Last updated: 2014-05-12
This agreement will reference certain defined words throughout. For words that remain undefined, or for definitions found to be unclear or insufficient, the words shall be defined by the generally accepted and reasonable use, applicable to the context in which they are applied. Those words in singular tense shall be deemed to mean and include, interchangeably as the context permits, the plural tense, and vice-versa.
- “Harbor Compliance” – Harbor Business Compliance Corporation, a Pennsylvania corporation.
- “Electronic Signature” – a form of signature indicating a person‘s execution and/or subscription to the document being signed as it were signed on hard (paper) copy. In most cases, an electronic signature consists of typing the Client‘s complete name and title into a form field prescribed for such purposes. In all cases related to the Services, an Electronic Signature by the Client constitutes a valid and binding execution of the document in question.
- “Entity” – a legal business entity, newly formed or registered to conduct business in the State of its domicile, for which a Service is being ordered or for which the Service benefits.
- “Services” – all services and products supplied by Harbor Compliance.
- “State” – means the applicable state, as well as their regulatory agencies and divisions, as applicable to the context in which it applies.
- “Client” – you, your Entity, and/or any other middle or end user of the Services.
- “Website” – www.HarborCompliance.com, its content and its sub-domains.
- “Our” – Harbor Business Compliance Corporation and its affiliates, partners, contractors, and subsidiaries
- “Your” – you, your Entity, and/or any other middle or end user of the Services.
I. General Terms of Services
- Obligations of Harbor Compliance. An order placed by Client for Services does not bind Harbor Compliance to perform those Services. Harbor Compliance may, at any time, decline to fulfill any or all of the ordered Services, for any reason, with notice, but without explanation, to the Client. In such cases, Harbor Compliance will provide a refund to the client per the Payment & Refund Policies. The obligations of Harbor Compliance extend only to the explicitly advertised Services for which the Client places an order, as well as obligations defined herein. Additional Services are not implied, nor should be assumed as included, in any order for Services. Because the Service descriptions found throughout the Website and other materials produced by Harbor Compliance are explicitly clear in their instruction and nature, any ambiguity as to the obligations of Harbor Compliance to the Client shall always be construed in favor of Harbor Compliance. Harbor Compliance shall have no obligations to the user other than those described herein, and those required by law and good faith. The use of Harbor Compliance‘s Services does not constitute any relation to the Client except as to perform the specific duties Harbor Compliance agrees to. Harbor Compliance does not own the business entities it represents and Harbor Compliance does not have any financial or interests otherwise in those entities. Without limiting the former, Harbor Compliance shall be under no obligation to, and thus shall not be responsible for failing to:
- Verify the accuracy of information provided by Client.
- Verify the authenticity of Client, Client‘s representations, or Client‘s authority to act on behalf of any company, entity, or person Client claims to represent.
- Verify the legality of Client‘s business, products, or services. Harbor Compliance is not responsible or liable for unlawful practice of a Client or its involvement in fraud or illegal practices. All service of Harbor Compliance are provided with the expectation that the Client will use them in a prudent and legal manner.
- Add provisions to a Client‘s formation documents or suggest that additional provisions or information be included on the Client‘s documents other than the information provided by Client.
- Obligations of Client. Conditions precedent of the fulfilment of orders for Services are as follows:
- Client shall complete forms, and/or supply information necessary to the Service, as determined by Harbor Compliance.
- Information provided by Client to Harbor Compliance must be true and accurate to the best of Client‘s knowledge and ability.
- Client shall execute such documents as are deemed necessary by Harbor Compliance.
- Client shall make, in advance of all Services, payment upon request by Harbor Compliance.
- By ordering any Service, Client grants Harbor Compliance an irrevocable license to execute such documents, including by Electronic Signature, as are necessary and appropriate for the ordered Service, on behalf of Client and/or those entities or persons Client represents.
- Client is responsible for promptly responding to requests for input, information, review of documents, and signatures from Harbor Compliance. If Client fails to provide Harbor Compliance with the requested information to complete the service within a period of 60 days, updates are typically required as Client information, government forms and processes, and other data changes. Client acknowledges that completing a service beyond a period of 60 days results in a fee of $150.
