Terms of Use and Service

Last updated: 2013-05-23

Background

These Terms of Use and Services constitute a legally binding agreement between you/your business and Harbor Business Compliance Corporation. It is important that you read and understand this document before using our website, using any services we provide, or engaging with our business by any other means. If you do not agree to these Terms of Use and Services, please immediately leave our website and discontinue use of any of the services we provide. By using our website and/or services, you agree to be bound by these Terms of Use and Services.


Agreement

Definitions

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.

  1. “Harbor” – Harbor Business Compliance Corporation, a Pennsylvania registered corporation.
  2. ldquo;Annual Report Service” – a service provided by Harbor in which Harbor formats and submits information pertaining to an annual report. The information is supplied by the client to Harbor, and submitted by Harbor to a state regulatory agency responsible for accepting and filing such information.
  3. “Decennial Report Filing Service” – a service provided by Harbor in which Harbor formats and submits information pertaining to a decennial report. The information is supplied by the client to Harbor, and submitted by Harbor to a state regulatory agency responsible for accepting and filing such information.
  4. “Free Compliance Calendar” – a free service in which Harbor gathers information from a business regarding due dates of various filings and maintenance requirements. Harbor then provides a calendar listing all of those requirements according to when they are due.
  5. “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 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.
  6. “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.
  7. “Business Registration Service” – a service provided by Harbor in which we file the registration documents of a new entity in accordance with information and instructions supplied by the Client. This service may include consulting services related to the formation of a new business entity, as are requested and ordered by the Client. The information is supplied by the Client to Harbor, and submitted by Harbor to a State‘s regulatory agency responsible for accepting and filing such information.
  8. “Business Name/DBA Service” – a service provided by Harbor to complete a corporate name availability check and file a fictitious name with the applicable department of state.
  9. “Registered Agent Service” – a service provided by Harbor to act as a statutory registered agent on behalf of an entity. A registered agent is also sometimes called a Commercial Registered Office Provider, CROP, registered office provider, a resident agent, statutory agent, or other names.
  10. “EIN” – a service provided by Harbor to prepare and file an application for an Employer Identification Number with the Internal Revenue Service.
  11. “State Tax ID” – a service provided by Harbor to file tax registration documents with the applicable state's department of revenue.
  12. “S-Corp Election” – a service provided by Harbor to elect subchapter S status with the IRS on behalf of a corporate entity.
  13. “Services” – all services and products supplied by Harbor.
  14. “State” – means the applicable state, as well as their regulatory agencies and divisions, as applicable to the context in which it applies.
  15. “Terms” – this Terms of Use and Services Agreement, which incorporates other statements or disclosures supplied to the Client regarding the obligations, conditions, limitations, details, or other aspects, of the Services.
  16. “Client” – you, your Entity, and/or any other middle or end user of the Services.
  17. “Website” – HarborCompliance.com, its content and its sub-domains.
  18. “Customized Operating Agreement” and “Cusomized Bylaws“ – A service to provide a customized legal templates.

I. General Terms of Services

  1. Obligations of Harbor. An order placed by Client for Services does not bind Harbor to perform those Services. Harbor 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. Refer to “Payment and Refund Policies” for information on refunds of cancelled or partially completed Services.

    The obligations of Harbor 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 are explicitly clear in their instruction and nature, any ambiguity as to the obligations of Harbor to the Client shall always be construed in favor of Harbor.

    Harbor shall have no obligations to the user other than those described herein, and those required by law and good faith.

    The use of Harbor‘s Services does not constitute any relation to the Client except as to perform the specific duties Harbor agrees to. Harbor does not own the business entities it represents and Harbor does not have any financial or interests otherwise in those entities.

    Without limiting the former, Harbor shall be under no obligation to, and thus shall not be responsible for failing to:
    1. Verify the accuracy of information provided by Client.
    2. 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.
    3. Verify the legality of Client‘s business, products, or services. Harbor is not responsible or liable for unlawful practice of a Client or its involvement in fraud or illegal practices. All service of Harbor are provided with the expectation that the Client will use them in a prudent and legal manner.
    4. 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.
  2. Obligations of Client. Conditions precedent of the fulfillment of orders for Services are as follows:
    1. Client shall complete forms, and/or supply information necessary to the Service, as determined by Harbor.
    2. Information provided by Client to Harbor must be true and accurate to the best of Client‘s knowledge and ability.
    3. Client shall execute such documents as are deemed necessary by Harbor.
    4. Client shall make, in advance of all Services, payment upon request by Harbor.
    5. By ordering any Service, Client grants Harbor 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 and Entity are responsible for requesting additional provisions to be included on the entity registration documents, applying for state taxes, requesting tax account registrations, and initiate other business registrations that may be required to be submitted for the Entity. Harbor 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 solely provides filing services that are specifically ordered and paid for by the Client.

