In this Agreement & Disclaimer (“Agreement”) “I”, “you” and “your” refer to each customer or website visitor, “we”, us”and “our” refer to MyNewCompany.com, Inc., its contractors, agents, employees, officers and directors (hereinafter “MNC”) and “Services” refers to the services provided by us.
Please read the following information carefully. You must agree to and understand every term and condition.
MyNewCompany.com, Inc. (MNC) is a service company that provides but is not limited to incorporation, LLC formation, Registered Agent (Resident Agent) and other related business filing services (dissolutions, amendments, annual reports, etc.). The information contained in this site is provided for general information only and should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of your specific situation. You understand that MNC is not acting as your attorney in any way and the information provided on this web site, through emails, live chat or phone conversations with MNC’s employees or agents is not legal advice. In fact, you are advised that you should consult competent legal counsel of your own selection regarding any legal questions which you have regarding incorporation, company formation or other business filings like dissolutions, amendments, annual reports, etc.
MNC uses the information provided either verbally, via email or on our online order forms to complete the information on the forms required by the state. MNC is not a law firm and neither MNC nor any of its employees provide legal services or legal advice. Further, no representations or warranties, expressed or implied, are given regarding the legal or other consequences resulting from the use of our services or order forms.
BUSINESS ENTITY FORMATIONS:
As every business is unique and laws vary from state to state, it is impossible for MNC to guarantee that the options selected by you are the best for your particular situation, which varies depending on such things as the shareholders/members or directors of your corporation or LLC. You acknowledge that MNC does not know your financial or tax situation and did not provide you with any legal advice on whether to be a C or S corporation, LLC or DBA. You are hereby advised to consult your own consultant regarding these matters.
You acknowledge that unless informed otherwise we will assume a fiscal year end for your company of December 31. All LLC’s will be filed with a “perpetual” existence or “maximum allowable years” unless informed otherwise. Unless specified on your order, we will assume you request “, Inc.” as your corporate ending for corporations and “, LLC” as the ending for a LLC. You also agree to provide a conformed copy executed by you for any matter for which an electronic signature has been attached.
Further, you acknowledge that after your business has been incorporated, or your LLC has been formed, it is your responsibility to make sure that the corporation/LLC complies with all state, local and federal laws (and international laws if applicable). If you elected to act as the Registered Agent for your company in Louisiana, the state will be sending you a confirmation email to the Registered Agent email address you provided on your order. You must reply to this email within 10 Business Days of the date your filing was submitted to the state or the state will redact your filing.
SIGNATURES AND ELECTRONIC SIGNATURES:
You acknowledge that by submitting an order to MNC either via web or phone that you are allowing us to sign paperwork, electronically or otherwise, on your behalf as an “authorized representative”. You also authorize MNC to affix or transmit your electronic signature and/or data to documents, where applicable.
MNC will check your requested name(s) in the state of filing only and not against existing Federal or local trademarks or trade names. You acknowledge that though your company name may be available in one state, it may not be available in another.
MNC performs filings for existing companies that may change, modify or close the business enity. You acknowledge that making changes to or closing an existing business entity may have legal and or other tax consequences and that you are fully responsible for meeting these requirements. You acknowledge that any filing you make to change, close or otherwise submit information on your existing business entity has been approved by all company stakeholders and that MNC did not offer any legal advice as to which filing would be best for your situation.
You acknowledge that although we provide estimates as to the amount of time it will take to process your order, there is no guarantee as to the length of time each State will take to process a filing, nor can we predict the State’s workload, seasonal increase in demand, the time the Post Office or Courier Service will take to send a document or any other time estimate. We will go to great lengths to process orders as fast as possible, but, for the most part, we are dependent upon the Postal Service for delivery and each individual State to process the filing.
Client acknowledges that they can select the method of shipping of their completed order of either 1st Class Mail (US Postal Service) or Federal Express (Standard Overnight if available to your area, otherwise will be shipped by 2nd Day Air). Client acknowledges that only Federal Express orders can be tracked and though while reliable, the delivery estimate by Federal Express is not guaranteed.
