Updated: March 2021
Our team at SMTMB strives to keep every interaction we have with clients and website users as above-board and transparent as possible. To make sure the rules our relationship must follow are clearly defined, we have included our Terms and Policy Service Agreement (“Terms of Service” or simply “Terms”) below.
What are Terms of Service? You can think of these Terms as an agreement between you and SMTMB. They describe the rules we’ll follow as the provider and the rules you’ll follow as the user or client. We consent to these Terms by posting them here, and you consent to these Terms by using our website and/or our Services.
Our Terms of Service
Disclaimer of Warranties & Limitation of Liability
DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT ALLOWED BY LAW, YOUR USE OF THIS SITE AND OUR SERVICES ARE PROVIDED “AS-IS” WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE LEGAL THEORY, OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO YOUR USE OF THIS WEBSITE AND OUR SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT YOU PAID TO US FOR SERVICES DURING THE TWELVE MONTH PERIOD PRECEDING THE DATE OF YOUR CLAIM.
Our Registered Agent Services and Other Business Services
This section covers Terms that apply when we provide your legal entity with registered agent services and/or business filing services:
- Authorization to Receive Service of Process & Other Legal Documents
You authorize us to receive service of process and legal documents of any kind (“Legal Documents”) on your behalf. You also agree that we can open, scan, upload and transmit the Legal Documents into your account in connection with providing Services to you. Registered agent services are limited to the receipt of service of process as well as the receipt and forwarding of Legal Documents, and do not include the receipt of any general or regular mail or other items. Accordingly, we do not assume liability to you, or any third party, for loss of mail or other items which are not Legal Documents.
- Working with Third-Party Service Providers
We may work with third-party providers to provide some of the registered agent services. You acknowledge and agree that these service providers may assist us in providing you with registered agent services.
- Provision of Accurate and Current Information
You agree that you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of your information. You agree that the accuracy of filings which we make on your behalf depends on the information you provide and you agree to promptly notify us when any of your information changes.
- Electronic Records and Signatures
We may need to file documents on your behalf so you consent to us affixing your electronic or hard copy signature in order to file documents on your behalf.
Termination of Registered Agent Services
When either you or we decide to end your registered agent service, the following Terms apply:
- Termination by You
You may terminate your Service by logging onto your account and canceling your Service in your client portal. If we receive any documents on your behalf after you have canceled your account, you can either sign up for new registered agent services, pay for all Services provided by us prior to your cancellation, or pay a per document fee to view the document.
- Termination by Us
We may terminate your registered agent Service at any time. Reasons for termination may include, but are not limited to: i) your failure to provide accurate, complete and current information for your account; ii) the inability to locate you after reasonable efforts are made; iii) your failure to pay for your Service; or iv) suspected illegal activity.
- No Refunds for Registered Agent Services
We do not offer full or prorated refunds for canceled registered agent Service unless you cancel within ninety (90) days and you have not listed us as your registered agent. This Service is purchased and renewed on an annual basis and must be terminated prior to the annual renewal date to avoid recurring annual charges.
- Handling of Legal Documents After We are No Longer Your Registered Agent
Once we are no longer your registered agent, if we receive further Legal Documents on your behalf, we will send an email notice to the last known email address that we have on file for you. If you want to view a Legal Document, you will need to renew your service with us, pay any fees incurred prior to cancellation or pay a per document fee in order to view the Legal Document. Once you take one of these actions, we will upload the Legal Document so that you can view it.
- You Waive and Release any Claims and Agree to Hold Us Harmless and Indemnify Us
You waive and release us from any obligation to forward or re-mail documents that are received after your registered agent Service has been terminated and you specifically agree that we have no obligation to forward or re-mail any documents to you except as outlined in these Terms. You further agree to hold us and our affiliates harmless from any third party claim arising out of a delay or failure of you to receive Legal Documents after your registered agent Service has been terminated.
Termination of Services Other than Registered Agent Services
This section applies to the termination of any business services we provide for your legal entity other than registered agent service:
- Termination by You
If you terminate Services other than registered agent Service, we will refund pre-paid fees made by you on a pro-rata basis unless the Services consist of call forwarding or mail forwarding where we only provide prorated refunds within the first seven (7) days of the invoice due date.
- Termination by Us
We may terminate a Service or Services at any time. Reasons for termination may include, but are not limited to: 1) your failure to provide accurate, complete and current information for your account; 2) the inability to locate you after reasonable efforts are made; 3) your failure to pay for your Services; 4) suspected illegal activity; and 5) any other lawful reason. As your sole remedy in the event of our termination of a Service or Services, other than registered agent Services, we will refund you any pre-paid fees for the Service(s) on a pro-rata basis.
Acceptable Use of Our Websites and Services
The section below explains the acceptable (and unacceptable) ways you can use our website and Services. In using our websites and Services, you may not, nor may you permit any third party, directly or indirectly, to:
- access or monitor any material or information on any of our systems, using any manual process or robot, spider, crawler, scraper, or other automated means;
- except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;
- perform or attempt to perform any actions that would interfere with the proper working of the Services, or prevent access to or use of the Services by our other customers;
- copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from us;
- transfer any rights granted to you under these Terms;
- use the Services except as expressly allowed under these Terms.
If we reasonably suspect that your account has been used for an unauthorized, illegal or criminal purpose, you hereby give us express authorization to share information about you and your account with law enforcement.
