Smart-Incorp
Terms and Conditions

Term of Use

This document was last updated on December 9, 2022

Please read carefully BEFORE using this Site. These Terms and Conditions require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. In addition, these Terms and Conditions limit remedies available to you in the event of a dispute.

Introduction

Welcome to our Website (the “Site”). Smart-incorp, Incorporated (“Smart-incorp”, “Smart-incorp®,” “Smart-incorp.com,” “we,” “us,” or “our”) provides the products and services available on the Site (including but not limited to: Business formation services (including formation of a C-Corporation, S-Corporation, Non-Profit Corporation, Professional Corporation, Limited Liability Company (LLC), Professional Limited Liability Company (PLLC), or any other type of business entity), Business Filing Services (including DBA/Fictitious Business Name, Foreign Qualification Filings, Registered Agent Representation, Initial & Annual Report Filings, Amendments, Name Changes, Conversions, Mergers, Reinstatements, Dissolutions, Withdrawals, Business Licenses, Notification & Publication), Alerts and Notifications for miscellaneous business filing deadlines, and Corporate Supplies (the “Services”), and the information contained on the Site (the “Information”) to you subject to the following terms and conditions (the “Terms and Conditions/Terms of Use”).

Specifically, Smart-incorp provides information, forms, and services to help you complete and file documents within all 50 states and a multitude of counties in the United States related to your business. These Terms and Conditions govern your use and purchase and our provision of all such information, forms and services.

When you access or use Smart-incorp’s online and/or mobile services and websites, including any Smart-incorp mobile application (collectively the “Smart-incorp Apps”), regardless of from where it is accessed or downloaded, and any software provided by or on behalf of Smart-incorp on or in connection with such services or websites (collectively, the “Site”), including, but not limited to: · www.Smart-incorp.com or any other Smart-incorp service

1. You represent that you have read and understand the Privacy Policy; and

2. You are agreeing to the terms and conditions of these Terms and Conditions (the “Agreement”) with the following entity or entities:

•  Smart-incorp, Incorporated (A Nevada Corporation)

3. You agree that you are at least 18 years old or have reached the age of majority in your state, and that you are legally able to enter into a contract with us for Services.

YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THESE TERMS AND CONDITIONS.

Any references to “Smart-incorp”, “Smart-incorp®,” “Smart-incorp.com®,” “we,” “us,” or “our” in this Agreement shall mean the applicable entity as set forth above.

If you do not agree to the terms and conditions of this agreement, you should immediately cease all usage of this Website. Please also refer to our Privacy Policy and our Guarantee, which are incorporated by reference herein.

This is an agreement (“Agreement”) between you, a user, and Smart-incorp. In this Agreement, “you” and “your” refer to you, a user of the Site, and/or a purchaser of our products and services, and “we”, “us”, “our” and “Smart-incorp” refer to Smart-incorp, Incorporated, and its shareholders, subsidiaries, affiliates, directors, officers, employees, independent contractors, representatives, or agents.

The Site is made available for use only by individuals seeking to start a business, maintain their business filings, or manage their corporate compliance (“Entrepreneurs”), and by individuals and/or organizations seeking to assist a third party in the area of business startup, business filings, and/or corporate compliance (“Consultants”).

If you are accessing or using the Site in your capacity as an employee, attorney, attorney-in-fact, third-party-designee, assignee, or other representative of an Entrepreneur, a Consultant, then you are agreeing to this Agreement on behalf of yourself and such person or entity, as applicable, and you represent and warrant that you have the authority to bind such Employer or entity, as applicable, to this Agreement.

We may change this Agreement by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. Any such changes will not apply to any claim brought prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Your access to or use of the Site following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” and “First Published” legends in each section of the terms and conditions indicate when this Agreement was last changed.

We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links); charge, modify, or waive any fees required to use the Site; or offer opportunities to some or all Site users.

This Agreement hereby incorporates by reference any additional terms and conditions posted by Smart-incorp through the Site, or otherwise made available to you by Smart-incorp. In particular:

For all uses of the Site and our services, you are agreeing to be bound by the Smart-incorp Terms and Conditions. In addition:

• If you access or use the Registered Agent Services, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Registered Agent Services Users.
• If you access or use our Business Formation & Filing Services, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Entity Formation Authorization and Release.
• If you access or use the Express, Rush, and Delayed Filing Requests Users, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Express, Rush, and Delayed Filing Requests Users.
• If you access or use the Business Filing Services, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Business Filing Services Users.
• If you access or use our Business Filings and/or Trademark Services, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Name Selection for Business Filings and Trademarks Users.
• If you access or use our Corporate Name Search Services, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Corporate Name Search Users.
• If you access or use Name Search, Trademark Search, or Trademark Registration Application technologies, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Trademark Search and Registration Users.
• If you access or use the Business Structure Wizard technologies, you are agreeing to be bound by the Supplemental Terms and Conditions addressing Business Structure Wizard Users.
• If you are a North Carolina Resident or otherwise use or purchase a North Carolina product or Service from us, you are agreeing to be bound to the section herein entitled “North Carolina Users.”

No Legal Services Provided

Smart-incorp is a document filing service and CANNOT provide you with legal, tax or financial advice. Smart-incorp is not a law firm. We are not your attorney nor are we your accountant, nor are we a substitute for an attorney or an accountant, or any other professional service provider. We are simply a document filing company that provides assistance to you in representing yourself. No attorney-client relationship is formed between you and Smart-incorp or any of Smart-incorp’s shareholders, subsidiaries, affiliates, directors, officers, employees, independent contractors, representatives, or agents, regardless of whether any of those individuals are attorneys.

The Information provided on the Site is general information only regarding entity formation, business filings, corporate compliance, and related topics and should not be relied upon by you as legal advice. Although we review your documents for completeness, spelling, grammar and internal consistency, we do not review your documents for legal sufficiency, nor do we provide any substantive legal review or make legal recommendations. When you use our Services, you are acting as your own attorney. Setting up a business can be complex and failing to obtain advice from licensed professionals can be costly. We strongly recommend that you seek the advice of an attorney, an accountant and any other service provider as needed to review your individual facts and circumstances to make sure you are making the best choices for your business.

User Content

Some parts of the Site, such as Smart-incorp Blog, user directories, message boards, or forums, may allow users to post information, text, images, audio, video, messages, and other materials (any such materials that a user submits, posts, displays, or otherwise makes available on or through the Site is referred to herein as “User Content”).

Such functionality is designed to help users obtain and exchange information, facilitate communication, discuss ways to make better business decisions and let users discover and learn about other ideas certain professionals may have. User Content is provided by third-party contributors, many of whom may use anonymous screen names. User Content may be inaccurate, incomplete, misleading, or deceptive. For example, the Site hosts Company Pages, which allow User Content to be posted by individuals that may not be affiliated with the Company who owns the Company Page, including, but not limited to, the directory of accountants and bookkeepers and answers to Q&A questions. Smart-incorp does not endorse and is not responsible for any User Content, including any opinion, advice, information, or statement contained therein. You acknowledge that by accessing the Site, you may come into contact with content (including User Content) that you find harmful, offensive, threatening, indecent, or objectionable, including, but not limited to, explicit language and other potentially offensive material, and you acknowledge that Smart-incorp shall have no liability with respect to such content. User Content should never be considered a substitute for legal advice from a licensed attorney.