- Client and Entity are responsible for requesting additional provisions to be included on the entity registration documents, request applications for state taxes, requesting tax account registrations, and initiate other business registrations that may be required to be submitted for the Entity. Harbor Compliance is not liable for any failures of the Company to i) apply for required tax account(s) or submit required business registration(s); ii) file timely tax return(s); iii) remit appropriate tax payment(s); iv) comply with federal, state, or local regulations; or v) act lawfully or comply with the law generally. Harbor Compliance solely provides filing services that are specifically ordered and paid for by the Client.
- Client agrees that the service Harbor Compliance provides is for lawful purposes only and any unlawful purposes are expressly forbidden.
- Client authorizes Harbor Compliance to file additional forms as may be necessary to complete the Service, to communicate with government agencies regarding these filings, and to receive information from the government on behalf of the Client or Entity.
- Harbor Compliance is not a law or accounting firm and does not provide legal, tax, or financial advice or services. Neither Harbor Compliance nor any of its representatives, contractors, employees, or subsidiaries provide legal, financial, or tax advice. Harbor Compliance is a service company that provides business and nonprofit formation, registered agent, and various corporate filing services. Harbor Compliance does not review information provided by Client for legal sufficiency or completeness. At no time will Harbor Compliance review Client information for legal sufficiency, draw legal conclusions, or apply the law to the specific situation of a Client or Entity. Harbor Compliance provides information on the Website for reference purposes only. No statements contained in the Website or statements made by anyone connected with Harbor Compliance should be construed as legal advice specific to the Client's situation. None of Harbor Compliance's services are a substitute for legal or tax advice. Any information on specific statutes, forms, or requirements are subject to change and Client should always review the same on their own for final interpretation. Harbor Compliance is in no way related or affiliated with any government body or agency. Harbor Compliance helps a client submit corporate filings to government agencies. No Client is required to use Harbor Compliance to submit corporate filings or provide registered agent services. Corporate filings can be submitted by a company or organization itself.
- Terms of specific services. When a Client purchases a service, whether standalone or part of a package or bundle of services, Client agrees to the specific terms of any and all services purchased. The specific terms are listed below.
- Business Formation Service – Harbor Compliance does not sign formation documents on behalf of a business with few exceptions. In such exceptional cases, for LLC formations, Client authorizes Harbor Compliance or its representative to act as an organizer of the LLC but agrees that neither Harbor Compliance nor its representative are a member, manager, or other interested party. Neither Harbor Compliance nor its representative have any liability or responsibility to the entity other than submitting the LLC formation documents to the appropriate government agency. Client and Entity agrees to sign a resolution attesting to the resignation of the organizer effective immediately upon the approval of the formation documents by the state. For incorporations (C-Corps, S-Corps, Professional Corporations, and any other types of corporations), Client authorizes Harbor Compliance or its representative to act as an incorporator of the corporation but agrees that neither Harbor Compliance nor its representative are a shareholder, director, trustee, officer, or other interested party. Neither Harbor Compliance nor its representative have any liability or responsibility to the entity other than submitting the incorporation documents to the appropriate government agency. Client and Entity agrees to sign a resolution attesting to the resignation of the incorporator effective immediately upon the approval of the formation documents by the state.
- Nonprofit Formation Service – Harbor Compliance does not sign formation documents on behalf of a nonprofit with few exceptions. In such exceptional cases, Client authorizes Harbor Compliance or its representative to act as an incorporator of the nonprofit corporation but agrees that neither Harbor Compliance nor its representative are a director, trustee, officer, or other interested party. Neither Harbor Compliance nor its representative have any liability or responsibility to the entity other than submitting the incorporation documents to the appropriate government agency. Client and Entity agrees to sign a resolution attesting to the resignation of the incorporator effective immediately upon the approval of the formation documents by the state.
- ComplianceAdviser service – A service for businesses and nonprofits in which Harbor Compliance provides general education and support as the Client maintains good standing with the department of state and various government agencies. This service can be customized by each Client to include the services desired but typically includes one-on-one consulting and support for understanding general filing and records keeping procedures. In no way should it be construed that this service ensures an entity will be compliant with government regulations or laws nor that it ensures an entity will be free from liability or legal risk. Ultimately it is the responsibility of the Client to maintain compliance and good standing. Harbor Compliance does not guarantee any outcome from this service and the Client is encouraged to see counsel for help with any legal, tax, or financial matters.
