Service Terms and Conditions
IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY, SINCE USING THIS WEBSITE AND THE SYSTEMS AND SERVICES OF VCORP SERVICES, LLC, OR PAYING THEREFOR, CREATES A BINDING LEGAL AGREEMENT. NO CHANGES BY YOU TO THESE TERMS AND CONDITIONS WILL BE ACCEPTED. VCORP SERVICES, LLC MAY CHANGE, ADD OR REMOVE ANY PART OF THIS AGREEMENT AT ANY TIME. SUCH CHANGES SHALL BE POSTED ON THE APPLICABLE VCORP ONLINE PORTAL (ENTITYCOMPLI) OR OTHERWISE MADE AVAILABLE TO YOU. IF ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU SHOULD DISCONTINUE USING THE SERVICES. YOUR CONTINUED USE OF THE SERVICES OR PAYMENT THEREFOR, NOW OR FOLLOWING THE POSTING OF A REVISED VERSION OF THIS AGREEMENT, WILL INDICATE YOUR ACCEPTANCE OF THESE TERMS AND OF ANY SUCH REVISED VERSION. NOTWITHSTANDING THE FOREGOING, OR ANYTHING TO THE CONTRARY HEREIN, IF CUSTOMER AND VCORP ARE PARTIES TO A SEPARATE, FULLY EXECUTED AGREEMENT THAT GOVERNS THE SERVICES, SUCH AGREEMENT WILL CONTROL WITH REPSECT TO THE PURCHASE, AND YOUR USE OF, THE SERVICES.
The provision of the Services (as defined below) by Vcorp Services, LLC, a New York corporation (“VCORP”), is subject to the terms and conditions set forth below. You (“Customer”) (i) acknowledge that you have read and understand these terms and conditions, including any schedules, exhibits and other attachments hereto (collectively, this “Agreement”), (ii) agree to the terms and conditions of this Agreement, and (iii) agree to the terms and conditions of any future versions of this Agreement which are posted by Vcorp on the applicable online portal or otherwise made available to you. This Agreement shall be effective as of the date Customer first uses the Services (the “Effective Date”). Customer and Vcorp are sometimes referred to herein individually as a “Party” or together as the “Parties”.
1. SERVICES AND FEES
1.1 Provision and Use of the Services. VCORP itself or through one or more of its affiliates, subcontractors or other agents (“VCORP Parties”) shall provide to Customer and its affiliates the services requested by Customer or a Customer User (as defined below) and described at https://www.wolterskluwer.com/en/solutions/vcorp-services/resources/service-descriptions, and set forth in Exhibit A (the “BOI Services”), and any other services requested by Customer or a Customer User and provided by VCORP (collectively, the "Services"), subject to the terms and conditions set forth herein. If Customer wishes to receive any additional services not described at https://www.wolterskluwer.com/en/solutions/vcorp-services/resources/service-descriptions or set forth in Exhibit A, and VCORP agrees to provide such services, VCORP may require that the Parties describe such additional services, applicable fees and any required additional terms and conditions in a separate written agreement. VCORP shall be responsible for the performance of any VCORP Parties. Customer shall perform all Customer responsibilities and obligations set forth in this Agreement, including any exhibits and attachments hereto, and shall be responsible for the performance of its affiliates, personnel, and subcontractors (“Customer Users”) and shall otherwise cooperate with VCORP in connection with VCORP’s provision of the Services. Customer shall use the Services only for the internal business purposes of Customer and Customer Users and shall be responsible for (i) ensuring that each of its Customer Users receiving the Services complies with the terms and conditions of this Agreement and (ii) for any breach of the terms and conditions of this Agreement by any Customer User to the same extent as if such Customer User were “Customer” hereunder. Customer Users shall not include any competitors of VCORP, and Customer shall not permit any third party to use the Services or VCORP Products in any way whatsoever without the prior written consent of VCORP. Without limiting the foregoing, Customer shall not, and shall not permit any person or entity to, offer or use the Services for the benefit of any unauthorized or unaffiliated third parties, including in any computer service business, service bureau arrangement, outsourcing or subscription service, time sharing or other participation arrangement. Customer shall not use the Services in a manner contrary to or in violation of any applicable federal, state, or local law, rule, or regulation. VCORP also reserves the right to reassess Customer’s storage needs in connection with the BOI Services and to modify Fees accordingly (as applicable).
