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Terms of Use and Service Agreement

Last updated: 12/08/2024

Terms of Use and Service Agreement
YOU MUST READ THIS TERMS OF USE AND SERVICE AGREEMENT BEFORE USING THIS SITE AND OUR SERVICES.

This Agreement contains a binding arbitration clause and a class action and right to a jury trial waiver. PLEASE READ CAREFULLY.

Background

The terms “we”, “us”, and “our” refer to Harbor Business Compliance Corporation and its subsidiary Labyrinth, Inc. (collectively, “Harbor Compliance”). All services that we provide or that are offered through the “Website” or “this Website”, including Software as a Service, are referred to herein as “Services”. The terms “you” and “your” refer to you, the user in your individual capacity, and also in your capacity as the representative and agent of any entity on behalf of which you order Services. “Order” or “Ordering” means purchasing or requesting any service with Harbor Compliance or its affiliates by phone, our Website, email, or paper application. “Purchase” means payment for any of the services that Harbor Compliance or its affiliates provide. The “User Account” is comprised of a username, password, and any information related to the user. Harbor Compliance retains ownership and all rights related to the “User Account”. Terms of Use and Service Agreement also known as the “Agreement” or “this Agreement” refer to Harbor Compliance’s Terms of Use and Service Agreement.

By using the Website, www.harborcompliance.com, or ordering any Services, you are (a) representing that you are at least eighteen (18) years of age, (b) representing that you have the legal capacity and authority to enter into a binding contract on behalf of yourself and any entity on behalf of which you order Services and/or make changes to any entity for which you order Services, including but not limited to, its legal entity status, licensure, and/or the information available to government agencies and the public, (c) confirming that we have not provided and will not provide you with any legal, tax, or financial advice, opinions, or recommendations of any nature whatsoever, (d) confirming that we may contact you at the phone number, address, and email address you provide to us, even if any of that contact information appears on any Federal or State “do not call” or contact list, and (e) agreeing to be legally bound in all respects by this Terms of Use and Service Agreement and our Privacy Policy. If you have any objection to any of the terms of use or conditions of this Agreement, please immediately leave this Website, do not use any information on this Website, and do not use any Services.

This Agreement limits your rights and remedies in the event you have a dispute or disagreement with us. Accordingly, you should read this Terms of Use and Services Agreement with great care.

Harbor Compliance reserves the right, in its sole discretion, to change the Terms of Use and Service Agreement under which the Website and Services are offered without prior notice, except that we will notify you of any material changes to the terms, including, but not limited to, changes to the dispute resolution, governing law and jurisdiction provisions set forth herein (“Material Changes”). All changes are effective immediately when we post them. However, Material Changes will not apply to any disputes that arise prior to the date that you have actual notice of such Material Changes. The most current version of the Terms of Use and Service Agreement will supersede all previous versions. Harbor Compliance encourages you to periodically review this Agreement to stay informed of our updates and to notify us immediately in the event of any changes to your email contact information. By using this Website, you are agreeing to be bound by the then current version of this Agreement. To the extent you have provided us with a valid, working email address we will notify you of Material Changes via email.

Privacy

Your use of the Website is subject to Harbor Compliance's Privacy Policy (the "Policy"). Please review our Privacy Policy, which also governs the Website and informs users of our data collection practices.

Confidentiality

To the extent we provide you with a proposal, service quote, contract, or other documentation describing our pricing, the scope of our services, or the terms of our engagement with you (collectively, our “ Confidential Information”) you agree to only use such Confidential Information for your own internal business purposes, to not disclose any Confidential Information to third parties, and to protect the confidentiality of such Confidential Information with the same degree of care you use to protect your own information of a confidential nature, which in no event will be with less than a reasonable degree of care. “Confidential Information” does not include any information available to the general public for reasons other than your breach of this paragraph. To the extent you are required by a judicial, administrative, or governmental proceeding, or to the extent any governmental, regulatory, or administrative authority requires you, to disclose any Confidential Information, unless prohibited by law you must promptly notify Harbor Compliance so that we may either seek an appropriate protective order or other confidential treatment or relief or waive the provisions of this paragraph.

E-Sign Disclosures and Your Consent

When we submit information to a third-party on your behalf, with your consent, we may provide your authorized electronic signature with this information. Additionally, applicable laws or regulations may require us to provide information to you "in writing." With your consent, we can provide this information to you and third-parties electronically. We also need your general consent to use electronic records and signatures in our relationship with you. See Information We Collect to Provide Service for more information about using your electronic signature to submit filings to third-parties on your behalf.

You agree that you are providing your E-Sign Consent in connection with a transaction affecting interstate commerce, that it is subject to the federal Electronic Signatures in Global and National Commerce Act (the "E-SIGN Act"), and that we both intend that the E-SIGN Act apply to the fullest extent permitted by law.