- 501(c) Application Service – Harbor Compliance will assist in the preparation of IRS form 1023 or 1024 to apply for a Federal tax exemption and assist in any necessary follow up work with the IRS to successfully obtain the tax exemption. Harbor Compliance helps prepare the application and compile the required supplementary documents. It is the responsibility of the client to provide information about the organization including its mission statement, narrative description of activities, listing of officers and directors, financial data, plus various other information requested by Harbor Compliance. Harbor Compliance will compile the application packet using the information provided and the Entity will file the application with the IRS along with the appropriate user fee. Harbor Compliance does not guarantee the time it takes to ultimately get a determination letter from the IRS due to the myriad of factors out of the control of Harbor Compliance or the organization. If the organizing document of the Entity does not contain the provisions required by the IRS or if the corporate purpose may not or will not be accepted by the IRS, the organizing document will need to be amended for an added fee. In certain cases, an added fee may be necessary to cover the added work and complexity involved in preparing additional schedules to the 1023/1024 application or providing substantial additional information that is required. Private foundations, churches, organizations operating internationally, and scholarship organizations are the most common examples. 501(c) application services are for Federal tax exemptions only. State tax exemptions may also be required and are a separate service for a fee.
- Registered Agent – Registered Agent is a service provided by Harbor Compliance to act as a statutory registered agent on behalf of an entity. A registered agent is also sometimes called a resident agent, statutory agent, Commercial Registered Office Provider, CROP, registered office provider, or other names. Client is responsible for providing Harbor Compliance with complete and up-to-date company name(s). If Client uses any fictitious names or DBAs, it is the responsibility of the Client to provide those names to Harbor Compliance. Harbor Compliance is not responsible for rejecting service of process, government notices, mail, or other documents for business names that Client has not provided to Harbor Compliance. Harbor Compliance is not responsible for forwarding or providing notice to Client of the receipt of any such documents or mail under a name that Client has not provided to Harbor Compliance. It is the responsibility of the Client to immediately update Harbor Compliance with any changes to the company name, addition of any fictitious names or DBAs, the merger or acquisition of the company, or any other actions that would cause the company name to be different to the one originally provided. Harbor Compliance‘s Registered Agent services are limited to the receipt and forwarding of items covered under the state statutes. Harbor Compliance will forward service of process or any other documents by uploading them to your online portal. If documents are too long to scan and upload, Harbor Compliance will scan the first few pages and forward those documents by regular mail. Harbor Compliance has no obligation to receive or forward any items if Client stops using Harbor Compliance‘s services or fails to complete payment for those services. Harbor Compliance has no obligation to receive or forward items on behalf of an entity that has not contracted with Harbor Compliance and paid the service fee. Harbor Compliance assumes no liability for items received for an entity that had not contracted with Harbor Compliance. It is the responsibility of the Client to keep Harbor Compliance updated of any changes to the address, telephone number, contact information, email address, or persons authorized to receive notifications or communications from Harbor Compliance. Client authorizes Harbor Compliance to open its mail and documents. Harbor Compliance is not responsible and cannot be held liable for failure of the Client to receive a lawsuit or other document if Client changes its address or contact information without timely notifying Harbor Compliance. Harbor Compliance is in no way responsible or liable in whole or part for any lawsuit or claim brought against Client. Client agrees to indemnify and hold harmless Harbor Compliance for any and all claims brought against Harbor Compliance. Client is prohibited from assigning any cause of action or remedy to Harbor Compliance. Registered Agent service authorizes Client to use Harbor Compliance's information including its address only as required by the state. Client is not authorized to use Harbor Compliance‘s address without Harbor Compliance‘s express written consent. Harbor Compliance does not provide virtual mailbox services and reserves the right to refuse to receive or forward regular mail sent to Harbor Compliance‘s address. Unauthorized use of Harbor Compliance‘s address may result in termination or a forwarding fee of $25 per piece.
- EIN – Client authorizes Harbor Compliance to apply for Client‘s Employer Identification Number with the Internal Revenue Service. Client appoints Harbor Compliance as a Third Party Designee (TPD) to apply for the EIN, receive the EIN, and answer any questions about the completion of the EIN application.
- Charitable Solicitation Registration or Renewal – This service is also referred to as Fundraising Registration or Renewal. Harbor Compliance will prepare and file the paperwork with the applicable state government agency or agencies to register or renewal a charity to raise funds and solicit donations in the specific state or states in which the service is ordered.
