WizForm Inc. (“WizForm”) provides software as a service through a website portal or mobile application (as may be offered from time to time) (either a “Site,” the mobile application the “App”) for you, the user, the opportunity to form a business with a particular state of the United States of America (“State”) obtain registered agent services, promote your business’ good standing status with a State, promote the protection of your business’ privacy, file certain documents with a State and obtain additional services that may be offered from time to time. All products and services described in this Section, as well as any other products and services offered by WizForm at any time shall be defined herein as “Service” or “Services.”
WizForm.com provides an online portal to give visitors a general understanding of the common issues related to the entity formation process and to provide an automated software solution to individuals who choose to prepare their own entity formation documents. Customers need not download or even license WizForm software. WizForm hosts its own software as a backend service for customers when they create their own documents. At no time do we review your answers for legal sufficiency, draw any type legal conclusion whatsoever, provide any form of legal advice, opinions or recommendations about your legal rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of your particular situation. WizForm is not a law firm and may not perform services performed by an attorney. WizForm, its Services, and its forms or templates are not a substitute for the advice or services of an attorney in any way, shape, or form.
WizForm strives to keep its entity formation documents and Services accurate, current and up-to-date. However, because the law changes rapidly, which can affect the validity of our documents and Services, WizForm cannot guarantee that all of the information on the Site or Applications is completely current. The law is different from jurisdiction to jurisdiction, and may be subject to interpretation by different courts. The law is a personal matter, and no general information or tool like the kind WizForm provides can fit every circumstance. Furthermore, the entity formation information contained on the Site and Applications is not legal advice and is not guaranteed to be correct, complete or up-to-date. Therefore, if you need legal advice for your specific problem, or if your specific problem is too complex to be addressed by our tools, you should consult a licensed attorney in your area. Again, WizForm is not a law firm, and it does not offer legal advice, nor could it.
This Site and Applications are not intended to create any attorney-client relationship, and your use of WizForm does not and will not create an attorney-client relationship whatsoever between you and WizForm. Instead, you are and will be representing yourself in any matter you undertake through WizForm's entity formation service.
In order to use the Service, you must read and accept all of the terms and conditions in, and linked to, this Terms of Service agreement (this “Agreement”). This Agreement may be modified by WizForm from time to time at our sole discretion, and you may be notified as set forth below. We strongly recommend that, as you read this Agreement, you also access and read the linked information.
BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT:
WizForm helps you form a business with a State, obtain registered agent services for the business, promote your business’ good standing with a State, promote the protection of your business’ privacy, file certain documents with a State and obtain additional services that may be offered from time to time. These are all actions one could perform on their own, but WizForm exists simply to make the process easier by providing all the necessary resources in one convenient place. WizForm is not a law firm nor does it offer legal advice. WizForm does not create an attorney-client relationship. This Service must be used within the applicable laws of the State relating to the formation of businesses. This Service is intended only for use in the United States.
Account Creation. In order to use certain features of the Services, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site, subject to early termination fees, as applicable. WizForm may suspend or terminate your Account in accordance with the Term and Termination Section.
Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify WizForm of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. WizForm cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
You must be 18 years of age or older to use or register for Services.
License. Subject to this Agreement, WizForm grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site and App solely for your own personal, noncompetitive use.
Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or App, whether in whole or in part, or any content displayed on the Site or App; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or App; (c) you shall not access the Site or App in order to build a similar or competitive website, product, or service, to discover information that could be used to compete against WizForm (such as, among other things, the terms of its relationships with its business partners); and (d) except as expressly stated herein, no part of the Site or App may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or App shall be subject to this Agreement. All copyright and other proprietary notices on the Site or App (or on any content displayed on the Site or App) must be retained on all copies thereof.
Modification. WizForm reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you, except where WizForm is providing monthly or yearly services, in which case WizForm will attempt to, but cannot guarantee that it will, give you notice prior to the next renewal term. You agree that WizForm will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
No Support or Maintenance. You acknowledge and agree that WizForm will have no obligation to provide you with any support or maintenance whatsoever in connection with the Services.
Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site or App and its content are owned by WizForm. Neither this Agreement (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth herein. WizForm and its suppliers reserve all rights not granted in this Agreement. There are no implied licenses granted under this Agreement.
