Beneficial Ownership Information Filing Terms of Service
These Terms of Use were last updated on August 06, 2024.
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE.
Welcome to the supplemental terms of use for the Beneficial Ownership Information Filing Service application (the "BOIR Service"). In the BOIR Service, the words "you" and "your" refers to you or the entity you represent, and “Company”, “we” or “our” refers to Bishota Law, PLLC.
YOU AGREE THAT BY USING THE BOIR SERVICE YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT, and agree to the Terms of Service. The BOIR Service, Terms of Service, and incorporated terms and policies (collectively, the “Agreement”) governs your use of the BOIR Service. If you are entering into this Agreement in your capacity as an employee, attorney, attorney-in-fact, third-party-designee, assignee, or other representative of an entity you represent and warrant that you have the authority to bind such entity and are agreeing to the terms of this Agreement on behalf of such entity.
1. Scope of Services
The BOIR Service provides an automated software solution to individuals who choose to use the platform for assistance with the compliance filing of the beneficial owners of a reporting company ("BOI Report") as required by the Corporate Transparency Act (the "CTA"). By agreeing to these terms, you authorize Company to perform the necessary filings and other actions to complete the BOIR Service. You also agree to sign any additional documents we may need to complete this service. You are obligated to provide accurate and up-to-date information as required by the BOIR Service, and you acknowledge that the accuracy and completeness of the BOI Report depend on the information you provide.
We may update these terms by notifying you through reasonable means, such as posting revised terms on our website. Any changes will not affect claims made before the update. Continuing to use our BOIR Service after changes are made means you accept the new terms and agree to the legal obligations they create.
We can modify or discontinue all or part of the BOIR Service at any time without being liable to you. We can also change, modify, or waive any fees, including the Fees, required to use the service, or offer specific opportunities to some or all users of the service.
2. No Legal Advice or Attorney-Client Relationship
Our BOIR Service does not include legal advice, consultation, or representation in any legal matters. To be clear, this service does not involve reviewing legal documents, giving legal opinions, or conducting legal analysis. By using our service, you acknowledge that we are not acting as your attorney or accountant and this Agreement does not establish an attorney-client relationship. We are not a substitute for an attorney, accountant, or any other professional.
Our website provides general information regarding the BOI Report filing but it should not be taken as legal advice. While we review your documents for completeness, spelling, grammar, and consistency, we do not check them for legal sufficiency or provide any substantive legal review or recommendations. When you use our BOIR Service, you are relying on your own professionals and knowledge.
We strongly recommend that you seek advice from an attorney, an accountant, and any other necessary professionals to review your specific situation and ensure you are making the best decisions for your business.
3. Confidentiality and Privacy
We will keep your information, including company and billing details, confidential and use it only for providing the BOIR Service according to our terms. Your information will be protected and used in line with our Privacy Policy. However, the following will not be considered confidential:
(a). Information already in the public domain before you provided it to us;
(b). Information that becomes public through no fault of ours after you provided it; and
(c). Information disclosed to us by a third party who has the right to share it.
4. Third-Party Sites and External Sites
The BOIR Service application may include links to other sites owned and operated by online merchants and other third parties. Please note that we are not responsible for the availability or content of any third-party site. If you have any concerns about these links or the content on these sites, you should contact the administrator or webmaster of the third-party site directly.
Your use of third-party sites is subject to the terms, conditions, and privacy policies of those sites. We are not responsible for any content or services provided by these third parties, and we disclaim all liability for any issues that may arise from your use of these sites. Using any third-party services is entirely at your own risk.
We reserve the right to remove links to third-party sites or discontinue any third-party services at any time.
5. Information Accuracy
You must provide current, complete, and accurate information needed for the BOIR Service. Any image file uploaded must be a true, correct, and legitimate image of the authentic document shown in the image file. You also agree to update your information promptly to keep it accurate during the service. By using the BOIR Service, you confirm that you have provided true, correct, and accurate information to Company and have obtained all necessary third-party consents required for the BOIR Report.
6. Service Fees; Taxes.
You are responsible for any taxes, duties, or other governmental fees that apply to your purchase of the BOIR Service. The service fees (“Fees”) for the BOIR Service are stated on the pricing page at the time you place the order, unless you and Company otherwise agree in writing. Company may revise the Fees at any time. All Fees are non-refundable. If Company revises the Fees for BOIR Service that you are currently using, we will notify you at least 30 days before the revised Fees apply to you.