You may only post legally and socially acceptable content. You may not post any User Content that is unlawful, fraudulent, discriminatory, threatening, abusive, libelous, defamatory, obscene, or otherwise objectionable, or that contains sexual, ethnic, racial, or other discriminating slurs, or that contains no relevant or constructive content. You must also not post any User Content that contains proprietary information, trade secrets, confidential information, advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us in writing), or User Content that encourages or causes spamming or flooding.

You are prohibited from posting any personal identification information, such as social security number, passport number, national identification number, insurance number, driver’s license number, immigration number, or any other similar number, code, or identifier. Posting such identification information may lead to identity theft and other adverse consequences. If such information is posted, the person responsible for posting it may be banned from the site and or reported for violating the law. Smart-incorp may remove any such identification information, but does not undertake any obligation to do so, and has no responsibility and disclaims all liability for any posting of such identification information. Smart-incorp reserves the right to change the display of, company pages, or any user content on its Site, including, but not limited to, hiding fields, rearranging its format, and changing visual elements.

Although Smart-incorp has no obligation to do so, Smart-incorp may monitor User Content and reserves the right to delete any User Content or portion thereof that, in Smart-incorp’s sole discretion, violates the above rules, including any User Content that is unrelated to the specific portion of the Site on which it is posted, or that is an advertisement, other commercial message, or that Smart-incorp deems in its sole discretion to be inappropriate. If you believe that any User Content violates this Agreement or our policies, please contact Smart-incorp immediately so that we may have the opportunity to consider its removal. For clarity, Smart-incorp does not have any obligation to remove any User Content, and the interpretation of whether any User Content violates any Smart-incorp policy will always remain within the sole discretion of Smart-incorp.

Smart-incorp may disclose User Content and other relevant information, and the circumstances surrounding its transmission, to any third party in connection with operating the Site; to protect itself, its affiliates, its partners, and its visitors; and to comply with legal obligations or governmental requests. This means, for example, that Smart-incorp may honor subpoenas, search warrants, law enforcement or court-mandated requests to reveal a user’s electronic address and identity, or other properly requested information. Thus, when posting any user content, your identity may be discoverable by request from a third party with a subpoena, the government, or law enforcement.

You understand and agree that it is your responsibility to refrain from posting any User Content that directly or indirectly discriminates against users or otherwise violates applicable law.

Section 230 of the U.S. Communications Decency Act provides that:

1. Treatment of publisher or speaker: No provider or user of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider.
2. Civil liability: No provider or user of an interactive computer service shall be held liable on account of

 (A) any action voluntarily taken in good faith to restrict access to or availability of material that the provider or user considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected; or

(B) any action taken to enable or make available to information content providers or others the technical means to restrict access to material described in paragraph (1).

License to User Content and Feedback

Only to the extent permitted by law, if you post content or submit material to Smart-incorp, you grant Smart-incorp a nonexclusive, worldwide, perpetual (revocable only as described below), fully paid, royalty-free, sub-licensable (through multiple layers of sub-licensees) right and license to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works from, and otherwise exploit all such content and materials for the purpose of publishing material on the Smart-incorp website or its publisher partners, maintaining the Smart-incorp website, and promoting Smart-incorp without restriction. Furthermore, you grant to Smart-incorp, its affiliates, and sub licensees the license to use your name, user name, and/or trademarks and logos in connection with any such User Content or Smart-incorp marketing materials, or actions by Smart-incorp to promote or publicize such User Content (e.g. User Profiles, Company Profiles), including the use of keywords in third-party internet search engines.

You represent and warrant that: (i) you own the User Content that you submit, post, display, or otherwise make available on or through the Site, or that you otherwise have the right to grant the license set forth in this section; (ii) such User Content, and its submission, posting, display, or availability on or through the Site does not violate applicable law or the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person or entity; and (iii) such submission, posting, display or availability on or through the Site does not result in any breach of contract between you and any third party. You agree to pay for all royalties, fees, damages, and any other monies owed to any person or entity by reason of such User Content. You agree to defend, indemnify, and hold harmless Smart-incorp and its affiliates from any claims resulting from any such User Content. If you wish to request to revoke the license granted by you in this Section for any such User Content, please send a certified letter of request to the postal address listed above with a copy of your passport or national identity card (for identity verification purposes) and request removal of such User Content. Your certified letter of request must include (a) the signature of the applicable rights holder for such User Content or a person authorized to act on behalf of the rights holder; (b) identification of the User Content for which the license is to be revoked and information reasonably sufficient to allow Smart-incorp to locate and remove such User Content on the Site; (c) your name, address, telephone number, and email address; (d) a statement that you have a good faith belief that you are the rights holder or authorized by the rights holder to revoke the license for the designated User Content; and (e) a statement that the information in the request is accurate and, under penalty of perjury, that you are the rights holder or are authorized to act on behalf of the rights holder with respect to such User Content. There may be a charge for answering and executing such a request; please contact Smart-incorp for more details.

At your discretion, you may provide feedback and related materials to Smart-incorp concerning the functionality and performance of the Site from time to time, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). If you, through your evaluation or otherwise, provide any Feedback, you hereby grant to Smart-incorp a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple layers of sub licensees) right and license to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works from, and otherwise exploit all such Feedback for any purpose without restriction. You agree that Smart-incorp may disclose any or all Feedback to any third party in any manner, and you agree that Smart-incorp may sublicense any or all Feedback in any form to any third party without restriction. By providing any Feedback, you agree that your provision of such Feedback is gratuitous, unsolicited, and without restriction; that it will not place Smart-incorp under any fiduciary, confidentiality, or other obligation; and that we are free to use such Feedback without any additional compensation to you and free to disclose such Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by accepting any Feedback, Smart-incorp does not waive any rights to use similar or related ideas previously known to Smart-incorp or developed by its employees, or obtained from sources other than you.

Site Rules

You agree not to access (or attempt to access) the Site by any means other than through the interface that is provided by Smart-incorp, unless you have been specifically allowed to do so in a separate written agreement with Smart-incorp. You agree that you will not engage in any activity that interferes with or disrupts the Site or the servers and networks which are connected to the Site. Unless you have been specifically permitted to do so in a separate written agreement with Smart-incorp, you agree that you will not reproduce, duplicate, copy, sell, trade, or resell the Site for any purpose. You agree that you are solely responsible for (and that Smart-incorp has no responsibility or liability to you or to any third party for) any breach of your obligations under this Agreement and for any consequences of any such breach, including any loss or damage which Smart-incorp may suffer.

You agree that you shall not use or misappropriate the Site for your own commercial gain or transmit to Smart-incorp or upload to or through the Site (whether as User Content or otherwise) any Harmful Code. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “Trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots,” or “trap door devices”) that:  is designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate, or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including, but not limited to:

      1. exceeding a number of copies,

                – exceeding a number of users,

                – passage of a period of time,

                – advancement to a particular date or other numeral, or

                 –  use of a certain feature;

       2. would enable an unauthorized person to cause such result; or

        3. would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission.

Without limiting the foregoing, and by way of example only, users may not:

· Generate or facilitate unsolicited commercial email (“spam”). Such activity includes, but is not limited to:

•  sending messages in violation of the CAN-SPAM Act under U.S. law or any other applicable anti-spam law;
•  imitating or impersonating another person or his, her, or its email address, or creating false accounts for the purpose of sending spam;
• data mining any Smart-incorp property;
• sending messages to users who have asked not to be contacted;
• selling, exchanging, or distributing to a third party the contact information of any person without such person’s knowledge of, and continued consent to, such disclosure; and
• using Smart-incorp contacts in violation of Smart-incorp policy, as determined by Smart-incorp, including, for example, as indicated by low response rates from those persons contacted.

