (iii) our inability to locate you after reasonable efforts. Client is responsible for all state fees associated with changing registered agents or terminating our registered agent services.

7. WARRANTY AND DISCLAIMER.

  • 7.1. Client. Client represents and warrants that (i) Client is at least eighteen (18) years old, or has reached the age of majority in Client’s local jurisdiction; (ii) Client holds all rights and authority to engage in, and to authorize EK to engage in, the activities contemplated hereunder; (iii) the execution, delivery and performance of these Legal Terms, will not violate any existing law, rule, regulation, corporate document, order, determination or award of any governmental authority or arbitrator, applicable to Client and these Legal Terms are a legal, valid and binding obligation of Client, enforceable in accordance with its terms; (iv) Client is authorized to furnish Client Data for use in the Platform and Services and the Client Data (and the provision of the Client Data) does not violate any law or infringe the rights of any third party, and (v) Client shall be responsible for all Client Service orders placed through the Platform
  • 7.2 EK. EK warrants that it will provide the Platform and Services ordered by Client in accordance with Client’s directives by using the information Client provides to EK. In the event of a breach of this warranty, EK will use commercially reasonable efforts to correct the reported non-conformity, at no charge to Client, or if EK determines such remedy to be impracticable, either party may terminate the Platform subscription pursuant to Section 6 hereunder. The foregoing shall be Client’s sole and exclusive remedy for any breach of the warranty set forth in this Section 7.2. This warranty shall not apply: (i) unless Client makes a claim within 30 days of the date on which Client first noticed the non-conformity, or (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software, or services.
  • 7.3 Limitations and Exclusions. EK DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM OR SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND EK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

    WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EK WILL NOT BE LIABLE FOR AND MAKES NO WARRANTY THAT (i) THE PLATFORM OR SERVICES WILL MEET CLIENT’S REQUIREMENTS, (ii) RESULTS OBTAINED FROM THE USE OF THE PLATFORM OR SERVICES WILL BE ACCURATE, RELIABLE OR COMPLETE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CLIENT THROUGH THE PLATFORM WILL MEET CLIENT’S EXPECTATIONS, (iv) ANY ERRORS IN THE PLATFORM OR ANY SOFTWARE THAT EK PROVIDES OR USES IN OFFERING THE PLATFORM WILL BE CORRECTED, OR (v) CLIENT’S FILINGS WILL BE RECEIVED BY ANY APPLICABLE FILING DEADLINES, FILINGS WILL BE PROCESSED WITHIN A SPECIFIC TIMELINE, OR FILINGS WILL BE APPROVED BY ANY STATE OR GOVERNMENT AGENCY.

    ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE PLATFORM IS DONE AT CLIENT’S DISCRETION AND RISK AND CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEMS OR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM EK OR THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE LEGAL TERMS.

8. Indemnification.

  • 8.1 Client Indemnification. Client agrees to defend, indemnify and hold harmless EK and its owners, officers, directors, affiliates, subsidiaries, representatives, contractors and employees from and against any and all claims or other actions arising or relating to: (i) Client’s breach of these Legal Terms, (ii) Client’s violation of any law, regulation, or third party right, or (iii) EK’s use of Client Data (provided such use is in accordance with these Legal Terms). EK will give Client prompt notice of any such claim. EK reserves the right to retain counsel of our choosing in EK’s sole discretion. Client agrees to cooperate in good faith to assist EK in its defense and any settlement negotiations and reimburse EK for reasonable settlement amounts. EK will not be responsible for any settlement it does not approve in writing.
  • 8.2 EK Indemnification. EK agrees to defend, indemnify, and hold harmless Client from and against any claims or other actions by any third party alleging that the Platform or Services, when used as authorized under these Legal Terms, infringes a United States patent, copyright, or trademark. Client will give EK prompt notice of any such claim and EK shall have the option to assume the defense of such claim. Client will not be responsible for any settlement it does not approve in writing.

In response to an actual or potential patent, copyright or trademark infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as EK determines necessary to avoid material liability, EK will, at its option: (a) procure rights for Client’s continued use of the applicable Service; (b) replace or modify the allegedly infringing portion of the applicable Service to avoid infringement or misappropriation without materially reducing the Service’s overall functionality; or (c) terminate the Platform subscription, and refund Client any pre-paid, unused fees on a pro rata basis without any further liability to Client. 

9. LIMITATION OF LIABILITY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EK AND  ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OWNERS, OFFICERS, DIRECTORS, AFFILIATES, SUBSIDIARIES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE TO CLIENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF  DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND EK’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO EK FOR THE PLATFORM SUBSCRIPTION OR SERVICES  IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT EK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. CHOICE OF LAW AND DISPUTE RESOLUTION.

