This is a legal agreement (“Agreement”) between you and Florida Corp Services LLC (“FCS”, “we”, “us”, “our Company”), a Florida Limited Liability Company located at 1000 Ponce de Leon Blvd, Suite 303, Coral Gables, FL 33134, which is the owner of the FloridaCorpServices.com website. This Agreement replaces any previous Agreement between You and Us. By accessing this website, purchasing any products or Services (listed below) accessible though this website, you become a user and agree to, and are bound by, the terms and conditions of this Agreement for as long as you continue to use the Website or Services. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE THIS WEBSITE OR THE SERVICES. Your use of, or participation in, certain Services may be subject to additional terms, and such terms will be either listed in this Agreement or will be presented to you for your acceptance when you sign up to use such Services or purchase such products.
USER REPRESENTATIONS AND WARRANTIES:
You represent and warrant to us that: (a) you are at least eighteen (18) years old; (b) you possess the legal right and ability to enter into this Agreement; (c) you will be responsible for all use of your username and password even if such use was conducted without your authority or permission; (d) you will not use the Website or Services for any purpose that is unlawful or prohibited by this Agreement;
Please refer to our Refund Policy page.
The Site may contain community, commenting, forums, and/or other message or communication facilities (“Communication Services”) designed to enable you to communicate with others. You agree to use the Communication Services only to submit or post messages and material that are proper and, when applicable, related to the particular Communication Service. You are also prohibited from submitting to, posting or transmitting through our Site any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. Content that consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” is prohibited. You may not use a false email or postal address, impersonate any person or entity, or otherwise mislead as to the origin of your posted content. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties are those of the respective authors or distributors and not of us nor our affiliates, not any of their officers, directors, employees, or agents. You acknowledge that we do not pre-screen all content, but that our Company and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any content that is made available via the Communication Services. Without limiting the foregoing, our Company and its designees shall have the right to remove any content that violates this Agreement or is otherwise objectionable. You specifically agree that we are not responsible for any content sent using and/or included in the Site by any third party.
COPYRIGHT AND RESTRICTIONS:
This Web site contains our proprietary material (or material that other suppliers have licensed to us for their use) which is protected by copyright and other laws respecting proprietary rights. We retain all rights in the material and media, including (without limitation) all copyright and other proprietary rights worldwide in all media. You may not use these materials except as expressly permitted under this Agreement and under U.S. copyright laws. Any routine and/or systematic redistribution of any portion of the products licensed herein is expressly prohibited. End users who are duly authorized may access our site for individual use, i.e., may view the information on screen; may download small portions of the information to a computer disk for personal convenience and later reference; and may print paper copies of small portions for personal use only. The rights granted here are an expansion of the rights granted under the Copyright Act and do not include any rights to reproduce in its entirety any portion of the information or materials contained therein. No part of the information may be duplicated in any medium or format beyond the express terms of this Agreement without prior written authorization from us. Any use not authorized by the Agreement is prohibited and is not a fair use under the U.S. copyright law. You acknowledge that the information (and the licensed materials contained therein) is highly proprietary in nature and that unauthorized copying, transfer or use may cause us and/or our suppliers irreparable injury that cannot be adequately compensated for by means of monetary damages. You agree that any breach of this provision by you, or any subscriber or end-user, may be enforced by us, and/or any of our suppliers, by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies. You agree that any supplier of any portion of the licensed materials may enforce its rights against you, even though that supplier is not a party to the Agreement. You may not and may not permit others to: reproduce, publish, distribute, sell, or otherwise access or use any material retrieved from or contained in or on this Site in any manner whatsoever that may infringe any copyright or proprietary interest of our Company; distribute the information contained in and/on this Site to other users not duly authorized to Access the Site; distribute, rent, sublicense, lease, transfer or assign the information or Agreement; decompile, disassemble, or otherwise reverse-engineer this Site or information contained in or on this Site or any software contained therein, or alter, translate, modify, or adapt it to create derivative works. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law. You are expressly prohibited from placing or installing any portion of the information on any electronic media, including, but not limited to, local or wide area networks, timesharing services, multiple processing units, multiple site arrangements, service or software rental bureaus, list servers, online services, electronic bulletin boards or forums, World Wide Web sites or any other server that is Internet-enabled, without written authorization by us. If you breach any provision of this Agreement, we may immediately terminate this Agreement and all licenses granted hereunder without prior notice and in addition to any other available rights and remedies.