WizForm charges you for service fees and filing fees. WizForm may collect these fees directly using a third-party payment service. WizForm may place a $100.00 hold on your payment method until the full-service fees and filing fees are determined. WizForm will charge you the fees from your applicable State associated with forming a business and filing documents with a State and for such other Services as you select while using the Site.
One-Time Payments. WizForm offers services that are subject to a one-time fee. These services include filing for an EIN on your business’ behalf, requesting priority handling of your business’ formation with the State, and other services that may be offered by WizForm from time to time. The one-time service payments are not subject to the automatic renewal or recurring payment schedule referenced in this section and are payable at the time of your request.
Recurring Payments. WizForm also offers paid services for an initial period of 12 months. The paid services are billed to you using a recurring payment system that has an annual contract and is billed on a quarterly basis. Your contract will be renewed each year on the corresponding date you began using the Services. If a payment fails or is expired, you will be notified by WizForm and access to the Services will be suspended until payment is received. WizForm reserves the right to send you to a debt collection agency if payment is not made on a timely basis. You may elect to discontinue some or all of your paid services at any time by contacting support@WizForm.com but you will still be responsible for paying remaining costs on an annual contract with WizForm.
Registered Agent Service. WizForm will work with independent contractors to act as your registered agent for your applicable State for an initial period of 12 months. The contractors will receive all official State and legal correspondence for your company, including Service of Process. This does NOT include business correspondence such as bank statements, IRS notices, or other non-official State mailings. These will be returned to the sender and may be subject to unauthorized mail fees. WizForm may facilitate the entry of information into forms, delivery of information to the State, and/or filing of documentation with government entities. As a user of the Service, you hereby grant WizForm and its employees and representatives the authority to sign legally binding documents on your behalf. Should you decide to cease using WizForm as your business’ registered agent, you must (1) notify WizForm of your intent to terminate your subscription via email (email@example.com) and (2) show proof from the State that WizForm or its affiliates have been removed as Registered Agent or (3) show proof from the State that the business has been dissolved, (4) pay any required cancellation or change of agent fee for discontinuing WizForm, and (5) pay any other associated costs. WizForm will then remove itself as your registered agent, and update all applicable paperwork with the State to appoint the new registered agent. Until WizForm is notified of your intent to cease using WizForm as your business’ registered agent pursuant to this section and the successful payment of any cancellation or change of agent fees, WizForm will continue to serve as your registered agent and bill you on a regular schedule for the Services.
Automatic Renewal. Your subscription will be automatically renewed each year on the corresponding date you began using the Services and the payment method on file with WizForm will be charged each year unless you notify WizForm and terminate the services in accordance with this section. BY ACCEPTING THESE TERMS OF SERVICE YOU UNDERSTAND AND AGREE THAT UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION TO THE SERVICES (1) YOUR SUBSCRIPTION TO THE SERVICES WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION PERIOD AND CONTINUE FOR ANOTHER SUBSCRIPTION PERIOD; (2) YOU WILL AUTOMATICALLY BE BILLED AT THE START OF EACH NEW SUBSCRIPTION PLAN PERIOD; AND (3) THAT PERIODIC CHANGES FOR EACH NEW SUBSCRIPTION PERIOD WILL BE AUTOMATICALLY BILLED TO YOUR DESIGNATED BILLING PAYMENT METHOD. YOU MAY TERMINATE ENROLLMENT IN AUTOMATIC RENEWAL BY EMAILING WIZFORM (SUPPORT@WIZFORM.COM).
User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site or the App (e.g., content in the user’s profile, photos, documents, including, but not limited to governmental filings and completed forms, certificates, and records, forms, messages, information submitted or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (below). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by WizForm. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. WizForm is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice for any reason. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
License. You hereby grant (and you represent and warrant that you have the right to grant) to WizForm an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, subject to the Privacy and Confidentiality provisions, solely for the purposes of including your User Content in the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
You agree not to use the Site or App to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any applicable law, regulation, or obligations or restrictions imposed by any third party.
In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site or App any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site or App unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site or App to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or App, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site or App (or to other computer systems or networks connected to or used together with the Site or App), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site or App; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site or App, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site or App (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site or App for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
Enforcement. We reserve the right (but have no obligation whatsoever) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with the Term and Termination Section, and/or reporting you to law enforcement authorities.
Feedback. If you provide WizForm with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to WizForm all rights in such Feedback and agree that WizForm shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. WizForm will treat any Feedback you provide to WizForm as non-confidential and non-proprietary. You agree that you will not submit to WizForm any information or ideas that you consider to be confidential or proprietary.