1.2 Customer Information and Instructions. Customer acknowledges and agrees that performance of the Services shall be dependent on the timely completion of Customer’s responsibilities and obligations under this Agreement. Customer agrees that during the Term of this Agreement, it shall cooperate with VCORP in the provision of the Services and perform such tasks and responsibilities as required for the fulfillment and receipt of the Services, including, without limitation, the obligations set forth in Exhibit A (as applicable).
1.3 Fees. For Services performed by VCORP or any VCORP Party under this Agreement, Customer hereby agrees to pay VCORP the applicable fees in accordance with VCORP’s then current standard fee schedules for such Services and Section 5 below. Customer will also be invoiced for all additional fees (if any) advanced by VCORP on behalf of Customer or a Customer User including taxes, statutory filing and other fees, correspondent, courier messenger or delivery charges, and any other fees or charges advanced by VCORP. VCORP reserves the right to modify the Fees from time to time.
2. THE TERM.
The term of this Agreement shall be effective as of the Effective Date and continue until terminated as set forth herein (the “Term”). For purpose of this Agreement, “Annual Period” shall mean each one-year period running from the Effective Date to the next anniversary of such Effective Date.
3. TERMINATION
3.1 Termination. Either Party may terminate this Agreement or a particular Service (i) if the other Party fails to perform any material obligation of this Agreement (including the payment of amounts owed hereunder) and such breaching Party fails to take good faith steps to cure such failure within thirty (30) days after receipt of notice from the other Party specifying such failure in reasonable detail or (ii) if the other Party seeks protection or commences any action under applicable bankruptcy laws or similar laws regarding insolvency or relief for debtor. VCORP may terminate this Agreement at any time if legally required or upon belief of Customer’s illegal or improper use of the Services.
3.2 Effect of Termination. In the event of any such termination, (i) Customer will pay VCORP for Services (a) provided under this Agreement to Customer up through the date of termination and (b) that VCORP is legally required to provide to Customer following termination, and (ii) with respect to Registered Agent Services, Customer shall also pay all fees in connection with the removal of VCORP’s name as its Registered Agent in the applicable Secretary of States’ offices , and (iii) all rights (including any access and use rights and licenses) granted to Customer by VCORP under this Agreement related to the terminated Services shall be terminated.
4. TAXES.
Unless otherwise provided in this Agreement, Customer shall pay all sales, consumer, use and similar taxes in connection with the Services (other than taxes on VCORP’s net income).
5. STATEMENTS AND PAYMENT TERMS.
Customer agrees to pay VCORP the applicable invoice amount within thirty (30) days of receipt of such invoice. VCORP reserves the right to suspend access to and performance of the Services to any delinquent account without notice. Except as otherwise expressly set forth, VCORP reserves the right to modify the Fees from time to time.
6. CONFIDENTIAL INFORMATION AND TRADE SECRETS
6.1 Confidential Information. “Confidential Information” includes the terms of this Agreement and all trade secrets, processes, proprietary data, pricing, technology and product information, business and any other proprietary or confidential information provided by the disclosing Party to the receiving Party in connection with this Agreement, but excludes any information which: (a) is generally available to the public through no fault of the receiving Party or any of its affiliates or its or their directors, officers, employees, contractors, subcontractors, or other agents (collectively, a Party’s “Representatives”); (b) is or becomes available to the receiving Party through a source other than the disclosing Party or its Representatives that is not known or reasonably believed to have any legal, contractual or fiduciary duty of confidentiality; or (c) is or has been developed by the receiving Party independently of the disclosing Party or any of its Representatives and their respective Confidential Information.
6.2 Treatment of Confidential Information. Each Party covenants and agrees that it will keep and maintain all Confidential Information of the other Party in strict confidence, using such degree of care as is appropriate and reasonable to avoid unauthorized use or disclosure, it will not disclose the other Party’s Confidential Information to any third party, except with the disclosing Party’s prior written consent or if required by law or in response to a subpoena or other validly issued administrative or judicial process, and it will use and disclose Confidential Information of the other Party solely as necessary to implement or perform its obligations and duties pursuant to this Agreement. Notwithstanding the foregoing, VCORP shall be permitted to disclose Customer’s Confidential Information to VCORP’s Representatives involved in the provision of Services. Under no circumstances may the receiving Party disclose any Confidential Information of the disclosing Party to a competitor of the disclosing Party.
