This Incorporate Now Service Agreement (this “Agreement”) dated as of the date confirmed the Company, is by and between Incorporate Now Inc., a Florida corporation (the “Company”) and the undersigned person/entity (the “Client”).
BY PURCHASING THE COMPANY’S SERVICES, CLICKING “I AGREE,” EXECUTING THIS AGREEMENT AND/OR OTHERWISE AFFIRMATIVELY ACKNOWLEDGING THIS AGREEMENT, YOU ARE REPRESENTING THAT YOU HAVE VIEWED THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY IT.
WHEREAS, the Client seeks to engage the Company for the provision of selected and confirmed services in accordance with this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements hereinafter contained, the Parties hereto agree as follows:
1. Services.
(a) Services to be Performed. The Company shall provide to the Client services offered by the Company, selected by the Client and confirmed by the Company in writing (the “Services”). The Client acknowledges and agrees that the Company is only obligated to perform those Services as selected by the Client and as confirmed by the Company in writing.
(b) Services Not Performed. The Client acknowledges and agrees that the Company shall not provide and cannot provide any services other than the Services, including, without limitation, the following: (i) business development services; (ii) legal services; or (iii) any services which require certification, licensure or other authorization from an applicable governmental body or professional body. The Client acknowledges and understands that the Company is not a lawyer or a law firm. Furthermore, while the Company seeks to provide industry class services, it does not represent or warrant that the services it providers will be in conformity with any particular set of standards or codes.
(c) Additional Services. If at any time you select further services to be performed by the Company and the Company confirms that it will provide such services, all further services will be provided pursuant to this Agreement.
(d) Accurate and Complete Information. In order to provide the Services, the Client acknowledges that the Company requires certain complete and accurate information from the Client. Therefore, the Client shall promptly provide to the Company complete and accurate information in response to all requests made by the Company and shall promptly inform the Company in case of any changes in the information provided by the Client. The Client represents and warrants that all the information that the Client provides to the Company is complete and accurate. The Client acknowledges and understands that the Company’s ability to provide appropriate services to the Client depends on the completeness and accuracy of the information that the Client provides the Company and that it may suffer damages as a result of the provision of incomplete or inaccurate information to the Company, for which the Company shall not be liable.
2. Termination.
The Company may terminate its provision of Services to the Client upon notice to the Client for any or no reason or upon notice from the Client to the Company for any or no reason. Without limiting the other provisions hereof, if the Company terminates its provision of Services to the Client, the Company shall not be liable for any damages arises therefrom.3. Fees.
(a) In consideration of the performance of the Services and other duties and obligations of the Company hereunder, the Client shall pay the Company in advance prior to the performance of any of the Services in accordance with the fees as set forth by the Company as part of the confirmation of the Services or, if fees are not set forth by the Company as part of the confirmation of the Services, at the standard rates of the Company as set forth in its internal documents or on its website at the time of the confirmation of the Services.
(b) Certain services provided by the Company may require yearly or other regular and/or recurring fees, which the Client shall pay in advance of the date necessary for the continuation of services. If the Client fails to make payment in advance for the continuation of services, the Company reserves the right to cease providing such services (which may include the Company not making certain filings, forwarding certain documents) and the Company shall not be liable for any damages arises therefrom.
(c) Certain services provided by the Company may require fees paid upon the occurrence of events, including, for instance, government/agency fees, the processing of mail or other notices that are received by the Company relating to the Client. In such cases, the Company may regularly invoice the Client for the fees at its then applicable rates.
(d) The Company may require the Client to supply certain information to allow the Company to process and authorize the payment of fees, including recurring fees, including, without limitation, your name, address, card number, card expiration date and card security number, and bank account information. The Client represents and warrants that (i) Client has the legal right to use form of payment that Client uses and that (ii) the information that Client is providing with that form of payment is true and correct. Client acknowledge that the Company may use a third party for the purposes of processing or facilitating any payment and that by submitting its information to the Company the Client grants the Company the right to provide this information to such third parties.
(e) The Client acknowledges and agrees that the Company may charge any form of payment on file with the Company for any future fees, including recurring fees. The Client authorizes the Company as its agents (including payment processors) to charge the form of payment on file for such payments on the Client’s behalf.
(f) For any services not paid in advance, the Company may invoice the Client for such services and the Client must pay the invoice according to the terms specified on the invoice.
(g) Outstanding fees that are 30 days late in payment shall accrue interest at 18% per annum. The Company shall be entitled to all costs and expenses (including reasonable attorney’s fees) in the pursuit of payment on any fees.
(h) The Company shall be entitled to change its fees for any of its services upon thirty (30) days’ notice to the Client.
4. Disclaimers of Warranties.
(a) General Disclaimers. THE CLIENT USES THE SERVICES AT ITS OWN RISK. The Company provides the Services without any implied or statutory warranty or condition. The Company makes no representation or warranty that the Services will be accurate, timely, correctly sequenced, complete, authentic, merchantable, fit for a particular use or non-infringing, and explicitly disclaims any such representations or warranties.
