Formations Terms of Use

12/11/2023

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE WEBSITE. Note that the section entitled AGREEMENT TO ARBITRATE, may bind you to mandatory arbitration for disputes and waive your right to have disputes decided by a judge or jury in court. These Terms of Use are effective as of the Effective Date above.

Formations.com, powered by Marketplace Operations, Inc., (hereinafter referred to as “Formations”, “we”, “us”, or “our”) empowers visitors with information and valuable partner offers. Our goal is to provide visitors with a positive and informative experience, while at the same time protecting our rights and the rights of any person or entity that uses or visits the site (collectively, “Users” hereinafter referred to as “you” or “your”). By accessing Formations website (the “Site”), you expressly acknowledge and agree to these Terms of Use and Privacy Policy (accessible here), combined, the “Terms”, and be legally bound by them. If you don’t agree to these Terms, please don’t use the site.

SITE ACCESS AND USE

You may visit and use the Site, provided that you comply with these Terms and applicable law. You may not use this Site if you are not of legal age in your state of residence nor may you use any content contained in it for any illegal, harmful, fraudulent, deceptive or inappropriate activities. Your use of the Site should be limited solely for information purposes and to learn about offers and services, as described on the Site. Any other use of the Site, including but not limited to, copying text or collecting images, is expressly prohibited. We reserve the right to suspend, terminate or refuse service to anyone that violates these Terms or for any other reason at our sole discretion.

Our services are intended to connect users with news and offers for businesses and business owners and provide you with a diverse range of resources and tools (the “Services”). We may collect certain information about you and/or your business and provide such information to a third party, partner or affiliate partner (“Third Party”) with your consent. Any products or services advertised on this Site or made available to you from a Third Party are and remain the sole responsibility of the respective product vendors and service providers.

To access certain features of the Site, you may be asked to register or open an account. Information provided to open an account must be accurate and current, and you agree to keep your account credentials secure and not authorize any third party to access your account on your behalf.

If you provide any contact information to us on the Site or in connection with the Services, you consent to the collection and use of such information, and any Third Party’s use, in order to contact you in connection with the Services chosen, including express consent to use your mobile telephone number to call and transmit text messages to your mobile device. By using the Site, agreeing to these Terms of Service, and providing us with your mobile phone number, you authorize us, or a Third Party, to contact you by text message at your mobile phone number using an automatic telephone dialing system or device or any other computer assisted technology as applicable. Our Privacy Policy, which is incorporated into these Terms, explains how we collect, use and share your information.

SERVICES, FEES & PAYMENTS

Your use of certain Services may require fees or payments, both single and recurring. Please read the terms herein carefully to understand how fees may apply to you and the Services you are requesting.

One-Time Fees. Certain Services, such as filing for an EIN for your business, may require a one-time fee. This type of payment is not subject to recurring payment schedules or automatic renewal terms.

Recurring Payments/Automatic Billing. Other Services, such as registered agent services and ongoing state filing fees, may require recurring payments. If a fee is recurring, you agree that we, or a third party payments vendor, may store one or more payment methods for your account, such as a credit card, and you authorize us to submit recurring charges on the card originally used at the time of purchase, at the frequency required for the Service. This authorization will remain in effect until you notify us to terminate the authorization; provided however, that no termination of authorization will relieve you of any obligation to pay amounts due or in default. Note that state filing fees and other government fees are passed directly to the state, and may change, depending on state requirements. You will be notified of a charge in advance, via reminder emails sent to the email address provided when you opened a Formation account. While we may send reminder emails to notify you of charges, they are sent as a courtesy only and we are not obligated to provide such notices. If you fail to read the email or are unable to receive the email, such failures do not create any liability on the part of Formation or any third party service provider.

Failed Payments. If a payment fails or if your payment method is expired, you will be notified and we may suspend the Services until payment is received. We reserve the right to modify pricing and fees from time to time, at our discretion.

Automatic Renewal. Your subscription will be automatically renewed each month or year, depending on the Service, on the monthly or yearly anniversary of the date of your original purchase to the payment method you used for that purchase, unless you cancel the Services. By accepting these terms, you understand that your subscription will automatically renew at the end of each subscription period and continue for another subscription period, unless you cancel your subscription. At renewal, you will automatically be billed. If you don’t wish to renew your subscription for the Services, you will not be charged again for the subscriptions that you decline and Formations will stop providing the related Services. You understand that you are personally responsible for updating all necessary information with the Secretary of State and any other agencies or stakeholders. For the Compliance Protection Suite service, you will also be billed for state compliance event filing fees as these events occur, such as annual reports and other state compliance requirements.