MNC only ships to the countries and territories listed in the dropdown on our order forms; we reserve the right to cancel orders without notification from any country not listed on the order forms (with a full refund if payment has been received). All prices are shown in US dollars. It is important that you consult your local laws and, if necessary, contact an attorney to see if you have any restrictions on which type of US company may operate in your home country. If the client does not or is unable to provide a Social Security Number or ITIN, then MNC will be unable to obtain the Federal Employer Identification Number (FEIN) on the client’s behalf but will provide the completed form and instructions for the client to obtain the FEIN directly from the IRS per IRS rules and regulations.
For security and fraud prevention purposes, MNC requires any payment method that is from a non-US source to be verified for security purposes which may include verification of identity, address and other information. MNC reserves the right to cancel any order without notification that cannot be verified or we determine not to meet our security standards.
INTERNATIONAL SHIPPING AND DELIVERY:
MNC ships via the United States Postal Service (USPS). Depending on your location and the value of your order, we may ship via Global Express Guaranteed, Express Mail Internataional or Priority Mail International. Please note that not all methods of international shipping from the USPS will have detailed tracking, confirmation of delivery or a guaranteed delivery time which is ultimately determined by your local postal service. Please note that estimates on delivery times do NOT include customs delays or any fees imposed by your home country (if any) which will vary depending on your home country’s customs policies.
GENERAL: LIMITATION OF LIABILITY:
MNC’s liability is limited only to amounts paid to MNC. If you are not satisfied with our service please contact us and we will take reasonable efforts to make sure you are satisfied. If you are seeking a stronger guarantee it is recommended that you contact an attorney.
If an order is cancelled after payment has been taken by MNC but before a name check has been completed, MNC will refund the total order amount minus a $25 dollar processing fee. If the order is cancelled after the name check has been completed but before the formation documents have been created, MNC will refund the total order amount less a $50 dollar processing fee. If the order is cancelled after the formation documents are created, MNC will refund the total amount of the order less a $75 dollar processing fee provided that the formation document is not already filed with the state. Note that orders cannot be cancelled after they have been shipped to the state or county filing office for processing and that the Virtual Office service 1st month fee is not refundable if MNC has already provisioned the address or phone and FAX line.
If an order is cancelled after payment has been taken by MNC but before the filing documents are created, MNC will refund the total order amount minus a $25 dollar processing fee. If the order is cancelled after the filing documents are created, MNC will refund the total amount of the order less a $75 dollar processing fee provided that the formation document is not already filed with the state. Note that orders cannot be cancelled after they have been shipped to the state or county filing office for processing and that the Virtual Office service 1st month fee is not refundable if MNC has already provisioned the address or phone and FAX line.
If an order is placed by phone via one of our employees and is subsequently cancelled by the client, the order will incur a $25 dollar convenience fee which is in addition to the cancellation fees above.
ORDERS NOT RECEIVED:
The client has 15 days after we ship a completed order to notify us if they have not received their completed order via their chosen shipping method. If reported within that 15 day window, MNC will replace the order at our cost. If after the 15 day window, the client will be responsible for any fees related to replacing the lost formation documents, though MNC will provide assistance in the process. If the client requested Federal Express shipping and the package can be tracked as “delivered”, MNC will assume the package was delivered regardless if the client signed for the package or not or has a “signature waiver” on file with Federal Express.
INTERNATIONAL ORDERS NOT RECEIVED:
Lost international packages or packages that cannot be confirmed as delivered are the responsibility of the client provided MNC shipped to the correct address entered on our order forms. The client will be responsible for any fees related to replacing the lost formation documents, though MNC will provide assistance in the process. If the client requested Federal Express shipping and the package can be tracked as “delivered”, MNC will assume the package was delivered regardless if the client signed for the package or not or has a “signature waiver” on file with Federal Express.
RETURNS AND REFUNDS:
Any and all fees paid to the Secretary of State or local correspondents cannot be refunded under any circumstances. If the corporation is deficiently formed and/or an error is made on the part of MNC, MNC will undertake reasonable efforts to cure and amend any necessary documentation, or will refund the fees paid to MNC (and possibly to the applicable state entity) at the sole discretion of MNC.
In addition, while MNC will go to reasonable efforts to accommodate our customers, mechanical or human error may occur. Thus, if for any reason your incorporation request, LLC formation request, or other preparation request is unreasonably delayed, destroyed, misplaced, or otherwise missing, MNC WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR COMPENSATORY DAMAGES. YOUR SOLE REMEDY WITH MNC WILL BE A COMPLETE REFUND OF ANY AND ALL FEES PAID TO MNC FOR OUR SERVICES. ACCEPTANCE OF THIS AGREEMENT CONSTITUTES A WAIVER OF ANY AND ALL RIGHTS AND REMEDIES AT LAW OR EQUITY.