LIMITATIONS ON USE:
The following activities are prohibited. You agree not to:
a. Use Web-accelerated browsers or products (including but not limited to NetJet, NetSonic, MSIECrawler and Teleport-Pro), or other applications that are capable of copying large portions of content from the Site. We can detect the use of these systems through live logfile analysis and will ban any future use by offenders.
b. Use robots and crawlers, or similar technology, without following the robot guidelines (found at http://info.webcrawler.com/mak/projects/robots.html). We are able to detect robots violating the guidelines and we will ban any offenders. If you are using a robot/crawler to check our links, it must operate according to the robot guidelines (see above). Do not leave new robots unattended and allow a minimum of 1 minute between automated requests.
c. Use any device, software or routine or the like to interfere or attempt to interfere with any Site functionality;
d. Take any action that imposes an unreasonable or disproportionately large load on the Site infrastructure;
e. Use any email addresses appearing on the Site for purposes not relating specifically to the Site;
f. Access the Site by any means other than through the interface that is provided by us, or attempt or access any area of the Site to which your access is not authorized; or
g. Reverse engineer, reverse assemble or otherwise attempt to discover any source code relating the Site, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
ACCURACY AND AVAILABILITY OF INFORMATION:
The Site contains database information and other content compiled by us. While we use commercially reasonable efforts to provide accurate information, we give no warranty as to the accuracy of the database and other content on the Site. We reserve the right to withdraw or delete information or content from the Site at any time.
RELIANCE ON THIRD PARTIES:
We rely on Third-Parties to perform certain tasks and/or functions involved in delivering the products and/or services we provide to you, and while we make every effort to ensure such Third Parties perform as agreed, we cannot be held responsible for the quality and/or timeliness performance.
You hereby certify that all the information you provide to us is 100% accurate and complete and understand that all products and/or services provided to you will be provided using this information and based on this information. Any errors, omissions, and/or over/under statements shall be your sole responsibility.
LINKS TO THIRD PARTY SITES:
We do not endorse the content on any third-party Web site, including Websites of our affiliates (“Third-Party Sites”). We are not responsible for the content of Third-Party Sites that you reach through links on the Site, sites framed within the Site, or third-party advertisements on the Site, and we do not make any representations regarding their content or accuracy. Your use of Third-Party Sites is at your own risk and subject to the terms and conditions of use for such sites. Any transaction that you conduct at a Third-Party site will be between you and the party providing that Web site. This means that we are not your agent nor a party to any transaction at a Third-Party Site.
APPLICABLE LAW AND DISPUTES:
This Agreement is governed by the laws of the State of Florida, without regard to principles of conflict of laws. To the extent you have in any manner violated or threatened to violate our and/or our affiliates’ intellectual property rights, we and/or our affiliates may seek injunctive or other appropriate relief in any state or federal court in the State of Florida, and you consent to exclusive jurisdiction and venue in such courts. Any other disputes will be resolved as follows: You or We may choose to resolve disputes involving $5000 or less in Florida small claims court. If a dispute involving more than $5000 arises under this agreement, you and we agree to first try to resolve it using the American Arbitration Associations online mediation services. If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree to submit the dispute to binding arbitration at the following location: Miami, Florida, under the rules and auspices of the American Arbitration Association Expedited Commercial Rules for Arbitration. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.
ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR WE MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER , OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
Only a court, and not an arbitrator, shall determine the validity and effect of the Class Action Waiver.
AUTHORIZATION TO CONTACT YOU; RECORDING CALLS:
You agree to receive calls, including auto-dialed and/or pre-recorded message calls, from Us at any of the telephone numbers (including mobile telephone numbers) that we have collected for you as authorized and described in our User Privacy Notice, including telephone numbers you have provided us, or that we have obtained from third parties or collected by our own efforts. If the telephone number that we have collected is a mobile telephone number, you consent to receive SMS or other text messages at that number. Standard telephone minute and text charges may apply if we contact you at a mobile number or device. You agree we may contact you in the manner described above at the telephone numbers we have in our records for these purposes:
- To contact you for reasons relating to your account or your use of our Services (such as to collect a debt, resolve a dispute, or to otherwise enforce our User Agreement) or as authorized by applicable law.
- To contact you for marketing, promotional, or other reasons that you have either previously consented to or that you may be asked to consent to in the future. If you do not wish to receive such communications, you can opt-out by sending us a communication that states You are opting out.