Registered Agent Services.
If you purchased Registered Agent Services from us, please refer to the Registered Agent Terms

Compliance Protection Suite Services
Our Compliance Protection Suite services provide the tools necessary to help your business stay in compliance with state regulatory requirements. When you purchase the Compliance Protection Suite, you authorize us to charge your credit card on file for the state fees required to process your compliance documents. If your payment is unsuccessful, we will make additional attempts, however, we will not be responsible for your failure to maintain in good standing with a state regulator due to non-payment. We further disclaim responsibility if you elect not to purchase the Compliance Protection Suite, or terminate the use of Formations as your registered agent without proper advanced notification to us.

Terms Specific to Compliance Protection Suite
Formations will monitor state compliance events related to your business such as annual reports, notify you of upcoming compliance obligations, and facilitate the timely filing of necessary documents and fees with the state for an initial term of twelve months. Note that federal compliance obligations are out of scope for Compliance Protection Suite services. The following terms shall apply to your use of the Compliance Protection Suite:

Eligibility: Your business must remain in good standing with the state to qualify for our state-filing service. Failure to respond will result in delinquency, penalties, or revocation/suspension of the entity's status by the Secretary of State, which will impact your business' good standing in the state.
Responsibility to Provide Information: You are required to complete the Formations Annual Report questionnaire via the Formations Dashboard and pay any state-required filing fees at least 15 business days prior to the filing deadline. Failure to comply may result in delinquency, imposition of late filing fees, or other penalties not covered by the Compliance Protection Suite.
Filing Fees and Additional Charges: While Formations may collect and forward filing fees, penalties, or reinstatement fees on your behalf, we rely on the information and payment methods you provide so the ultimate responsibility for the payment and receipt of such fees by the state or local government entity rests with you.
Compliance Alerts: Formations will attempt to contact you via the email address you provide and through dashboard notifications regarding upcoming filings and compliance events. For our registered agent services, we may also forward any relevant notices we receive, including annual report reminders, delinquency notices, and other compliance-related communications from state authorities. You are responsible for promptly informing Formations of any changes to your contact information.

REFUND POLICY

If you encounter any problems with our Services, please reach out to our customer support team at [email protected]. Our dedicated representatives will be happy to assist you. The following rules will apply if you request a refund, depending on the Service.

Cancellation and Refund of Incorporation Application

Cancellation before filing. If you choose to cancel your incorporation application before we file with applicable state authorities, we will issue a full refund of all fees paid.
Cancellations after filing. No refund will be provided, unless the incorporation process is unsuccessful as outlined below.
Post-Application Filing is unsuccessful. In cases where we are unable to successfully incorporate your business, you are entitled to a full refund of all fees paid to us. Please note that this refund does not cover any government, state, or third-party fees incurred during the filing process, to the extent that these have already been paid on your behalf.

Cancellation of EIN Application
You may cancel your EIN application for a full refund at any point before the IRS Form SS-4 is faxed to the IRS. This is applicable only if the service was not included as part of a bundle with a different cancellation policy.

Registered Agent Service Cancellation

Cancellation within 60 Days. A full refund is available for the cancellation of the registered agent service within 60 days of purchase, provided the service was not part of a bundle with a differing cancellation policy.
Cancellation after 60 Days. Post 60 days from purchase, cancellation of the registered agent service is still possible, but no refund will be issued. The service will not be renewed at the end of the subscription period following cancellation.

Compliance Protection Suite Cancellation

Cancellation within 30 Days. A full refund is available for the cancellation of the Compliance Protection Suite service within 30 days of purchase, provided the service was not part of a bundle with a differing cancellation policy, in which case, the terms of the bundle cancellation policy would apply.
Cancellation after 30 Days. Post 60 days from purchase, cancellation of the Compliance Protection Suite service is still possible, but no refund will be issued. The service will not be renewed at the end of the subscription period following cancellation.

Refunds for Bundled Services
For bundles, such as the ‘Essentials Bundle’, which includes multiple services, refer to the Cancellation and Refund of Incorporation Association terms above. Individual services within these bundles are not eligible for separate refund terms.

General Refund Terms

All refunds will be processed to the original form of payment and refund requests must be made formally on the Site or by contacting us at [email protected]. Refund eligibility is contingent upon compliance with all terms of service and applicable laws. Please note that while we will do our best to address your concerns, expedite services, and provide refunds when necessary, certain services may be subject to limitations and delays outside of our control, such as technical or system errors, government shutdowns, or agency delays. We shall not be responsible for failures or delays for which we have no control.We reserve the right to make the final decision on all refund requests.