· Send, upload, distribute, or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content, or offer to do the same. Smart-incorp may block the transmission of such content.

· Intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other Harmful Code or items of a destructive or deceptive nature.

· Conduct or forward pyramid schemes or similar programs.

· Transmit content that may be harmful to minors.

· Impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself or the source of any email.

· Transmit another’s intellectual property or other proprietary or confidential information without such owner’s or licensor’s permission. Users who repeatedly post intellectual property owned by others will be banned from Smart-incorp.

· Violate the legal rights (such as rights of privacy and publicity) of others.

· Promote or encourage illegal activity.

· Interfere with other Smart-incorp users’ enjoyment of the Site.

· Create multiple user accounts in connection with any violation of the Agreement or create user accounts by automated means or under false or fraudulent pretense

· Sell, trade, resell or otherwise exploit for any unauthorized commercial purpose, or transfer, any Smart-incorp account.

· Modify, adapt, translate, or reverse engineer any portion of the Site.

· Remove any copyright, trademark, or other proprietary rights notices contained in or on the Site.

· Reformat or frame any portion of the web pages that are part of the Site without Smart-incorp’s explicit written permission.

· Contact other Smart-incorp users about multi-level marketing (MLM) programs or any topics Smart-incorp considers detrimental to its users.

· Create multiple Smart-incorp accounts without permission.

· Create multiple Smart-incorp accounts not under your corporate or company name, in order to attempt to achieve higher visibility.

· Bypass any limitations or suspensions of functionality.

· Provide false information.

· Scrape the Smart-incorp Users database

Smart-incorp reserves the right to use any User Content (including the content of messages or material sent through or to the Site or Smart-incorp) to prevent potentially illegal or tortious activities, or any other activities that are detrimental to other users. Smart-incorp reserves the right to use a variety of methods to detect and block the above anomalous activity and to screen User Content to prevent abuse such as spam or fraud. If you use the Site, you consent to Smart-incorp enforcing these rules, which may result in a temporary or permanent suspension or termination of your account or use of certain functions of the Site, including, but not limited to, the email relay function, with or without notice. Smart-incorp shall not be responsible or liable for any such suspension or termination, including any consequences thereof. Smart-incorp reserves the right to drop any message with an .ade, .adp, .bat, .chm, .cmd, .com, .cpl, .exe, .hta, .ins, .isp, .jar, .jse, .lib, .lnk, .mde, .msc, .msp, .mst, .pif, .scr, .sct, .shb, .sys, .vb, .vbe, .vbs, .vxd, .wsc, .wsf, .wsh, or .zip attachment for any or no reason.

Registration; Contact Information

Some areas of the Site, including areas that may permit you to set up a Smart-incorp account, require you to register or provide an email address. If you so register, you agree to (a) provide true, accurate, current, and complete information about yourself as prompted by our registration form (including your email address); (b) be responsible for the confidentiality and use of your username and password; and (c) not transfer or resell your use of or access to the Site to any third party. Please note that any individuals with whom you have shared your username and password may receive access to information regarding your Smart-incorp account. Smart-incorp is not responsible and disclaims all liability if your email is used improperly or falsely by a third party. In some instances, multiple users may be linked to the same account (“a Linked Account”). By registering for a Smart-incorp account, you agree to receive mandatory email updates regarding anomalous activity to your Smart-incorp account. If you attempt to send an email from a name or email address that is not true, accurate, current, or complete, this is a violation of our terms and we reserve the right to drop such email. A Linked Account is created when the primary account owner of a Company account invites other users to the same account. When using a Linked Account, all users within the same Linked Account have access to the communications and actions of all other users within the Linked Account, and you consent to such access.

We reserve the right at all times (but will not have an obligation) to terminate users or to reclaim usernames or URLs.

As part of its services to you, you agree that Smart-incorp may communicate with you or initiate communication with you on behalf of a third party through your Smart-incorp account or through other means such as email, telephone (including mobile phone), postal mail, or through the use of contact information provided to Smart-incorp by you or from third-party sources. By providing Smart-incorp with a mobile phone number, you expressly consent to receiving communication via such mobile number. When you give Smart-incorp a mobile number and consent to receiving communication, such communications are inherent to the services you have signed up for, and you may not revoke such consent without discontinuing use of Smart-incorp’s services.

If you establish an account, you are entirely responsible for any and all activities which occur under your account whether authorized or not authorized. You agree to notify Smart-incorp of any unauthorized use of your account or any other breach of security that is known or should be known to you. Your right to use the Services is personal to you and you agree not to resell or make any commercial use of the Services or the Information without the express written consent of Smart-incorp.

Third-Party Sites/External Sites

Our Website may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the Terms and Conditions and privacy policies of each site, and we are not responsible for such third-party sites’ compliance thereto. We encourage you to review said Terms and Conditions and privacy policies of third-parties’ sites.

In addition, Smart-incorp may provide you with links to certain third-party sites that offer you services for your use or benefit. We may stop offering any such third-party sites or services at any time. If you choose to use such third-party sites or services, you enter into an agreement with such third party alone at your own risk. When entering into an agreement with such parties, you are giving them your data directly and your rights and their obligations are determined by their privacy policies and terms of service. We are not responsible for any content or services provided these third parties and disclaim all liability from anything that may occur when you utilize such third parties. We are additionally not responsible for any payment that may be asked of you by such third party. You will be notified on the site that these are third party sites and services, and not Smart-incorp.

For example, Smart-incorp may provide you with access to a third-party site for online banking which allows you to open a bank account. Smart-incorp does not review any of the information, and any of the bank’s use of the information; therefore, your use of any such third-party services is solely at your own risk. However, you may choose to store certain information about the bank account at Smart-incorp. Smart-incorp reserves the right to remove access to any such External Sites for anyone who, in Smart-incorp’s sole discretion, abuses the third-party service. Any Smart-incorp User who uses such a product or service shall indemnify Smart-incorp for any and all claims arising out of its use of the External Site.

Media Endorsements and informational videos

The videos uploaded on our Site are for informational and advertising purposes only. Their purpose is to endorse Smart-incorp, and its various products. They are not meant to give you legal or tax advice. You cannot rely on the information provided in the videos without conducting your own research of laws and procedures in your state or jurisdiction.

Smart-incorp Site Applications (Smart-incorp Apps)

By using any of the Smart-incorp Apps, you agree that all of the terms and conditions found herein apply to your use of the Smart-incorp App. Additionally, you agree that the Smart-incorp App may send you push notifications if you turn on receipt of notifications and/or sign up to receive notifications. You further acknowledge that your use of the Smart-incorp Apps may require use of your data plan from your cellular provider. You are responsible for payment of all data usage accrued based on your use of the Smart-incorp App, and Smart-incorp disclaims all responsibility for such data usage. In addition, if you allow Smart-incorp Apps to utilize location services, the Smart-incorp Apps may suggest to you and collect from you certain information based on your geographic location.

Disclaimer of Warranties

The Site, Information and Services are provided by Smart-incorp on an “as is” and on an “as available” basis. To the fullest extent permitted by applicable law, neither Smart-incorp nor any of Smart-incorp’s shareholders, subsidiaries, affiliates, employees, independent contractors, representatives, or agents, makes any representations or warranties of any kind, express or implied, regarding the use or the results of the Site or the Services in terms of its correctness, accuracy, reliability, or otherwise. We also cannot guarantee that the Information on the Site is accurate, complete or up-to-date, and it should never be relied upon for legal advice. Smart-incorp shall have no liability for any interruptions in the use of this Website. Smart-incorp hereby disclaims all warranties with regard to the Information and Services provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties; in such jurisdictions the above-referenced exclusion is inapplicable.