To the extent that you purchase any goods or services directly from us, we will refund to you the purchase price (minus any goverment fees and third party costs incurred to that date) within 90 days of purchase after notifying us in writing of your desire for the refund, together with the reason for the request, with the product or service returned to us in substantially the same condition as when purchased. Please note, however, that certain products and services mentioned on our site are sold by third parties or are linked to third party Web sites, and we have no responsibility or liability for those products or services. You may request a refund by contacting us by email at email@example.com. You may obtain any additional information concerning our refund and return policy by contacting us at firstname.lastname@example.org or visiting http://www.mynewcompany.com/support/. Products or services for which refunds have been issued become property again of MNC.
RETURNED CHECKS AND CHARGEBACKS:
A $35 dollar fee will be added to all checks returned to MNC due to non-sufficient funds or closed accounts plus any and all other collections fees or cost incurred by MNC. In addition, a bank service fee will be charged on these checks.
All chargeback attempts on a credit card you have utilized for our services will be sent to collections with a $50 dollar fee. A chargeback is when you contact your financial institution or bank with the intent of canceling a service without first contacting us. Per your cardholder agreement with your credit card company, you are to dispute charges with the merchant first. MNC will never improperly decline a refund request. If a chargeback is made, MNC may consider the order fraudulent and take action to dissolve any entity that we have formed due to a fraudulent order including cancelling any related services like Virtual Office, Registered Agent, etc. as well as adding any required state fees to the collections account.
RENEWALS (“RECURRING FEES”):
Some products or services are billed on a recurring basis (renewals) indicated on the specific order form and your electronic invoice (yr = year, qtr = quarterly , mo = monthly). MNC will automatically bill you for these services provided you do not cancel them before the due date. Email notices will be sent 60, 30 and 7 days (a total of 3 notices) to the email address we have on file BEFORE charging your card. This gives you time to cancel the service either online through the “My Account” section of our website or via phone or email sent to MNC. If the renewal is provided by a 3rd party then they will invoice you separately via US postal mail before the renewal is due.
By providing payment information to MNC you agree and consent to these renewals. Also, it is your responsibility to make sure that the email address and payment method we have on file has the most currently updated information including account number, billing address and expiration date which can be updated via the “My Account” section of our website.
REGISTERED AGENT SERVICE:
If a client orders our Registered Agent Service and files any corporate documents that list the Registered Agent, the documents filed listing MNC as the Registered Agent must use the correct company name and address (which may vary by state). The correct name and address will be provided to the client after a paid order is received. If a document is not filed by MNC, it is the clients responsibility to make sure the correct name and address are entered on the documents filed.
Client acknowledges that our Registered Agent Service will deliver documents to the address and email address provided by the client. It is the client’s responsibility to ensure that we have the correct address and email address on file at all times. For any Service of Process (SOP) documents received, we will forward to domestic (US) addresses via FedEx Saver for free up to two times per year and then charge $25 per additional SOP in that 12 month period; alternatively the client can elect to receive the SOP electronically for free. For international addresses, documents will be forwarded via email unless a physical signature is required – otherwise documents will be sent via the USPS.
NEVADA REGISTERED AGENT SERVICE:
By placing an order with MNC, Client is making a statement that the Contact Name and Contact Address listed on the order is the Custodian of Records for the company. Client can update this Custodian of Records by logging into My Account and updating “My Registered Agent” or otherwise notifying us via fax or email.
If the Client enters into a Voting Trust Agreement, Client must provide MNC with a copy of any Voting Trust Agreement and any extension of a Voting Trust Agreement.
DISCONTINUING REGISTERED AGENT SERVICE:
Client acknowledges that if they no longer wish to utilize MNC’s Registered Agent Service in any jurisdiction, they must:
Client acknowledges that if they discontinue business operations, voluntarily or not, they must:
Note that if these conditions are not satisfied by the next renewal due date the client will be responsible for the annual fee and not subject to pro-rated calculation. If payment is not received by the due date a late fee of $25 will be assessed. If payment is not received within 30 days after the due date, MNC reserves the right to send the account to collections and/or resign as the Registered Agent as well as hold any documents for forwarding to the client until the account is paid in full.