- Customized Operating Agreement or Customized Bylaws – Client understands that these document templates are intended to be used as a sample or model only. Some of the information provided in these templates may or may not fit the needs of a specific business or organization and should be used only as an example. Use of these templates should not be construed as legal counsel or the substitute for advice of an attorney. These documents should be carefully reviewed by all parties involved and reviewed as necessary with an attorney and accountant. Only an attorney specializing in the laws of the state can produce a fully customized agreement or bylaws. Client agrees that Harbor Compliance assumes no liability for the agreement or its content.
- State Tax ID – It is the responsibility of the Client to inform Harbor Compliance of the appropriate taxes for which it will register or apply, such as sales tax or employer withholding tax. Harbor Compliance will not determine the tax liabilities or requirements of the Client or Entity. Client must inform Harbor Compliance of all taxes for which it will register prior to requesting that Harbor Compliance submit the tax application or registration documents. Harbor Compliance will prepare and submit the registrations for the taxes Client specifies.
- Use of electronic signature. Client consents to the use of its electronic signatures by Harbor Compliance for the sole purpose of submitting filings per the order to the applicable government agencies. Harbor Compliance may submit filings online and apply the electronic signature of the client on its behalf.
- Client has the authority to authorize Harbor Compliance to prepare a submit filings on behalf of the Client or the Entity per the order with Federal, state, and local government agencies pursuant to the governing documents of the Entity and/or the laws of the state(s). Harbor Compliance will use the information provided by the Client at the specific direction of the Client. It is the responsibility of the Client to review each filing for accuracy, sufficiency, and completeness prior to Harbor Compliance submitting that filing. Client authorizes Harbor Compliance to communicate with government agencies regarding the filings Harbor Compliance submits, and to receive information from the government on behalf of the Entity as such actions are included in the services purchased.
II. Payment & Refund Policies
Payment for Services must be made in advance of the Services being formed by Harbor Compliance, except as provided in this section below or at the sole discretion of Harbor Compliance. All payments for Services are non-refundable, except as provided in this section, below.
- Payments past due. All past due accounts are subject to all late fees, collection fees, and/or legal fees at the sole discretion of Harbor Compliance.
- Payments Made Online. Payments made through the Website are processed by CyberSource (Authorize.net), a third party credit card transaction provider. Payments made on the Website using a credit card constitute consent to the terms and conditions of CyberSource.
- Timeline for Charges. Upon completing checkout with Cybersource, Client‘s credit card will be charged for the total amount due. Client understands that the payment will be processed before any Service is completed or any evidence of Service is emailed or shipped to Client.
- Security Review. Certain transactions may be subject to a holding period or security review imposed by CyberSource. Harbor Compliance does not have access to information regarding any security review conducted by CyberSource. Harbor Compliance cannot commence any Service until such hold has been released. Questions regarding the authorization process should be directed to CyberSource.
- Declined Transactions. Harbor Compliance has no access to information as to any declined transaction. Please contact the credit card‘s issuing bank for questions concerning a declined transaction.
- Storage of Credit Card Data. Harbor Compliance does not have access to the credit card data the Client supplies during checkout. As such, Harbor Compliance cannot be held responsible for a breach of security resulting in the dissemination of any credit card data by any third party.
- Billing Disputes. Harbor Compliance cannot control the speed, accuracy, or outcome of billing disputes involving CyberSource. To the extent that Harbor Compliance can reverse a charge to a Client‘s credit card, Harbor Compliance will only take such action in accordance with the refund policies herein.
- Credit Card Transaction Fees. Except where posted, quotes prices are deemed to include credit card transaction fees assessed by CyberSource. Client should contact their credit card issuing bank regarding other charges on their statements.
- Wrongfully Disputed Charges. If Harbor Compliance must defend a charge due to a wrongfully disputed charge by the Client, Harbor Compliance reserves the right to bill user for the greater of: (1) $150, or (2) evidenced costs incurred by Harbor Compliance as a result of the erroneous dispute.
- Payments by Mail. Harbor Compliance cannot accept payments by mail with cash. Personal or business checks, money orders, and cashier‘s checks can be accepted by mail. Client should use a trackable method of submitted payments by mail, as Harbor Compliance is not responsible for payments lost in the mail.
- Waiting Period. Harbor Compliance reserves the right to withhold performing Services until deposited checks have cleared.
- NSF Charges. Client agrees to pay Harbor Compliance $25 per incident for each bounced or returned check made by Client to Harbor Compliance.
