Bizee Legal Disclaimer and Terms of Service

You and Us

Welcome to Bizee (“Bizee”, the “Company,” “we,” “us,” and “our”). Formally, we are Incfile.com LLC and do business as Bizee, so references to “Bizee”, the “Company,” “we,” “us,” and “our” are references to Incfile.com LLC. We provide our services (“Services”) online, including via our website at www.bizee.com or any website owned by Bizee (collectively the “Website”), and other forms of communications such as email. Providing information on the Website also constitutes part of the Services.

We use the term “User” or “you” or “your” or “Visitor” or “Customer” to mean any past, current, or prospective customer of our Services as well as any visitor to the Website. These Terms apply to each Customer. There will be no fees for Customers to use the Services unless stated explicitly in these Terms or in other notices from Bizee to Customers such as information on the Website.

These Terms govern your access to and use of our Services. By accessing or using the Services (including accessing the Website), you agree to be bound by these Terms as if these Terms were signed by you in ink on a hard-copy agreement. We may also ask you to confirm that you agree to these Terms, including by taking particular actions, such as clicking a button labelled “I Agree” or “Buy Now” or using the Services. Any personally-identifiable information about you or anyone else may be stored on or through the Services (“Personal Data”). So long as you are a Customer, Bizee hereby grants you permission to use the software (“Software”) included in the Website as part of the Services. Your right to use the Software is revocable by Bizee, and is not sublicensable. Moreover, the Software must be used solely for personal use by you.

The information provided in the Website or via any other means of transmission from Bizee is not legal advice, but general information. The content contained on the Website or information contained in any other transmission from Bizee is subject to these Terms.

Bizee reserves the right to change or update these Terms at any time. Changes or updates of these Terms will appear on the Website and/or be communicated to Customer and are effective immediately. Use of the Website or receipt of Services after any such changes constitutes your consent to such changes and updates.

Informational Purposes Only

The purpose and intent of Bizee is to provide you with general information, and not to provide any specific advice (legal or otherwise). The information presented is provided solely for informational purposes and constitutes an advertisement for services. Bizee does not wish to represent anyone desiring legal representation based upon viewing the Website or information provided via email, facsimile, phone conversation, or any other form of transmission. Visitors or recipients of this information should not act upon this information without consulting with legal counsel. None of the information on the Website constitutes professional or legal advice or a recommendation by Bizee, its representatives, agents, or otherwise. Bizee operates exclusively at Customer’s direction and does not offer legal, tax or accounting advice or services, and no information provided by Bizee constitutes legal, tax, or accounting advice.

The transmission and receipt of materials provided by Bizee is not intended to and does not create an attorney-client relationship. Also, providing any of the information made available at the Website or via other forms of transmission does not create a business, legal, or professional relationship.

Information Provided As-Is

Information obtained from Bizee or the Website should NOT be used as a substitute for legal advice from an attorney. It is provided “as is”, is not guaranteed to be correct, complete or up-to-date, and Bizee expressly disclaims all warranties and disclaims any and all liability of responsibility for loss, claim, liability, or damage that is a result of or in any manner related to errors or omissions in the content provided by Bizee or the Website.

Content

Any information, text, graphics, photos or other materials uploaded, downloaded or appearing in connection with our Services or on our Website, including all Personal Data, are collectively referred to as “Content”. When you provide Content to us (“Customer Content”), you warrant to us that you have all rights necessary to provide your Content to us.

In addition to Customer Content, some of the Content on the Services and Website is owned by us (“Bizee Content”), and by partners and other entities (“Third Party Content”). You may use Bizee Content and Third Party Content for your personal use only. Except for Customer Content, you may not share any Content with any other person or entity without the prior written permission of the owner of that Content. For example, you would need to obtain our prior written permission prior to re-posting any Bizee Content to another website or sharing it with others.

We own Bizee Content and the Services, and all intellectual property associated therewith, including copyrights and trademarks. You may not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices in or accompanying the Services or any of the Content other than Customer Content. You may not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Services or any Content, other than Customer Content.

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person that originates the Content. We do not monitor the Content posted via the Services. Bizee will not be liable for any Content, including but not limited to any errors or omissions in any Content, or any loss or damage of any kind incurred arising out of the Content or any use of any Content.