Communications Effected

You agree that for all Communications for all Services we may (i) electronically deliver Communications to you and, at our discretion, terminate paper delivery of Communications to you and (ii) use and obtain electronic signatures from you until you withdraw your consent to this E-Sign Consent as described below. This E-Sign Consent applies to all Communications for all Services.

Communications delivered by e-mail will be sent to your e-mail address reflected in our records. You represent that any e-mail address you provide to us belongs to you or to a person who has authority to act for the Services. You should print, download, or otherwise retain a copy of this E-Sign Consent and all other Communications we electronically provide to you.

"Communications," include, but are not limited to, the following:

• All legal, regulatory or other disclosures associated with Services;
• All other documentation relevant to Services, including agreements, amendments, account opening documentation, fee schedules, fee arrangements, billing statements, policies and procedures (including but not limited to our privacy policy), terms and conditions, authorizations, updates, notices (including notices of fee changes), responses to claims, transaction history, and any other document or other information required to be provided "in writing" or that we otherwise provide to you, or that you sign or submit or agree to at our request, in connection with your relationship with us.

We will electronically communicate with you by one or more of the following methods:

• Electronic messaging (such as e-mail, or SMS text or push notification to your mobile device);
• By access to a website;
• Via our mobile applications; or
• By requesting you download a Hyper Text Markup Language ("HTML") file or Portable Document Format ("PDF") or other specified electronic file containing the Communication.

Hardware & Software Requirements

In order to access, view, print and retain electronic Communications, you must have:

• Access to a device (e.g., computer, smartphone, mobile device, tablet, etc.) suitable for connecting to the Internet with the Current Version (one publisher currently supports) of (i) an operating system, such as Windows, Mac OS, iOS or Android, and (ii) a web browser, such as Chrome, Safari or Firefox, that we support.
• A connection to the Internet;
• Local electronic storage capacity to retain communications and/or a printer to print them;
• A valid e-mail account and software to access it;
• Software that enables you to view and display files in HTML and PDF format.

How to Withdraw Consent

Withdrawal of consent for certain Communications may result in a fee or change in fee for some Accounts. We will not impose any fee to process the withdrawal of your consent to receive Communications. However, you may not have access to the Services. We will process your withdrawal of your consent to receive electronic Communications within a reasonable period.

How to Update Your Information

It is your responsibility to provide us with true, accurate and complete e-mail address, mobile telephone numbers, authorized signers and other information related to this E-Sign Consent, and to maintain and promptly update any changes to this information. If you fail to timely update this information, including who is an authorized signer for your account, you agree to indemnify us pursuant to the Indemnification section below. You can update your records through the methods described below:

Requesting Paper Copies

You may obtain a paper copy by printing the electronic record we have sent you or by requesting one from us if you make the request in a reasonable amount of time after we sent it to you. We may charge you a reasonable service charge, with prior notice of any such charge, for the delivery of paper copies of any Communication provided to you electronically pursuant to this E-Sign Consent. To request paper copies of electronic Communications contact legal@harborcompliance.com.

Termination of or Changes to Electronic Delivery

We may unilaterally terminate the use of electronic Communications or change the terms or conditions on which we provide these Communications to you at any time without notice unless required by law.

Acceptance and Consent

By consenting to this E-Sign Consent, you agree to all the following statements:

• I have read, understand and agree to be bound by the terms and conditions contained in this E-Sign Consent, and consent to receive Communications and execute documents via Electronic Delivery according to the process described herein.
• I am authorized to provide consent for the Services and this E-Sign consent.
• I may terminate or suspend E-Sign consent at any time at my discretion.
• Communications we provide contain important information or disclosures concerning the Services and I agree to review such Communications in a timely manner.
• I am able to download and review files in HTML or PDF format, and I have internet access and can send and receive emails with links to websites.
• You may deliver Communications to me in paper form, and in the future, some or all of these Communications may be made available for me to view electronically in accordance with this E-Sign Disclosure.
• My consent to receive Communications electronically does not end until I withdraw my consent.
• I may incur costs, including but not limited to online time and other charges from my internet service provider or telephone carrier in accessing and/or viewing Communications.

Your User Account

If you use this Website, you are responsible for maintaining the confidentiality of your User Account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign, share, or otherwise transfer your User Account to any other person or entity. You acknowledge that Harbor Compliance is not responsible for third-party access to your User Account that results from theft or misappropriation of your User Account, and you agree to indemnify, defend and hold Harbor Compliance harmless from any costs or damages that result from such third-party access. You agree to notify Harbor Compliance immediately in the event your User Account is compromised. Harbor Compliance and its associates reserve the right to refuse or cancel service, terminate User Accounts, or remove or edit content at our sole discretion.

Nature of the Services and Our Relationship with You

We offer organizational and compliance Services for profit and nonprofit organizations. We are not lawyers or a law firm, accountants or an accounting firm, or investment advisors or an investment advisory firm, and we do not and will not provide you with any legal, tax, or financial advice of any nature whatsoever. We are not in any way related to or affiliated with any government agency.