6.3 Return or Destruction of Confidential Information. Upon the termination of the Agreement by either Party (in accordance with this Agreement) or at any other time upon the other Party's request, each requested Party will return or, at the election of the Party holding the other Party's Confidential Information, destroy all tangible Confidential Information provided by or on behalf of the other Party. Such destruction or return will be confirmed by each Party in writing to the other Party. Notwithstanding anything to the contrary contained in this Agreement, neither Party shall be required to return or destroy copies of any computer tapes, files or records containing the Confidential Information which have been created pursuant to any automatic archiving, back-up or disaster recovery procedures (including backup tapes), but such receiving Party shall not seek to access or use any such Confidential Information after any written request by the disclosing Party for its return or destruction.
6.4 Injunctive Relief. The Parties acknowledge that the unauthorized disclosure of Confidential Information in breach of this Section 6 may cause irreparable injury to the disclosing Party and damages, which may be difficult to ascertain. Therefore, the disclosing Party shall, upon such unauthorized disclosure of any Confidential Information, be entitled to seek injunctive relief or other equitable relief against the receiving Party.
7. OWNERSHIP RIGHTS.
All intellectual property rights in the Services and products (including related tutorials and documentation) provided or made available to Customer or a Customer User by VCORP as a part of the Services (including all improvements, enhancements, modifications or updates) (“VCORP Products”) shall remain the exclusive, sole and absolute property of VCORP or the third parties from whom VCORP has obtained the right to use the VCORP Products. Intellectual property created by VCORP pursuant to this Agreement shall be owned by VCORP. During the Term, Customer shall have a personal, non-transferable, non-exclusive right to access and use the VCORP Products (including any applicable VCORP online portal) in connection with the Services solely as set forth in Section 1.1.Customer shall not permit any third party to use the Services or VCORP Products in any way whatsoever without the prior written consent of VCORP. Without limiting the foregoing, Customer shall not, and shall not permit any person or entity to, offer or use the Services for the benefit of any unauthorized or unaffiliated third parties, including in any computer service business, service bureau arrangement, outsourcing or subscription service, time sharing or other participation arrangement. Customer shall at all times retain all intellectual property rights in all Customer data, proprietary information and materials provided by Customer to VCORP in connection with the use and receipt of the Services.
8. WARRANTIES.
8.1 Customer represents and warrants that (i) it has the requisite power, authority and capacity to enter into this Agreement on behalf of itself, its affiliates and all other Customer Users and to perform the obligations required of it hereunder; (ii) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have each been duly and validly authorized by all necessary action; (iii) it has or has obtained all necessary authority to order the Services provided by VCORP; (iv) it has or has obtained all the necessary consents from any affected third parties to provide the information and documents to VCORP in connection with the Services; and (v) all information, templates and documents provided by or on behalf of Customer or any Customer User to VCORP hereunder, or otherwise modified by them or at their request, will comply in all respects with applicable law and the requirements of the applicable jurisdictions.
8.2 Each Party represents and warrants that it shall comply with all laws, rules and regulations applicable to the operation of its business in the performance of its obligations hereunder.
9. DISCLAIMERS.
VCORP PROVIDES THE SERVICES AND ANY RELATED DOCUMENTATION, SOFTWARE OR EQUIPMENT WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. VCORP DISCLAIMS AND EXCLUDES ANY AND ALL OTHER WARRANTIES,INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IRRESPECTIVE OF ANY COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES AND VCORP SHALL HAVE NO LIABILITY THEREFOR. NO EMPLOYEE OR AGENT OF VCORP OR ANY VCORP PARTY IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS ANY OF THE WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT. VCORP IS NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL ADVICE OR SERVICES. THE SERVICES DO NOT INCLUDE THE PROVISION OF LEGAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE AND SHOULD NOT BE RELIED UPON AS SUCH. IF LEGAL OR OTHER EXPERT ASSISTANCE IS REQUIRED, CUSTOMER SHOULD CONSULT WITH ITS LEGAL COUNSEL OR OTHER APPROPRIATE ADVISORS.
10. LIMITATION OF LIABILITY
10.1 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY HERETO SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING LOSS OF PROFITS, REVENUES, SAVINGS, BUSINESS OR DATA), REGARDLESS OF THE FORM OF THE CLAIM OR ACTION (WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, STATUTE OR ANY OTHER LEGAL THEORY) AND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBLE EXISTENCE OF SUCH LOSSES OR DAMAGES.