Your use of or reliance on any Content or materials posted on our Website or provided to or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Website or in connection with the Services. We do not endorse any opinions expressed via the Services.

You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings or Content that have been mislabeled or are otherwise deceptive.

You grant Bizee and agree to grant Bizee a nonexclusive, perpetual, irrevocable, worldwide, unlimited, assignable, sublicensable, transferable, fully paid-up and royalty-free right and license to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize Customer Content in any form, format or process now known or hereafter discovered, via the Services or otherwise, including but not limited to any Customer-generated Content, ideas, concepts, techniques or data, without any further consent by you, and without any notice or compensation to you or to any third parties (“Content License”). Except for the Content License you grant to us, you retain all ownership or other rights you may have to Customer Content. Prior to providing us with Customer Content, you should retain a copy of Customer Content in a safe place accessible to you.

You are responsible for your use of the Services, for your Content, and for the consequences of what you do.

Customer Contact Information

BY CUSTOMER PROVIDING ANY EMAIL ADDRESS, PHONE NUMBER, CELLULAR PHONE NUMBER, OR ANY OTHER MEANS OF CONTACTING CUSTOMER (“CUSTOMER CONTACT INFORMATION”), CUSTOMER EXPRESSLY AGREES THAT BIZEE CAN CONTACT SUCH CUSTOMER VIA SUCH CUSTOMER CONTACT INFORMATION (INCLUDING VIA TEXT MESSAGES) FOR ANY PURPOSE, INCLUDING PROVIDING INFORMATION REGARDING OR IN CONNECTION WITH THE SERVICES, AS WELL AS FOR ADVERTISEMENTS OR TELEMARKETING MESSAGES VIA AUTODIALED CALLS, TEXTS, OR ROBOCALLS. PHONE CALLS OR TEXT MESSAGES DIRECTED TO CUSTOMER CONTACT INFORMATION MAY CONTAIN ARTIFICIAL OR PRERECORDED MESSAGES. CUSTOMER’S CONSENT TO BE CONTACTED VIA ANY OF THE CUSTOMER CONTACT INFORMATION (INCLUDING VIA TEXT MESSAGES) IS NOT REQUIRED FOR PURCHASE OF SERVICES AND CUSTOMER CAN CONTACT BIZEE CUSTOMER SERVICE TO WITHDRAW SUCH CONSENT AT ANY TIME OR TO SIGN A VERSION OF THESE TERMS AND CONDITIONS WHICH DO NOT PROVIDE SUCH CONSENT. MESSAGE AND DATA RATES MAY APPLY IN CONNECTION WITH CONTACTING CUSTOMER AT CUSTOMER CONTACT INFORMATION.

Minimum Age

You must be at least 18 years old to register with us and use the Services. You warrant that you have the right, authority and capacity to enter into these Terms as a binding agreement.

If anyone under the age of 18 (“Young Person”) provides any Content to us, the Young Person’s parent or guardian may contact us. We will delete any Content provided by the Young Person.

Privacy

Certain types of Content you submit to us might reveal your gender, ethnic origin, nationality, age, religion, sexual orientation, health information, or other Personal Data about you or others. Each time you use our Services or submit Personal Data or other Content to us, you confirm your consent to the collection, storage, processing, use, sharing, and onward transfer of your Personal Data and any other Personal Data you submit, and all other Content you provide, as further stated in the version of these Terms and the version of the Privacy Policy that are current as of the date of your submission.

Please note, however, that any Personal Data, or other Content or data collected, stored or processed by a partner or a third party is subject to the privacy policy or agreements of that partner or third party. We are not responsible for the privacy practices, security, or other aspects or processes of any partner or third party, except as expressly stated in the current version of these Terms and the current version of the Privacy Policy.

We also reserve the right to access, read, preserve, and disclose any Content, data or other information (including Personal Data) as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce the Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to Customer support requests; or (v) protect the rights, property or safety of Bizee, the Services, our customers and the general public.