(b) Additional Disclaimers. Without limiting the foregoing disclaimers, depending on the specific Services provided the following disclaimers may also be applicable: (i) the Company does not and cannot guarantee that all notices delivered will be processed; (ii) the Company does not and cannot check the accuracy of the information that you provide to it, including the accuracy of the addresses for which you request notices to be forwarded; (iii) information provided in any dashboards may not be up to date, accurate or provided in “real-time”; and (iv) the Company cannot guarantee that any notices that it sends to you will be received by you.
5. Release.
In the event that the Client has a dispute with any third parties, whether arising out of the Services or otherwise, the Client hereby releases the Company, its officers, employees, agents and successors-in-right from all claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to any such dispute. The Client hereby waives California Civil Code Section 1542, as well as any other statute or law with similar effect, 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.”6. Limitations of Liability.
(a) Under no circumstances shall the Company be liable to any party (including the Client) for any special, incidental, indirect, consequential, exemplary or punitive damages based on any theory of liability arising out of or in any manner connected with this Agreement or the subject matter hereof, and regardless of whether the Company has been informed of or otherwise may have anticipated the possibility of such damages. Without limiting the foregoing, under no circumstances shall the Company be liable to any party (including the Client) for any lost wages, lost revenues, lost profits, loss of business or any other similar form of damages. The Company shall not be liable for any negligence or gross negligence in the provision of the Services.
(b) Without limiting the foregoing, the Company shall not be liable to the Client for any damages arising from (i) the Client’s use, misuse or inability to use the Services; (ii) the Client’s reliance on any information provided by the Company; or (iii) the interruption, suspension, modification, alteration or complete discontinuance of the Services.
(c) Without limiting the foregoing, the total aggregate liability of the Company arising out of or in any manner connected with this Agreement or the Services shall be limited to the fees paid by the Client to the Company hereunder.
7. Indemnification.
The Client hereby agrees to indemnify and hold harmless the Company against any and all damages (including, without limitation, damages suffered as a result of third party claims and expenses), including attorney’s fees and all other costs, arising from Client’s breach of this Agreement, the Services, or otherwise arising from or as a result of the engagement hereunder.8. Miscellaneous.
(a) Entire Agreement; Amendments. This Agreement embodies the entire agreement and understanding of the parties with respect to the transactions contemplated by this Agreement. This Agreement supersedes all prior discussions, negotiations, agreements and understandings (both written and oral) between the parties with respect to the transactions contemplated hereby that are not reflected or set forth in this Agreement. This Agreement may only be amended in a writing executed by both parties
(b) Assignment and Sublicensing. The Client may not assign, sublicense or transfer this Agreement without the prior written consent of the Company. The Company may subcontract, assign or transfer this Agreement without prior written consent of the Client.
(c) Severability. If any provision of this Agreement, or the application of any such provisions to either of the parties is held by a court of competent jurisdiction to be invalid, unlawful or unenforceable, (i) the remaining provisions of this Agreement will nonetheless be valid and enforceable and shall remain in full force and effect, and will not be affected, impaired or invalidated in any manner, (ii) such determination shall not affect the validity, lawfulness or enforceability of this Agreement in any other jurisdiction, and (iii) the invalid, unlawful or unenforceable provision will be deemed superseded by a valid, lawful and enforceable provision that most closely matches the intent of the original provision.
(d) Third Parties. Nothing herein is intended, nor will be deemed to confer rights or remedies upon any third party.
(e) Interpretation. The headings in this Agreement are inserted for convenience of reference only and are not to be considered in the interpretation or construction of the provisions hereof. The singular of any term shall include the plural, and vice versa. All uses of “including” herein shall be interpreted to mean “including, but not limited to.”
(f) Notices. All notices hereunder shall be in writing. The Client acknowledges that the Company may sent the Client notices by email to the address provided by the Client upon applying for the Services. The Client must send all notices to the Company in writing to the email address home@incorporatenow.com, or at such other address as the Company may designate in writing.
(g) Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida without regard to the conflict of law principles thereof. The parties agree to the exclusive jurisdiction of the state and federal courts serving Palm Beach County, Florida.
(h) Counterparts. This Agreement may be executed in two counterparts, each of which, when so executed and delivered, shall be an original, but both of which together shall constitute one and the same instrument.
(i) Language. If this Agreement is executed in English and any other language, in the event of a conflict between the English version and the foreign translation, the terms of the English version shall control.
(j) Waiver. Any waiver by either Party of any right shall not operate or be construed as a general waiver.
(k) Relationship of Parties. No partnership, joint venture, agency, franchise, sales representative or employment relationship is intended or created by this Agreement. Neither party shall have any authority to make or accept any offers or representations on the other’s behalf. Neither party shall take any action or make any statement that contradicts anything in this sub-section.