Smart-incorp disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability or availability of information or material displayed in or linked from the Smart-incorp search results (including name searches, trademark searches, or Smart-incorp Partner Program searches) or otherwise made available on the Site by Smart-incorp or third parties (including User Content), regardless of whether the information or material is paid for.

Smart-incorp disclaims any responsibility or liability for the accuracy, content, completeness, or reliability of information provided by Smart-incorp for informational purposes only, including, but not limited to, most popular entity structures, filing fees, estimated processing time requirements, popular states for filings, and common user responses to questions. You acknowledge you are not paying Smart-incorp for the aforementioned information. Smart-incorp disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information, emails, alerts, or material (including User Content). Smart-incorp further disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Site or on other sites or services on the Internet accessed through the Site.

Under no circumstances shall Smart-incorp be liable to you or any third party on account of your use, misuse of, or reliance on the Site. Additionally, under no circumstances shall Smart-incorp be liable to you or any third party on account of your use, misuse of, or reliance on any third-party site or service you link to from Smart-incorp’s Site.

Smart-incorp further disclaims all liability for any technical malfunction of the Site, including, but not limited to, failure of any telephone network or service, computer systems, servers, providers, computer or mobile phone equipment, software, failure of email delivery, account login, or any other Services provided by Smart-incorp as a result of technical problems or traffic congestion on the Internet or any third-party website or combination thereof. This includes injury or damage to your or to any other person’s computer, mobile device, or other hardware or software, related to or resulting from using or downloading any Content in connection with the Site or Services. Under no circumstances will Smart-incorp be responsible for any loss or damage to any content, personal injury, or death resulting from anyone’s use of the Site, Services, User Content, third party applications, websites, software, or content posted on or through the Site, transmitted to users, or interactions between users of the Site or Services, whether online or offline.

THE SITE, AND ALL MATERIALS, INFORMATION, ADVICE, SEARCH RESULTS, USER CONTENT, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED. SMART-INCORP, ITS AFFILIATES, AND ITS AND ITS AFFILIATES’ THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. SMART-INCORP, ITS AFFILIATES, AND ITS AND ITS AFFILIATES’ THIRD-PARTY LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SITE, AND ALL MATERIALS, INFORMATION, ADVICE, USER CONTENT, SEARCH RESULTS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE. SMART-INCORP, ITS AFFILIATES, AND ITS AFFILIATES’ THIRD-PARTY LICENSORS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS MADE AVAILABLE BY SMART-INCORP. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING OR OBTAINING ANY SUCH MATERIAL OR DATA.

Limitation of Liability

Smart-incorp’s liability shall be limited in all cases to only those amounts paid to Smart-incorp for Services as outlined in the Smart-incorp Guarantee.

NEITHER Smart-incorp NOR ANY OF ITS SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, INDEPENDENT CONTRACTORS, AGENTS AND EMPLOYEES SHALL be liable for any damages whatsoever, and in particular they shall not be liable for any special, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue, or loss of use, arising out of or related to THE SERVICES, the Site, or the information contained in it, whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise, even if Smart-incorp has been advised of the possibility of such damages. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE certain OF THE ABOVE LIMITATIONS may be INAPPLICABLE.

We are not responsible for advising you with respect to your obligations to maintain your legal entity, or to comply with corporate formalities, or to remind you when you have annual reports, tax returns, or any other filings, fees, taxes, or documents due to be filed or submitted to a government municipality. Our sole responsibility is to provide assistance to you in preparing your forms as per your instructions and filing them with the requisite governmental body.

UNDER NO CIRCUMSTANCES SHALL SMART-INCORP, ITS AFFILIATES, AND ITS AND ITS AFFILIATES’ THIRD-PARTY LICENSORS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE, MISUSE OF, OR RELIANCE ON THE SITE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, OR OTHERWISE, EVEN IF SMART-INCORP, ITS AFFILIATES, AND ITS AFFILIATES’ THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SITE, FROM RELIANCE OR DAMAGE CAUSED BY INFORMATION POSTED ON THE SITE, FROM INABILITY TO USE THE SITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS MADE AVAILABLE ON THE SITE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SITE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON OR IS LINKED OR RELATED IN ANY WAY TO THE SITE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIABILITY OF SMART-INCORP, ITS AFFILIATES, AND ITS AND ITS AFFILIATES’ THIRD-PARTY LICENSORS FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT YOU PAID SMART-INCORP TO USE THE SITE.

Without limiting the foregoing, under no circumstances shall Smart-incorp or its affiliates, or its or their third-party licensors, be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its or their reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

Governing Law and Dispute Resolution

Our Site is operated and provided in the State of Maryland. As such, we are subject to the laws of the State of Maryland, and such laws will govern this Terms and Conditions, without giving effect to any choice of law rules. We make no representation that our Site or other Services are appropriate, legal or available for use in other locations. Accordingly, if you choose to access our site you agree to do so subject to the internal laws of the State of Maryland You submit to the exclusive jurisdiction of the state and federal courts in the County of Frederick in the State of Maryland, and you waive any objections to jurisdiction, venue or forum. If you bring a lawsuit against us and lose, then you will be required to pay our attorneys’ fees and costs.

Arbitration agreement

If a customer has concerns, they should call our customer support center at 240- 394-1391. If our Customer Support Center is unable to resolve your complaint to your satisfaction, you and Smart-incorp each agree to resolve disputes between the parties through small claims court or binding arbitration. If the case is valued under the small claims limit of $10,000.00, it shall be filed in small claims court, and said decision shall be final. If the case is valued at over $10,000.00, it shall be decided through binding arbitration. Any arbitration under these Terms will take place on an individual basis. No class action arbitrations are permitted. You may speak with independent counsel before using this Site or completing any purchase to better understand this arbitration provision.

Arbitration Terms:

· You and Smart-incorp agree to arbitrate all disputes and claims before a single arbitrator.

· Parties are responsible for their own fees and costs.

· The party who intends to seek arbitration must first send, by U.S. certified mail, a written Notice of Dispute (“Notice”) to the other party. The Notice must describe the nature and basis of the claim or dispute and set forth the specific relief sought (“Demand”). If the parties do not reach an agreement to resolve the claim within 30 days after the Notice is received, either party may commence an arbitration proceeding. During the arbitration, any settlement discussions between the parties shall remain confidential until the arbitrator renders the final award.

· Both parties agree that, by entering into these Terms, they are each waiving the right to a trial by jury.

Class Action Waiver

By using the Site and in return for the services offered by Smart-incorp, you acknowledge that Smart-incorp can only offer you these services under the terms and conditions as presented herein. As partial consideration for your use of the Site and these services, you agree not to sue Smart-incorp as a class plaintiff or class representative, join as a class member, or participate as an adverse party in any way in a class-action lawsuit against Smart-incorp regarding your use of the Site. If you do not agree to any part of these terms, do not continue your use of the Site or Services. Nothing in this paragraph, however, limits your rights to bring a lawsuit as an individual plaintiff, including in small claims court, subject to the section entitled Governing Law and Dispute Resolution.

Information or Complaints

If you have a question or complaint regarding the Site, please contact us via our contact page at: /contact-us/. Maryland residents may reach the Complaint Assistance Unit of the Maryland Office of the Attorney General by email at consumer@oag.state.md.us, or by telephone at 410-528-8662 or 410-576 6550 toll free at 1-888-743-0023.

