TERMS AND CONDITIONS
As consideration for the services provided by Click Industries, an LRC company (CI), I agree to the following:
For all order types:
CI is not a law firm, and this transaction does not create an attorney-client relationship. At no time will CI review my information for legal sufficiency, draw legal conclusions, provide legal advice, or apply the law to my particular situation. I acknowledge and agree that CI or its employees, agents, officers, or directors are not acting as my attorney in any way, and that the information provided via this site and other CI sites, emails, or phone/messenger conversations with CIís employees or agents is not legal advice on which I can rely. I acknowledge that help screens and other content provided through CI websites consist of general information and is not legal advice. I understand that CI is not associated with any government or governmental body, and is a private company.
CI work on my file begins immediately upon receipt of my order. I therefore agree that I am not entitled to a full refund unless CI is unable to complete the services I ordered following an opportunity to resolve any issues. In this context, service completion refers to successful filing of forms according to my order, or delivery of ordered materials. I agree that failure to cooperate with CI instructions necessary to service completion is not a basis for a refund of any type. If my payment includes a government filing fee, however, and my materials are not submitted, I am entitled to a refund of the filing fee only.
Every business is different and unique, and laws vary from state to state. I acknowledge that I should consult with legal counsel and my accountant or financial advisor regarding my choices for my business, and that CIís services should not be used as a substitute for competent advice from a licensed attorney or other professionals. I agree that I am wholly and solely responsible for the options I select for this service regardless of whether I follow the recommendation to consult with professional advisors prior to this transaction. It is my responsibility to review the documents generated by my use of this site with or without legal counsel to determine what if any sections of it may not be appropriate for my business. I also acknowledge that some states may have specific statutory or other laws that may render some provisions of the generated documents void.
I agree that CIís services consist of populating the relevant forms with information I provide, and I acknowledge that I can obtain, draft, and/or file the documents ordered in this transaction on my own, but I have chosen to use CIís services for this purpose. I am responsible for any errors made when providing this information. I acknowledge that CI does not guarantee that any document drafted for me or my business will meet my or my businessís needs and/or be appropriate for me or my business. I agree that I have not yet commenced any filing, incomplete or otherwise, in this matter, or that if I have, I will notify CI customer service immediately after placing this order with all details of the former filing.
I agree that I am responsible for ensuring that the email address and other contact information I provide CI is correct. I am also responsible for ensuring that I retrieve any CI emails from any spam, junk, or quarantine folders on any computer or device I use that might capture them. My failure to read, respond to, or act on any communications from CI, either via email, my customer account, or otherwise, does not constitute grounds for a refund of any kind.
I agree that I understand that CIís primary method of communicating with me will be through my customer account on CIís website, and I understand that I will be provided with login instructions at the bottom of my emailed receipt for my transaction, which I will receive immediately upon placing my order. I also understand that I can log in at any time at the ďLogin?tab at the top of CIís homepage using the email address and password I provided/created at the time that I placed my order. I will be responsible for logging in and checking the status of my account, downloading forms that require my signature and/or that of a notary, and sending these forms back to CI. CI will post information and updates regarding my account on CIís website in my secure, personal account page. If I do not respond to updates that require my attention within a reasonable time, CI will email me. If I do not promptly respond to CIís email, CI will attempt to call me. CI will leave me a voicemail if possible. If I do not fully respond within 60 days after the aforementioned attempts to contact me, CI will be unable to proceed with my order and will close my order. CI reserves the right to charge $10.00 to reopen orders closed because of my failure to fully respond as part of this process. I agree that all documents and forms that can be delivered electronically by CI via my secure, personal log-in page (my customer account) will be provided to me in that way. I also acknowledge that some government bodies only provide online or electronic certificates or other filing verifications, and I am not entitled to further verification than that provided by the relevant government entity.
I agree that, in some cases, CI will provide me a form for my signature and/or notarization and return. My failure to accurately execute or to send back any such documents provided to me does not constitute ground for a refund of any kind.
I understand that any information I provide for filing or searches, including but not limited to corporate names and addresses, will be cut and pasted directly from my online application into all filed documents. I therefore agree that it is my complete responsibility to insure that I type in any such information EXACTLY as I would like it to appear on any documents for search or filing. CI assumes no responsibility for spellchecking, verifying, or editing my information. If my corporate name choices are unavailable as typed into CI's online application, I assume complete responsibility for communicating any additional name choices accurately to CI. If I orally provide a name choice and such name is filed incorrectly on the formation documents, all costs associated with changing the name shall be borne by me. If I have submitted any proposed corporate name in writing to CI and CI files it incorrectly, CI shall bear all costs associated with amending all formation documents, including state filing fees.