Third-party Sites

The Website contains links to servers maintained by other businesses and organizations, which exist independently from Bizee or the Website. Bizee cannot provide any warranty about the accuracy or source of the information contained on any of these servers or the content of any file a Customer might download from these sites. No such third party is endorsed or recommended by us by virtue of the fact that links to their servers appear on the Website. All accessing and downloading of material from such third party sites is at the Customer’s own risk, for which Bizee is not responsible or liable in any way.

All third party information is provided without any warranty, express or implied, as to its legal effect and completeness.

For the avoidance of doubt, all charges imposed by such third parties - including but not limited to auto-renew fees for registered agent and/or any other services - cannot be reversed, discounted or in any way altered after those charges have been applied to your account.

Disclaimer of Warranties

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR FEEL HARMED BY BIZEE, THE SERVICES, OR ANYTHING RELATED TO THE SERVICES, YOU MAY STOP USING THE SERVICES. TERMINATION IS YOUR SOLE AND EXCLUSIVE REMEDY. IN PARTICULAR, WE DISCLAIM THAT THE SERVICES WILL RESULT IN ANY PARTICULAR FINANCIAL BENEFIT OR OTHER BENEFIT OR SUCCESS TO CUSTOMERS IN ANY WAY.

WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. WE DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR WITHOUT ERRORS. THE OPERATION OF THE SERVICES, INCLUDING THE WEBSITE, MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS. FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONS, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET OR ANY OTHER NETWORK, AND FOR ANY OTHER REASON.

Cancellation Policy and Termination

Bizee may, at its sole discretion, refuse or cancel existing Services to any person or entity for any reason, including for misuse of Bizee promotions. For example, if Bizee were to offer a promotion (such as a promotion on state incorporation), such promotion can only be used once by a Customer and attempting to use such promotion more than once by the same Customer is misuse of Bizee promotions. In such a case, Bizee reserves the right to refuse service or cancel any orders in which a Customer is misusing a Bizee promotion by attempting to use such promotion a second time or more. Bizee is not responsible for any damage or loss that may result from Bizee’s refusal or cancellation of Services for any reason.

An order is generally refundable until payment is forwarded to any government entity, such as a state or the U.S. federal government (typically within twenty-four hours after an order is placed), less a $30.00 cancellation fee and less any other expenses which have been paid or incurred in furtherance of an order, including payments to any entities, including state agencies or the Federal government or third party vendors. Once payment has been forwarded to any government entity or third party, Bizee cannot accept any cancellations or any other changes to an order. In the case of trademark filings, once a trademark search has been conducted or payment has been made to the U.S. Patent and Trademark Office, Bizee cannot accept any cancellations or any other changes to an order. To request an order cancellation prior to Bizee making any payments to a government entity or other third party, or prior to a search being conducted for a trademark filing, your order must be in Review status. You must place your order on hold by clicking on the make changes button inside your order confirmation email and if the cancellation request meets Bizee’s requirements as stated above, as determined by Bizee at Bizee’s sole discretion, then Bizee will honor the cancellation. Instructions to cancel an order or any other changes to an order cannot be accepted by telephone or email. Bizee does not dispute legitimate chargebacks. If, however, an illegitimate or improper chargeback (e.g., a chargeback requested after payment by Bizee to a government entity or third party, or after a trademark search has been conducted) is submitted, Bizee reserves the right to take any actions Bizee deems appropriate at Bizee’s sole discretion. Such actions by Bizee include, but are not limited to, cancelling subscriptions or other Services and the dissolution of any entity formed for which payment was charged back or disputed by Customer. Customer shall be liable to Bizee for all costs incurred by Bizee in dissolving such legal entity. If Bizee is unable or unwilling to dissolve such entity, or if payment was made to the U.S. Patent and Trademark Office for a trademark filing, Customer agrees to dissolve such entity promptly or abandon the trademark filing, at the request by Bizee, or be liable to Bizee for liquidated damages in the amount of five hundred U.S. dollars (US$500) plus anyand all costs incurred by Bizee to collect the liquidated damages and dissolve the legal entity, including court costs, legal fees, and collection costs to the extent not prohibited by applicable law. Bizee reserves the right to dissolve any legal entity which is fraudulently formed by any person who uses a third party’s name without authorization from such third party to form the legal entity, and any person who forms such legal entity shall be liable to Bizee for liquidated damages in the amount of ten thousand U.S. dollars (US$10,000) plus any and all costs incurred by Bizee to collect the liquidated damages and dissolve the legal entity, including court costs, legal fees, and collection costs to the extent not prohibited by applicable law.

