This Terms of Use and Services Agreement (“Agreement”) is a contract between you and CTA Express, and any of our affiliates (“CTA”). This Agreement covers your use and access to the services, products, software, and websites (“Services”) provided by CTA. Whether capitalized or uncapitalized, in this Agreement, the terms “we” or “us” will reference CTA, and the terms “you” or “your” will reference you, any entities for which you hire us to provide Services, and any third parties which you may authorize to act on your behalf of the obligations, duties and expectations expressed in this Agreement.
Be sure that you carefully read and fully understand this Agreement. You may use the Services only if you agree to the terms of this Agreement. If you do not agree with any of the terms in this Agreement, or the terms contained in our Privacy Policy, then you should not use our Services.
Services and Relationship to You
We offer Beneficial Owner Information (“BOI”) reporting services, which includes, but is not limited to, BOI analysis and qualification, reporting and filing, and continued services and resources.
Certain Services are available on a recurring or subscription basis (“Subscription”). The term of any Subscription will begin as soon as your initial payment is processed and will continue for one year (“Term”). Unless we or you cancel, your Subscription will automatically renew, and you will be charged the entire annual cost of your Subscription, unless you give us written notice of your intention not to renew the Subscription at least thirty (30) days prior to the end of the Term.
Our Relationship to You
We are not attorneys or a law firm, accountants or an accounting firm. We do not provide any legal, tax, or financial advice. The use of our Services should not act as a substitute for such advice or recommendations, if needed. You should consult with your own legal, financial, and/or investment advisors where appropriate. Use of our Services does not create an attorney-client relationship between us nor does it create any fiduciary duties or obligations, either implied or express, by any agent, affiliate or employ of CTA. Nothing contained or implied in this Agreement creates a relationship of employer–employee between you and CTA nor does it create a joint venture, partnership, or similar relationship between you and CTA.
Consent to Electronic Communications
You consent and agree that communications between CTA and you may be and ordinarily will be made via electronic means, such as email or text message. This will be our primary means of communication with you. Communications sent via electronic means shall be treated as satisfying any legal requirement that a communication should be signed and in writing, to the extent permitted by applicable laws and regulations.
Privacy
Your use of the Services is subject to our Privacy Policy. We reserve the right to change the Privacy Policy at any time. If we make a material change to the Privacy Policy, we will post a notice on our website describing the change, or send you an electronic notification of the change.
Information We Collect to Provide Services
We will collect information on you and your business through various methods, including but not limited to online submission forms, questionnaires, and information request forms. Due to various federal and state requirements and statutes, we need timely, accurate and truthful information concerning the Services we perform on your behalf. You agree and warrant that you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of your information. You understand that we are relying upon information provided by you. You agree not to submit false, incorrect, incomplete, or improper information. Should you do so, we have the right to delete the information, suspend your account, and/or refuse all current or future use of our Services. You agree that the accuracy of our Services depends on the information you provide and you agree to promptly notify us when any of your information changes.
It is your responsibility to promptly provide all information that we require for the preparation and filing of your BOI report. We have the right, in our sole discretion, to terminate our Services if you fail to provide the requested information or do not respond to our requests in a timely manner. If you provide any of your information to us within less than 10 days of the reporting deadline, you understand and agree that we cannot guarantee that your report will be filed on time and you agree to hold us harmless and waive, release, and discharge any and all claims you may have against us as a result of this late filing.
Use of Third Party Systems
Our Services may be fulfilled or serviced in whole or in part by third parties under a contract between us and the third parties (“Third Party Servicers”). By agreeing to this Agreement and by using our Services, you acknowledge and agree to our use of Third Party Servicers for Services you may use or purchase, without prior notice to you. We reserve the right to change Third Party Servicers at any time without notice to you or your consent.
Conditions of Use
You must be 18 years or older to use the Services. You represent that you are 18 years or older. You are required to pay a fee for our Services. If your payments are processed using a third-party processor, such payments will be governed by the third-party payment processor’s terms of use and privacy policy.
By using the Services, you are authorizing all steps necessary to fulfill the Services, including the signing and filing of documents on your behalf, including with state and federal governmental entities.
Use of and access to our Services may require you to create or activate an online account with us or with one of our Third Party Servicers. You are responsible for all activities conducted under your account and are responsible for keeping confidential your account, password, username, and other sensitive information. Your must take security precautions with at least reasonable and prudent care. You must notify us immediately of any unauthorized use of the Services including use of your account, username, password, or any other security breach of which you are aware. We will have no liability to you for any unauthorized access to your account, username or password.