Indemnification

You agree to indemnify and hold Smart-incorp, its shareholders, subsidiaries, affiliates, directors, officers, independent contractors, agents and employees, harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of (i) your use of the Services, the Website, or any of the Information contained therein, (ii) a violation of this Agreement, or (iii) infringement by you, or other user of the Services using your computer, of any intellectual property or any other right of any person or entity. If we are threatened by a third party, we may seek written assurances from you concerning your promise to indemnify us. Your failure to provide these assurances may be considered by us to be a breach of this Agreement.

Refunds and Returns

Refunds will be issued only pursuant to the Smart-incorp Guarantee and the terms of this Agreement. If you are not satisfied for any reason with our Services, you may request a refund of our service fees. If we make an error in filing your documents, we will promptly correct the error at no additional charge to you. The Guarantee is limited to the refund of Smart-incorp’s service fees and DOES NOT INCLUDE REFUNDS FOR GOVERNMENT FEES, whether state, federal or local, payments made to any third parties in connection with the Services provided (such as payments to state or county agencies, federal agencies, newspapers for publication requirements, or notary fees), or shipping and handling fees. You agree that refunds will only be issued if a request for a refund is made within 60 days of purchasing the Service and that no refunds will be issued if the request for a refund is made more than 60 days from the date the Service is purchased. No refunds will be issued for any reason if documentation was sent to you for your signature and you did not return it within 60 days of the date, we sent it. If there is a physical product received as part of the purchase, the product must be returned to us at Smart-incorp, Incorporated, Attn. Returns Department, 5257 Buckeystown Pike, # 206, Frederick, MD 21704, within 60 days of the original product ship date to qualify for a refund.

Payment of Fees

As consideration for the Services, you agree to pay us the applicable service(s) fee as posted on our Website at the time you place your order. All fees payable hereunder are non-refundable except as otherwise provided in the Guarantee. You further agree to provide current, complete and accurate information throughout the application process and to maintain such information to keep it current, complete and accurate throughout the time in which the Services are provided.

Right to Refuse to Provide Service

Smart-incorp reserves the right to cancel any account and refuse to provide services to anyone, for any reason, at any time.

Returned Checks

A fee of $35 will be added to all checks returned to Smart-incorp or that fail to clear due to non-sufficient funds within an account or a closed account. This is in addition to any fees your bank may impose.

Your Information and E-Mail Transmissions

Please do not send us any information that is proprietary or confidential. Except as otherwise provided in our Privacy Policy, we are under no obligation to keep anything you send to us confidential. When you send us an e-mail, you do so at your own risk. When we send you an e-mail, we do not use encryption software and you agree to bear any risk of interception of such messages.

Agents

You agree that if you are an Agent acting on behalf of a client in any capacity, including but not limited to as an attorney, an accountant, or otherwise, that you are bound by this Agreement. If you are the client of an Agent who is using this site to purchase Services on your behalf, then you agree that you are bound by this Agreement as if you were making the purchase directly and that you will be bound as a principal.

Modifications and Interruption to Service

Smart-incorp reserves the right to modify or discontinue the Website or the Services with or without notice to you. We shall not be liable to you, or any third party should we exercise our right to modify or discontinue the Website or the Services at any time. You acknowledge and accept that Smart-incorp does not guarantee continuous, uninterrupted or secure access to our website and operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

Compliance with Laws

You assume all knowledge of applicable law and are responsible for compliance with any such laws. You may not use the Services in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

Copyright and Trademark Information

All content included or available on the Site, including Site design, text, graphics, interfaces, and the selection and arrangements thereof is the Copyright of Smart-incorp, Incorporated, 2005-2007 , with all rights reserved, or is the property of Smart-incorp and/or third parties protected by intellectual property rights. Any use of materials on the Website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of Smart-incorp is strictly prohibited. You agree that you will not use any robot, spider, or other automatic device, or manual process to monitor or copy our Web pages or the content contained therein without prior written permission of an authorized officer of Smart-incorp.

All other trademarks displayed on our website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of any product or service of those owners. In addition, such use of trademarks or links to the Websites of third parties is not intended to imply, directly or indirectly, that those third parties endorse or have any affiliation with Smart-incorp.

Claims of Infringement

U.S. Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA“) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Smart-incorp infringe your copyright, you or your agent may send us a notice requesting that the material be removed or access to it blocked. The notice must include the following information, as required by 17 USC. § 512(c)(3)(A):

  a. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

  b. identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the site are covered by a single notification, a representative list of such works);

  c. identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Smart-incorp to locate the material on the site;

  d. the name, address, telephone number, and email address (if available) of the complaining party;

  e. a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

  f. a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Smart-incorp a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent in writing to Smart-incorp Copyright Notice, 340 N. Westlake Blvd., Suite 210, Westlake Village, CA 91362, USA ( legal@Smart-incorp.com). We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there are penalties for false claims under the DMCA.

Other Claims of Infringement. For claims of infringement that do not involve a U.S. copyright, please contact us at legal@Smart-incorp.com.

Amendments

We reserve the right, at any time, to modify, alter, or update the terms and conditions of this agreement without prior notice. Modifications shall become effective immediately upon being posted at Smart-incorp.com. Your continued use of the Site or the Services after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.

Severability

If any provision of this Terms and Conditions Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent.

Assignment

You agree that this Terms and Conditions Agreement and any other agreements referenced herein may be assigned by Smart-incorp, in our sole discretion, to a third party in the event of a merger or acquisition.

Waiver

Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. Neither failure nor delay on the part of Smart-incorp to exercise any right, remedy, power or privilege hereunder nor course of dealing between the parties shall operate as a waiver thereof, or of the exercise of any other right, remedy, power or privilege.

Entire Agreement

This Terms and Conditions Agreement constitutes the entire agreement between us in relation to your participation as a user of the Site, the Services, or an account holder and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.

BY ACCESSING OR USING THE SITE, OR PLACING AN ORDER FOR ANY OF THE SERVICES YOU ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTAND, AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD IMMEDIATELY CEASE ALL USAGE OF THIS SITE AND OUR PRODUCTS AND SERVICES.

Miscellaneous

By accessing or using the Site, you signify your assent to this Agreement and agree to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations, copyright laws, and other laws regarding intellectual property. You represent, warrant, and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; and (b) are not on any of the U.S. government lists of restricted end users. The materials on the Site are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of Smart-incorp’s proprietary rights in them.

SUPPLEMENTAL TERMS AND CONDITIONS

Depending on the site areas you use or access, and/or the products and services you receive, purchase, or subscribe to, the following Supplemental Terms and Conditions apply:

Registered Agent Services Users

In addition to the other Smart-incorp terms, these Supplemental Terms and Conditions apply for users of our “Registered Agent Services,” (RA Services) and constitute a legal agreement between you and Smart-incorp detailing your use of the Smart-incorp Registered Agent Services. This Agreement, and its terms, conditions, limitations, and requirements, is effective as of the date you accept its terms by purchasing the RA Services, accepting a promotional trial thereof, or purchasing a package that includes RA Services (the “Effective Date”). Please read these Supplemental Terms carefully.

Smart-incorp’s statutory representation services are limited to the receipt and forwarding of items covered under the state statutes. Smart-incorp will forward your service of process and any official state or government documents by uploading them to your online account. If items are too big to scan into our database, we will forward via regular mail after scanning the first pages of the document into our database.