We may terminate these Terms for any reason or no reason, at any time, with or without notice. Any termination by us shall be effective immediately or as may be specified in our notice.

We may restrict, suspend or block the access of any Customer who abuses or misuses the Services. Misuse includes, among other things, infringing any intellectual property rights, using any functionality, feature or capability of the Services to generate, support or transmit any form of spam, engaging in any behavior or activity that we asked you not to do, or any other behavior that we, in our sole discretion, deem contrary to the mission and purpose of Bizee and the Services.

Upon termination, you may lose access to some or all of the Services. We may block access to the Services from an Internet Protocol (“IP”) address or range of IP addresses associated with those of terminated Customers. Upon termination, all licenses and other rights granted to you by us in these Terms will immediately cease, but any licenses you have granted to us will survive termination regardless of the reason for such termination. In addition, any fees invoiced to you prior to termination that have not been paid will continue to be due in accordance with these Terms, and no refunds shall be provided for payments previously made.

Auto-renewal Services and Price Changes

Services provided by Bizee may automatically renew to keep a Customer’s legal entity in compliance with state or other government requirements. A current and active credit card on file will be charged by Bizee’s registered agent partner (e.g., LegalInc), for the annual renewal of the Registered Agent service. The current Registered Agent service annual renewal fee is available on the Website and the Customer Dashboard (see Website). Customer has the option to cancel the Registered Agent service at any time by assigning a new registered agent with state and notifying Bizee of the change. If such notification is not provided to Bizee by the expiration date of the existing Registered Agent service, Bizee may automatically renew these Services. If Bizee is unable to complete an auto-renewal due to payment failure, Bizee may, at its sole discretion, cancel the Registered Agent service. Credit card information held for purposes of automatic renewal and subscription Services by Bizee will not used for other purposes without Customer consent and permission. Bizee and Bizee’s registered agent partner (e.g., LegalInc) implement reasonable safeguards to protect Customer data pursuant to the Privacy Policy. All prices for Services advertised on Bizee are subject to change at any time without notice.

Lawful Use

Customer hereby agrees, represents, and confirms that Customer will not use the information presented, products, Services or materials purchased from or provided by Bizee to commit fraud or any other illegal act or crime; to mispresent identity or legal purpose; to misrepresent, misstate, or falsify information on legal documentation; to misrepresent or mistake any fact; or in any other unlawful, illegal or improper manner. Customer hereby agrees to be responsible for any costs, including legal fees, incurred by Bizee in the event Customer fails to conform to this requirement. Customer hereby accepts full liability and shall indemnify, defend and hold Bizee, its owners, agents, employees, representatives, and providers harmless from any and all damages, claims, demands, judgments, expenses, and causes of action asserted against Bizee by any person or local, state or federal government agency arising from or out of any event, circumstance, act or incident resulting from Customer’s use or misuse of the information presented, or products, Services or materials provided by Bizee.

Customer hereby agrees and confirms to give Bizee complete authority to sign documents on Customer’s behalf for the purpose of, and not limited to, completing any order or modification thereof on Customer’s behalf.

Bizee reserves the right to investigate complaints or reported violations of these Terms and to take any and all actions it deems necessary or appropriate including the reporting of any suspicious or suspected unlawful or illegal activity to law enforcement, applicable regulators or other third-parties. Bizee may disclose any information necessary or appropriate in this respect, including Customer-submitted information, profiles, email addresses, usage reports, IP addresses, Customer traffic, and other Customer Content.

As a condition to your right to access the Website and to use the Services, you agree to these Terms, including agreeing to comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements and to provide accurate information to us and update it as necessary. You also agree to review our Privacy Policy, which may change from time to time as well as review and comply with notices sent by us concerning the Services.

You also agree to not act dishonestly, inappropriately or unprofessionally by posting inappropriate, inaccurate, or objectionable Content. Furthermore, you agree not to use software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other part of the Services. You will also not override any security component included in or underlying the Services.

