Terms of Service
Last Reviewed: November 22, 2024
Thank you for choosing South Shore Agents (“We” “us” or “our”) as your California business solution expert. Our mission is to make complex business compliance easy and straightforward. While these Terms of Service (“Terms”), together with our Privacy Policy, which is hereby incorporated by reference, collectively govern your, meaning the person, company, or other legal entity accessing southshoreagents.com (our “Website”), or utilizing our services (“Services”), use of the Services, you are free to cancel your Services at any time.
By accessing our Website or using our Services, you agree to be bound by these Terms. Additionally, these Terms supersede and replace any other prior or existing statements or other agreements that may be applicable. These Terms create no third-party beneficiary rights to unnamed third parties.
Prior to using this Website or our Services, it is important for you to know and understand that by visiting the Website and/or using the Services, you are agreeing to accept certain liability limitations and legal waivers, disclaimers, and other important information regarding your legal rights, as further explained throughout these Terms. In other words, your use of the Website and the Services are at your own risk, and we do not assume any liability, or make any warranties of any kind, express or implied, with respect to the Services or our Website.
To comply with legal requirements and/or to meet our changing business needs, these Terms may change over time. We reserve the right to amend these Terms at any time and for any reason. The date of the last revision to these Terms will be indicated by the “Last Reviewed” date at the top of this page, which will also be the “Effective Date” for the purposes of the Agreement with us created by these Terms. Your continued use of the Services and this Website after the Last Reviewed date is deemed to be acceptance of any changes, so please check periodically for updates.
IF YOU DO NOT UNDERSTAND, ACCEPT, ACKNOWLEDGE, AND AGREE TO BE BOUND BY ALL OF THESE TERMS, INCLUDING OUR PRIVACY POLICY, LIMITATIONS OF LIABILITY, WARRANTY DISCLAIMERS AND GENERAL LEGAL WAIVERS, DO NOT USE THE WEBSITE OR OUR SERVICES AND PROMPTLY EXIT THIS WEBSITE AND CANCEL YOUR SERVICES WITH US.
1. ELIGIBILITY
Our Services are offered and available to users who are 18 years of age or older. If you are under the age of 18, you may not use our Services.
2. SERVICES
Receiving Service of Process & Other Legal Documents. As your registered agent, we need to accept various legal documents on your behalf and send them to you via email. You authorize us to receive up to 15 service of process, essential communications, and legal documents of any kind (“Legal Documents”) per year on your behalf. We reserve the right, and you agree, that a fee may be applied to your account for Legal Documents received above the current 15-per-year limit. You also acknowledge and agree that this fee may be subject to change in our sole discretion and determination. You also agree that we can open, scan, upload, and transmit the Legal Documents into our electronic systems and servers in connection with providing our Services to you. Unless otherwise stated in these Terms, registered agent services are limited to the receipt of service of process and the receipt and forwarding of Legal Documents. Accordingly, we do not assume liability to you or any third party for loss of mail or other items not Legal Documents.
Annual Minute Preparation. As part of our comprehensive business solution Services, we offer annual minute preparation to ensure that your corporate records are maintained accurately and in compliance with your corporations bylaws. By utilizing our Annual Minute preparation service, you agree that we will only prepare two (2) sets of Annual Minutes per year on your behalf (Annual Board of Director Minutes; and Annual Shareholder Minutes). If additional (Special) Minutes are required beyond these two sets, we reserve the right to apply and bill an additional fee for each additional set of minutes prepared. You acknowledge and agree that this fee may be subject to change at our sole discretion and determination. You further agree that we can open, review, and prepare the necessary documentation for your Annual Minutes. We will upload and transmit these documents into our electronic systems and servers as part of providing our Services to you.
Corporate Formation and Beneficial Ownership Information Report. For our Corporate Formation Services, we will handle the preparation and filing of the Articles of Incorporation for corporations or Articles of Organization for LLCs with the California Secretary of State (“SOS”). Additionally, we will prepare and file the Initial Statement of Information (“SOI”) with the SOS. This statement provides essential information about your business, including its principal office address, officers, directors, and Registered Agent for service of process. Finally, we will prepare and submit your initial Beneficial Ownership Information (“BOI”) Report with the Financial Crimes Enforcement Network to comply with federal requirements. Our corporate formation Services are not legal services and instead focus solely on meeting state and federal requirements for forming corporations and LLCs. If additional Services or filings are required, or if additional expenses are necessitated by the Services, we reserve the right to apply an additional fee to your Services. These fees may be subject to change at our sole discretion and determination. We will provide you with an itemized invoice detailing all applicable charges.
Fictitious Business Name Registration. Additionally, as part of our Services we offer FBN or DBA registration within the State of California. We will prepare and file a Fictitious Business Name (“FBN”) or Doing Business As (“DBA”) Statement with the appropriate County Office on your behalf, covering the registration of a single business name and a single business owner. Our service includes the publication of your FBN or DBA notice in a local newspaper if required by County regulations, and we will also submit the Proof of Publication to the appropriate County Office on your behalf to complete the Registration process. If additional business names or additional owners need to be registered, we reserve the right to apply an additional fee to your account for each extra name or owner. These fees may be subject to change at our sole discretion and determination.