The use of our services does not constitute any relation to the client except as to perform our contractual duties. Smart-incorp does not own the entities it represents or have any interest in them. Smart-incorp does not have any interests in the financial aspects of the entities it represents. Smart-incorp has no obligation to forward any items if client stops using Smart-incorp’s services. Smart-incorp has no obligation to forward items sent without an agreement between client and Smart-incorp. Client assumes all liability for items delivered to Smart-incorp without an agreement, and client will be held liable for our reasonable fees associated with official items that client would like forwarded.

When receiving service of process on behalf of the client, Smart-incorp shall in no event be held responsible for any part of the lawsuit or claim. Client agrees to indemnify Smart-incorp of all claims brought in these processes. The only liability Smart-incorp will hold is that of providing the services the client has hired Smart-incorp to provide. Client is prohibited from assigning any cause of action or remedy to any third party.

Smart-incorp specifically disclaims any warranty. Under no circumstances is Smart-incorp liable or responsible for any damage or inconvenience caused or alleged to be caused by the use of our services. Smart-incorp does not assume any legal, financial, or other liability or responsibility for the accuracy, completeness, or usefulness of any official documents prepared and/or filed by a client directly with any state. Smart-incorp will not be held liable for any fees or corrections needed for its clients filing their own documents improperly.

Smart-incorp cannot be held liable to client or any third party for any direct, indirect, special, consequential, or incidental damages; loss of business profits; business interruption; loss of business information; and anything of this matter arising out of the use of Smart-incorp’s services.

Cancellation of the Registered Agent Service

You may cancel the Smart-incorp Registered Agent Service at any time. If you wish to cancel, you must properly file, with the appropriate government agency, the documents required to remove Smart-incorp and/or its affiliates as the Registered Agent for your business entity. In most jurisdictions, you must appoint a Registered Agent as it is required by law (though this agent need not be Smart-incorp). Rules and regulations governing who may act as a registered agent vary by state. To properly “Cancel” the service with Smart-incorp, you must provide proof that you have effectively removed Smart-incorp and its affiliates as your agent for service of process. Upon providing such proof, and upon your written request, Smart-incorp will terminate all subscriptions for RA Service for the entities and jurisdictions you would like to cancel and will stop accepting service of process on your behalf. In addition, all alerts for your RA Service shall cease and we will no longer forward any service of process or other mail to your provided contact.

Smart-incorp’s Financial Liability is Limited to the Fees Paid to Smart-incorp by Client.

Smart-incorp cannot warranty or guarantee that its services are complete or error free. We do not warrant that your mail or notices will never be lost or misrouted. Neither Smart-incorp nor your Registered Agent is liable to the intended recipient. Smart-incorp will make its best efforts to notify both the intended recipient and the unintended recipient promptly on discovery of the error and seek prompt retrieval of the item from the unintended recipient. This does not override or change any of the liability disclaimers in this service agreement. IN ORDER TO OBTAIN SMART-INCORP’S SERVICES FOR THE STATED FEES, CLIENT AGREES TO ASSUME THE RISK FOR ANY AND ALL LIABILITIES DISCLAIMED BY SMART-INCORP AND ALL DAMAGES IN EXCESS OF THE FEES PAID SMART-INCORP FOR THE SERVICES.

You Must Notify Smart-incorp of any Changes to Information

It is the client’s responsibility to keep Smart-incorp up to date of any changes in its address and persons authorized to receive Smart-incorp’s notifications, reports, processes, and legal matters. Client gives Smart-incorp and its affiliates the authority to receive, open, and forward items received to the address client designates as its recipient for information received by the Registered Agent. Smart-incorp is not liable if it is unable to forward important legal documents such as service of process, demand letters, lawsuits and official mail to the client if the client changes its contact information without notifying Smart-incorp. These changes will be considered to be in effect after we have entered them into our database.

You Must Accept Mail and E-Mail from Smart-incorp

At the request of Smart-incorp, you must sign for or otherwise acknowledge your acceptance of all Mail sent to you by your Registered Agent. If you refuse to accept Mail or Email forwarded to you from your Smart-incorp Agent, you will bear any costs of return shipping of the Mail. Further, Smart-incorp shall not be responsible for the returned mail, nor does Smart-incorp have any obligation to resend said mail or Email. If you are utilizing Smart-incorp Registered Agent Services, we strongly suggest that you add our domain (Smart-incorp.com) to your whitelist of allowed email senders to ensure you receive timely notifications of legal proceedings and other compliance matters.

Document Storage

You acknowledge and agree that Smart-incorp has no responsibility or liability to store any mail, legal notices, messages, communications, or other content received or transmitted. Smart-incorp may subcontract any third-party services for any work, obligations, or other performance required under this agreement without your consent. Unless explicitly stated otherwise, any new features that augment or enhance the current Service are subject to these Terms and Conditions.

Service Fees

You must pay all fees, including filing fees, for the services you are requiring in accordance with the terms at the time of your purchase. Smart-incorp may increase its fees for these Services to you effective the first day of a given period by providing you notice of the new fees at least thirty (30) days before the beginning of the Service term. If you do not cancel your Service and fulfill your obligations, you will be deemed to have accepted the new fee and any subsequent renewal terms. If you add a product or service to your subscription, Smart-incorp may, in its sole discretion, charge you a prorated portion of the cost to align your renewal date with your current subscription.

Automatically Renewing Service

For automatically renewing Services, your Service will renew automatically at the end of the initial Term and at the end of each successive renewal term until you notify us in writing that you want to terminate your Service under this Agreement. If you do not notify us, your credit card will automatically be charged for the renewal term of your Service on your renewal date. Smart-incorp may adjust your renewal Date in subsequent renewal periods without notice. This will be reflected by a charge to your account on a prorated basis according to the number of days that have passed since the date of your latest renewal charge. Unless Smart-incorp otherwise notifies you in advance under this Agreement, the renewal charge will be equal to the original purchase price paid for the RA Service. If a charge made to your account is declined, Smart-incorp may make up to five attempts to bill that card over a thirty-day period. Smart-incorp may obtain automatic updates for any expiring credit cards you have provided.

Non-automatically Renewing Service

If you have not opted for automatic renewal of your Service, the renewal will be invoiced approximately two months before the start date of such renewal terms, with your date due set no later than the first day of the renewal term. If a charge made to your account is declined, Smart-incorp may make additional attempts to bill that card over a thirty-day period. If payment is more than 15 days late there will be a late payment penalty of $25.00. If account is 30 days past due Smart-incorp will terminate the agreement and cancel your subscription.

Smart-incorp may terminate your Service, as your registered agent if: 1) you fail to provide accurate, complete, and current information as requested or required by Smart-incorp or your Registered Agent, 2) we are unable to locate you after reasonable and diligent efforts, 3) you fail to pay, 4) we suspect illegal activity, or 5) any other lawful reason.

If client cancels service with Smart-incorp, client agrees to submit the proper paperwork to dissolve its entity, withdraw Smart-incorp or its affiliates as Registered Agent from the state records, or change its registered agent on its own, for no cancellation fee, or to hire Smart-incorp to file the paperwork, with you paying all associated fees. After termination, any notices or mail that your Registered Agent receives on your behalf will be marked “Return to Sender” if it is first class mail or destroyed if it is not.