You should not construe anything on the Website as legal, tax, or financial advice. This Agreement does not create any lawyer-client, tax advisor-client, or financial advisor-client relationship between us and you. We are not acting as your attorney and do not review information you provide to us for legal accuracy or sufficiency. You understand that your purchase, download, and/or use of our templates is neither legal advice nor the practice of law, and that each form and any applicable instructions or guidance is not specific or customized to your particular needs. The templates provided are not a substitute for the advice of an attorney. If you need legal advice for a specific need, or your specific need is too complex to be addressed by our services, you should consult a licensed attorney in your area.

If you have questions about your particular legal, tax, or financial situation, we strongly encourage you to engage appropriate professional advisors to answer those questions before you order any Services.

We offer the following general categories of Services:

(a) Managed Services. We offer document preparation, filing, and document retrieval services to businesses and nonprofits, including but not limited to, business entity registration, tax registration and exemption filings, license applications for businesses and nonprofits, annual reports, and the retrieval of documents, records, correspondence, and forms in relation to the legal existence, licensure, and tax status of an entity or an individual (the "Managed Services"). All Forms are prepared and submitted at the specific instruction of the Client, using the information provided by the Client.

(b) Registered Agent Services. We provide local offices in all fifty United States, District of Columbia, and Puerto Rico for the specific purpose of serving as a registered agent (aka resident agent, statutory agent, service of process agent, or Commercial Registered Office Provider) for legal entities (the "Registered Agent Services"). By purchasing Registered Agent Services, you understand, agree to, and accept the specific purpose and use of a registered agent, which is to be appointed and maintained by a legal entity according to local statutory requirements. The registered agent is generally responsible for maintaining a physical location during regular business hours, receiving legal and government notice on behalf of the represented entity, and delivering documents securely to the entity.

Harbor Compliance’s Registered Agent Services are limited to the receipt and forwarding of items covered under the state statutes. When receiving process on behalf of the Client, Harbor Compliance shall in no event be held responsible for any part of the lawsuit or claim. Client agrees to indemnify Harbor Compliance for all claims brought in these processes.

(b)(i) Information We Collect to Provide Registered Agent Services. In the event you order Registered Agent Services, you will be responsible to provide us with (a) the full and accurate legal name of the entity, (b) the full and accurate fictitious names that the entity does business under in the jurisdiction in which you order Registered Agent Services on behalf of the entity, (c) prompt notice of any changes to the name of the entity or the fictitious names, (d) all relevant contact information for the person or persons to which you would like us to send service of process, documents, notices, or communications that we receive and that are addressed to any entity or fictitious name that you provide us with, and (e) any additional information as required by federal, state, or local law. Local offices and operations may be provided through an affiliate. By purchasing Registered Agent Service, you consent to information about you and your legal entity to be shared with an affiliate, insofar as necessary to provide Service.

(b)(ii) Non-transferability of Registered Agent Service. By entering into this Agreement, you agree that you will not provide or allow anyone else to provide our address to any third-party for any reason, with the exception of providing the address to the government agency (typically the department of state) in each jurisdiction in which you have engaged us to act as a registered agent. Under no circumstances will we be required to forward mail, payments, solicitations, shipments, or other communications we receive as a result of our address being provided to a third-party other than the proper government agency. Separate units of Registered Agent Service must be purchased for each legal entity to be represented in each state where Service is requested. Service may not be transferred or shared between multiple legal entities or from one state to another, with written approval by Harbor Compliance.

(c) Software. We provide “Software as a Service” (SaaS) in addition to software to support our Managed Services and Registered Agent Service. By using our software, which is part of our Website, you agree to the terms of this Agreement and our Privacy Policy in all aspects. You are responsible for updating Harbor Compliance with any changes to your entity’s legal name, “good standing” status, and your contact information, and ensuring that our communications generally reach you.

Warranties and Limitation of Liability

THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "WHERE IS" BASIS, WITHOUT ANY WARRANTY. HARBOR COMPLIANCE MAKES NO REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE WEBSITE AND SERVICES, INCLUDING BUT NOT LIMITED TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT, INFORMATION, PRODUCT OR SERVICE CONTAINED ON THE WEBSITE, AND EXPRESSLY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