Email Alerts: Client acknowledges that the alerts (System Alerts) included with CL include reminder emails sent to the email address of the account on record at various times throughout the year including: a) if that entity should have an “Annual Report” or other annual filing due b) a Quarterly alert listing all Federal Tax deadlines (we alert you to FEDERAL deadlines for taxes, however, it is your responsibility to meet state or local deadlines which you can set “Custom Alerts” for in CL) c) a Quarterly reminder of any meetings to be held d) a Quarterly reminder that a status check will be performed. Client may also set “Custom Alerts”. Client also has option of adding other recipients to receive these alerts and acknowledges that the added recipient has given client permission to be sent these alerts. Client acknowledges that failure to read these emails or inability to receive the email alerts does not create any liability on the part of MNC. MNC will not be liable for client failing to act on alerts, or if client has disabled the alerts from within CL.
Text Alerts (SMS) : Client has the option of receiving text or “SMS” alerts for all System Alerts provided that they insert their 10 digit US-based phone number in the appropriate settings area of CL. Note that MNC does not charge to send these text alerts (an average of 12 per year) but regular text messaging rates may apply from your cell phone provider. Client acknowledges that failure to read or inability to receive the text alerts does not create any liability on the part of MNC.
Status Monitoring: MNC will check your company’s status on a bi-annual basis. The status check includes verifying your company is in active status and notifying you if it is not. It is your responsibility to make sure you check your email to receive these notices and take appropriate action to get your company back into good standing. MNC will provide instructions for getting your company back into active standing but will charge a fee if client requests MNC to do these actions on clients behalf. Client acknowledges that failure to read the email or inability to receive the email does not create any liability on the part of MNC. Further, MNC will not be liable for any loss of good standing of an entity for any reason.
Minutes: The minutes, resolutions and consents generated by CL are based on forms that have been shown to be legally valid in most situations with information that is provided by you. However, the accuracy and completeness of each form to your particular situation or state statute is not guaranteed. If you, based on your own judgment, do not believe the forms to meet the needs of a particular situation (such as a complex legal, financial or tax situation), it is your responsibility to review the specific laws of the state where these forms are to be used and/or confer with your attorney, accountant or other advisor if necessary. MNC makes no warranties, express or implied, regarding the use or legal status of the forms in CL. Further, you authorize that the company you enable the CL service for is in actual existence and all documents created by the system are representative of an active company, in good standing and will not misrepresent the status or compliance of the company.
VIRTUAL OFFICE SERVICE (only available in some states):
If you order the Virtual Office service, MNC will provision the street address, suite number, voice line and FAX line once the company name is confirmed (or the company is verified as active) and your service will begin on this date. Note that we must receive a signed and notarized USPS Form 1583 and Mailbox Agreement (which we will send to you for signature) before mail can be officially received and forwarded. IMPORTANT: By default, we do NOT enable E911 service on the voice line but can provide this service for an additional $2.00/month upon client request. ANY 911 CALLS MADE ON YOUR VOICE LINE WITHOUT ENABLING E911 WILL RESULT IN A CHARGE OF $85.00 TO YOUR ACCOUNT TO COVER LOCAL FIRST RESPONDER COSTS.
Virtual Office Billing:
Virtual Office billing is processed monthly and can be cancelled anytime (either via phone, email or the “My Account” section of our website) with notice at least 2 business days before the next scheduled billing date (provided there is no outstanding balance due on the account). Cancellation requests received within the first month when the order is placed after the service has been activated will have $26 withheld from any refund to cover phone line setup costs. Late payments are subject to a $25 late fee if received after the due date and account cancellation after 2 weeks of non-payment. Inbound phone calls and faxes are included in the monthly fee provided the volume of minutes used are not deemed abusive by MNC. Outbound calls and faxes are included in the monthly fee up to 1000 minutes per month. Minutes beyond that amount are billed at $0.04/minute to calls in the US/Canada and $0.10/minute or higher (depending on international location dialed – see the My Account section for pricing details) for international calls. Forwarded calls are free to phone numbers in the US and Canada and $0.10/minute or higher (depending on international location dialed) for international calls. Billing for voice and FAX usage beyond the given terms will be billed to the clients credit card on file (or we will create an invoice for the charge which can be paid online); service will be suspended until outstanding invoices are paid within 10 business days. Excessive usage/billing or abusive/threatening calls on a client’s account may subject the account to suspension and/or termination by MNC. Client acknowledges that the VOIP service is on the public Internet and that it is my responsibility to secure it from unauthorized intrusion(s) which may result in denial of services or financial losses. I will not hold MNC or its employees liable for any damages or losses that may result from unauthorized intrusion(s) on my VOIP service. In addition, I understand that I am financially responsible for all calls that are utilized using my VOIP credentials.