YOU WAIVE AND RELEASE YOUR REGISTERED AGENT FROM COMPLIANCE WITH ANY OBLIGATION TO FORWARD OR RE-MAIL NOTICES OR MAIL RECEIVED AFTER YOUR SUBSCRIPTION HAS BEEN TERMINATED AND SPECIFICALLY AGREE THAT YOUR REGISTERED AGENT HAS NO OBLIGATION TO FORWARD OR RE-MAIL NOTICES OR MAIL TO YOU. YOU AGREE TO HOLD SMART-INCORP, YOUR REGISTERED AGENT AND THE AFFILIATES OF EACH HARMLESS FROM ANY CLAIM TO THE CONTRARY. THE RELATIONSHIP IS TERMINATED AT THAT POINT AND SMART-INCORP DOES NOT HAVE ANY RESPONSIBILITIES TO YOU. At Smart-incorp’s discretion, Smart-incorp may officially resign from the state as Registered Agent and client agrees to compensate Smart-incorp for all associated fees in drafting and filing any such documents.

Upon the termination of your Registered Agent Service, you agree that:

  · These terms are binding on the company, and that if someone has access to this account, whomever agrees to cancel, has the proper authority.

  · This is a civil agreement, and you hereby waive any and all right or claims of statutory damages or tort claims.

  · You hereby release all liability or duty Smart-incorp or its affiliates had or continues to have to notify your company or you about lawsuits or any mail Smart-incorp or its affiliates might continue to receive, even if our office address is still listed on any part of the corporate filing or if we are still listed as the registered agent.

  · if we are still listed as the registered agent or our address is being listed, that we have the right to remove ourselves and our address, which might put your company in default, and that your company might lose its license, good standing, or approval to perform work by various agencies.

  · We are not agreeing to perform any filings to remove ourselves from your company, but we may choose to do so.

  · You shall NOT file a “change of address” request with the United States Postal Service. This is a specific address request form the USPS provides that will ultimately not work because our address is not yours but could make a mess for both of us. The address we provide clients is our address.

  · As of the date of termination of your Registered Agent Service, we will not forward service of process, legal notices, lawsuits, or any mail or notices that we may continue to receive for your company.

Entity Formation Authorization and Release

For Corporate Formations (C-Corps, S-Corps, PC’s & Non-Profits): You hereby authorize Smart-incorp, Incorporated and any of its employees, agents, or other designees to act as Incorporator of this corporation on your behalf. You, under penalty of perjury, solemnly swear that the information you are submitting herein is true to the best of your knowledge and that you have no intent to deceive or defraud Smart-incorp or any other third parties. You further acknowledge that the individual designated by Smart-incorp as the Incorporator of this corporation is NOT a shareholder, director, officer, or other interested party and has no real liability, on-going duty, or other significance. The sole function of the person designated as Incorporator of the Corporation is merely to file Articles of Incorporation with the appropriate state office.

For LLC Formations: You hereby authorize Smart-incorp, Incorporated and any of it employees, agents, or other designees to act as Organizer of this LLC on your behalf. You, under penalty of perjury, solemnly swear that the information you are submitting herein is true to the best of your knowledge and that you have no intent to deceive or defraud Smart-incorp or any other third parties. You further acknowledge that the individual designated by Smart-incorp, Incorporated as the Organizer of this LLC is NOT a member, manager, or other interested party and has no real liability, on-going duty, or other significance. The sole function of the person designated as Organizer of the LLC is merely to file Articles of Organization with the appropriate state office.

Government Filing Requirements: Smart-incorp is not responsible for advising you or reminding you of any requirements or obligations of any governmental body, whether federal, state or local. This includes but is not limited to any obligations to make filings or pay required taxes or fees. Our sole obligation is to submit the filing as requested by you in your purchase of Services from us. You will need to educate yourself or seek professional assistance regarding ongoing maintenance requirements and corporate formalities.

Express, Rush, and Delayed Filing Requests Users

We offer various filing services and multiple processing speed options.

The time required to process an Express or Rush filing depends on each state’s specific processing time requirements and constraints. We cannot guarantee that your document will be filed within the time you desire since we do not control the government entities that process the filing. We assume no liability for the governments delayed filing of your documents.

Delayed Filing Requests are defined as when you request your business entity to be filed on a specific day in the future (or after a specific date), usually after the first of the year. If the documents are filed BEFORE your requested date of filing, we will offer a full refund of our fees excluding filing costs. We assume no liability for any consequences of the different filing dates other than what is stated above. NOTE: We CANNOT guarantee a specific date of filing; we may only offer a Delayed Filing Request to submit a filing AFTER a specific date.

Business Filing Services Users

State and government fees are NON-REFUNDABLE. Only Smart-incorp Fees are Fully Refundable.

User assumes all liability from a tax consequence of any filing it makes or Smart-incorp makes on its behalf.

Government entities charge additional fees for expedited or rush services. These fees are State or government charges, not ours.

Client understands that if the State fails to process a normal or expedited filing quickly, that the State will not issue us a refund, and in turn, we cannot issue client a refund of State filing fees or expedite fees. Client acknowledges and agrees that agrees that he or she shall NOT dispute charges on client’s credit card for all STATE FEES or GOVERNMENT FEES amounts. Smart-incorp has no control over the State Officials and their filing procedures or timelines and makes no such warranties to Client.

Client assumes liability for charges incurred because of services performed by Smart-incorp on client’s behalf or upon client’s direction that are in addition to services bought online or paid for in advance.

State and government fees are due upon purchase.

Name Selection for Business Filings and Trademarks Users

If the use of a Site area addresses Name Selection, or if Services include business filings that affect a name selection (including but not limited to: Business Name Reservations, Business Name Registrations, Incorporation or LLC Filings, DBA or Fictitious Business Name Filings, a Trademark search or application preparation), then you have provided us with a name you have selected for that site area or specific Service. You agree that you are responsible for the spelling of the name you have provided and that you have double-checked it and it is the spelling you desire. You understand that once you have submitted your order and once the documents have been submitted for filing to the state office, the name cannot be changed unless you request Smart-incorp and pay the appropriate Smart-incorp service fees to file Articles of Amendment or whatever other filing is required within the state of filing to effectuate a Name Change.

Furthermore, we cannot and do not check to see whether the name you select, or the use you make of such name, infringes on the legal rights of others. We encourage you to seek the advice of counsel to investigate whether the name you select, or its use infringes on the rights of others. When you submit your order, you represent that such name does not infringe on the rights of others and that the name is not being registered for an unlawful purpose. You agree to hold us harmless against all claims or liability made by any third parties regarding the use of the name.

If your desired Business Filing includes the registration of a business name, then once you select your desired business name and provide it to us, we will perform a preliminary, non-binding name availability search in the appropriate jurisdiction to determine whether it is available to be used in the state of filing. This “name availability search” is being conducted strictly for the purpose of determining the likelihood of whether the requested state filing will most likely be successful for a given name. If your provided name is not available, we will then move on to your second or third choice (if applicable). In the event, you wish to cancel the filing process upon notice that the entity name(s) you’ve chosen for your entity is/are unavailable, Smart-incorp will gladly cancel your filing request and refund the service fees paid to Smart-incorp minus any state or government fees that may have been paid in an effort to secure your desired name. You may request a cancellation of your order by providing a written request for cancellation to Smart-incorp and Smart-incorp will cancel your order upon receipt of notice and process any refunds as per the guidelines stated under Refunds and Returns.

If you do not include the proper corporate indicator at the end of your entity name, (i.e., “Inc.”, “Incorporated”, “Corp.” “Corporation”, “Limited Liability Company” or “LLC”), Smart-incorp will add the “Inc.” or “LLC” suffix at the end of your entity name to complete the processing of your document filing request in those states where applicable. We cannot guarantee that the name will be available at any time during the process, even if you have reserved it. You acknowledge that registering or reserving a name does not guarantee that the name will ultimately be available or that it will not be challenged by a third party. You may not rely on the name of your entity or any statements or information that your entity has been formed until you receive original, state-issued and approved, entity formation documents, such as Articles of Incorporation or Organization.