If I have ordered a service with ?4-hour filing,?ďthree business days,?or other specified timeframes, I agree that filing within that timeframe means that CI completes all necessary paperwork within that timeframe and whenever possible submits that paperwork to the appropriate government offices at the federal, state and/or county level within that amount of time. I acknowledge that the actual time it takes the government office to record and file my documents or to respond to requests can vary, and that that time is completely beyond CIís control. I understand that any typical overall processing times communicated to me by CI in any form are only estimates based on information available to CI and are in no way guaranteed. I agree that ďbusiness days?only include Monday through Friday between 9:00 AM and 5:00 PM Central Time, and do not include legal holidays. I acknowledge that in some states and/or counties, CI cannot submit a complete application for filing within a given timeframe because my original signature or notarization may be required. In those cases, forms or other documents will be filed within the given timeframe after CI receives the document(s) needed for filing with my signature or notarization. I agree that specified timeframes do not commence on any orders received at any time on Friday through Monday morning at 9:00 AM Central Time or on legal holidays until the next regular business day. I acknowledge that specified timeframes do not include filing delays caused by Acts of God or other events, such as loss of internet service and adverse weather conditions. I agree that some counties require specific forms that must be mailed to CI before my application may be filed. In those cases, no specified timeframe commences until CI has received said forms from the county in question.
I agree that CI reserves the right to request credit card verification if information on the card used in the transaction is not consistent with data I provide in my order, or if CIís credit card processing indicates that there may be a problem with the transaction. I agree to provide verification of my credit card information if requested to verify the charge and that if I do not do so, CI will not complete my order or perform any services related to the failed transaction. This verification may, at CIís discretion, include a fax or scanned copy of both sides of my driverís license or government-issued ID and/or credit card, as well as further information regarding the credit card and its issuer. If verification is required, I agree that any time limit on the service ordered will not commence until adequate card verification is received.
I understand that some government units, including but not limited to San Francisco County, California, may require tax or other forms to be filed prior to action on a DBA or corporate filing, and that this requirement is beyond CI's control and may not be publicized by the government unit prior to enforcement. I agree that if my filing by CI is rejected for this reason, I will remedy the issue by filing the required form and allow CI to refile. If I choose to abandon my filing rather than to remedy the issue, CI will retain $75 for work performed on DBAs and the entire service fee for incorporation services, less unused filing fees if any, as described for each service below.
I agree that, if my order consists of or includes immediately downloadable materials (including but not limited to publications concerning employment leave, disability, or workerís compensation), these materials are for general information only, and do not amount to legal advice. I understand that laws are subject to change, and that I will not rely on any downloaded materials for any business decision. I acknowledge that I should seek legal advice for business decisions, and that I will not use any CI-provided materials as a substitute for such advice. I further agree that any such materials are sold on a non-refundable basis.
I agree that all services to be provided by CI will occur within the State of Minnesota and that my use of this site is deemed to have occurred in Minnesota. If I institute any legal proceeding against CI, its employees, agents, officers, or directors, then I agree that I will do so in the court of Minnesotaís Fourth Judicial District, located in Minneapolis, Minnesota, and I agree that this is the proper venue for any disputes. Further, I agree that the only damages I am entitled to are the amount of money I paid CI for the services rendered and that I am not entitled to any other damages whatsoever. I also agree that the prevailing party in any action shall be entitled to reasonable costs, disbursements, and attorneys?fees expended in the matter.
In addition to these terms and conditions, I agree to the following as relevant to my specific order:
If I ordered a Business Name Search:
I agree that the only service provided by CI is a preliminary corporate name search for two names I have submitted in the state I selected. I understand that some jurisdictions do not allow name searches, and that if I order a name search for such a jurisdiction, CI will notify me and refund my fee.
For states in which a DBA is filed at the county or other local level, names will only be checked at that level. For states in which a DBA is filed at both the state and local level, the names will be checked both places when possible. I acknowledge that there may be situations when a name is registered at the state level but not the county or local level, or vice-versa, and that CI cannot make any determination as to my ability to use a business name in such situations.
I agree that I should contact a lawyer if I have questions about the use of a name, potential trademark or servicemark conflicts, copyright, or any other legal ramifications regarding the use and/or registration of the name.