Location Data. If you opt in to location data, WizForm and its partners, licensees and third-party developers may provide certain services through the WizForm Software that rely upon location information. To provide these services, where available, WizForm and its partners, licensees and third-party developers may transmit, collect, maintain, process and use your location data, including the real-time geographic location of your computer, and location search queries. The location data and queries collected by WizForm are collected in a form that does not personally identify you and may be used by WizForm and its partners, licensees and third-party developers to provide and improve location-based products and services. By using any location-based services provided by or through the WizForm Software, you agree and consent to WizForm’ and its business partners’’ licensees’ and third-party developers’ transmission, collection, maintenance, processing and use of your location data and queries to provide and improve such products and services.
The Site contains third-party data and/or sources such as data from governmental records, links that direct you to publicly available informational resources, or links that direct you to our business partners (collectively, “Third-Party Data & Sources”). Such Third-Party Data & Sources are not under the control of WizForm, and WizForm is not responsible for any Third-Party Data & Sources. WizForm provides access to these Third-Party Data & Sources only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Data & Sources. While WizForm hopes and expects that its third-party business partners will comply with all applicable laws, WizForm is not responsible for its Third-Party Sources’ ultimate decision to do so. You use all Third-Party Data & Sources at your own risk and should apply a suitable level of caution and discretion in doing so. Further, any Third-Party Data & Source provided to you is simply for your convenience and should not be construed as any form of legal advice whatsoever.
WIZFORM NEITHER CONTROLS NOR GUARANTEES THE ACCURACY OF THE DATA IT GATHERS FROM THE STATES OR FROM ANY OTHER SOURCE. AT TIMES, TIME DELAYS DUE TO THE STATE UPDATING ITS SYSTEM MAY AFFECT ACCURACY OF INFORMATION DISPLAYED BY WIZFORM. WIZFORM DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM INACCURACIES OR TIME DELAYS CAUSED BY SUCH SOURCES.
When you click on any of the Third-Party Data & Sources, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Data & Sources.
Release. You hereby release and forever discharge the WizForm (and our officers, employees, agents, contractors, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Site or App users or any Third-Party Data & Sources). IF YOU ARE A CALIFORNIA RESIDENT OR USE THE SERVICE IN CONNECTION WITH A CALIFORNIA ENTITY REGISTRATION, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
WizForm does not endorse and is not responsible or liable for any User Content, data, advertising, products, goods or services available or unavailable from, or through, any third-party registered agent services, third party filers or governmental agencies (collectively (collectively “Service Providers”). You agree that should you use or rely on such User Content, data, advertisement, products, goods or services, available or unavailable from, or through any Service Provider, WizForm is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or representation by any Service Provider, and any other terms, conditions, representations or warranties associated with such dealings, are between you and such Service Provider exclusively and do not involve WizForm. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging Service Providers.
You agree that WizForm is not responsible for the accessibility or unavailability of any Service Provider or for your interactions and dealings with them, waive the right to bring or assert any claim against WizForm relating to any interactions or dealings with any Service Provider, and release WizForm from any and all liability for or relating to any interactions or dealings with Service Providers.
As WizForm continues to develop its business, it might sell or buy other companies or assets or be acquired or have substantially all of its assets acquired by a third party. In such transactions, customer information generally is one of the transferred business assets. You hereby consent to the transfer of your information as one of the transferred assets and to be used for any purpose allowed under this Agreement (subject to privacy and confidentiality provisions).
Subject to this Section, these Terms will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Site or App (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. We will attempt to notify you of termination where we have advance notice so that you can download your User Content. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. WizForm will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective (i) immediately upon the next time you login to the Site or App, (ii) upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or (iii) thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
The Service may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. The Service also may be subject to governmental shutdowns, delays and other problems associated with State governmental agencies. WizForm is not responsible for any delays, failures or other damage resulting from such problems.
The Site or App may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from WizForm, or any products utilizing such data, in violation of the United States export laws or regulations.
