Updated: March 2022
In this Agreement “you” and “your” refer to each customer or website visitor, “we”, “us” and “our” refer to Active Filings LLC, (Active Filings or AFL), ActiveFilings.com, its contractors, agents, employees, officers, directors and affiliates and “Services” refers to the services provided by us.
By using this site, you submit to the exclusive jurisdiction of the state of Florida and federal courts, and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.
You agree that, if an agent for you (i.e., an Internet Service Provider, employee, etc.) purchased our Services on your behalf, you are nonetheless bound as a principal by all terms and conditions herein.
Thank you for choosing ActiveFilings.com as your filing service. Please feel free to contact us with any questions or concerns you may have.
For specific terms regarding our Trademark service, read our Trademark Terms of Service Agreement.
DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT ALLOWED BY LAW, YOUR USE OF THIS SITE AND 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 THIS WEBSITE AND 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.
The content available through the Site is the sole property of AFL or its licensors and is protected by copyright, trademark and other intellectual property laws. Except as otherwise explicitly agreed in writing, AFL-owned content received through the Site may be downloaded, displayed, reformatted and printed for your personal, non-commercial use only. Content owned by AFL licensors may be subject to additional restrictions. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate the content received through the Site to anyone, including but not limited to others in the same company or organization without AFL’S express prior written consent.
THIS SITE IS NOT A SUBSTITUTE FOR LEGAL COUNSEL
The materials posted on www.activefilings.com are provided for public informational purposes only, and do not constitute individualized legal advice. Your review of the posted materials does not establish any form of attorney-client relationship between you and AFL. You should consult qualified legal counsel to determine the current law and how it may apply to your particular situation.
By providing your mobile phone number and checking that you wish to receive communications, you are consenting to receive Short Message Service (SMS)/text messages from us. The SMS/Text messages you may receive service-related and promotional messages, including: updates, alerts, and information (e.g., order updates, account alerts, etc.) and promotions, specials, and other marketing offers (e.g., cart reminders) through your wireless provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. SMS/Text messages may be sent using an automatic telephone dialing system or other technology.
Message frequency varies but you will not receive more than one (1) message(s) per day. Standard message and data rates may apply from your wireless provider and you are responsible for all charges and fees associated with text messaging imposed by your wireless provider.
Your participation in this program is completely voluntary and you can Opt-Out at any time by submitting an inquiry on our website or emailing our support team.
To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent via SMS/text message, or any errors in such information, and/or any action you may or may not take in reliance on the information received via SMS/text message.
Business Filings and Registered Agent Service
a. Service Providers. We may work with third-party providers to provide some of the registered agent services. You acknowledge and agree that these service providers may assist us in providing you with registered agent services.
b. Receiving Service of Process & Other Legal Documents. You authorize us to receive service of process, important communications, and legal documents of any kind (“Legal Documents”) on your behalf and upload them into the online account we provide you. You authorize us to receive up to 15 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 as a result of our sole discretion and determination. You also agree that we can open, scan, upload and transmit the Legal Documents into your account in connection with providing Services to you. Registered agent services are limited to the receipt of service of process as well as the receipt and forwarding of Legal Documents, and do not include the receipt of any general or regular mail or other items. Accordingly, we do not assume liability to you, or any third party, for loss of mail or other items which are not Legal Documents.
c. 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.” Depending on which services you have purchased from us, 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.
Additionally, you may be charged for any physical document forwarding requests that exceed your purchased limits. You agree to pay the fees that we post to your account related to any Regular Documents which we receive on your company’s behalf in excess of your purchased service limit. This includes any fees posted in relation to requests to forward physical documents.
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, regardless if such Regular Document are within your purchased service limit or not.
d. 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 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 the address associated with your account, you will be responsible for all shipping associated with the shipment of the package. You will also be responsible for the insuring of the package. We will only hold packages for 14 days from the date of receipt and notification before properly disposing of them.
e. Electronic Records and Signatures. 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.
f. Provision of Accurate and Current Information. You agree that you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of your information. You agree that the accuracy of filings which we make on your behalf depends on the information you provide and you agree to promptly notify us when any of your information changes.
g. Termination of Registered Agent Services.
1) Termination by Us. We may terminate your registered agent Service at any time. Reasons for termination may include, but are not limited to: i) your failure to provide accurate, complete and current information for your account; ii) the inability to locate you after reasonable efforts are made; iii) your failure to pay for your Service; or iv) suspected illegal activity.