CI will process name search orders within one hour if received between 9:00 AM and 4:00 PM Central Time on a regular business day. If an order is received during other times or on a weekend or legal holiday, my order will be processed in the first hour of the next regular business day. If my order requires information from a specific jurisdictions and CI is unable to reach that jurisdiction within one hour due to government staff unavailability, my order will be completed within an hour of the jurisdictionís response, subject to the other timing terms provided here.
If I ordered a Business Search:
I agree that CI will search for an existing business only under the exact name that I provide. If the business for which information is requested is registered with the state under a name other than exactly what I provide in my order (including spelling, spacing, and punctuation), I understand that this may affect CIís ability to retrieve the requested information. I agree that CI is only responsible for checking the name exactly as I provide it.
I acknowledge that CIís Business Search service includes searching the records of the Secretary of State in the state requested. I understand that I am able to conduct such a search myself, but have chosen to use the services of CI. I understand that CI is only able to retrieve information that is public record according to the laws of that state.
Further, I acknowledge that if CI is unable to locate the records of a specific business, either because the business name was not provided accurately during the order or because the business is not registered in the requested state, CI has provided the same extent of service as a successful search. I agree that the Business Search fee applies to the search itself, regardless of the outcome of that search, including a negative search result.
1 If I ordered a Business License Service package:
I agree that this service is provided by CSC Global, a vendor of CI, and that my information will be shared with CSC Global for the purposes of determining my business license requirements and providing those requirements to me. I understand that this service consists of determining the license requirements for my business structure and purpose in my state, county, and city. I understand that CSC will provide me with blank licenses, as well as contact information for the government office with which I need to file, and that I am responsible for filing those licenses myself.
I further understand that once the business license requirements and forms have been delivered to me by CSC Global, that portion of my order is considered to be complete, and I am not eligible for a refund of any kind.
If I ordered a DBA (ďdoing business as?or an assumed business name):
I agree that CI cannot guarantee the availability of any name, and that CIís name check only reflects the status of a name at the moment the name was checked.
I understand that despite CIís best efforts, the state still may reject my chosen name and my DBA filing for reasons beyond CIís control. These reasons may include, but are not limited to, the possibility that the chosen name does not comply with state statutes and/or the stateís determination that the name is too similar to a name already registered with the state.
I understand that securing an assumed name for my business does not mean that my business name may not raise other legal issues, including trademark, servicemark, or copyright issues. I agree that I am responsible for those issues and that CI advises that I raise any such concerns with an attorney.
I agree that the DBA registration process will be deemed to begin when (a) CI conducts a name availability search of an assumed name for me, or (b) starts corresponding with me via email or in my customer account regarding my DBA filing, or (c) drafts the DBA form.
I agree that if I wish to terminate CIís service for any reason after the registration process begins but prior to the completion of CIís service, then CI shall be entitled to keep $75 for the work performed and shall refund me any unused portion of monies I paid over that amount. I agree, however, that once CI has sent the DBA application to the specific governmental entity for filing, I will not be entitled to or receive a refund of any kind.
I acknowledge that once CI has sent a DBA filing form into any governmental entity, CI is unable to cancel the registration.
I agree that CIís services are concluded as soon as either (a) CI has filed my DBA application with the state and/or county, or (b) CI has emailed me a DBA form for my signature and I fail to return the form to CI within fifteen business days after the date CI sent it to me. I understand that some counties or states may have publishing requirements, and I agree that such requirements are my sole responsibility unless I have specifically ordered publication service and paid CI for that service.
If I ordered a Corporate Kit and/or Seal:
I agree that the seal is not deemed to be ordered until my other associated orders have been processed and returned by the state and/or county. This waiting period ensures that my business name has been officially accepted. I understand that it could take a month or more for me to receive my corporate seal from CI.
I understand that corporate kits and seals will display the name of my business that I selected during the order process. They will also display the year or date of incorporation and the state of incorporation. I acknowledge that corporate kits seals are customized for my specific business. As such, I understand and acknowledge that there are no refunds or returns on these products.
If I ordered an Incorporation (including a Non-Profit, LLC, S or C corporation, or other corporate form):
I acknowledge that state laws may vary regarding corporate formalities and I cannot rely on the information provided for any particular state. I agree that CI does not know my financial or tax situation and did not provide me any legal advice on whether to be a C or S corporation or LLC or a nonprofit. CI did not provide me any legal advice on which corporate entity is best for my business and personal needs.
I agree that after my business has been incorporated, it is my sole responsibility to ensure that the business complies with all state, local, and federal laws and rules.