You must pay, or ensure that Company is able to collect, Fees and other amounts you owe for the use of BOIR Service when due. You authorize us to charge your designated payment method or invoice you for the amount due. If there are any issues like insufficient funds, chargebacks, or disputes, you agree to cover any additional costs we incur to secure payment. By using the BOIR Service, you agree to these payment conditions and authorize us to bill you accordingly.
7. Right to Refuse to Provide BOIR Service
We reserve the right to refuse to provide the BOIR Service to anyone, for any reason, at any time. Any Fees previously collected will be returned on a pro-rata basis for any unperformed BOIR Service.
8. Limited Warranty
TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR ANY CLAIMS ARISING FROM YOUR USE, MISUSE, OR RELIANCE ON OUR WEBSITE OR BOIR SERVICE.
Our website and BOIR Service are provided "as is," with no warranties, express or implied. Company disclaims all express and implied warranties, including those of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee the security, reliability, timeliness, or performance of our website or BOIR Service and do not warrant that the service will be uninterrupted, error-free, or completely secure.
We are not liable for any interruptions or technical problems that affect your access to our website or BOIR Service, including network failures, software errors, or email delivery issues. This includes any damage to your computer, mobile device, or other hardware or software. Company and its licensors are not liable for delays or failures beyond our control, including Internet or equipment failures, power outages, strikes, riots, epidemics, natural disasters, war, government actions, or other disruptions.
We do not provide legal advice. For legal questions in connection with the CTA, you should consult an attorney.
9. Limitation of Liability.
Our liability for the BOIR Service, whether due to failure to deliver, non-performance, defects, breach of warranty, or otherwise, will not exceed the total Fees you have paid to Company. We cannot guarantee continuous service, specific service times, or the integrity of data, information, or content stored or transmitted via the Internet. Company is not liable for unauthorized access, corruption, erasure, theft, destruction, alteration, or inadvertent disclosure of data, information, or content transmitted, received, or stored on our system.
Neither party will be liable to the other or any third party for lost profits, lost revenues, loss of use, loss of data, costs of procuring substitute goods or services, or any reliance, punitive, indirect, special, incidental, consequential, or similar damages. This applies regardless of foreseeability, under any warranty or other right, arising from the performance or non-performance of the BOIR Service, except as provided in the indemnification provisions of this agreement.
These limitations apply to all causes of action, whether based in contract, tort, or any other legal theory (including strict liability), except for claims based on fraud or willful misconduct. The limitations do not apply to liability arising from your indemnification obligations outlined below.
10. Indemnification
You agree to defend, indemnify, and hold harmless Company, its affiliates, and their respective members, officers, directors, employees, and agents (collectively the “Indemnitees”) from any and all losses, damages, costs, liabilities, and expenses (including reasonable attorneys’ fees and settlement amounts) arising from:
(a). Your breach of any representation, warranty, or covenant in this Agreement;
(b). Any inaccuracies in the information you provide to Company;
(c). Your violation of any applicable law;
(d). Claims or actions by third parties related to your use of the BOIR Service; and
(e). Any damage to Company’s servers or other hardware caused by you.
You also agree to indemnify, defend, and hold harmless Company, its members, directors, officers, independent contractors, agents, and employees from any third-party claims or demands, including reasonable attorneys’ fees and costs, arising from:
(x). Your use of the BOIR Service or the Company website;
(y). Your violation of these Terms of Service; and
(z). Infringement by you, or another user using your account, of any intellectual property or other rights of any person or entity.
If a third party threatens legal action against us, we may request written assurances from you regarding your promise to indemnify us. Failure to provide these assurances may be considered a breach of these Terms of Service, without limiting our rights in any other respect.
11. Modifications and Interruption to BOIR Service
We reserve the right to modify or discontinue access to and operation of the website and BOIR Service at any time, with or without notice. We won't be liable to you or any third party if we do so. You understand and accept that we can't guarantee continuous, uninterrupted, or secure access to the website, and the BOIR Service may be affected by factors beyond our control.
12. Compliance with Laws
You are responsible for complying with all applicable laws. You may not use the Company website or the BOIR Service in any way that violates state, federal, or international laws, regulations, or other government requirements. Additionally, you agree not to transmit any material that encourages conduct that could constitute a criminal offense, lead to civil liability, or otherwise violate any applicable law or regulation.