SITE CONTENT

While we aim to be as accurate as possible, we do not warrant nor guarantee that the text, images, photos, offers or information available on the Site (the “Content”), including Content provided by a Third Party, is accurate, relevant, complete or up-to-date. We reserve the right to make changes to the Site and Content in our sole judgment, without prior notice of such changes.

Content is meant to provide you with information and offers only and should not be construed as financial, investment, tax, insurance, legal or any other type of advice. While you may see offers from Third Parties (“Third Party Content”), we are not providing personal financial products or legal services. While we aim to provide you with offers that could be beneficial to you and/or your business, you should not assume the offers are endorsed or recommended by us. We are not responsible for Third Party Content nor do we make any guarantees regarding Third Party Content. You acknowledge and agree that we are not liable for any damages or claims arising from your use or reliance on Third Party Content. Please consult a qualified professional if you are seeking advice.

In addition to Third Party Content, the Site may contain links to other websites hosted by a Third Party, and may enable you to provide information to such websites that are not owned or controlled by us. We make no guarantees regarding the quality, safety, truth, accuracy, reliability, completeness, condition or usefulness hyperlinks to third-party websites outside of the Site, or any content posted on third party websites.

INTELLECTUAL PROPERTY

Our logos, name, graphics, headers, and scripts are our trademarks (collectively, the “Marks”). You may not use the Marks without permission. Viewing, reading, printing, downloading or otherwise using Content or Third Party Content does not grant you any intellectual property rights to the Content or Third Party Content. In the event of your infringement of our intellectual property rights, you are solely responsible for any damages resulting from such infringement.

We make no proprietary claim to any third-party names, trademarks, or service marks appearing on our Site, nor are we responsible for any warranties regarding the intellectual property rights of or relating to any Third Party Content.

THIRD PARTY SITES

The Site may contain links to other websites hosted by other parties (“Third Party Sites”) and you may provide information to such Third Party Sites that are not owned or controlled by us. In addition, such Third Party Sites may contact you based on information you provide to them. We provide these links and references to you solely as a convenience and we assume no responsibility for Third Party Content. The Third Party Sites are not maintained by us, and You may choose to decide not to interact with a Thirty Party Site or Third Party Content. We do not represent or warrant that Third Party Sites or Third Party Content is accurate or compliant with intellectual property laws and other applicable regulations, and you should read the terms of Third Party Sites to understand your rights.

DISCLAIMER

YOUR USE OF THE SITE AND ITS CONTENTS IS AT YOUR OWN RISK. ALL CONTENT AND SERVICES ON THE SITE AND ANY THIRD-PARTY SITES TO WHICH THE FOREGOING LINKS ARE PROVIDED "AS IS" OR "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE ARE NOT RESPONSIBLE FOR THE AVAILABILITY OR CONTENT OF OTHER SERVICES THAT MAY BE LINKED TO THE SITE. BECAUSE WE HAVE NO CONTROL OVER SUCH SERVICES, YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR THE AVAILABILITY OF SUCH EXTERNAL SERVICES, AND THAT WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ACCURACY, QUALITY, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH EXTERNAL SERVICES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT, GOODS, OR SERVICES AVAILABLE ON OR THROUGH SUCH EXTERNAL SERVICES. THE CONTENT PUBLISHED ON THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE SITE OR ANY SERVICES, CONTENT OR MATERIALS CONTAINED THEREIN WILL MEET YOUR NEEDS, BE COMPLETE OR ACCURATE, BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT USER'S OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. NO INFORMATION OBTAINED BY USER THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

INDEMNITY; LIMITATION OF LIABILITY.

IN ORDER TO USE THIS SITE, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US, OUR SUBSIDIARIES AND AFFILIATED COMPANIES, AND EACH OF OUR RESPECTIVE PARTNERS, SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AND AGENTS, FROM ANY AND ALL CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, TRADE DISPARAGEMENT, PRIVACY AND INTELLECTUAL PROPERTY INFRINGEMENT) AND DAMAGES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) ARISING FROM OR RELATING TO ANY ALLEGATION REGARDING: (A) YOUR USE OF THE SITE; (B) OUR USE OF ANY CONTENT OR INFORMATION YOU PROVIDE; AND (C) ANY VIOLATION OF THESE TERMS BY YOU. If you are dissatisfied with the Site, or with any Terms herein, your sole and exclusive remedy is to discontinue using the Site, as applicable. This liability is limited, to the fullest extent permitted by law. Some jurisdictions may not allow the exclusion or limitation of liability for incidental or consequential damages, in which case some of the limitations, exclusions and disclaimers in these terms may not apply to you. To the extent that we may not, as a matter of applicable law, limit our liabilities, the extent of our liability shall be the minimum permitted under such applicable law.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE OR OUR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM: (A) THE USE OF, OR THE INABILITY TO USE, THE CONTENT OR THE SITE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, THE CONTENT, OR THE SITE; OR (C) ANY ERRORS OR OMISSIONS IN THE CONTENT OR SITE. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY CONDUCT OF ANY USER.

