Terms & Policy Service Agreement

Updated: July 2021

At Corporate Tools LLC, we strive to make starting, running, and organizing a business easier. As part of our efforts, we have included our detailed terms of service below. By using our website, mobile website, mobile application, or Services (defined below), you agree to be bound by these terms of service as well as our Privacy Policy, even if you don’t create an account with us.

Overview of Our Terms of Service

These terms of service (“Terms”) cover your use and access to the services, products, software, applications, and websites (“Services”) provided by Corporate Tools LLC and any of our affiliates (collectively, “company”, “we”, “us” or “our”). If you do not agree with these Terms, or the terms contained in our Privacy Policy, then you should not use our Services, this website, or our mobile application.

  • These Terms and the terms of our Privacy Policy constitute the entire agreement between you and us with respect to our Services and websites. These Terms supersede and replace any other prior or contemporaneous agreements, or terms and conditions that may be applicable. These Terms create no third party beneficiary rights.
  • 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 Services after the revisions come into effect, you agree to be bound by the revised Terms.
  • Our failure to enforce a provision of these Terms is not a waiver of our right to do so at a later date. 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.

Acceptable Ways to Use Our Website and Services

When using corporatetools.com and our 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. You hereby give us express authorization to share information about you and your account with law enforcement, in the event we reasonably suspect that your account has been used for an unauthorized, illegal, or criminal purpose.

If you are using our websites or Services on behalf of an entity, you represent and warrant that:

  • You are an authorized agent or representative with authority to bind the entity to these Terms;
  • You have actually read and understand these Terms;
  • You agree to these Terms on behalf of the entity you represent.

Our Credit Card Consultation and Payment Processing Services

  • Authorization to Collect and Receive Your Merchant Business Data
    As part of our payment processing merchant services, you authorize us to collect, receive, and disclose data related to your business, its transactions, and payment processing experiences (“Merchant Data”) with our partners and affiliates. Merchant Data is required to fully and properly provide you with the Services. Accordingly, we do not assume liability to you, or any third party, for any errors or omissions which may (not) appear in your Merchant Data.
  • Working with Third-Party Service Providers
    We may work with third-party providers to provide some of our offered Services. You acknowledge and agree that these service providers may assist us in providing you with any Services for which you hire us, and that we may share your Merchant Data with them to facilitate their provided service.
  • 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 Merchant Data depends on the information you provide and you agree to promptly notify us when any of your information changes. You further agree that we are not liable for any action that we take in reliance on the information provided to us by you.
  • Electronic Records and Signatures
    We may need to correspond with you via email so you consent to us relying on email communications coming from your designated email address as if they were signed writings physically delivered to us by you.

Termination of Services

  • Termination by Us
    We may terminate your Services 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; iv) suspected illegal activity; or v) any uncured violation of these Terms.
  • Termination by You
    Except for those Services which are governed by a separate service agreement, you may:

    • terminate your Services by logging onto your account and canceling your Services in your client portal; and
    • request cancellation at any time.

We do not charge any fees to cancel, but upon your cancellation of Services, you may be required to pay any past-due balances related to such Services, unless otherwise specified in this agreement.

When any Service is canceled or terminated, you acknowledge and agree:

    • Anyone who has access to your account has the proper authority to cancel Services;
    • The termination is binding on the company(s); and
    • Upon termination, you and your company(s) waive any and all rights or claims of statutory damages or tort claims.
  • You Waive and Release any Claims and Agree to Hold Us Harmless and Indemnify Us
    You waive and release us from any obligation to provide merchant or transactional support or actively collect and correct any error in your Merchant Data after your Services have been terminated, 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 provide merchant or transactional support or to correct your Merchant Data after your Services have been terminated.
  • No Refunds for Registered Agent Services
    We do not offer full or prorated refunds for canceled payment processing Service. This Service is purchased and renewed on a monthly basis and must be terminated prior to the annual renewal date to avoid recurring annual charges.

Our Auto-Pay Feature

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.
  • 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 any “Virtual Office” Services must enroll in monthly automatic payments and you authorize us to charge your account for Services every thirty (30) 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 may result in the cancellation of all applicable Services and features.

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 under attorney-client privilege. We expressly disclaim, and you expressly agree, that any use of our Services as a fulfillment service provider will NOT create any fiduciary duty or obligations, either implied or express, by any agent, employee, affiliate, or partner 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 (1) year after the alleged cause of action accrues.

Indemnification

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:

  • any actual or alleged breach of your obligations under these Terms or the terms contained in our Privacy Policy;
  • 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 (defined below);
  • 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

Most customer concerns can be resolved quickly by calling us at (208) 618-2766. You can also email us at support@corporatetools.com.

In the unlikely even 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 JAMS Alternative Dispute Resolution (“JAMS”). JAMS 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 JAMS 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.

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, trademark, trade dress, service mark rights, goodwill, 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.

“Force Majeure”

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 event 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 (60) days in the aggregate, we may immediately terminate our Services and shall have no liability for, or as a result of, any such termination.

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.

How to Contact Us

If you have any questions about these terms of service, you may contact us at by phone at (208) 618-2766 or by email at support@corporatetools.com.