WITHOUT IN ANY WAY LIMITING THE SCOPE OF THE GENERAL WARRANTY DISCLAIMER ABOVE, WE MAKE NO WARRANTY OF ANY NATURE WHATSOEVER (A) THAT THE WEBSITE, SERVICES, OR FORMS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, (B) THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (C) WHETHER OR NOT OUR FORMS APPLY TO YOUR PARTICULAR FACTUAL SITUATION, (D) WHETHER OR NOT ANY PROVISION, TERM, OR CONDITION IN ANY FORM IS LEGALLY ENFORCEABLE IN ANY PARTICULAR FACTUAL SITUATION, (E) REGARDING THE CONTENT, ACCURACY, OR RELIABILITY OF ANY TEMPLATE OR DOCUMENT PUBLISHED OR PROVIDED BY ANY GOVERNMENT AGENCY OR OTHER AUTHORITY, (F) REGARDING THE MANNER IN WHICH OR SPEED WITH WHICH A GOVERNMENT AGENCY OR OTHER AUTHORITY WILL PROCESS FILINGS THAT WE MAKE ON YOUR BEHALF, (G) WHETHER OR NOT A PARTICULAR GOVERNMENT AGENCY OR OTHER AUTHORITY WILL APPROVE A FILING THAT WE MAKE ON YOUR BEHALF, OR (H) REGARDING THE QUALITY, ACCURACY, OR RELIABILITY OF ANY SERVICES OR PRODUCTS YOU OBTAIN THROUGH AN INDEPENDENT CONTRACTOR THAT WE REFER YOU TO.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HARBOR COMPLIANCE AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS, SALES, BUSINESS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE; OR (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE WEBSITE, EVEN IF HARBOR COMPLIANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL HARBOR COMPLIANCE’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE WEBSITE EXCEED THE GREATER OF (I) ANY AMOUNTS PAID BY YOU TO HARBOR COMPLIANCE IN THE 12 MONTH PERIOD PRECEDING ANY CLAIM; OR (II) TEN DOLLARS ($10.00).

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Information We Collect to Provide Service

We collect information on you and your business through various methods, including but not limited to online submission forms, questionnaires and Information Request Forms, and email correspondence with Harbor Compliance employees. These methods, along with any document forms which we have drafted, or which were drafted on our behalf by a third-party engaged by us, that we in turn provide to you for use or that we use on your behalf in providing Services are referred to herein as “Forms and/or Applications.”

By entering into this Agreement, you authorize us to (a) use, distribute, reproduce, modify, publish, and translate the information you provide us with (whether personal in nature or otherwise) as needed to provide the Services, (b) use your electronic signature to submit filings to government agencies and other authorities on your behalf, and (c) communicate with government agencies and other authorities concerning filings that we make on your behalf. You agree to timely inform us of any change to your authorized signer for these filings on Forms and Applications. See the E-Sign Disclosures and Your Consent for more information on electronic signatures.

If you order certain types of Services, we may refer you to an independent contractor to provide you with those Services. If you choose to work with such an independent contractor, the terms and conditions in this paragraph will apply. We will never ask or instruct any independent contractor to provide you with legal, tax, or financial advice. Similarly, you agree you will not ask any independent contractor that we refer you to for any legal, tax, or financial advice that relates to or is otherwise connected with the Services. If for any reason you do ask an independent contractor that we have referred you to for legal, tax, or financial advice and the independent contractor provides such advice, then (a) you agree any such advice was made at your request, and (b) any lawyer-client, tax advisor-client, or financial advisor-client relationship that results between you and the independent contractor will exclude us. Moreover, regardless of the nature of the Services or advice that an independent contractor that we refer you to provides you with, we will not verify the accuracy or correctness of the advice you receive, and we will not be in any way responsible or liable for any error or omission of the independent contractor. However, nothing in this Agreement in any way prevents you from filing a claim directly against such an independent contractor if the independent contractor commits an error or omission. If you work with such an independent contractor, that independent contractor may or may not have agreements, terms and conditions, and contractual provisions that it will require you to agree to and they may be different from our Terms and Conditions.

Beneficial Ownership Information (BOI) Reporting Service

Harbor Compliance offers a BOI Reporting Service for entities to comply with the Corporate Transparency Act. If you purchase this Service, we will transmit the necessary information provided by you directly to the Financial Crimes Enforcement Network (FinCEN). To meet the applicable FinCEN deadlines, the following is required from you:

• For all entities formed prior to December 31, 2023, you must provide the required information to us by November 30, 2024. We will make our best efforts to meet the FinCEN deadline if you do not timely provide this information, but we are not responsible for any penalties FinCEN may assess for late filing.
• For all entities formed or created on or after January 1, 2024, you must provide the required information to us at least fourteen (14) days before the filing deadline. We will make our best efforts to meet the FinCEN deadline if you do not timely provide this information, but we are not responsible for any penalties FinCEN may assess for late filing.
• You are responsible for determining whether FinCEN requires any updated or corrected BOI Reports.
• You must provide us with data that is compliant with FinCEN’s requirements, and we are not responsible for any penalties FinCEN may assess if you fail to do so.

California Platform Registration and Reporting (Labyrinth-only offering)

Labyrinth, Inc. ("Labyrinth") offers a program to provide "status monitoring" which involves us searching the platform client’s charities on each of the three relevant State of California agency websites. If the charity loses its federal tax exemption, is out of good standing with California's Franchise Tax Board or is on the "May Not Solicit" list in California, the platform can’t send them money. This program alerts platforms to charities for whom they should not solicit donations.