We may share your telephone numbers with our service providers (such as billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under the User Agreement, our policies, or any other agreement we may have with you. These service providers may also contact you using autodialer or prerecorded messages calls and/or SMS or other text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.
We will not share your telephone number with non-affiliated third parties for their purposes without your explicit consent, but may share your telephone numbers with members of our corporate family and/or our affiliates, for their use, as authorized under our User Privacy Notice. Members of the our corporate family and/or our affiliates will only contact you using autodialer or prerecorded message calls and/or SMS or other text messages, if you have requested their services.
We may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Us or our agents for quality control and training purposes or for its own protection. You acknowledge and understand that, while your communications with us may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by Us, and we do not guarantee that recordings of any particular telephone calls will be retained or retrievable.
FUTURE AMENDMENTS TO THE AGREEMENT:
Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Us or you prior to the effective date of the amendment. The amendment shall apply to the terms of the Agreement that has arisen between you and Us. We will notify you of amendments to this Agreement by posting the amended terms on our website at least 30 days before the effective date of the amendments and by providing notice through our Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the 30 day period and you will not be bound by the amended terms.
Our Reputation is of utmost importance to us. You hereby agree and warrant and that you will not disparage or comment negatively, directly or indirectly, about our company, our officers and management, and/or current or former employees and/or contractors. Disparagement shall be defined as any disparaging remarks, comments or statements that impugn the character, honesty, integrity, morality or business acumen or abilities in connection with any aspect of the operation our business. In the event we find any disparagement resulting directly or indirectly from you, you hereby understand and agree that such disparagement will cause great financial damages to us, the extent of which will be impossible to measure, and you therefore agree to pay liquidated damages in the amount of $25,000 for every incidence of disparagement caused directly or indirectly by you.
You agree that all communications with us shall be considered private and confidential information and you shall not under any circumstance disclose, publish, broadcast, or make known in any way shape or form the content of such communications, regardless if the communication is made verbally or in written form, without our express written authorization. In the event we find any unauthorized disclosure(s) resulting directly or indirectly from you, you hereby understand and agree that such disclosures will cause great financial damages to us, the extent of which will be impossible to measure, and you therefore agree to pay liquidated damages in the amount of $5,000 for every incidence of unauthorized disclosure caused directly or indirectly by you.
DISCLAIMER OF WARRANTIES:
ALL CONTENT, SOFTWARE, AND OTHER PRODUCT AND SERVICES PROVIDED AT OR FOUND WITHIN THIS SITE BY US AND OUR AFFILIATES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” WITHOUT WARRANTIES OF ANY KIND, AND WE AND OUR AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT MAKE ANY WARRANTIES REGARDING THE FOLLOWING: (a) AVAILABILITY OF THE SITE AT ANY PARTICULAR TIME; (b) ACCURACY OF THE CONTENT OR HOW CURRENT ANY CONTENT IS THAT IS FOUND ON THE SITE; (c) TRANSMISSIONS TO, FROM OR WITHIN THE SITE; (d) FUNCTIONALITY; (e) LACK OF VIRUSES; (f) COMPLIANCE OF THE SOFTWARE, SERVICES AND CONTENT PROVIDED UNDER THIS AGREEMENT WITH UNITED STATES, FEDERAL OR STATE LAWS; OR (g) THAT THE SOFTWARE, CONTENT OR PRODUCTS AND SERVICES CONTAINED IN THE SITE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY.
LIMITATION OF DAMAGES:
IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, AND THE LIKE, EVEN IN THE EVENT OF FAULT, TORT, BREACH OF CONTRACT, OR BREACH OF WARRANTY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY; EXCLUSIVE REMEDY:
ALSO, IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES BE LIABLE TO YOU AND/OR ANY AGENCY FOR ANY AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY US FROM YOU FOR ACCESS TO THE SITE AND ANY OF THE PRODUCT AND SERVICES AVAILABLE AT THE SITE DURING THE MONTH PRIOR TO YOUR CLAIM.
CONSENT TO ELECTRONIC NOTICES AND OTHER COMMUNICATIONS:
You agree that all of your transactions relating to the Site may, at our option, be conducted electronically, including any that we are otherwise required to provide in “writing”. For example, we may send you notices via postings at the Site or via email to any email address that you provide to us during registration as a Site member. If you do not wish to deal with us electronically, you should not use the Site or enter into this Agreement. If applicable law now or later requires us to communicate with you non-electronically, we reserve the right to charge a fee for doing so. Notice will be deemed given 24 hours after the email is sent, unless (for email) we are notified that the email address is invalid. Alternatively, we may give you notice by mail to the address provided by you.