Post-Formation Information and Maintenance

Customer acknowledges that Customer is solely responsible for the post-formation maintenance, reporting, filings, and any other documentation required to maintain formation status and/or legal, tax or other required compliance with applicable federal, state or local government agencies or oversight commissions. Customer acknowledges that Bizee may provide Customer with information regarding post-formation maintenance. Bizee may provide updates, notifications and/or reminders to the postal address or email address or cellular telephone number provided by Customer or as a post or alert to Customer's online account (if applicable) solely as a courtesy and such does not create any liability on the part of Bizee. Bizee is not responsible for: (i) Customer’s action or inaction based on any information provided via email, facsimile, cellular phone text, phone conversation, website posting, alert, or any other form of transmission or communication; (ii) Customer’s failure or inability to receive or access the information; or (iii) Bizee’s decision, in its sole discretion, to cease providing such information. Bizee makes no representation or warranty as to thecomprehensiveness or timeliness of the information. Customer acknowledges that it is Customer's sole responsibility to comply with all applicable state, local, federal, or international laws.

Limitation of Liability

CUSTOMER HEREBY AGREES THAT IN NO EVENT SHALL BIZEE BE LIABLE FOR ANY DAMAGE, LOSS, CLAIM, INJURY, OR LIABILITY RESULTING FROM YOUR USE OF THE WEBSITE OR ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR INFORMATION PROVIDED BY BIZEE (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES).

TO THE EXTENT PERMITTED BY LAW, NEITHER BIZEE NOR ANY OF BIZEE AFFILIATES SHALL BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES, IF ANY, YOU PAID BIZEE DURING THE CALENDAR YEAR IN WHICH SUCH EVENT IS CLAIMED TO HAVE OCCURRED, OR USD $100, WHICHEVER AMOUNT IS LOWER.

NEITHER BIZEE NOR ANY OF BIZEE AFFILIATES SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU, ANY ENTITY, OR ANY THIRD PERSON. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER (I) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY, (II) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (III) THE LIMITED REMEDIES PROVIDED IN THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.

Waiver and Release

Customer hereby waives, discharges, and releases Bizee of any and all claims, losses, demands, or liability of any kind against Bizee, its owners, partners, affiliates, representatives, employees, agents, licensors, suppliers, and any other third party providers, whether known, unknown, disclosed or undisclosed, arising out of or in any way connected with your use of the information or Services of Bizee.

Customer also acknowledges and agrees that when third parties provide fulfillment services on Bizee's behalf and such services have been appropriately charged to Customer, including auto-renew fees, such fulfillment services cannot be subject to any type of refund and/or discount after charges for those services have been applied to the Customer's account.

Indemnification

Customer hereby agrees to indemnify, defend and hold harmless Bizee, its owners, partners, affiliates, representatives, employees, agents, licensors, suppliers, and any other third party providers, from and against all claims, losses, expenses, damages and costs, including but not limited to legal costs and fees, arising out of or in any way connected with Customer’s use of the information or Services of Bizee. Customer hereby agrees to indemnify, defend and hold harmless Bizee, its owners, representatives, and employees, from and against all claims, losses, expenses, damages and costs, including but not limited to legal costs and fees, arising out of or in any way connected to Services provided by an affiliate, partner, supplier, thirdparty provider or vendor including but not limited to any act, omission, negligence, or error by such affiliate, partner, supplier, third party provider or vendor.

You agree to defend, indemnify and hold Bizee and its partners, as well as any of our respective subsidiaries, affiliated companies, officers, employees, members, directors, or service providers (“Bizee Affiliates”) harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following alleged activities: (i) your Content or your access to or use of the Services; (ii) any alleged breach of these Terms; (iii) any breach, infringement, misappropriation or violation of any third-party right including without limitation any intellectual property right, publicity right, confidentiality, property right or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, any regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. We ask that you cooperate as reasonably requested by Bizee in the defense of any claim. Bizee reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you. Customer will not in any event settle any claim against Bizee or Bizee Affiliates, without the prior written consent of Bizee, which consent Bizee may refuse in its sole discretion.

DISPUTE RESOLUTION BY BINDING ARBITRATION OR SMALL CLAIMS

Please read this carefully. It affects your rights.