Some of our Services are billed via an automatic payment feature unless you choose to opt out of this feature within your client account. Customers who opt-out will be invoiced for payment.
All accounts using auto-payment must provide us with valid and current credit card information and you agree that we are authorized to charge such credit card for all purchased Services as well as fees incurred in providing you with Services.
Specifics Regarding Auto-Pay Features:
- all auto-payments will be charged to the credit or debit card on file for the business entity or individual.
- auto-payment charges will be preceded by a notification to your online account notifying you of the impending charge five (5) days prior to the charge date.
- all auto-payment services must be canceled at least one (1) day before the next charge date to avoid paying for the next month of Services, or year of annual Service. All cancellations must be handled through your online account.
- customers enrolling in our Virtual Office Services must enroll in monthly automatic payments and you authorize us to charge your account for Services every thirty days.
- annual auto-pay charges that fail to process will be rendered an unpaid invoice in your online account and subject to the fees and procedures outlined in these Terms.
- monthly subscription or auto-pay charges that fail to process will result in the cancellation of all applicable Services and features.
Intellectual Property Rights & Ownership
We own all right, title and interest, in and to all Intellectual Property Rights (as defined below) in the Services and websites, and these Terms do not grant you any rights to our Intellectual Property Rights. For purposes of these Terms, “Intellectual Property Rights” means:
- all patent rights,
- copyright rights,
- mask work rights,
- moral rights,
- rights of publicity,
- trade dress,
- service mark rights,
- trade secret rights,
- and any other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.
You may submit comments or ideas about the Services (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
We Are Not Attorneys or Fiduciaries
We provide information and act as a fulfillment service provider. We are not a law firm or an attorney and do not provide legal advice. As we are not attorneys, there is no attorney-client relationship between us and none of the communications between us are protected as attorney-client communications.
Use of our services as a fulfillment service provider shall NOT create any fiduciary duty or obligations, either implied or express, by any agent, affiliate or employee of the company.
Limitation on Time to Initiate a Dispute
You agree that any action or proceeding by you relating to any dispute must commence within one year after the alleged cause of action accrues.
You agree to protect, defend, indemnify and hold us harmless from and against any and all claims, causes of action, liabilities, judgments, penalties, losses, costs, damages and expenses (including attorneys’ fees and all related costs and expenses for litigation and/or arbitration) suffered or incurred by us, including, without limitation, any claim arising from:
- your wrongful or improper use of the Services;
- your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights;
- your violation of any law, rule or regulation of the United States or any other country;
- any other party’s access and/or use of the Services with your unique name, password or other security code;
- any copyright infringement claims that may arise from us scanning Legal Documents or other mail on your behalf;
- the failure of any third party, including but not limited to the United States Postal Service or any commercial delivery or courier service, to provide delivery or courier services accurately and on time.
- any loss, damage or destruction of your Legal Documents by any cause whatsoever.
- our being named as a defendant in an action based on our status as your registered agent.
- any claims or action brought against us relating to your failure to maintain updated information on any of our websites.
Dispute Resolution by Binding Arbitration and Class Action Waiver
Our team can usually solve or resolve customer concerns quickly over the phone at 772-242-0001or by email at [email protected] In the unlikely event that we are unable to resolve your complaint to your satisfaction, we each agree to resolve those disputes through binding arbitration under the auspices of Alternative Dispute Resolution (“AAA”).
AAA will administer any such arbitration under its Comprehensive Arbitration Rules. If the amount of the claims and counterclaims are less than Two Hundred and Fifty Thousand Dollars ($250,000.00), then the AAA Streamlined Arbitration Rules and Procedures will be used.
You agree that any arbitration pursuant to these Terms will be on an individual basis, and that you will not bring a claim as a plaintiff or class member in a class, consolidated, or representative action. You further agree that class arbitrations, class actions and consolidation with other arbitrations will not be allowed. All disputes and claims between us will be heard by a single arbitrator.
We may revise these Terms from time to time and will always post the most current version on our website. By continuing to use or access the Service after the revisions come into effect, you agree to be bound by the revised Terms.
Waiver, Severability & Assignment
Our failure to enforce a provision of these Terms is not a waiver of our right to do so later. If a provision of these Terms is found to be unenforceable, the remaining provisions of the Terms will remain in full force and effect. You may assign your rights and obligations under these Terms provided we receive prior written notice of, and approve of, such assignment. We will not unreasonably withhold our approval. We may assign our rights or obligations to any successor in interest of any business associated with the Services.
We shall not be considered to be in breach or default of these Terms, and shall not be liable for any cessation, interruption, or delay in the performance of our Services or other obligations by reason of earthquake, flood, fire, storm, lightning, drought, landslide, hurricane, cyclone, typhoon, tornado, natural disaster, act of God or of the public enemy, epidemic, famine or plague, action of a court or public authority, change in law, explosion, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar even that is beyond our reasonable control, whether foreseen or unforeseen (each a “Force Majeure Event”). If a Force Majeure Event continues for more than sixty days in the aggregate, we may immediately terminate our Services and shall have no liability for, or as a result of, any such termination.
How to Contact Us
We are happy to answer your questions about these Terms of Service or provide any additional assistance you need.
Simply contact us by phone at 772-242-0001or by email at [email protected]