You understand and agree that THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT WIZFORM ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR FAILURE BY THE SERVICE. WIZFORM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR WIZFORM COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. YOU AGREE THAT USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN RISK. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to you as they relate to implied warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WIZFORM WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY WIZFORM OR THE FAILURE OF WIZFORM TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). NOT WITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER AMOUNT OF $500 OR THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WIZFORM CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF FEES TO WIZFORM THROUGH THE USE OF A CREDIT CARD (A “CREDIT CARD PROCESSOR”). YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR WIZFORM INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK (COLLECTIVELY, THE “RELEASED PARTIES”) SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION SUFFERED BY YOU AS A RESULT OF THE FAILURE OF WIZFORM TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY WIZFORM. YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF THE FAILURE OF WIZFORM TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY WIZFORM. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS SECTION. YOU HEREBY UNDERSTAND AND AGREE THAT WIZFORM SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY DAMAGES TO YOU UNDER THIS AGREEMENT.
You agree to indemnify, defend and hold harmless WizForm, its officers, managers, owners, employees, agents, designees, contractors, users, successors, assigns, service providers and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of this Agreement by you; (b) the inaccurate or untruthful Content or other information provided by you to WizForm or that you submit, transmit or otherwise make available through the Service; (c) your use of WizForm Services for any illegal purpose; or (d) any intentional or willful violation of any rights of another or harm you may have caused to another. WizForm will have sole control of the defense of any such damage or claim.
Dispute Resolution. Please read this Arbitration Agreement very carefully. It is part of your contract with WizForm and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. If you do not agree to be so bound, please do not use WizForm Services.
Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or any other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by WizForm that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and WizForm, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to WizForm should be sent to: WizForm Inc., 2093 PHILADELPHIA PIKE #4916, CLAYMONT, DE 19703. After the Notice is received, you and WizForm shall attempt to resolve the claim or dispute informally. If you and WizForm do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including, but not limited to, the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the WizForm made to you prior to the initiation of arbitration, WizForm will pay you the greater of the award or $1,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
Time Limits. If you or WizForm pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and WizForm, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and WizForm.
Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and WizForm in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Confidentiality. All aspects of the arbitration proceeding, including, but not limited to, the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with WizForm.
Small Claims Court. Notwithstanding the foregoing, either you or WizForm may bring an individual action in small claims court.
Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within New Castle County, Delaware, for such purpose.
You agree that WizForm may communicate any notices to you under this Agreement, through electronic mail, regular mail or posting the notices on the Website. All notices to WizForm will be provided by either sending: (i) an email to WizForm (firstname.lastname@example.org) or (ii) a letter, first class certified mail, to WizForm Inc., 2093 PHILADELPHIA PIKE #4916, CLAYMONT, DE 19703. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.
The communications between you and WizForm use electronic means, whether you use the Site or App or send us emails, or whether WizForm posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from WizForm in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that WizForm provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
This Agreement governs your use of the Service and constitutes the entire agreement between you and WizForm. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and WizForm regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between you and third parties, including but not limited to, Service Providers and others. You represent and warrant that those third-party agreements do not interfere with your obligations and duties to WizForm under this Agreement.
This Agreement and the relationship between you and WizForm will be governed by the laws of the State of Delaware, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where you may be located or any other jurisdiction. Subject to the Arbitration provision above, you agree and consent to the exclusive jurisdiction of the state or federal courts located in New Castle County, Delaware and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that WizForm may elect, in its sole discretion, to litigate the action in the county or state where any breach by you occurred or where you can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
In the event your use of the Services is terminated or lapses or you are no longer a user of WizForm, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Section 4, 7-12, and 15-22.
I give WizForm consent to act as my authorized representative to affix my electronic signature where required to file my documents. I understand I may withdraw my consent, provided my documents have not already been filed, by contacting WizForm at support@WizForm.com.
I give WizForm consent to act as the organizer or incorporator of my company when registering the company. I consent to WizForm acting as an agent of my company in signing documents, communicating with the government and other third parties, and creating any materials that allow the company to be formed. I consent to WizForm using an electronic signature where required to file documents for my company. I understand I may withdraw my consent, provided my documents have not already been filed, by contacting WizForm at support@WizForm.com.
This Agreement may not be re-sold or assigned by you. If you assign, or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of WizForm’ rights if WizForm fails to enforce any of the terms or conditions of this Agreement against you. In the event a court finds a provision in this Agreement to not be valid, you and WizForm agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between you and WizForm as a result of this Agreement or use of the Service. You acknowledge and agree that each of the Released Parties shall be an intended third-party beneficiary of this Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT IN THEIR ENTIRETY, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.