Summary:

Most customer concerns can be resolved quickly and to the customer's satisfaction by calling our Customer Care Center at 1 (888) 462-3453. In the unlikely event that the Bizee Customer Care Center is unable to resolve your complaint to your satisfaction (or if Bizee has not been able to resolve a dispute it has with you after attempting to do so informally), we each agree to resolve those disputes through binding arbitration or in small claims court rather than in a court of general jurisdiction. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than a court does, and is subject to very limited review by courts. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted. While in some instances, upfront costs to file an arbitration claim may exceed similar costs to bring a case in court, for any non-frivolous claim that does not exceed $75,000, Company will pay all costs of the arbitration. Moreover, in arbitration you may recover attorney's fees from Bizee to the same extent or more as you would in court. The arbitrator shall apply the same limitations period that would apply in court.

Under certain circumstances (as explained below), Bizee will pay you more than the amount of the arbitrator's award and will pay your attorney (if any) his or her reasonable attorney's fees if the arbitrator awards you an amount greater than what Bizee offered you to settle the dispute.

You may speak with independent counsel before using this Site or completing any purchase.

Arbitration Agreement:

(a) Bizee and you agree to arbitrate all disputes and claims between us in small claims court or before a single arbitrator. The types of disputes and claims we agree to arbitrate are intended to be broadly interpreted. It applies, without limitation, to:

• claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory;

• claims that arose before these or any prior Terms (including, but not limited to, claims relating to advertising);

• claims that are currently the subject of purported class action litigation in which you are not a member of a certified class;

• and claims that may arise after the termination of these Terms.

  
  

For the purposes of this Arbitration Agreement, references to “Bizee,” "Company," "you," and "us" include our respective subsidiaries, affiliates, agents, employees, employers, business partners, shareholders, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products under these Terms or any prior agreements between us.

Notwithstanding the foregoing, either party may bring an individual action in small claims court, or, where the amount at issue is within the venue’s small claims court’s jurisdiction, either party may demand small claims court in lieu of arbitration upon receipt of a Notice of Dispute. This arbitration agreement does not preclude your bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Bizee are each waiving the right to a trial by jury or to participate in a class action. These Terms evidence a transaction or website use in interstate commerce, and thus the Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this provision. This arbitration provision will survive termination of these Terms.

(b) A party who intends to seek arbitration must first send, by U.S. certified mail, a written Notice of Dispute ("Notice") to the other party. A Notice to Company should be addressed to: Notice of Dispute, General Counsel, IncFile.com LLC, 17350 State Highway 249, Ste 220, Houston, TX 77064 (the "Notice Address"). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought ("Demand"). If Bizee and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Bizee may commence an arbitration proceeding or demand that the matter proceed in small claims court in lieu of arbitration, should the Demand be within the venue’s small claims jurisdiction. During an arbitration, the amount of any settlement offer made by Company or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Company is entitled.

(c ) Should neither party demand small claims court, after Bizee receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than $75,000. (Currently, the filing fee for consumer-initiated arbitrations is $200, but this is subject to change by the arbitration provider. If you are unable to pay this fee, Company will pay it directly after receiving a written request at the Notice Address.) Bizee will not reimburse you for arbitration fees should you commence arbitration after it submits a demand for small claims court in lieu of arbitration. The arbitration will be governed by the Consumer Arbitration Rules (the "AAA Rules") of the American Arbitration Association (the "AAA"), as modified by these Terms, for all claims under $75,000, and the applicable rules as determined by the AAA for all claims of or above $75,000, and will be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by these Terms. All issues are for the arbitrator to decide, except that issues relating to the scope, enforceability, and interpretation of the arbitration provision and the scope, enforceability, and interpretation of paragraph (f) are for the court to decide. Unless Bizee and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your contact address. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If you choose to proceed either in person or by telephone, we may choose to respond only by telephone or submission. If your claim exceeds $10,000, the AAA Rules will determine whether you have a right to a hearing. The parties agree that in any arbitration of a dispute or claim, neither party will rely for preclusive effect on any award or finding of fact or conclusion of law made in any other arbitration of any dispute or claim to which Company was a party. Except as otherwise provided for herein, Bizee will pay all AAA filing, administration, and arbitrator fees for any arbitration initiated in accordance with the notice requirements above. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules. In such case, you agree to reimburse Company for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. In addition, if you initiate an arbitration in which you seek relief valued at more than $75,000 (excluding attorney's fees and expenses), the payment of these fees will be governed by the AAA rules.