Quality and Accuracy of Our Services

The quality and accuracy of all Services we provide to you will be based almost exclusively on the information and the directives that you provide to us. At no time will we (a) verify the legal or factual accuracy or correctness of any information or direction that you provide to us, (b) verify that any of your business activities, products, licenses, tax filings or services are lawful, (c) provide you with any legal, tax, or financial advice, opinions, or recommendations of any nature whatsoever, (d) provide you with suggestions as to what specific information to include in any documents, or (e) review or analyze your particular factual situation or your plans or strategies.

Labyrinth offers a Good Standing Guarantee. Labyrinth guarantees your nonprofit's good standing with respect to the filing of your annual reports and charity registration renewals on time. If we miss a state deadline, we pay the late fees. Because we cannot make up the information to file, our guarantee excludes missed filings due to incomplete information or tasks on your end as well as any instances where you are not in good standing for reasons unrelated to the timeliness of filings.

Harbor Compliance offers a "Clean Slate Guarantee" as part of the “Compliance Pro” bundle of services. Harbor Compliance will cover up to the amount set forth below in penalties that (A) are assessed on licenses and registrations that will be managed via the Services and (B) are owed prior to the start of the Service subscription(s), provided the request for reimbursement is submitted within fourteen (14) days of ordering the Compliance Pro subscription. Payouts in a given jurisdiction are capped at the total value of subscription services ordered in that jurisdiction, which is calculated by dividing the value of the Compliance Pro subscription by the product of the total number of entities with Compliance Pro subscriptions multiplied by the total number of jurisdictions in which they are registered to operate; provided that the total amount reimbursed by Harbor Compliance across all jurisdictions shall not exceed $3,000.

Your Responsibilities as a Client

You are responsible for making all arrangements necessary for you to have access to our Website. You are responsible for ensuring that all people who access our Website through your Internet connection are aware of these Terms and that they comply with them. You acknowledge and agree that performance of the Services shall be dependent on the timely completion of your responsibilities and obligations under this Agreement and that additional fees may apply with respect to any modifications to standard documents or processes made by you or at your request. Notwithstanding anything to the contrary herein, you will be responsible for (a) the accuracy and completeness and the compliance, sufficiency, and effectiveness under applicable law of all data, documents, templates, or other information provided to Harbor Compliance or inputted into Harbor Compliance’s system by you, or otherwise modified by us or at your request, (b) the consequences of any instructions given by you to Harbor Compliance, (c) informing Harbor Compliance of any changes in your information, and (d) maintaining correct Account permissions and settings.

While rendering services, your timely responses to requests for information, signatures, documentation, and other materials are required for us to provide an effective service to you. Failure to return requested materials to us in a timely fashion can result in delays in providing service, loss of good standing, and additional filing fees.

When using the Website and/or ordering and using Services, you agree to abide by common standards of decency and act in accordance with the law. By way of example and not limitation, you agree not to: (a) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (b) Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; (c) Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; (d) Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Websites, Apps or Services, or another's computer; (e) Conduct or forward surveys, contests, pyramid schemes or chain letters; (f) Download any file posted by another user of a Website, App, or Service that you know, or reasonably should know, cannot be legally distributed in such manner; (g) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; (h) Violate any applicable laws or regulations; (i) Purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purpose; and (j) Misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.

Errors and Corrections

Harbor Compliance does not represent or warrant that the Website is error-free or free of viruses or other harmful components, or that defects will be remedied. Harbor Compliance does not warrant or represent that the information available on or through the Website will be correct, accurate, timely or otherwise reliable. Harbor Compliance may make improvements and/or changes to features, functionality, or content on the Website at any time. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or due to your downloading of any content from it, or on any Website linked to it except to the extent any resulting damage is caused by our gross negligence or willful misconduct.

You are responsible for configuring your information technology, computer programs, and platform in order to access our Website. You should use your own virus protection software.

You must not misuse our Website by knowingly introducing viruses, Trojans, worms, logic bombs, or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to our Website, the server on which our Website is stored, or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of-service attack.

Website and Forms Ownership

We own all right, title, and interest in and to the Website, all trademarks, trade dress, logos, graphics, and designs on the Website, and our Forms, and nothing in this Agreement can be construed as granting or conveying any such right, title, or interest to you. If we provide you with a Form, we will grant you a limited, personal, non-exclusive, non-transferable license to use the Form for your internal, business use, and to make modifications to the Form for such use. You agree that you will not (a) use, copy, re-publish, reproduce, resell, or redistribute any Form, except in accordance with the license we have granted to you under this Agreement, or (b) omit or remove any copyright notice from any Form.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use the Website strictly in accordance with the terms of this Agreement. As a condition of your use of the Website, you warrant to Harbor Compliance that you will not use the Website for any purpose that is unlawful or prohibited by the terms of this Agreement. You may not use the Website in any manner which could damage, disable, overburden, or impair the Website, or interfere with any other party's use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website. This license shall automatically terminate if you violate any of these restrictions, and Harbor Compliance may terminate the right, at any time, in its sole discretion.