These Legal Terms are governed by the laws of the State of North Carolina without regard to its conflict of laws provision.  The parties agree to use commercial best efforts to resolve any disputes by working together in good faith.  Any dispute, claim, or breach of these Legal Terms that cannot be resolved with good faith negotiations shall be finally settled by binding arbitration conducted in the English language, in Charlotte, North Carolina, USA, under the commercial arbitration roles of the American Arbitration Association (“AAA”).  The prevailing party shall be entitled to an award of reasonable attorney fees incurred in connection with the arbitration in the amount as may be determined by the arbitrator.  The award of the arbitrator shall be the sole and exclusive remedy of the parties and shall be enforceable in any court of competent jurisdiction.  Notwithstanding anything contained in this section, each party shall have the right to institute judicial proceedings against the other party or any party acting by, through or under such other party, to enforce the instituting party’s rights hereunder through specific performance, injunction, or similar equitable relief.

11. MODIFICATIONS.

EK reserves the right at any time to modify, update, or discontinue, temporarily or permanently, the Platform (or any part thereof) or Services, with or without notice to you. We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform or Services. We may also revise these Legal Terms, and therefore we suggest that you check this link from time to time.   We may notify you of any changes at the email address associated with your account. If you do not agree to the changes after receiving notice of the changes, you must stop using the Services and terminate your Platform account.  Your continued access or use of the Services or your Platform account indicates your agreement to be bound by any such changes.

 

12. CORPORATE SERVICES.

  • 12.1 Upon execution of an EK Client Order Form for EK Full-Service or any Corporate Service purchased by Client through the EK Platform (together, “Corporate Service”), EK shall provide the Corporate Service, either directly or in coordination with our third party contracted service provider. EK shall not be obligated to execute any Corporate Service order until all information required to process the order is received by EK from Client. Client shall cooperate to provide EK with full and accurate information required to complete the order in a timely manner.
  • 12.2 EK will not be liable for any filing errors with any state or federal agency, including but not limited to, any Secretary of State or the Financial Crimes Enforcement Network, due to inaccurate or deficient information provided by the Client.
  • 12.3 Client shall remain fully responsible for ensuring all filing deadlines are met and shall remain fully responsible for updating or correcting any filing information.
  • 12.4 Clients that purchase registered agent services authorize the registered agent to receive service of process, including notices of legal actions or other government communications on its behalf (collectively “Mail”). Client authorizes the registered agent to open any Mail, and scan and upload such Mail to Client’s Platform account and/or email the scanned Mail to the contact provided when signing up for the registered agent services. EK and the registered agent shall have no liability of any kind for Client’s failure to receive lawsuits, official mail or other Mail that has been uploaded to Client’s Platform account or emailed to the contact associated with Client’s Platform account. Client shall be responsible for maintaining updated contact information so that any Mail can be promptly delivered to Client.
  • 12.5 EK DOES NOT GUARANTEE THAT USE OF THE SERVICES WILL ENABLE CLIENT TO COMPLY WITH APPLICABLE LAWS, AND EK WILL NOT BE RESPONSIBLE FOR ANY REJECTED, DELAYED, OR RETURNED FILINGS THAT ARE THE RESULT OF MISSING, LATE, OR INCORRECT INFORMATION PROVIDED BY CLIENT OR BY FAILURE OF CLIENT TO TAKE ANY REQUIRED STEPS TO ENABLE SUCH SERVICES TO BE PROVIDED. EK SHALL HAVE NO RESPONSIBILITY, NOR BE LIABLE, FOR ANY CONSEQUENCES DUE TO LATE OR INACCURATE FILINGS, INCLUDING BUT NOT LIMITED TO, STATE FEES, INTEREST, TAXES, OR PENALTIES IMPOSED AS A RESULT OF SUCH LATE OR INACCURATE FILING, OR THE COSTS OF ANY REMEDIAL FILINGS, PROVIDED THAT, IN THE EVENT SUCH LATE OR INACCURATE FILING WAS LATE OR INACCURATE SOLELY DUE TO A MISTAKE MADE BY EK OR ANOTHER CAUSE UNDER EK’S REASONABLE CONTROL, EK AGREES TO PAY CLIENT THE RELEVANT LATE FEES AND THE COST OF RESUBMITTING SUCH FILING, AS WELL AS OTHER OUT-OF-POCKET COSTS DIRECTLY RESULTING FROM SUCH MISTAKE OR OTHER CAUSE, PROVIDED THAT ALL REIMBURSEMENT REQUESTS ARE ACCOMPANIED BY SUFFICIENT SUPPORT DOCUMENTATION. EK SHALL HAVE NO LIABILITY FOR ANY AMOUNTS THAT ARE LEGITIMATELY OWED TO THE RELEVANT JURISDICTION IN CONNECTION WITH A TIMELY-FILED REPORT BUT WERE MISCALCULATED BY EITHER PARTY.