2) Termination by You. You may terminate your Service by logging onto your account and canceling your Service in your client portal. If we receive any documents on your behalf after you have canceled your account, you can either sign up for new registered agent services, pay for all Services provided by us prior to your cancellation, or pay a per document fee to view the document.
h. Handling of Legal Documents after we are no longer your registered agent. Once we are no longer your registered agent, if we receive further Legal Documents on your behalf, we will send an email notice to the last known email address that we have on file for you. If you want to view a Legal Document, you will need to renew your service with us, pay any fees incurred prior to cancellation or pay a per document fee in order to view the Legal Document. Once you take one of these actions, we will upload the Legal Document so that you can view it.
i. You Waive and Release any Claims and Agree to Hold Us Harmless and Indemnify Us. You waive and release us from any obligation to forward or re-mail documents that are received after your registered agent Service has been terminated and you specifically agree that we have no obligation to forward or re-mail any documents to you except as outlined in these Terms. You further agree to hold us and our affiliates harmless from any third party claim arising out of a delay or failure of you to receive Legal Documents after your registered agent Service has been terminated.
Termination of Services, generally
When any Service with us is canceled or terminated, you acknowledge and agree that:
- anyone who has access to your account has the proper authority to cancel Services; and
- the termination is binding on the company(s); and
- upon termination, you waive any and all rights or claims of statutory damages or tort claims; and
- you will NOT file a “change of address” request with the United States Postal Service (“USPS”). This is a specific address request form the USPS provides that will ultimately not work because our address is not yours, it is ours. Your use of that form will likely create a substantial headache for both of us. Again, the address we provide to our clients in connection with our Services is OUR address.
Our services are billed via an automatic payment feature for Business Renewals and Resident Agent Services unless you choose to opt out within your client account. Clients that opt-out will be invoiced. Customers enrolling in our Virtual Office services must enroll in monthly automatic payments. All accounts using auto-payment must provide us with valid and updated credit card information and when doing so authorize us to charge such credit card for all purchased services and applicable fees that come about during the duration of all initial service terms, and any following renewal term(s).
Specifics Regarding Auto-Pay Features:
- All auto-payments will be charged to the credit/debit card on file for the business entity or person. It is the responsibility of the user to keep their card information current and valid or possibly be subject the stipulations outlined below.
- Annual renewals will be automatically charged for one year after the initial charge date unless services are canceled or Auto-pay is opted out of within five days of the next charge date.
- Virtual Office subscribers must use our auto-payment feature and all accounts will be charged every 30 days following the initial charge.
- All Auto-Payments services must be canceled at least 3 days before the next charge date to avoid paying for the next month of subscription service, or year of annual service. All cancellations are handled through the user’s online account for security purposes.
- Annual auto-pay charges that fail to process will be rendered an unpaid invoice in the user’s online account and subject to all fees and procedures outlined in this agreement.
- Subscription or monthly auto-pay charges that fail to process will result in the immediate suspension, and probable cancellation of all Virtual Office services and features.
Like any other functioning business, we try to collect the money owed to us. That being said, we will always do our best to treat each client with the respect they deserve. To that end, this section addresses how we handle declined payments and collections, and also outlines what you’re agreeing to as our client.
If you’re enrolled in an autopay service, we’ll charge whatever payment methods are stored in your online account. If all methods fail or there is not a valid method saved, we may suspend your account and require payment in order to reinstate services or in order to cancel your services. While we personally find the idea of collections revolting, we reserve our right to use legal action and collection agencies if deemed necessary.
To keep our lawyers satisfied, this is the more technical and detailed version:
If we don’t receive payment (“Non-Payment”), you agree to pay all amounts due upon demand to resume or cancel your Service(s). You also authorize the Company to charge any and all outstanding fees and penalties that become due as a result from such Non-Payment. Additionally, following any such Non-Payment, you will not be eligible for monthly-billing or partial payments until your account is brought current. Non-Payment may also result in delayed services which include but are not limited to: locked documents, non-filing of compliance documents and the processing of additional orders.
You agree that you are liable for all third-party collection agency recovery fees and charges. You are solely responsible for any and all fees charged to your credit card by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds, and over the credit limit fees. By failing to notify the Company of billing problems or discrepancies you agree that you waive your right to dispute such billing discrepancies. We may modify the price, content, or nature of the Service(s) at any time. We may provide notice of any such changes by email, notice to you upon log-in, or by publishing them on our website.
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 is specific to the type of service we are providing or is required by law. We reserve the right to issue 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.