10.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, VCORP’S TOTAL AND CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE GREATER OF (I) 50% OF THE FEES PAID BY CUSTOMER TO VCORP IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH A CLAIM IS FIRST ASSERTED AGAINST VCORP BY CUSTOMER AND (II) $5,000, IN EACH CASE LESS AGGREGATE DAMAGES PREVIOUSLY PAID BY VCORP UNDER THIS AGREEMENT.
11. INDEMNIFICATION.
Customer shall defend, indemnify and hold harmless VCORP, its directors, officers, employees, contractors and agents, from and against any and all damages, losses, fines, penalties, costs, and other amounts (including reasonable attorney’s fees and expenses) finally awarded against VCORP arising from or in connection with Customer’s access to and use of the BOI Services (including the access to and use of the BOI Services by any third parties granted access to the BOI Services by Customer).
12. INDEMNIFICATION PROCEDURES.
In the event of a claim subject to indemnification hereunder, the Party entitled to indemnification (the “Indemnified Party”) shall provide written notice to the Party obligated to provide indemnification hereunder (the “Indemnifying Party”) in a timely manner after the Indemnified Party receives actual notice of the existence of such claim. The Indemnifying Party shall have the right, at its expense, to employ counsel to defend such claim, and to control the defense of, compromise, settle or otherwise dispose of such claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing duties or restrictions upon the Indemnified Party may be effected without the prior written consent of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of such claim and make available to the Indemnifying Party, at the Indemnifying Party’s expense, such records as are reasonably necessary for the defense of such claim. The Indemnified Party may participate, at its election and at its expense, in the defense of any such claim for indemnification.
13. INDEPENDENT CONTRACTOR.
VCORP is acting in performance of this Agreement as an independent contractor.
14. ASSIGNMENT.
Neither this Agreement, nor any of the rights or obligations under this Agreement, may be assigned by either Party without the prior written consent of the other. Notwithstanding anything to the contrary in this Agreement, VCORP may assign this Agreement in whole or in part or any of its rights or obligations hereunder, upon written notice to Customer, to an affiliate of VCORP.
15. COMMUNICATIONS.
All notices under this Agreement shall be delivered (i) to the address set forth in Customer’s contact information on file for the Customer, and (ii) for VCORP, by email to [email protected]. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given for the Customer: (a)on the date of service if served personally on the party hereto to whom notice is to be given; (b) on the day after delivery to Federal Express or similar overnight carrier or the Express Mail Service maintained by the United States Postal Service; (c) on the fifth day after mailing, if mailed to the party to whom such notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed; and (d) for VCORP, all such email notices shall be effective upon receipt. Any Party hereto may change its address for the purpose of this Section by giving the other Party written notice of its new address in the manner set forth above.
16. SURVIVAL.
All provisions hereof relating to proprietary rights, confidentiality and non-disclosure, and limitation of liability shall survive the completion of the Services or any earlier termination, expiration or rescission of this Agreement.
17. INTERPRETATION.
The section headings in this Agreement are for convenience only and do not control the interpretation of this Agreement. The terms “include,” “includes,” and “including” mean without limitation by reason of enumeration. The terms “herein,” “hereof,” and “hereunder” refer to this entire Agreement. Unless the context otherwise requires, the term “or” is used in its inclusive sense (“and/or”).
18. PUBLICITY.
Neither Party shall use the trademark, service mark, logo or other commercial or product designations of the other Party in any way, in print or electronic format or on a web or internet site, without the prior written consent of the other Party in each instance, unless it relates directly to the provision of Services hereunder.
19. APPLICABLE LAW; FORUM; WAIVER OF TRIAL BY JURY.
This Agreement shall be governed by the laws of the State of New York, including its statutes of limitations, without giving effect to any law or statutory provision which would require or permit the application of the laws of another jurisdiction. The Parties further agree that the Uniform Computer Information Transactions Act (UCITA) does not apply to this Agreement. Any Party bringing a legal action or proceeding against any other Party arising out of or relating to this Agreement shall bring the legal action or proceeding in any court of the State of New York sitting in Manhattan. Each Party waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any action or proceeding arising out of or relating to this Agreement brought in any court of the State of New York sitting in Manhattan; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS IT CONTEMPLATES.
20. SEVERABILITY.
If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision is to that extent deemed omitted, and the balance of this Agreement remains in full force if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.