Corporate Name Search Users

Smart-incorp conducts a name check to determine the name availability for state and/or county registration or filing. This name check is usually performed by comparing your desired business name against the relevant state or county database to determine whether the governmental processing office will allow your desired name to be registered as a corporation, LLC, or DBA (“doing business as” or “fictitious business name”) as the case may be.

As a participant in Smart-incorp’s Corporate Name Search service, you hereby acknowledge, authorize, and agree to the following:

  · You agree that you are responsible for the spelling of the name you have provided and that you have double-checked it and it is the spelling you desire.

  · We are NOT RESEARCHING YOUR TRADEMARK RIGHTS and we are not rendering an opinion as to whether use of your desired business name may infringe upon the rights of others. We cannot and do not check to see whether the name you select, or the use you make of such name, infringes on the legal rights of others. When you submit your Corporate name search request, you hereby represent that such name does not infringe the rights of others and that the name is not being registered for an unlawful purpose. You agree to hold us harmless against claims or liability made by any third parties regarding the name. Whether a trademark infringes upon the rights of others can be a legally complex matter. We encourage you to seek the advice of counsel to investigate whether the name you select or its use infringes on the rights of others.

  · We cannot guarantee that the name will be available at any time during the process, even if you have reserved it. You acknowledge that registering or reserving a name does not guarantee that the name will ultimately be available or that it will not be challenged by a third party. You may not rely on the name of your entity or even that your entity has been formed until you receive original, state-issued and approved, entity formation documents.

As such, we strongly urge you to hold off on printing any form of marketing or promotional collateral including company business cards and/or brochures until you receive physical confirmation of original, state-issued and approved, entity formation documents, such as Articles of Incorporation/ Organization.

  · Smart-incorp makes no warranties or guaranties regarding the accuracy of the name search results.

  · The phone number and email address information that you provide to us will be used by a Smart-incorp representative to contact you and follow up with you regarding your name availability results. Phone communication will be attempted at least 3 times and email communication will be attempted at least 7 times with no further communication unless you are subscribed to another mailing list, or we must communicate with you for administrative or billing purposes.

If you wish to unsubscribe yourself from any Smart-incorp marketing email campaigns and/or communication including being appraised of your name availability results via phone or email, you may contact us at: 240-394-1391 or email your inquiries to our support team at support@smart-incorp.com with your unsubscribe requests.

Trademark Search and Registration Users

Smart-incorp updates its databases with the latest trademark information available from the United States Patent and Trademark Office (USPTO). The accuracy and integrity of the data is NOT insured. Smart-incorp and its affiliates, agents, licensors and third-party providers hereby disclaim all representations and warranties, express, implied or statutory, with regard to its products and services, including but not limited to any implied warranty of merchantability, fitness for a particular purpose and non-infringement. In no event will Smart-incorp or its affiliates, agents, licensors or third-party providers be liable for any direct, indirect, special, incidental, punitive or consequential damages, even if advised In advance of the possibility of such damages. Any liability arising from the use or our website or of the preparation of a trademark search report is limited to a refund of the search fee paid (if any).

Many factors determine whether a mark may be successfully registered with the USPTO. Such factors include whether the mark: 1. is used “in-commerce”, 2. properly identifies the source of the goods or services, 3. is confusingly similar to or dilutes other marks, 4. Is generic or merely descriptive, and/or 5. may infringe upon an unregistered or common law mark.

Smart-incorp DOES NOT interpret your search results to determine whether your trademark is available for use or registration or whether its use may infringe upon the rights of others. Such a determination may only be decided by you or your attorney. Smart-incorp is NOT A LAW FIRM and CANNOT ADVISE YOU regarding your desired mark. Only an attorney qualified to practice before the USPTO may advise you regarding the use of a trademark.

Alerts, Notifications, and Compliance Monitoring Users

Smart-incorp offers alerts for important due dates and filing deadlines for businesses. We refer to this service as:

  · Alerts and Notifications

  · Corporate Compliance Alerts

  · Corporate Compliance Monitoring

  · Business Monitoring

Corporate Compliance refers to the federal, state, and local rules required to keep your business entity in good standing with the state where it conducts business.

We will reach out to you through calendar alerts to remind you of certain upcoming filings. Our system and its notifications are limited to only certain type of filings. Local, industry-specific, licensing, and tax issues are not included as part of this state filing service. Smart-incorp makes no guarantees or warranties about the compliance alerts described herein. Smart-incorp is not liable if client misses a filing deadline. Client must conduct their own research to ensure they are compliant with state laws. We reserve the right to make changes or updates to this service at any time. You are responsible for informing Smart-incorp of changes to your email or phone number.

North Carolina Users

The following additional terms, conditions, and disclosures apply to forms or templates to be filed in the State of North Carolina.

Pursuant to N.C. General Statute Section 84-2.2, residents of North Carolina have the opportunity to Review Completed Forms Prior to Purchase. Residents of North Carolina will be provided a means to see the blank template or completed form before finalizing a purchase of that document. If you are forming a North Carolina entity and do not receive an opportunity to review your completed form prior to purchase, please contact us at 240-394-1391 or via email at support@Smart-incorp.com so that we can ensure you are given this opportunity before your purchase becomes final or you are billed for your purchase.

Review of North Carolina Forms

All forms relating to North Carolina entities are reviewed at least annually by an attorney licensed to practice law in the State of North Carolina. Upon written request, Smart-incorp will provide North Carolina consumers with the name and address of the reviewing attorneys, as well as the date of the last such review.

No Legal Advice is Being Provided by Smart-incorp

As set forth in these terms, Smart-incorp is not providing you legal advice. Any forms or templates are not a substitute for the advice or services of an attorney.

Smart-incorp’s Legal Name and Physical Location

The entity providing you templates on behalf of Smart-Incorp is Corpnet, Incorporated, a California Corporation located at: 340 North Westlake Blvd, Suite 210, Westlake Village, California, 91362 (County of Ventura).

Disclaimer of Rights/Warranties and Venue Provisions

North Carolina General Statutes Sections 84-2.2(a)(5) and (6) shall supersede any provisions herein which limit a consumer’s recovery of damages or remedies with respect to forms or templates to be filed in North Carolina, which limit or disclaim any warranties or liability, or which provide for jurisdiction or venue outside of North Carolina with respect to North Carolina forms or templates.

Further, under the Federal Arbitration Act, 9 U.S.C. § 2, the North Carolina statute does not affect an arbitration provision. Accordingly, the provisions of herein relating to arbitration remain applicable to North Carolina forms and templates. If you are purchasing a North Carolina form or template, you expressly agree to the Smart-incorp arbitration clause.

Consumer Satisfaction Process

If you at any time become concerned that Smart-incorp is engaged in the unauthorized practice of law in North Carolina, please inform us by telephone at 240-394-1391 by email at support@Smart-incorp.com, or by mail at Smart-incorp, Attention: Legal Department, 5257 Buckeystown Pike Suite 206, Frederick, MD 21704 of such a concern, and we will immediately relay any such concern expressed by you to the North Carolina State Bar.

In addition, if you are not satisfied with any of our services, please contact us immediately for a friendly and courteous resolution at support@Smart-incorp.com or via telephone at 240-394-93-1