3. WE REQUIRE CURRENT AND ACCURATE INFORMATION
Due to various federal and state requirements and statutes, we absolutely need accurate information concerning all the Services we perform on your behalf. We keep all information that is not required on public documents private. However, you agree that you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of your information. You also agree that the accuracy of filings we make on your behalf depends on the information you provide. You agree to promptly notify us when any of your information changes. Your failure to maintain accurate and up-to-date information is a material breach of these Terms and is grounds for immediate termination of Service(s). For any Service(s) you purchase, you acknowledge, understand, and agree that the information we require depends on the Service(s) you purchase. You acknowledge, understand, and agree that you are responsible for providing and maintaining accurate and up-to-date information with us in order to provide you with such Service(s).
4. REGULAR DOCUMENTS
Not all documents are created equally. The documents that we receive at our addresses on your Company’s behalf, which are not communications from the Secretary of State related to your Company’s registration nor documents related to legal service of process, are considered by us to be “Regular Documents”. There may be a limit on how many Regular Documents will be accepted by our office on your Company’s behalf without incurring additional fees. While we strive to process your Regular Documents as quickly as possible, you agree that we are not liable for any missed deadlines, time limits, or other time-sensitive Regular Documents we may receive.
5. PHYSICAL DOCUMENT FORWARDING REQUESTS
You may be charged for any physical document forwarding requests. You agree to pay the expenses that we post to your invoice in relation to requests to forward physical documents.
6. RECEIPT OF PACKAGES
While we are thrilled to serve as your registered agent and receive service of process and legal documents on your behalf, we should not be receiving packages or regular mail on your behalf. Packages arriving at our office will be refused upon delivery or returned to their location of origin if immediate refusal is not possible. In the event that neither refusal nor return of the package is an option, you will be informed that we have it in our possession. By using our Services, you agree that if we receive packages on your behalf, we are not acting as a bailee or warehouse and owe no duty of care in the holding and/or shipping of packages. If you would like the package delivered to your address, you will be responsible for all shipping associated with the package shipment. You will also be responsible for insuring the package. We will only hold packages for 14 days from the date of receipt and notification before properly disposing of them.
7. DESTRUCTION OF DOCUMENTS
We do not perpetually retain the original copies of documents received by our offices. We expect that clients will diligently and promptly act to avoid any delivery of vital documents to our offices. In the event such documents or other mailings are delivered to our offices, we expect that clients will diligently act to request the original document or mailing to be forwarded to the client. Unless otherwise agreed in writing, all such forwarding requests will be at the client’s expense. Important Note: All documents and mailings are destroyed after thirty (30) days following the digital scanning of the documents and mailings.
8. ELECTRONIC RECORDS AND SIGNATURES
We’re a digital company that sometimes needs your electronic or hard copy signature. We may need to file documents on your behalf, so you consent to us affixing your electronic or hard copy signature in order to file documents on your behalf. If you upload or provide your digital or electronic signature to us for use, then you agree that we may affix that digital or electronic signature in the course of providing you with Service(s) without first seeking authorization from you.
9. REFUNDS
Unless otherwise stated herein, all purchases are final and non-refundable after 90 days. No refunds will be given for any charges or credits more than 90 days old unless otherwise agreed to in writing between you and us and/or if specific to the type of service we are providing or if required by law. We reserve the right to issue and/or prorate refunds or credits at our sole discretion unless otherwise required by law. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply. All state filing fees are non-refundable.
10. DISPUTES AND HOW TO SETTLE THEM.
You agree that any action or proceeding by you relating to any dispute must commence within one year after the alleged cause of action accrues. We try extremely hard to provide every client with fantastic customer service. If you don’t like something we did, please email or call us. We’ll try to resolve the issue to your liking quickly. Call us at 858-380-5586. You can also email us at info@southshoreagents.com. We value our clients and seriously try hard to provide amazing customer service.
11. ALTERNATIVE DISPUTE RESOLUTION
All that said, in the unlikely event that we are unable to resolve your complaint to your satisfaction, we each agree to work together, in good faith, to resolve any controversy, dispute, or claim between us which arises out of or relates to these Terms, our Website, or our Services, whether stated in tort, contract, statute, bad faith, or otherwise (“Claim”). If we are unable to resolve the Claim within 30 days following the date in which one party sent written notice of the Claim to the other party, and if a party wishes to pursue the Claim, such Claim shall be addressed through non-binding mediation under the Commercial Mediation Rules of the American Arbitration Association (“AAA”). A single mediator knowledgeable about the subject matter of these Terms and the Services will conduct the mediation under the then-current rules of the AAA. Any mediation under these Terms shall be conducted in San Diego County, California. All costs involved in the mediation shall be borne equally between the parties, except that each party shall bear its own attorneys’ fees. This provision shall survive the termination your Services. The parties hereby expressly agree that, unless expressly required by applicable law for the type of Services provided, no claims or disputes between the parties arising out of or relating to these Terms or the Services or a breach thereof shall be decided by any arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act or any applicable state arbitration statute.