All content included as part of the Website such as text, graphics, photos, videos, logos, marketing content, whitepapers, blog posts, webinars, images, as well as the compilation thereof, and any software used on the Website, is the property of Harbor Compliance or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Website.

Harbor Compliance content is not for resale. Your use of the Website does not entitle you to make any unauthorized use of any protected content, and you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your company’s or your personal use and will make no other use of the content without the express written permission of Harbor Compliance and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Harbor Compliance or our licensors except as expressly authorized by these Terms.

Linking to the Website

You may provide links to this Website provided you do so in a fair and legal way. You may not remove or obscure, by framing, mirroring or otherwise, any portion of the Website. You will discontinue providing links to the Website if requested by Harbor Compliance.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our homepage in any Website that is not owned by you.

We reserve the right to withdraw linking permission without notice.

Links to Third Party Websites

Our Website may contain links to other Websites (“Linked Websites”). The Linked Websites are not under the control of Harbor Compliance, and Harbor Compliance is not responsible for the contents or security of any Linked Website, including without limitation any link contained in a Linked Website, or any changes or updates to a linked website. Harbor Compliance is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Harbor Compliance of the Linked Website or any association with its operators.

Payments

Generally, we must receive payment from you prior to providing any Services that you order. In the event we invoice you for Services, the invoice will be due and payable within thirty (30) days of the invoice date. We accept payment by (a) credit card/debit card and recurring credit card/debit card, (b) cashier’s check, (c) business check, (d) personal check, (e) ACH, or (f) money order. We do not accept cash payments.

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 and will not have any control over 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 and will not have any 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 and will not store any of your credit card data.

Any payment you make by any check aside from a cashier’s check will not be effective until the check clears and the funds are posted to our account. If you pay for Services by check but the payment is not enough to fully pay for the Services you ordered, we may deposit the check without being deemed to have accepted the deposit as full and final payment for the Services. In such event, we will contact you and request that you promptly pay the difference owed, and you will be obligated to pay any such difference before we provide any Services. If you pay by check and the check is not fully honored by the bank against which the check is drawn, we will be entitled to charge you a $35 processing fee prior to rendering any Services.

We will be entitled to assess a late fee or an order processing fee on (a) any amount we have invoiced you and that you fail to pay on or before the due date, and (b) any amount at the discretion of Harbor Compliance. If you fail to pay any invoiced amount, or you obtain a credit card “chargeback” for any amount you have paid to us, you will pay all attorney fees and costs we incur in collecting the amount from you irrespective of whether or not we initiate an arbitration or legal proceeding against you.

Automatic Payments - Terms and Conditions

By enrolling in our recurring payment program, you authorize Harbor Compliance to initiate: (a) recurring automated clearing house (ACH) debit entries or debit or credit card payments from the checking or savings account you specify, or (b) recurring charges from your specified credit/debit card.

You agree to be bound by any rules your financial institution requires for pre-authorized electronic funds and transfers and/or your debit or credit card issuer requires for pre-authorized debit or credit card transactions. You are responsible for all fees charged by your financial institution associated with the pre-authorized payment option.

YOU HAVE THE RIGHT TO TERMINATE YOUR AUTHORIZATION AT ANY TIME ONLINE BY LOGGING INTO YOUR ACCOUNT AND TERMINATING AUTOMATIC PAYMENTS OR BY CALLING HARBOR COMPLIANCE AT 1-888-995-5895.

You must update all changes to your checking/savings account or credit/debit information by logging into your account and making the changes. If you do not update your checking/savings account or credit/debit card information and Harbor Compliance is unable to charge your credit card or withdraw funds from your debit card, checking account, or savings account for the amount due on your Harbor Compliance account, you may be subject to applicable late fees, and any fees or charges assessed by your financial institution.

HARBOR COMPLIANCE SHALL BEAR NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OF ANY KIND THAT YOU MAY INCUR FOR ANY DELAY IN THE ACTUAL DATE ON WHICH YOUR ACCOUNT IS DEBITED OR YOUR CREDIT CARD IS CHARGED.

Harbor Compliance reserves the right to change these terms and terminate this Program at any time. These terms do not in any way terminate, amend, or modify other terms, agreements or policies that apply to your Harbor Compliance account or any services you receive or other agreements you may have with Harbor Compliance.

Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND HOLD US AND OUR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS HARMLESS FROM AND AGAINST, AND WILL PAY TO EACH OF THE FOREGOING THE AMOUNT OF, ANY LOSS, LIABILITY, DAMAGE, OR EXPENSE (INCLUDING, BUT IN NO WAY LIMITED TO, REASONABLE ATTORNEY’S FEES) INCURRED, WHETHER OR NOT ARISING FROM A THIRD-PARTY CLAIM, THAT ARISES FROM OR RELATES TO ANY CLAIM OF ANY NATURE (WHETHER SOUNDING IN CONTRACT, NEGLIGENCE, OR OTHERWISE) INVOLVING YOUR BREACH OF THIS AGREEMENT, VIOLATION OF LAW, OR WILLFUL MISCONDUCT, RECKLESSNESS, NEGLIGENCE, ERROR, OMISSION, ACTION, OR INACTION. FURTHERMORE, YOU EXPRESSLY AGREE THAT OUR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS ARE THIRD-PARTY BENEFICIARIES OF YOUR OBLIGATION TO INDEMNIFY.

