Last updated: 2015-06-11
Background. The terms “we,” “us,” and “our” refer to Harbor Business Compliance Corporation. All services that we provide or that are offered through the “Website” (as that term is defined below) 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.
This Agreement limits your rights and remedies in the event you have a dispute or disagreement with us. Accordingly, you should read the Sections of this Agreement entitled “Your Obligation to Indemnify Us,” “Our Warranty and Disclaimer,” “Our Limit of Liability,” “No Class Actions,” and “The Agreement Between You and Us to Arbitrate Disputes” with great care.
If you have ordered Services from us prior to June 5, 2015 (the “Posting Date”) and you use the Website or order any Services after the Positing Date, then this Agreement as it exists on the Posting Date will govern each and every claim you raise against us after the Posting Date regardless of whether or not the claim arose from facts or circumstances existing prior to the Posting Date or Services rendered prior to the Posting Date.
This Agreement is subject to change at any time and in any manner at our sole and absolute discretion. Accordingly, you should review the Agreement from time to time. At minimum, you should review the Agreement each time before you order Services. Regardless of whether or not you periodically review this Agreement, the terms and conditions of the Agreement existing at the time you order a particular Service will govern our provision and delivery of that Service to you.
We will not be in violation of this Agreement to the extent we are unable to provide 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.
1. Nature of the Services and Our Relationship with You. We offer organizational and compliance Services for profit and non-profit businesses. We are not a lawyer or law firm, accountant or accounting firm, or investment advisor or 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 in no way creates any lawyer-client, tax advisor-client, or financial advisor-client relationship between us and you. 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.
Per the specific directions provided by our Clients, we offer the following general categories of Services: (a) the filing of paperwork and other forms necessary to organize businesses using the information provided by clients, (b) the filing of paperwork and other forms necessary to assist businesses with ongoing compliance using information provided by clients, and (c) retrieval of documents and forms that establish the legal existence and status of businesses. 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.”
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 that you order, (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.
If you order certain types of Services, we may refer you to an independent contractor to provide you with those Services. If you do work with an independent contractor that we refer you to, the terms and conditions in this paragraph will apply. Under no circumstances will we 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) any such advice will be solely 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 any Services or advice that the independent contractor provides to you 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 an independent contractor that we refer you to in the event the independent contractor commits an error or omission. If you work with an independent contractor that we refer you to, that independent contractor may or may not have agreements, terms and conditions, and contractual provisions that it will require you to agree to.
2. The Information and Directives You Provide Dictate the Quality and Accuracy of Our Services to You. 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, 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.
Under this Agreement, your responsibilities include (but are not limited to) the following: (a) You will provide all information and directives to ensure the Services you order are provided in the manner you want them to be provided in. (b) All information and directives that you provide will be accurate and correct to the best of your knowledge. (c) You will not ask that any document be created or filed that contains information that violates anyone’s intellectual property rights. (d) You will not provide any information that you deem proprietary or confidential. (e) You will not ask that any document be created or filed that contains matter or information that is, or could reasonably be considered, defamatory, libelous, hateful, racially or religiously biased or offensive, obscene, pornographic, unlawful, abusive, or threatening or contains any matter or information that would in any way advocate for or encourage illegal or harmful conduct. (f) You will promptly respond to any request for additional input, information, or document signatures.
3. We Own the Website and Our Forms. 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 are granting you a limited, personal, non-exclusive, non-transferrable 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, republish, reproduce, re-sell, 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.
4. How You Make Payment. 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, (b) cashier’s check, (c) business check, (d) personal check, or (e) 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 $25 processing fee prior to rendering any Services.
We will be entitled to assess a late fee on (a) any amount we have invoiced to you and that you fail to pay on or before the due date, and (b) any amount that you paid by credit card for Services, but which is later refunded to you by a credit card issuer or third-party credit card processor (i.e., a credit card “chargeback”). 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.
5. Certain Specific Services That We Offer.
(a) Organizational Services. In the course of rendering certain Services, it is possible that we may act as incorporator for a corporation that we organize at your direction or as an organizer of a limited liability company that we organize at your direction. If we do choose to act as an incorporator or organizer for you, it will be at our sole and absolute discretion per conditions we impose at our sole and absolute discretion. If we act as an incorporator or organizer, you agree that such action (i) in no way makes us a shareholder, member, director, manager, officer, employee, agent, representative, or affiliate of the corporation or, as the case may be, limited liability company, and (ii) our resignation as incorporator or, as the case may be, organizer will be effective immediately upon organization of the underlying entity and we will not be required to provide any notice to you to make any such resignation final or effective.
(b) Registered Agency. In the event you ask us to act as a registered agent for an entity, you will be responsible to provide us with (i) the full and accurate legal name of the entity, (ii) the full and accurate fictitious names that the entity does business under in the jurisdiction in which you are asking us to serve as registered agent on behalf of the entity, (iii) prompt notice of any changes to the name of the entity or the fictitious names, and (iv) 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. We are not in any way responsible to forward any service of process, document, notice, or communication directed, addressed to, or received under a name that you have not provided us with. You specifically authorize us to open any mail that is addressed to (i) any entity for which we are acting as a registered agent at your request, and (ii) any fictitious name that you have provided us with for that entity.
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 department of state for 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, or other communications we receive as a result of our address being provided to a third-party other than a department of state.
If we terminate our relationship with you or you terminate your relationship with us, we will not be responsible to forward anything (including, but in no way limited to, service of process) to you or any of your designees after the effective date of termination. (c) Ongoing Compliance. We provide various Services to assist businesses and nonprofits with ongoing compliance. However, if we provide you with a reminder that a compliance step is required, we will not provide the Services necessary to complete that compliance step unless and until you order those Services. Thus, you should in no way assume that if we provide you a compliance reminder, we have performed the Services necessary to ensure the compliance step is complete.
6. Your Obligation to Indemnify Us. 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 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.
7. Our Warranty and Disclaimer. Subject to the terms and conditions of this Agreement, we represent and warrant that we will provide the Services you order to you in accordance with your directives by using the information that you provide to us.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE DIRECTLY PRECEDING SENTENCE, WE WILL PROVIDE YOU SERVICES AND FORMS ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY NATURE WHATSOEVER REGARDING THE WEBSITE, THE SERVICES, OR THE FORMS INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT.
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.
8. Our Limit of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU FOR (A) ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, OR LOSS OF OPPORTUNITY; OR (B) DAMAGES IN AN AMOUNT EXCEEDING THE AMOUNT YOU HAVE PAID US FOR SERVICES.
9. 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.
10. The Agreement Between You and Us to Arbitrate Disputes. Please read this section of the Agreement very carefully.
(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 48-50 West Chestnut Street, #301 Lancaster, PA 17602
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 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.
11. 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, or (g) we choose to do so for any reason or no reason at all. 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. If you order Services from us, you may not cancel.
12. Governing Law. With the sole exception of the arbitration provisions in this Agreement (which are governed by the Federal Arbitration Act), this Agreement must be construed in accordance with, and all disputes under this Agreement are subject to and will be decided under, Pennsylvania law without regard to conflict or choice of law principles. 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.
13. Integration. This Agreement 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.
14. 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.
15. 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.
16. 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.
17. No Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, there are no third-party beneficiaries of the Agreement.
18. 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. (c) Common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular, and plural.