Intellectual Property Rights and Ownership/No Unlawful or Prohibited Use
We own all right, title and interest in and to the Services, copyrights, trade secrets, trademarks, and any other intellectual property rights pertaining to any aspect of the Services. Nothing in this Agreement can be construed as granting or conveying any such right, title and interest to you. If we provide you with a form, we are granting you a limited, personal, non-exclusive, non-transferable license to use the form for your internal business use. You agree that you will not use, copy, re-publish, reproduce, sell or redistribute any of our forms or other intellectual property, or omit or remove any copyright notice from any of our materials.
You agree that you will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Services or on our website.
Payments
We must receive payment from you prior to providing any Services that you order. In the event we invoice you for Services, payment is due and payable within thirty (30) days of the invoice date.
If you sign up for our Subscription, you authorize us to initiate recurring automated clearing house (ACH) debit entries or debit or credit card payments from the checking or savings account you specify, or to initiate recurring charges from your specified credit/debit card. If a payment method fails, we may suspend Services and require payment in order to reinstate the Services.
If you fail to pay any invoice amount or any amount you owe, we reserve our right to use legal action and collection agencies and you agree to pay all attorneys fees and costs we incur in collecting the amount from you.
You are responsible for all fees charged by your financial institution associated with your choice of payment option.
Refunds
Unless otherwise stated herein, all purchases are final and non-refundable. No refunds will be given for any charges or credits, unless otherwise agreed to in writing between you and us. We reserve the right to issue and/or prorate refunds or credits at our sole discretion unless otherwise required by law. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. Any federal or state filing fees are non-refundable.
Indemnification
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND HOLD US, OUR MEMBERS,OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL CLAIMS, PENALITIES, LOSSES, COSTS, LIABILITIES, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, SUFFERED OR INCURRED BY US, INCLUDING, WITHOUT LIMITATION, ANY CLAIM ARISING FROM:
Disclaimer of Warranties and Limitation of Liability
DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT ALLOWED BY LAW: YOUR USE OF OUR SERVICES ARE PROVIDED “AS-IS” WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
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.
Unforeseen Events
We will not be in violation of this Agreement if we are unable to provide the Services due to an act of God, natural disaster, casualty, accident, shortage of labor or materials, website interruption or computer system failure, act of government, law, rule, or regulation, act of terrorism, or similar type of event or occurrence beyond our control.
Dispute Resolution
In the event a dispute arises, which we are unable to resolve among ourselves, we each agree to participate in mediation in accordance with the mediation procedures of the American Arbitration Association’s Mediation Services. We each agree to share the costs of such mediation. If mediation fails to resolve the dispute, we each agree to resolve the dispute through binding arbitration. The arbitration will be governed by the American Arbitration Association. Judgment on the arbitrator’s award may be entered by any court of competent jurisdiction. You agree that any arbitration pursuant to this Agreement 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 actions. You further agree that class arbitrations, class actions and consolidation with other arbitrations will not be allowed.
Termination of Agreement
We may refuse to provide Services or enter into a relationship with anyone at any time. We may immediately terminate this Agreement and discontinue the Services if you fail to comply with any of these terms and conditions.
Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of Utah excluding that body of laws known as conflicts of law.
Attorney’s Fees
You agree that if any legal action is brought by or against us, the non-prevailing party shall pay to the prevailing party all costs and expenses incurred in connection with such action, including but not limited to, attorneys’ fees, courts costs and other expenses of litigation or collection proceedings.
Integration, Waiver, and Severability
This Agreement, and terms of our Privacy Policy, constitute the entire agreement between you and CTA and supersedes any and all other agreements between us. No delay in us exercising or any failure by us to enforce a provision of this Agreement or any right is not a waiver of our right to do at a later date. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.
Successors and Assigns
This Agreement is binding on your successors, assigns, heirs, legal representatives, and person representative.
Amendments
No amendment, change, or modification of this Agreement is valid unless in writing and signed by you and CTA.
No Third-Party Beneficiaries
Except as expressly provided for herein, there are no third-party beneficiaries of this Agreement.
We, at CTA Express understand the challenges small businesses face when it comes to compliance with government regulations, particularly under the Corporate Transparency Act (CTA). That’s why we’re here to streamline the process, ensuring that every small business can keep up with these requirements with utmost ease and confidence.