Unforeseen Events

We will not be in violation of this Agreement to the extent we are unable to provide the Website or Services due to any act of God, natural disaster, casualty, accident, shortage of labor or materials, Website interruption or computer system failure, act of government, law, rule, or regulation, act of terrorism, or similar type of event or occurrence beyond our control.

No Class Actions

UNDER NO CIRCUMSTANCES WILL YOU HAVE ANY RIGHT OR AUTHORITY TO BRING OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR ARBITRATION FILED AGAINST OR INVOLVING US.

Arbitration

(a) What is Arbitration? “Arbitration” is a dispute resolution process that is less formal than a traditional court proceeding, is guided by a neutral arbitrator as opposed to a judge or jury, and allows for limited factual discovery as compared to a court proceeding. Typically, arbitration awards are subject to very limited review by courts.

(b) The Arbitration Agreement. By entering into this Agreement, you are expressly agreeing that any dispute or conflict of any nature that arises between you and us will be resolved in binding arbitration. AS A RESULT OF ENTERING INTO THIS AGREEMENT, YOU ARE FOREVER WAIVING (I) YOUR RIGHT OR AUTHORITY TO BRING OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR ARBITRATION FILED AGAINST US, AND (II) YOUR RIGHT TO HAVE ANY CLAIM YOU HAVE AGAINST US DECIDED BY A JURY.

(c) Initiating Arbitration Against Us. If you have a claim against us, you may initiate arbitration against us by sending a written notice addressed as follows:

Harbor Compliance
Attn – Arbitration Notice
1830 Colonial Village Lane
Lancaster, PA 17601

However, such notice will only be effective if it (i) is sent by certified mail, (ii) includes a description of the nature and basis of the claim or dispute, and (iii) specifies the relief (whether monetary or otherwise) that you are seeking from us, i.e. your “Demand,” and the dollar value of such relief if you are seeking monetary relief.

(d) Arbitration Fees and Process. Regardless of the value of your Demand, we will equally split with you the initial arbitration filing fee for any arbitration you initiate, subject to the provisions set forth herein regarding reimbursement. For any arbitration that we initiate against you, we will pay the entire initial arbitration filing fee and will not be entitled to any reimbursement from you regardless of the outcome of the arbitration.

Any arbitration under this Agreement will be administered by the American Arbitration Association under its Consumer Arbitration Rules (the “Rules”) by a single arbitrator who is appointed in accordance with the Rules. You may obtain a copy of the Rules at www.adr.org or by calling 1-800-778-7879.

To the extent the Rules allow, you will have the choice to have the arbitrator decide your claim (i) solely on the basis of documents submitted to the arbitrator, (ii) after a hearing conducted by telephone, or (iii) after a live, in-person hearing is conducted. After you have chosen how the arbitrator will decide your claim, and assuming you have elected to have the arbitrator decide your claim after either a telephone or live, in-person hearing, we will have the option to participate solely by submitting documents or by telephone, and we will promptly notify the arbitrator of our choice in that regard. If you, or both you and we, have indicated a preference for, or the Rules otherwise require, a live, in-person hearing, the arbitrator will determine the location at which the arbitration hearing will take place per the following guidelines: (i) If you have requested, or the Rules require, a live, in-person hearing, but the Rules allow us to, and we have indicated we will, participate by submitting documents or by telephone, then the arbitrator will conduct the arbitration hearing at a specific location of his choice in the county (or parish) where you are domiciled; (ii) If you have requested a live, in-person hearing and the Rules require us to, or we have indicated we will, attend the hearing, then the arbitrator will conduct the arbitration hearing at a specific location of his choice in Lancaster County, Pennsylvania.

If the arbitrator does not award you your full Demand, then we will not be responsible for reimbursing you for arbitration filing fees and the arbitrator will allocate his fees as he deems appropriate, taking into consideration the Rules and the outcome of the arbitration. If, however, an arbitrator awards you your full Demand, then (i) we will reimburse you for the arbitration filing fee you paid, and (ii) the arbitrator may order us to pay some or all of his fees if he deems it appropriate to do so because the value of your Demand is very low relative to the share of the arbitrator’s fees you would otherwise have to pay.

(e) Governing Law and Arbitrator Jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of all arbitration provisions in this Agreement. Any arbitrator selected under the Rules to administer an arbitration under this Agreement will have sole and exclusive jurisdiction to determine the scope, enforceability, and interpretation of the arbitration provisions in this Agreement.