13. Notifications and Alerts.

  • 13.1 You may set up your account to provide various notifications. In addition, EK may from time to time provide certain communications to you such as service announcements, administrative messages, and other notifications (“Alerts”). Alerts may be sent to you following certain changes to our Platform or your account. Client understands and agrees that any Alerts provided through the Platform may be delayed or prevented by a variety of factors. EK will make commercially reasonable efforts to provide Alerts in a timely manner with accurate information, but EK cannot guarantee the delivery, timeliness, or accuracy of the content of any Alert. EK will not be liable to Client for any delays, failure to deliver, or misdirected delivery of any Alert; for any errors in the content of an Alert; or for any actions taken or not taken by Client or any third party in reliance on an Alert.
  • 13.2 Alerts may be sent by means of a general notice through the Platform, electronic mail to your email address designated in your account, or telephone or text message to any phone number provided in connection with your account. If your email address or your mobile number changes, you are responsible for informing us of that change.
  • 13.3 Because Alerts may not encrypt, we will never include your password. However, some Alerts may include your LoginID and some information about your account. Anyone with access to your email will be able to view the contents of these Alerts.
  • 13.4 By providing us with your email address, you consent to receive all required Alerts regarding our Platform and other offerings electronically. All Alerts in electronic format will be considered to be in “writing,” and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the communication. Your consent to receive Alerts electronically is valid until you end your relationship with us. You may print a copy of any electronic Alerts and retain it for your records. We reserve the right to terminate or change the terms or procedures by which we provide electronic Alerts and will provide you notice thereof in accordance with applicable law.
  • 13.5 Client also consents to the recording of any electronic or written Alerts and any or all telephone conversations between Client, EK or any EK affiliates in connection with these Legal Terms, the Platform or Services and agrees and understands that recordings may be submitted in evidence in any legal proceeding relating to these Legal Terms.
  • 13.6 Any notice to EK must be sent by submitting an electronic message through the Platform, the Contact Us section at www.entitykeeper.com or via email at sales@entitykeeper.com, unless explicitly instructed to do otherwise in these Legal Terms.

14. General.

  • 14.1 Assignment. The Platform subscription is not assignable by Client, except with prior written consent from EK.
  • 14.2 Severability. If any provision of these Legal Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Legal Terms will otherwise remain in full force and effect and enforceable.
  • 14.3 No Waiver. No delay on EK’s behalf in exercising or any failure by EK to exercise any right or remedy available under these Legal Terms will be construed as a waiver unless reduced to writing and signed by EK.
  • 14.4 Force Majeure. Each party will be excused for any failure or delay in its performance resulting from causes beyond its control, including, but not limited to, electric or other power failure, acts of God or of the public enemy, war, riot, civil disorder, embargo, fire, flood, pandemic, or strikes (however, this shall not apply to payment obligations hereunder).
  • 14.5 Waivers and Modifications. All waivers and modifications of these Legal Terms must be in writing and signed by both parties, except as otherwise provided herein.
  • 14.6 No Partnership. Nothing contained herein shall be deemed or construed to create a partnership, agency, joint venture, or employment between the parties. Client does not have any authority to bind EK in any respect whatsoever.
  • 14.7 Notices. All notices under these Legal Terms will be in writing to Client’s Primary Contact provided during the onboarding process and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Client may update its Primary Contact by providing EK with written notice. Any notices to EK must be sent via email at sales@entitykeeper.com, unless explicitly instructed to do otherwise in these Legal Terms.
  • 14.8 Marketing. Unless informed to the contrary by Client in writing, EK may use Client’s logo, name, and use case in EK’s public facing marketing materials.
  • 14.9 Successors and Assigns. This Agreement is binding on Client’s successors, assigns, heirs, legal representatives, and personal representatives.
  • 14.10 Not a Legal or Tax Advisor. We make managing your entities convenient and as streamlined as possible. However, neither we nor our Services give, offer or render tax, financial or legal advice. Before making financial or other investment decisions regarding your entities, we recommend that you contact a financial advisor, or tax or legal professional.
  • 14.11 Entire Agreement. These Legal Terms, along with the Privacy Policy, constitute the entire agreement between Client and EK and govern Client’s use of the Platform and Services, superseding any prior agreements between us. Client may be subject to additional terms and conditions when you use or purchase certain additional services, affiliate services, third-party content, or third-party software.

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