13. Copyright and Trademark Information
All content on the Company website and BOIR Service, including design, text, graphics, interfaces, and their arrangement, is the property of Company, or third parties, and is protected by law. You may not use materials from the website or BOIR Service for anything other than their intended purpose without prior written permission from an authorized representative of Company. This includes reproduction, modification, distribution, replication, data extraction, data mining, or any other commercial use. You agree not to use any robot, spider, or other device or software to monitor or copy any part of the website or BOIR Service without prior written permission from an authorized representative of Company.
14. Communications Consent
By using the BOIR Service, you expressly consent to be contacted by Company, its agents, representatives, affiliates, or anyone calling on behalf of Company, at any number, or physical or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. If an agent or representative of Company calls, he or she may also leave a message on your answering machine, voice mail, or send one via text.
You certify, warrant, and represent that the telephone numbers and email addresses that you have provided to us are your contact numbers and addresses. You represent that you are permitted to receive calls and messages at each of the telephone numbers you have provided to us. You agree to promptly alert us whenever you stop using a particular telephone number or email address.
Your consent to receive automated marketing calls and messages is not required to purchase goods or services. You may opt-out of receiving any further marketing calls, texts, or emails from us by emailing legal@bishotalaw.com with the subject line "OPT-OUT". Please allow us a reasonable period to process your request.
Please be advised that by opting out of marketing communications, you may miss out on valuable offers and updates regarding products and services that may be beneficial to you.
15. Governing Law; Jurisdiction
Any controversy or claim arising out of or related to this Agreement, including formation and breach, will be governed by the laws of the State of Texas. However, arbitration and related proceedings will be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1, et seq. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any suit or proceeding not subject to mandatory arbitration must be brought in a Texas state or federal court in Dallas County, Texas. You consent to the exclusive jurisdiction of these courts and waive any objections to venue or convenience.
Any dispute related to this Agreement or the BOIR Service must be submitted to arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA) in Dallas County, Texas, before a single arbitrator. In the case of a conflict between the provisions of this Section 15 and the AAA rules, the provisions of this Section 15 will prevail. Disputes will address only the claims of the parties involved; no class actions are allowed. The arbitrator will provide a written opinion if the amount in dispute exceeds $100,000. Judgment on the award can be entered in any court with jurisdiction. Any court action filed in violation of this section will be dismissed. Notwithstanding any other provision of this Agreement or the AAA rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.
If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.
16. Severability
If any part of this Agreement is found to be unlawful, void, or unenforceable, the remaining provisions will still be fully valid and enforceable possible.
17. Assignment
You may not assign or transfer this Agreement or any of its rights or obligations without Company’s prior written consent, which may be withheld at our sole discretion. Any attempted assignment without our consent will be null and void. Company may assign its rights and obligations under this Agreement and engage subcontractors or agents to perform its duties and exercise its rights without your consent. This Agreement will be binding upon and benefit the parties and their respective successors and permitted assigns.
18. Waiver
A waiver of any provision in this is not a waiver of any other provision. Waiving a breach of these terms does not mean future breaches of the same or other provisions are also waived. Company's failure or delay in exercising any right, remedy, power, or privilege does not waive that right or any other rights, remedies, powers, or privileges.
19. Independent Contractor
Company and you are independent contractors. Neither party can make contracts or agreements or bind the other party in any way.
20. Headings
The headings in this Agreement are for convenience only and are not part of the Agreement.
21. Severability
All rights and restrictions in this Agreement apply only to the extent they do not violate any laws and are intended to be limited to avoid making the Agreement illegal, invalid, or unenforceable. If any part of this Agreement is found to be illegal, invalid, or unenforceable by a court, the remaining parts will remain in full force and effect.
22. Limitation of Actions
No action arising from or related to this Agreement may be brought by either party more than one year after the cause of action has arisen.
23. No Third-Party Beneficiaries
Except as expressly provided in this Agreement, nothing in this Agreement is intended to confer any rights or benefits to any third party, other than the parties and their respective successors and permitted assigns.
24. Force Majeure.
Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, interruptions caused by failures or errors in government databases or web services, supply shortages, or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
25. Entire Agreement
This Agreement, including any incorporated documents, supersedes all prior discussions, negotiations, and agreements between the parties about the subject matter. It is the sole and entire agreement between the parties on these matters. If there is a conflict between this Agreement and any other communication from you to Company, the terms of this Agreement will control.