Unless I have paid for specific follow-up services, I agree that once my articles of incorporation/articles of organization have been accepted by the state and recorded, the services of CI are concluded. Unless I have paid for follow-up services, CI is not required to provide me any additional services. Follow-up services include, but are not limited to, assistance in Form 1023 preparation (501c3 applications), which are subject to additional terms (see http://www.www.wanxi88.cn/order/terms_and_conditions_501.asp) and incorporated herein. If I did not pay for any follow-up services, I understand that the 501c3 application process and/or any other corporate actions are my responsibility alone.
If I ordered Amendment Services:
I acknowledge that, while advertised as ďArticle Amendments,?depending on the specific nature of my requested amendment, additional and/or alternate forms beyond my articles (i.e., a ďregistered agent change form? may be required. I further acknowledge that this service includes filing my requested amendment(s) with the Secretary of Stateís office, and that it is my responsibility to make this information known to any other organization or agency that may require it.
If I ordered Registered Agent services or the Tax Package:
I acknowledge that both registered agent services and tax services are provided by affiliates of CI, and that my information will be shared with the affiliate(s) for the sole purpose of completing my order. I understand that I may be contacted by these affiliates about my order.
If I ordered a Registered Agent service, I understand that the cost for one year of registered agent services is paid upfront, and that I will be contacted before that year of service is completed with the offer to renew. I am responsible for responding to any emailed correspondence about this renewal; if I fail to respond to renewal requests or pay the renewal fee, I acknowledge that my registered agent service may be cancelled and that I will need to file a new registered agent with the state in order to remain in compliance.
I further understand that once CI has created an account with my registered agent service provider, my registered agent order with CI is considered completed and I am not eligible for a refund of any kind. If I choose to change my registered agent at any time, I will not receive a refund for moneys paid, and I am responsible for filing this registered agent change with the state myself (unless I place an order with CI to perform this service).
If I ordered a Tax Package, I understand that my information is immediately transmitted to the accountant for processing and I am not eligible for a refund of any kind.
If I ordered a Corporate Dissolution:
I acknowledge that CI will require my signature on the dissolution document to comply with state regulations, and that it is my responsibility to log into my customer account to retrieve any forms or instructions. I also understand that dissolution forms may require additional information about my business and/or situation not specifically address in the order process, and that CI may need further clarification from me before completing my dissolution form.
I acknowledge that additional documents, including but not limited to tax certificates or signed statements from corporate officers, may be necessary in order to dissolve my corporation, and I agree that I will furnish these documents to CI upon request. My failure to comply with such a request does not constitute grounds for a full refund.
I agree that if I choose to cancel my order after the dissolution process has commenced, CI will retain $75 for work performed. Commencement of the dissolution process includes (a) uploading a fully or partially completed form to my customer account for my signature or (b) corresponding with me about my order via email, telephone, or customer account notes.
If I ordered a Foreign Corporation or Certificate of Good Standing:
I agree that state laws vary regarding corporate formalities for foreign corporations, and that I cannot rely on the information provided by CI in any form for any particular state. I acknowledge that CIL did not provide me any legal advice on whether I need to register my company as a foreign corporation in any state.
I acknowledge that "Rush Service" means that CI completes all necessary paperwork within 24 hours, as defined and specified in the general terms and conditions above. I acknowledge that in some states and in some cases, CI cannot submit the required documents to the state for filing within 24 hours. If I do not choose the "Rush Service" option, I agree that CIL will draft my documents within three business days from the date that I pay for the services of CI, as also defined and specified above.
After my foreign corporation documents have been recorded by the state, it is my complete responsibility to make sure that my corporation complies with all state, local, and federal laws.
I agree that once the foreign corporation documents have been accepted by the state and recorded, CIís services are concluded. Unless I have paid for follow-up or additional services, CI is not required to provide me any additional services.
If I ordered Corporate Bylaws or an LLC Operating Agreement:
I agree that the only service provided by CI is inserting information I provide during the order process into a Bylaws or Operating Agreement template and providing me with a PDF of my requested document. I understand that this happens programmatically, and I therefore acknowledge and accept that the order is deemed to be complete immediately and I am eligible for no refund should I decide to cancel my order.
I AGREE THAT CI'S SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. I AGREE THAT CI DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THIS SITE AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THIS SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF THIS SITE OR ANY PORTION THEREOF, (D) MY USE OF THIS SITE, OR (E) MY USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THIS SITE.
I acknowledge that by using CIís services, I have agreed to be bound by these terms and conditions, and that they create a binding contract.