Mail forwarding to a US address will occur once a week by USPS 1st Class Mail; mail forwarding for international clients will occur once a month by USPS First Class Mail International (contact us if you wish to pay more for more frequent mailings). If an item we received exceeds USPS 1st Class Mail postage, MNC will generate an invoice to be paid (at our exact cost) to ship the parcel to your destination via your choice of Priority Mail or Federal Express. Mail can be held for up to 6 months and you have the option to have us open and scan all received mail. See your Mailbox Agreement for further details.
PROVIDING CORRECT INFORMATION:
Client acknowledges that he/she is responsible for submitting correct information to MNC including spelling of persons’ names, business names, addresses and other order information.
PURCHASE BY AN AGENT:
Client agrees that if MNC services are purchased by an agent (Attorney, CPA, Employee, Consultant, Friend, etc.) you are nonetheless bound by these terms and conditions. Agents, including resellers, may receive a discounted rate and this rate is a discount on the retail prices listed on our website and does not apply to any special or sale prices.
Client agrees that if you have selected the “Reseller Option”, that you will receive access to “unbranded” versions of forms, handbooks and checklists (materials) that are property of MNC and MNC grants you license to use these materials once for each paid order provided you do not modify or sell them without MNC’s written consent.
Transmission of email to MNC is at your own risk. MNC will not accept responsibility for your transmission of confidential information or obligation to that information. Note that a valid email address is required to submit an order to MNC and that email address must be current with us at all times for billing and notification purposes.
“MY ACCOUNT” AREA OF WEBSITE:
Client acknowledges that their account consists of their email address and password. Their account can be accessed 24/7 via the “My Account” portion of MNC’s website. Client is not to share or otherwise compromise their account. “Lifetime Access” to the My Account area is defined as the lifetime of MNC as an operating business entity. Whomever has access to your account has billing privileges; protect your account as you would your bank account.
The Startup Wizard is provided to our clients “as is” and covers the major tasks most companies would need to complete to properly set-up a company. While we believe that the Startup Wizard is comprehensive and accurate, we cannot foresee or predict every scenario for every company, and your company may have unique requirements that are not covered by the Startup Wizard. It is ultimately your responsibility to comply with all federal, state and local laws and regulations.
We cannot guarantee full regulatory compliance, but Startup Wizard will help you with most requirements. The information contained in the Startup Wizard will require your own careful review, completion and may require further action on your part in starting your Company.
Client acknowledges that “Free Company Alerts” included with our services will include a reminder email sent to the email address of the account on record if that entity should have an “Annual Report” or other annual filing due in the near future. Client acknowledges that failure to read the email or inability to receive the email does not create any liability on the part of MNC. Further, MNC will not be liable for any loss of good standing of an entity for any reason. Note that some states have an additional tax filing requirement through their respective Tax Department, so an Annual Report filing may not satisfy that requirement.
RESPONSIBLE PARTY FOR BILLING:
Whomever creates an account and submits an order (or acknowledges a phone order by accepting our Terms and Conditions via email) is the responsible party for billing and payment for that account. If the account becomes delinquent or the responsible party for billing cannot be reached, the entity officers, directors, partners, and/or members will assume responsibility. To change the responsible party for billing, the account owner must assign a new account owner whom must accept our Terms and Conditions and agree to become the responsible party for billing.
RIGHT TO REFUSE SERVICES:
MNC, at its discretion, reserves the right to refuse service to anyone for any reason. You acknowledge that MNC will not be liable for any damages or loss from our right to refuse service.
GOVERNING LAW (JURISDICTION) : The laws of Nevada shall govern.
Thank you for choosing MyNewCompany.com, Inc. as your filing service. Feel free to contact us with any questions or concerns regarding this disclaimer.