    Client authorizes Harbor 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.
  3. Harbor is not a law or accounting firm and does not provide legal, tax, or financial advice or services. Neither Harbor nor any of its representatives or employees provide legal, financial, or tax advice. Harbor is a document filing company that provides business formation, registered agent, and related services. Harbor does not review information provided by Client for legal sufficiency or completeness. Harbor provides information on the Website for reference purposes only. No statements contained in the Website or statements made by anyone connected with Harbor should be construed as legal advice specific to the Client's situation. None of Harbor'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.
  4. Terms of specific services. Certain services have additional terms associated with those services as specified below. These terms apply to only those services Client purchases and specifically requests from Harbor.
    1. Registered Agent – Client is responsible for providing Harbor 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. Harbor is not responsible for rejecting service of process, government notices, mail, or other documents for business names that Client has not provided to Harbor. Harbor 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. It is the responsibility of the Client to immediately update Harbor 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‘s Registered Agent services are limited to the receipt and forwarding of items covered under the state statutes. Harbor 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 will scan the first few pages and forward those documents by regular mail.

      Harbor has no obligation to receive or forward any items if Client stops using Harbor‘s services or fails to complete payment for those services. Harbor has no obligation to receive or forward items on behalf of an entity that has not contracted with Harbor and paid the service fee. Harbor assumes no liability for items received for an entity that had not contracted with Harbor.

      It is the responsibility of the Client to keep Harbor updated of any changes to the address, contact information, email address, or persons authorized to receive notifications or communications from Harbor. Client authorizes Harbor to open its mail and documents. Harbor 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 Harobr.

      Harbor 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 for any and all claims brought against Harbor. Client is prohibited from assigning any cause of action or remedy to Harbor.

      Registered Agent service authorizes Client to use Harbor's information including its address only as required by the state. Client is not authorized to use Harbor‘s address without Harbor‘s express written consent. Harbor does not provide virtual mailbox services and reserves the right to refuse to receive or forward regular mail sent to Harbor‘s address. Unauthorized use of Harbor‘s address may result in termination or a forwarding fee of $25 per piece.
    2. EIN – Client authorizes Harbor to apply for Client‘s Employer Identification Number with the Internal Revenue Service. Client appoints Harbor as a Third Party Designee to apply for the EIN, receive the EIN, and answer any questions about the completion of the EIN application.
    3. Customized Operating Agreement or Customized Bylaws – Client understands that these document templates are attorney-drafted and are then customized using the information Client provides. Harbor‘s computer program synthesizes the information provided by Client and generates a customized agreement. Client understands that these documents are designed to be an inexpensive template but are not attorney-reviewed or fully customized for the Client. Only an attorney specializing in the laws of the state can produce a fully customized agreement. The documents are not intended to be a substitute for an attorney-reviewed agreement. Client agrees that Harbor assumes no liability for the agreement or its content.
    4. State Tax ID – It is the responsibility of the Client to inform Harbor of the appropriate taxes for which it will register or apply, such as sales tax or employer withholding tax. Harbor will not determine the tax liabilities or requirements of the Client or Entity. Client must inform Harbor of all taxes for which it will register prior to requesting that Harbor submit the tax application or registration documents. Harbor will prepare and submit the registrations for the taxes Client specifies.
    5. Business Registration Service – For LLC formations, Client authorizes Harbor or its representative to act as an organizer of the LLC but agrees that neither Harbor nor its representative are a member, manager, or other interested party. Neither Harbor nor its representative has no liability or responsibility to the entity other than submitting the LLC formation documents to the appropriate government agency.

      For incorporations (C-Corps, S-Corps, Professional Corporations, Non-profits, and any other types of corporations), Client authorizes Harbor or its representative to act as an incorporator of the corporation but agrees that neither Harbor nor its representative are a shareholder, director, officer, or other interested party. Neither Harbor nor its representative has no liability or responsibility to the entity other than submitting the incorporation documents to the appropriate government agency.

II. Payment & Refund Policies

In general, payment for Services must be made in advance of the Services being formed by Harbor, except as provided in this section, below. In general, all payments for Services are non-refundable, except as provided in this section, below.