We Are Not Attorneys, Accountants, or Fiduciaries
We provide information and act as a fulfillment service provider. We are not a law firm or an attorney and do not provide legal advice. As we are not attorneys, there is no attorney-client relationship between us and none of the communications between us are protected as attorney-client communications. Use of our services as a fulfillment service provider shall NOT create any fiduciary duty or obligations, either implied or express, by any agent, affiliate or employee of the company.
Acceptable Use of Our Services and Website
In using our websites and Services, you may not, nor may you permit any third party, directly or indirectly, to:
- access or monitor any material or information on any of our systems, using any manual process or robot, spider, crawler, scraper, or other automated means;
- except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;
- perform or attempt to perform any actions that would interfere with the proper working of the Services, or prevent access to or use of the Services by our other customers;
- copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from us;
- transfer any rights granted to you under these Terms;
- use the Services except as expressly allowed under these Terms.
If we reasonably suspect that your account has been used for an unauthorized, illegal or criminal purpose, you hereby give us express authorization to share information about you and your account with law enforcement.
Termination of Services other than Registered Agent Services
- Termination by us. We may terminate a Service or Services at any time. Reasons for termination may include, but are not limited to: 1) your failure to provide accurate, complete and current information for your account; 2) the inability to locate you after reasonable efforts are made; 3) your failure to pay for your Services; 4) suspected illegal activity; and 5) any other lawful reason.
- Termination by you. You can also terminate a Service or Services at any time. To terminate a Service other than Registered Agent Services, log in to your account and cancel your Service in your client portal.
How to Terminate or Cancel a Service
To end a service with us and no longer receive invoices, you are required to login and request cancellation of a service with us directly, so you can read and agree to the end of service terms.
Cancellation can be requested at any time. There are no fees to cancel, but upon cancellation of services, you may be required to pay any past-due balances related to such services, unless otherwise specified in this agreement.
Intellectual Property Rights & Ownership
We own all right, title and interest, in and to all Intellectual Property Rights (as defined below) in the Services and websites, and these Terms do not grant you any rights to our Intellectual Property Rights. For purposes of these Terms, “Intellectual Property Rights” 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 rights 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.
You may submit comments or ideas about the Services (“Ideas”). 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.
Limitation on Time to Initiate a Dispute
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.
You 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:
- your wrongful or improper use of the Services;
- your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights;
- your violation of any law, rule or regulation of the United States or any other country;
- any other party’s access and/or use of the Services with your unique name, password or other security code;
- any copyright infringement claims that may arise from us scanning Legal Documents or other mail on your behalf;
- 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;
- any loss, damage or destruction of your Legal Documents by any cause whatsoever;
- our being named as a defendant in an action based on our status as your registered agent;
- any claims or action brought against us relating to your failure to maintain updated information on any of our websites.
Dispute Resolution by Binding Arbitration and Class Action Waiver
Most customer concerns can be resolved quickly by calling us at 1-800-609-2521. You can also email us at email@example.com. In the unlikely even that we are unable to resolve your complaint to your satisfaction, we each agree to resolve those disputes through binding arbitration under the auspices of JAMS Alternative Dispute Resolution (“JAMS”). JAMS will administer any such arbitration under its Comprehensive Arbitration Rules. If the amount of the claims and counterclaims are less than Two Hundred and Fifty Thousand Dollars ($250,000.00), then the JAMS Streamlined Arbitration Rules and Procedures will be used. You agree that any arbitration pursuant to these Terms will be on an individual basis, and that you will not bring a claim as a plaintiff or class member in a class, consolidated, or representative action. You further agree that class arbitrations, class actions and consolidation with other arbitrations will not be allowed. All disputes and claims between us will be heard by a single arbitrator.
Waiver, Severability & Assignment
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 of the Terms will remain in full force and effect. You may assign your rights and obligations under these Terms provided 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.
We shall not be considered to be in breach or default of these Terms, and shall not be liable for any cessation, interruption, or delay in the performance of our Services or other obligations by reason of earthquake, flood, fire, storm, lightning, drought, landslide, hurricane, cyclone, typhoon, tornado, natural disaster, act of God or of the public enemy, epidemic, famine or plague, action of a court or public authority, change in law, explosion, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar even that is beyond our reasonable control, whether foreseen or unforeseen (each a “Force Majeure Event”). If a Force Majeure Event continues for more than sixty days in the aggregate, we may immediately terminate our Services and shall have no liability for, or as a result of, any such termination.