21. AMENDMENTS.
No amendment or modifications to this Agreement shall be valid or enforceable unless in writing executed by the authorized representatives of Customer and VCORP.
22. WAIVER.
A Party may not waive a right or remedy except pursuant to a writing executed by such Party. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Agreement, and no course of dealing between the Parties, operates as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion. The rights and remedies of the Parties set forth in this Agreement are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity or by statute.
23. FORCE MAJEURE.
Neither Party shall be liable for failure or delay in performance of its obligations hereunder (other than Customer’s obligation to pay the Fees for Services provided) when such failures or delay is caused by events or causes beyond the control of such Party, including, without limitation, any of the following events, acts of God, extreme weather, natural calamities, labor strikes or unrest, imposition of sanctions or export restrictions, terrorist attacks, government actions, power outages and disruptions in communication lines.
24. EXHIBITS.
All exhibits, schedules, and attachments to this Agreement are incorporated into this Agreement by reference and made a part of this Agreement.
25. NO THIRD-PARTY BENEFICIARIES.
The Parties intend that this Agreement will not benefit or create a right or cause of action in or on behalf of any person or entity, other than the Parties.
26. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, including any confidentiality agreement or non-disclosure agreement previously entered into between the parties, and there are no warranties, representations or agreements between the Parties in connection with the subject matter hereof except as set forth in this Agreement. In the event of a conflict between the terms of this Agreement and any exhibit, schedule, attachment, online terms or invoice, the terms of this Agreement shall govern (except for Exhibit A, which shall govern). Neither Party shall be bound nor liable to the other Party for any representation, warranty, promise, covenant or understanding made by any agent, employee or other person that is not embodied in this Agreement. Purchase orders, work orders or similar documents submitted to VCORP by Customer will be for Customer’s internal administrative purposes only and the terms and conditions contained in any such purchase orders, work orders or similar documents will have no force and effect and will not amend or modify this Agreement.
Exhibit A
VCORP Beneficial Ownership Information Compliance Platform and Filing Services (the “BOI Services”)
Beneficial Ownership Compliance Platform:
VCORP will provide access to the VCORP Beneficial Ownership Compliance Platform in order to support data collection, customized reporting and storage of historical information directly related to Beneficial Ownership Information Reporting with the Financial Crimes Enforcement Network (“FinCEN”). This Platform includes the following:
- Workflow to capture filing information
- Access to historical filings through subscription period
- Secure/encrypted document storage through subscription period
Filing Services Details
- VCORP will transmit necessary information provided by Customer regarding such Beneficial Ownership Information Reports (“BOI Report”) directly to the Financial Crimes Enforcement Network (“FinCEN”). These services include all filings accepted by FinCEN.
- Customer will:
- For all entities formed prior to December 31, 2023 - Provide the required information to VCORP via the Platform for filing of the initial/updated/corrected BOI Report by November 30, 2024. If Customer fails to adhere to such timeline, VCORP will use its best efforts to file such BOI Report(s) before any filing deadline, but VCORP will not be responsible for any FinCEN penalties imposed for missing any filing deadlines.
- For any entities created on/after January 1, 2024 - Provide the required information to VCORP via the Platform for filing of the initial/updated/corrected BOI Report at least fourteen days before the respective reporting deadline. If Customer fails to adhere to such timeline, VCORP will use its best efforts to file such BOI Report(s) before any filing deadline, but VCORP will not be responsible for any FinCEN penalties imposed for missing any filing deadlines.
- Notify VCORP regarding any changes to information required for filing updated and/or corrected BOI Reports in a timely manner. For the avoidance of doubt, Customer is responsible for monitoring when any updated and/or corrected BOI Reports are required by FinCEN, and VCORP shall bear no responsibility for the same.
- Notwithstanding anything in Section 1.2 of the Agreement to the contrary, when providing VCORP with required BOI data and associated images, all data must be received by VCORP fourteen days prior to the filing deadline or VCORP bears no responsibility for penalties associated with late filings.
- Be solely responsible for the accuracy of all data provided to VCORP for submission to FinCEN. In addition, Customer shall be solely responsible for whether the data provided to VCORP is compliant with the requirements of FinCEN, and VCORP will not be responsible for FinCEN penalties imposed on Customer due to incorrect or misleading data provided to VCORP by Customer.
- Though the term of this Agreement begins upon the effective date, the actual Services cannot and will not be provided until VCORP has received all of the required filing information.