You agree to indemnify and hold us and Our Team harmless from any losses (including attorney fees) that result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. You also agree to indemnify and hold us harmless from any losses (including attorney fees) that result from third-party claims that you or someone using your password and/or identity did something that, if true, would violate any of these Terms, or arising from your use of our Services.
If you violate these Terms then we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief.
If we file an action against you claiming you breached these Terms and we prevail, we’re entitled to recover reasonable attorney fees and any damages or other relief we may be awarded.
If we have to provide information in response to a subpoena related to your account, then we may charge you for our costs. These fees may include attorney and staff time spent retrieving the records, preparing documents, and participating in a deposition.
You agree not to assign your rights under this Agreement without the consent of an authorized representative of our Company in a non-electronic record, and any assignment without our consent will be voidable at our option. This Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.
If you fail or refuse to pay fees due to us when they are due, your account may be turned over for collection and possible litigation, and you hereby agree to pay all reasonable attorneys fees, court costs, filing fees, and collection costs which may be assessed by us, our attorneys, or any collection agency retained to pursue the matter, along with interest at the highest rate allowed by law. WE REPORT COLLECTION ACCOUNTS TO ALL 3 CREDIT BUREAUS.
CREDIT CARD DISPUTES/CHARGEBACKS:
By using your Credit Card, you hereby agree that you will not, under any circumstance, initiate any Dispute/Chargeback with your Card Issuer until you have sequentially completed the three-step process below:
First: Attempt first to settle the dispute by online mediation administered by the American Arbitration Association under its Commercial Mediation Procedures.
Second: Submit a claim to be settled by binding arbitration administered by the American Arbitration Association in accordance with its Expedited Commercial Arbitration Rules and judgment on the award rendered by a single arbitrator may be entered in any court having jurisdiction thereof.
Third: File a claim against our Surety Bond.
If you initiate a Dispute/Chargeback without sequentially completing thethree stepprocess above, you hereby agree and understand that such action will cause severe damage to our Merchant Processing Relationship and that 200% of the Full Amount of the Disputed Transaction(s) will become immediately due and payable to us as Liquidated Damages. If you then fail to pay the Liquidated Damages owed within 14 Calendar Days, your Account will be turned over to Collections and immediately reported to all 3 Credit Bureaus as a Collection Account.
PAYMENTS MADE ON YOUR ACCOUNT USING SOMEONE ELSE’S CREDIT CARD:
If any Payment is made on your Account using a Credit Card that does not belong to you, or where your name is not listed on the front of the Credit Card, then you hereby understand and agree that should such Credit Card Payment result in a Chargeback/Dispute by the Cardholder, for any reason whatsoever, that you understand and agree that you shall be held completely and personally responsible for the resulting Balance Due, including any and all Penalties and/or Collection Costs, and that the Total Balance Due will be reported to all 3 Credit Bureaus against you personally.
We may change the provisions of this Agreement. When we change the terms of this Agreement, we will notify you by email or online postings on this Site. The changes will also appear in this document, which you can access any time. You already agreed to be bound by the changes when you first used the Site. If you do not agree to be bound by the changes, you should not use the Site again. Even if you have not clicked on the “I Agree” button or checked the I agree box when purchasing, if you use the Site after you have been notified of a change to this Agreement, you are agreeing now to be bound by that change.
ENTIRE AGREEMENT; SEVERABILITY; NO WAIVER:
This Agreement (including all documents incorporated by reference) is the entire agreement between the parties for its subject matter and supersedes all prior and contemporaneous communications between the parties. No term of this Agreement may be waived by us except in a signed, non-electronic writing signed by an authorized representative of our Company.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that its remaining provisions will remain in full force and effect, provided that the allocation of risks described herein is given effect to the fullest extent possible. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that no joint venture, partnership, employment or agency relationship exists between you and us or our affiliates as a result of this Agreement or your use of the Site.
PRINT A COPY FOR YOUR OWN RECORDS:
You agree to print or make an electronic copy of this Agreement (and any amendment from time to time) and retain it in your records. You also agree to make a copy of any other information that we deliver to you in writing.