APPLICABLE LAW

These Terms have been made in and shall be construed and enforced in accordance with the laws of the State of New York, without giving any regard to its conflict of law principles.

DISPUTE RESOLUTION AND BINDING ARBITRATION

You and we each agree to the following dispute resolution provisions with respect to any claim, dispute, or controversy that you may have against us, our subsidiaries, affiliates, and each of their respective current or former members, officers, directors, and employees, arising out of, relating to, or connected in any way with the Site, the Content or these Terms (a “Dispute”) and any lawsuit, arbitration or other proceeding that may arise out of such Dispute (an “Action”). If you have a Dispute with us, please contact us at [email protected] with a description of your dispute and we will schedule a meeting in a good-faith effort to confer with each other and try to resolve the Dispute informally (“Informal Dispute Process”).

Class Action and Jury Waiver. YOU AGREE THAT BY ENTERING INTO THESE TERMS, IN PARTICULAR THE AGREEMENT TO BINDING ARBITRATION, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION OR OTHER ACTION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

Binding Arbitration. If you and we are unable to resolve a Dispute informally, you and we each agree that any Dispute must be brought on an individual basis and will be resolved exclusively by final, non-appealable, and binding arbitration (“Arbitration”) before an arbitrator mutually selected by the parties (the “Arbitrator”). The Arbitrator must have experience and expertise with the subject matter of the Dispute and be a former federal or state court judge.

If a party brings an Arbitration without following the Informal Dispute Process, it is grounds for dismissal, and such party is required to pay any reasonable costs and fees of the other party.

The parties will meet and confer in good faith to select an arbitrator. For purposes of this Binding Arbitration section, good-faith meet-and-confer efforts require that each party propose at least three arbitrators who meet the qualifications described in these Terms.

If the parties are unable to agree on an arbitrator, either party may petition the state courts of New York to appoint an arbitrator whereby the court provides the parties with a panel of five potential arbitrators meeting the requirements herein for an arbitrator, each party strikes one arbitrator, and the court appoints the arbitrator from the remaining arbitrators on the panel based on the arbitrator’s qualifications and expertise, and the requirements of these Terms. For purposes of this section, good-faith meet-and-confer efforts require that each party propose at least three arbitrators who meet the qualifications described in these Terms.

The Arbitration shall be administered pursuant to JAMS’ Streamlined Arbitration Rules and Procedures or other comparable rules that the parties agree to, although this does not mean that JAMS will administer the Arbitration nor appoint the Arbitrator.

The Arbitration shall be conducted via electronic or telephonic means or by a submission of documents in lieu of a personal appearance by the parties. However, the arbitrator shall have discretionary authority to require a face-to-face meeting. If the party seeking Arbitration fails to appear at the administrative conference regardless of whether such party's counsel attends, the Arbitrator will administratively close the Arbitration proceeding without prejudice, unless such party shows good cause as to why they were not able to attend the conference.

Arbitration Costs. If the Arbitrator finds that the costs and fees of an Arbitration you initiate will be prohibitive for you as compared to the costs of litigation, we will pay as much of your filing, arbitrator, and hearing fees in the Arbitration as the Arbitrator deems necessary to prevent the Arbitration from being cost-prohibitive, regardless of the outcome of the Arbitration, unless the Arbitrator determines that your claim(s) were frivolous or asserted in bad faith. If we initiate an Arbitration against you, we will pay all costs associated with the arbitration (other than your attorneys’ fees and expenses unless permitted to be recovered under the arbitration rules or applicable law).

GENERAL PROVISIONS

These Terms may be modified by us at any time by updating and posting a new version on the Site or by otherwise notifying you of the revised Agreement. By using the Site you agree to be bound by the terms and conditions of the version of the Terms that is in force during such use. The invalidity or unenforceability of any provision of these Terms shall not affect the validity of these Terms as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of these Terms to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys’ fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of these Terms. The section headings used herein are for convenience only and shall not be given any legal import.

Notices. We are permitted to send notices to you by posting a notice on the Site (deemed received on your accessing the Site or using the Services) or via email to any address that you have provided.