12. INDEMNIFICATION
You, personally, agree to protect, defend, indemnify and hold us harmless from and against any and all claims, causes of action, liabilities, judgments, penalties, losses, costs, damages and expenses (including attorneys’ fees and all related costs and expenses for litigation and/or arbitration) suffered or incurred by us, including, without limitation, any claim arising from: (a) any actual or alleged breach of your obligations under these Terms; (b) your wrongful or improper use of the Services; (c) your failure to provide us with accurate information about you or your business; (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property rights; (e) your violation of any local, state, federal or international law, rule or regulation of any municipality, county, state, the United States or any other country; (f) any other party’s access and/or use of the Services with your unique name, password or other security code; (g) Any copyright infringement claims that may arise from us scanning Legal Documents or other mail on your behalf, or from your uploading of any infringing or allegedly infringing material to our servers; (h) the failure of any third party, including but not limited to the United States Postal Service or any commercial delivery or courier service, to provide delivery or courier services accurately and on time; (i) any loss, damage or destruction of your Legal Documents by any cause whatsoever; (j) our being named as a defendant in an action based on our status as your registered agent; (k) any claims or action brought against us relating to your failure to maintain updated information on any of our websites.
13. INTELLECTUAL PROPERTY RIGHTS & OWNERSHIP.
It’d be weird if you thought using our Services granted you any rights to our Intellectual Property, but just so it’s clear, we own all right, title, and interest, in and to all Intellectual Property in the Services and Website, and none of it is yours, nor do these Terms grant you any rights to our Intellectual Property. For purposes of these Terms, “Intellectual Property” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, service mark rights, goodwill, trade secret rights, and any other Intellectual Property that may exist now or come into existence in the future, and all of their applications, registrations, renewals, and extensions, under the laws of any state, country, territory or other jurisdiction. That’s all ours…not yours. We do, however, desire client feedback to help us improve our Services; but if you submit an idea, and we implement it, you’re not entitled to any Intellectual Property rights or compensation of any kind. So please submit comments or ideas about our Services, but know that by submitting any idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality, or other obligation, and that we are free to use the idea without any compensation to you, and/or to disclose the idea on a non-confidential basis or otherwise to anyone.
14. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
There’s no way to break this section down into lay terms without losing some of the legal meaning, so we’re letting our lawyer brain speak for us here.
DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT ALLOWED BY LAW, YOUR USE OF OUR SERVICES ARE PROVIDED “AS-IS” WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE LEGAL THEORY, OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO YOUR USE OF OUR SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT YOU PAID TO US FOR SERVICES DURING THE TWELVE MONTH PERIOD PRECEDING THE DATE OF YOUR CLAIM.
15. WAIVER, SEVERABILITY, AND ASSIGNMENT OF RIGHTS
These Terms constitute the entire agreement between you and us with respect to our Services. Our failure to enforce a provision of these Terms is not a waiver of our right to do so at a later date. If a provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
16. ASSIGNMENT
You may assign your rights and obligations under these Terms; provided, however, you have effectuated the full and complete transfer of your Services to the person who you are assigning them to, and we receive prior written notice of, and approve of, such assignment. We will not unreasonably withhold our approval. We may assign our rights or obligations to any successor in interest of any business associated with the Services.
9. PROHIBITED USES
You may use the Website only for lawful purposes and in accordance with these Terms.
YOU AGREE NOT TO USE THE WEBSITE:
· In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
· For the purpose of exploiting, harming or attempting to exploit or harm any person, including our employees or other South Shore Agent representatives, in any way by exposing them to inappropriate or leud content, asking for personally identifiable information, or otherwise.
· To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
· To impersonate or attempt to impersonate us, a South Shore employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
· To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, in our sole discretion, may harm us or users of the Website or expose them to liability.
11. CONSIDERATIONS FOR NON-U.S. USERS
The owner of the Website is based in the State of California in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and at your own informed risk, and are responsible for compliance with local laws.
15. GOVERNING LAW AND JURISDICTION
All matters relating to the Website and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).
Any legal suit, action or proceeding arising out of or related to these Terms or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of San Diego and County of San Diego, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts, including objections that the case is brought in an inconvenient forum.
20. YOUR COMMENTS AND CONCERNS
Our Website is operated by the employees of South Shore Agents. Any notices described in these Terms and our Privacy Policy shall be in writing, and either (a) personally delivered to an agent or representative of South Shore Agents; (b) emailed to info@southshoreagents.com; or (c) delivered via United States mail, postage prepaid and return receipt requested, to the following address:
South Shore Agents
ATTN: Legal Department
960 Canterbury Place, Suite 110
Escondido, CA 92025
All other feedback, comments, requests for technical support, and other communications relating to our Services, these Terms, our Privacy Policy, or this Website should be directed to: info@southshoreagents.com.