(d) For claims under $75,000 that proceed in arbitration, if, after finding in your favor in any respect on the merits of your claim, the arbitrator issues you an award that is greater than the value of Company's last written settlement offer made before an arbitrator was selected, then Company will:

• pay you either the amount of the award or $2,000 ("the alternative payment"), whichever is greater; 

• and pay your attorney, if any, the amount of attorney's fees, and reimburse any expenses (including expert witness fees and costs), that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration (the "attorney's payment").

If Bizee did not make a written offer to settle the dispute before an arbitrator was selected, you and your attorney will be entitled to receive the alternative payment and the attorney's fees, respectively, if the arbitrator awards you any relief on the merits. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees, expenses, and the alternative payment and the attorney's fees at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits. In assessing whether an award that includes attorney's fees or expenses is greater than the value of Company's last written settlement offer, the arbitrator shall include in his or her calculations only the value of any attorney’s fees or expenses you reasonably incurred in connection with the arbitration proceeding before Bizee’s settlement offer.

(e) The right to attorney's fees and expenses discussed in paragraph (d) supplements any right to attorney's fees and expenses you may have under applicable law. Thus, if you would be entitled to a larger amount under applicable law, this provision does not preclude an arbitrator from awarding you that amount. However, you may not recover duplicative awards of attorney's fees or costs. Although under some laws Company may have a right to an award of attorney's fees and expenses if it prevails in an arbitration proceeding, Company will not seek such an award for claims under $75,000.

(f) An arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITIES AND NOT AS PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR IN THE CAPACITY OF A PRIVATE ATTORNEY GENERAL. Further, unless both you and Bizee agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award any relief that a court could award that is individualized to the claimant and would not affect other customers. Neither you nor we may seek non-individualized relief that would affect other customers. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

(g) If the amount in dispute exceeds $75,000, or either party seeks any form of injunctive relief, either party may appeal the award to a three-arbitrator panel administered by AAA by a written notice of appeal within thirty (30) days from the date of entry of the written arbitration award. An award of injunctive relief shall be stayed during any such appeal. The members of the three-arbitrator panel will be selected according to AAA rules. The three-arbitrator panel will issue its decision within one hundred and twenty (120) days of the date of the appealing party's notice of appeal. The decision of the three-arbitrator panel shall be final and binding, subject to any right of judicial review that exists under the FAA.

(h) Notwithstanding any provision in the applicable Terms to the contrary, we agree that if we make any future change to this arbitration provision (other than a change to any notice address, website link or telephone number provided herein), that change will not apply to any dispute of which we had written notice on the effective date of the change. Moreover, if we seek to terminate this arbitration provision, any such termination will not be effective until at least thirty (30) days after written notice of such termination is provided, and shall not be effective as to disputes which arose prior to the date of termination.

General Provisions

Severability. If any provision of these Terms is found by a court of competent jurisdiction to be illegal, void, or unenforceable, the provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the parties with respect to the provisions within the context of the overall Terms. If a court finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms will not be affected.

Entire Agreement. These Terms constitute the entire, complete and exclusive agreement between you and us regarding the Services, and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms. You acknowledge that you have had the opportunity to review these Terms and our Privacy Policy with counsel of your choice.

No Informal Waivers, Agreements or Representations. Any failure to act with respect to a breach of these Terms by one party does not waive the other party’s right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Terms, no representations, statements, consents, waivers or other acts or omissions by either party or its affiliates shall be deemed legally binding unless expressly and specifically documented in a writing that refers to the Terms and states expressly the intent to modify or supplement the Terms.

Assignment and Delegation. You may not assign or delegate any rights or obligations under the Terms without the prior written permission of Bizee. Any purported assignment and delegation by you will be ineffective. We may freely assign or delegate some or all of our rights and obligations under the Terms and Privacy Policy, effective on sending a notice to you at the email address we have for you, or if we have no email address for you, by posting a notice of assignment on the Website.