  1. 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.
    1. 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.
    2. Security Review. Certain transactions may be subject to a holding period or security review imposed by CyberSource. Harbor does not have access to information regarding any security review conducted by CyberSource. Harbor cannot commence any Service until such hold has been released. Questions regarding the authorization process should be directed to CyberSource.
    3. Declined Transactions. Harbor has no access to information as to any declined transaction. Please contact the credit card‘s issuing bank for questions concerning a declined transaction.
    4. Storage of Credit Card Data. Harbor does not have access to the credit card data the Client supplies during checkout. As such, Harbor cannot be held responsible for a breach of security resulting in the dissemination of any credit card data by any third party.
    5. Billing Disputes. Harbor cannot control the speed, accuracy, or outcome of billing disputes involving CyberSource. To the extent that Harbor can reverse a charge to a Client‘s credit card, Harbor will only take such action in accordance with the refund policies herein.
    6. 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.
    7. Wrongfully Disputed Charges. If Harbor must defend a charge due to a wrongfully disputed charge by the Client, Harbor reserves the right to bill user for the greater of: (1) $150, or (2) evidenced costs incurred by Harbor as a result of the erroneous dispute.
  2. Payments by Mail. Harbor 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 is not responsible for payments lost in the mail.
    1. Waiting Period. Harbor reserves the right to withhold performing Services until deposited checks have cleared.
    2. NSF Charges. Client agrees to pay Harbor $25 per incident for each bounced or returned check made by Client to Harbor.
    3. Mismatching Payment Amounts. Harbor reserves the right to handle underpayment, or overpayment, of any invoice, by any method, on a case by case basis. Harbor will select the method for returning superfluous funds. Harbor will select the billing method for obtaining funds to make-up an underpayment of any invoice. For security reasons, Harbor will deposit each and every check received. As such, Harbor 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 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 by Client.
  3. Payments by Cash. Harbor cannot accept any form of payment by cash.
  4. Discounts and Coupons. From time to time, Harbor 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.
  5. Refunds on Un-commenced Services. Client may request, for any reason and by email or writing, a refund for those Services not yet commenced by Harbor. Any action by Harbor in the normal course of the Service comprises “commencing” the Service. Eligibility shall be determined by Harbor upon receipt of the Client‘s request for refund.
  6. Refunds on Commenced Services. Clients may request, by email or writing, a refund or partial refund for those Services, commenced but not completed, citing good cause as determined by Harbor. Eligibility shall be determined by Harbor upon receipt of the Client‘s request for refund, on a case by case basis.
  7. Refund on Completed Services. Restrictions in place by the State prohibit refunds for Services involving fees paid to the State. For those services not involving fees paid to the State, no refunds will be issued for completed Services.
  8. Mode of Refund. Refunds may be made in a form selected by Harbor, and/or as required by law or third party agreements. Harbor reserves the right to subtract reasonable shipping and handling charges from refunds made by mail.
  9. Good Cause for Refunds. Good cause for any refund shall be determined by Harbor. Good cause does not include:
    1. Mistake or human error by Client.
    2. Dissolution of the Entity.
    3. Change of State in which the Entity conducts business.
    4. Rejection by the State of a filed document, except a rejection due to an error of Harbor and not originating from the Client.
    5. Insolvency, bankruptcy, or other financial difficulty on the part of the Client or Entity.
  10. 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

  1. Liability of Service. Harbor‘s liability extends only to those undertakings specifically listed at the sale of each Service, subject to these Terms. Client and Entity release Harbor from any other liability, however arising. Notwithstanding, the former, Harbor‘s liability to any one Client and/or one Entity shall never exceed the amount paid for the Services.
  2. Liability of Information. Harbor shall not be held liable by Client or Entity for any errors by Client or Entity in regards to the supplied information. Harbor‘s liability for errors of information in filing extends only to the costs of Harbor to correct such errors within a reasonable time period once notified by Client or Entity. Harbor is not liable for any other costs or damaged to Client or Entity as a result of errors of information. Notwithstanding, the former, Harbor‘s liability to any one Client and/or one Entity shall never exceed the amount paid for the Services.
  3. Indemnification. Client and Entity indemnify Harbor against any suits or actions arising from (1) performance of the Services as requested by the Client, (2) third party claims against Harbor, 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 permission to execute documents on their behalf.
  4. Construction and Interpretation
    1. Addendums. The Terms may be supplemented by addendums labeled as such. Such addendums shall add to, modify, or supplement, but never replace, these Terms.
    2. Validity. Should any section of the Terms be deemed invalid, illegal, or unenforceable, the remainder Terms shall remain in effect.
    3. 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.
    4. Amendments. The Terms may be amended from time to time by Harbor. 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 shall have no obligation to notify Client of changes to the Terms.
    5. 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.
    6. Disputes. Disputes arising from Client‘s use of Services, business with Harbor, 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.