- Mismatching Payment Amounts. Harbor Compliance reserves the right to handle underpayment, or overpayment, of any invoice, by any method, on a case by case basis. Harbor Compliance will select the method for returning superfluous funds. Harbor Compliance will select the billing method for obtaining funds to make-up an underpayment of any invoice. For security reasons, Harbor Compliance will deposit each and every check received. As such, Harbor Compliance may deposit any overpayment or underpayment without such deposit being deemed an acceptance of the payment amount as adequate, correct, or sufficient, for ordered Services. Harbor Compliance will notify Client of the course of action for settling and underpayment of overpayment. Such notification may include a deadline for action before the funds are forfeited to Harbor Compliance by Client.
- Payments by Cash. Harbor Compliance cannot accept any form of payment by cash.
- Discounts and Coupons. From time to time, Harbor Compliance may release to Client (directly or through advertising) discounted rates or coupon codes. Any discount is subject to its individual expiration date and conditions. Discounts or coupons may only be redeemed by the intended party, and are not transferable. Discounts or coupons have no cash value. Discounts or coupons without expiration dates are deemed to expire 30 days from the date of issuance. Discounts or coupons may be subject to limited numbers or availability, sometimes determined on a first-come, first-served, basis. Inquiries regarding the eligibility of certain Service orders in conjunction with a discount or coupon should be made prior to ordering.
- Refund on Declined Services. If a Client fails to follow acceptable practices or standards for businesses or nonprofits, Harbor Compliance may decline to provide a service or services to a Client. Harbor Compliance will provide a refund to the Client minus reasonable processing fees.
- Refund on Filing Fees. Restrictions in place by filing agencies prohibit refunds for filing fees paid. Any filing fees Harbor Compliance remits on behalf of a Client are non-refundable. Filing fees that have not yet been remitted on behalf of a Client may be refunded per the Mode of Refund policy listed below.
- Mode of Refund. Refunds may be made in a form selected by Harbor Compliance, and/or as required by law or third party agreements. Harbor Compliance will subtract reasonable processing fees from refunds.
- Reasonable Time Period. Applicable to all refunds described herein, no refund shall be 90 days or greater after the date of payment.
III. Liability & Notices
- Liability of Service. Harbor Compliance‘s liability extends only to those undertakings specifically listed at the sale of each Service, subject to these Terms. Client and Entity release Harbor Compliance from any other liability, however arising. Notwithstanding, the former, Harbor Compliance‘s liability to any one Client and/or one Entity shall never exceed the amount paid for the Services.
- Liability of Information. Harbor Compliance shall not be held liable by Client or Entity for any errors by Client or Entity in regards to the supplied information. Harbor Compliance‘s liability for errors of information in filing extends only to the costs of Harbor Compliance to correct such errors within a reasonable time period once notified by Client or Entity. Harbor Compliance is not liable for any other costs or damaged to Client or Entity as a result of errors of information. Notwithstanding, the former, Harbor Compliance‘s liability to any one Client and/or one Entity shall never exceed the amount paid for the Services.
- Defense and Indemnification. Client and Entity agree to defend and indemnify Harbor Compliance against any suits or actions arising from (1) performance of the Services as requested by the Client, (2) third party claims against Harbor Compliance, as a result of the information supplied by Client, or (3) representations as to Client‘s, Entity‘s, or a third party‘s authority to execute documents, or grant Harbor Compliance permission to execute documents on their behalf.
- Construction and Interpretation
- Addendums. The Terms may be supplemented by addendums labeled as such. Such addendums shall add to, modify, or supplement, but never replace, these Terms.
- Validity. Should any section of the Terms be deemed invalid, illegal, or unenforceable, the remainder Terms shall remain in effect.
- Section Titles. Section titles are intended for ease of navigation of the Terms, and are not intended to add or alter any meaning of any section of the Terms.
- Amendments. The Terms may be amended from time to time by Harbor Compliance. Services are subject to the Terms in the form at which they may be found by the Client at the time of ordering, or if applicable, re-ordering, the Services. Harbor Compliance shall have no obligation to notify Client of changes to the Terms.
- Choice of Law. The Terms shall be construed in accordance with the laws of the State of Pennsylvania, and then, where applicable, the laws of the United States of America.
- Disputes. Disputes arising from Client‘s use of Services, business with Harbor Compliance, or this agreement, shall be resolved by binding arbitration in the county of Lancaster, Pennsylvania; and where binding arbitration is prohibited, in the circuit court in and for Lancaster County, Pennsylvania.