Termination of Our Relationship with You

We may refuse to provide Services or enter into a relationship with anyone at any time, including you. If we enter into a relationship with you, we may terminate that relationship at any time if (a) you fail to pay an invoice for Services in a timely fashion, (b) you fail to honor your obligations under this Agreement, (c) you make any attempt to or do in fact use the Website or the Services in any way that could damage or impair our networks or servers, (d) you make any attempt to or do in fact gain unauthorized access to the secure login or otherwise misuse the Website in any way, (e) we learn or suspect that you are attempting to or have used the Website, any of the Services, or any of the Forms to further an unlawful objective, (f) we learn or suspect an unauthorized user is using your account with us, (g) we choose to do so for any reason or no reason at all, or (h) if the other Party seeks protection or commences any action under applicable bankruptcy laws or similar laws regarding insolvency or relief for debtor. If we terminate our relationship with you, we will promptly refund the amounts you paid for the Services minus compensation for any Services we have performed prior to your cancellation, any filing fees we paid on your behalf in performing those Services, and a reasonable processing fee. Harbor Compliance may terminate this Agreement at any time if legally required or upon belief of Client’s illegal or improper use of the Services.

Effect of Termination. In the event of any such termination, (i) Client will pay Harbor Compliance for (a) Services provided under this Agreement to Client up through the date of termination and (b) Services that Harbor Compliance is legally required to provide to Client following termination, (ii) with respect to Registered Agent Services, Client shall also pay all fees in connection with the removal of our local registered agent information from the records of applicable government agencies, and (iii) all rights (including any access and use rights and licenses) granted to Client by Harbor Compliance under this Agreement related to the terminated Services shall be terminated.

Billing and Cancellation of Registered Agent Services. Registered agent service is billed on an annual basis, unless you have negotiated a longer subscription term. We provide electronic notices of renewals and secure online payment of invoices, and typically provide notice of ninety (90) days prior to the invoice due date. Generally, the appointment and maintenance of a registered agent is required by statute. As long as our local office information is listed on public records, we are considered to be providing Service. To cancel your Registered Agent Service, prior to the due date of your invoice, you must show us that you have (a) changed your registered agent with the state, (b) have 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, our information must not be listed on state records, and you may be subject to paying outstanding invoices and applicable late fees.

Injunctive Relief

In the event you breach or threaten to breach this Agreement, the damage or imminent damage to our value and goodwill cannot be calculated, and therefore any remedy at law or in damages shall be inadequate. Accordingly, you agree that we are entitled to injunctive relief against you in the event of a breach or threatened breach, in addition to any other relief available to us.

Governing Law

The Website is controlled, operated and administered by Harbor Compliance from our offices within the USA. The terms of this Website and any claims related to this Website, except as required under applicable United States Federal law, shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions. Any action arising out of or relating to these the terms of this Agreement or Privacy Policy shall be filed only in state or federal courts located in or sitting over Lancaster County, Pennsylvania, and you hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.

The Website is not designed for use outside of the United States or to be compliant with the laws of any non-U.S. nation. If you access the Website from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Harbor Compliance content accessed through the Website in any country or in any manner prohibited by any applicable laws, restrictions or regulations. By entering into this Agreement, you and we expressly disclaim the United Nations Convention on Contracts for the International Sale of Goods. As a result, the United Nations Convention on Contracts for the International Sale of Goods will not govern or have any application to the interpretation of this Agreement, any dispute arising from or related to this Agreement, or the relationship between you and us.

Assignment

You may not assign any contract or order without our prior written consent. In no event shall any permitted assignment relieve you of your obligation to pay and other obligations under this Agreement, but we reserve the right to seek payment and recovery from any lawful assignee or the person or entity which has assumed your assets or business.

Attorneys’ Fees

You agree that in the event of any legal action brought by or against Harbor Compliance, the non-prevailing party shall pay to the prevailing party all costs and expenses incurred in connection with such action, including but not limited to attorneys’ fees, lien fees, court costs and any other costs of litigation or collection proceedings.

Integration

This Agreement, along with our Privacy Policy in the form it exists as of the time at which you purchase a particular Service, will constitute the entire contract between us and you relating to that Service and the Website, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Harbor Compliance.

A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

No Waiver

No delay on our behalf in exercising, or any failure by us to exercise, any right or remedy available to us under this Agreement will be construed as a waiver unless reduced to writing and signed by us.

Severability

If any provision of this Agreement is held invalid or unenforceable by any court or arbitrator of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not specifically held invalid or unenforceable.

Successors and Assigns

This Agreement is binding on your successors, assigns, heirs, legal representatives, and personal representatives. This Agreement is binding on our successors and assigns.

No Third-Party Beneficiaries

Except as otherwise expressly provided in this Agreement, there are no third-party beneficiaries of the Agreement.

Rules for Interpreting this Agreement

In construing this Agreement, the following rules apply: (a) The headings used in this Agreement are for ease of reference only, and cannot be used to construe the Agreement; (b) The singular includes the plural and the plural includes the singular; and (c) Common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular, and plural.