TERMS OF SERVICE
By using the services of BOI Filing, LLC (“Company”) or accessing its website, you, the Client and/or Reporting Company (herein after “Client”) agrees to be bound by the Terms set forth herein.
In consideration of BOI Entity Reporting, LLC drafting and filing the documents need to report the Client’s Beneficial Ownership Information (“BOI”) to the Financial Crimes Enforcement Network (“FinCEN”), or other service(s) provided by the Company to the Client (together the “Parties”), the Parties agree as follows (“Agreement”):
A. Given the nature of the filing and that the actual damages are uncertain and difficult to ascertain or are of a purely speculative nature to accurately determine the damages which the Client may suffer by the failure of the Company to perform, the Parties agree that upon any breach by the Company such sum specified below will be ample consideration for the breach.
The Company hereby limits any liability for damages of the Client as follows:
Limitation of Damages. ANY LIABILITY OF THE COMPANY, ITS EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, PRODUCT LIABILITY CLAIMS, FAILURE OF ESSENTIAL PURPOSE, OR ANY LOST PROFITS, SAVINGS, OR REVENUE OF ANY KIND, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS OR ACTIONS ARISING FROM OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT OF FEES OF PAID FOR EACH COMPANY REPORT PAID BY CLIENT AND CLAIMED TO HAVE INCURRED DAMAGE OR THE RETURN OF THE AMOUNT CLIENT PAID COMPANY FOR ANY OTHER SERVICE RENDERED.
B. Client understands and agrees that any claim of any defective filing of whatever kind shall be made in writing and reported to the Company within ten business days of discovery. Client understands and agrees that any failure to notify the Company as stated above shall constitute a waiver of any and all claims for said failure. Furthermore, any legal action must be brought within one (1) year from the date of the inspection or will be deemed waived and forever barred.
C. Client agrees that Company is authorized to file the BOIR on behalf of the Client, and its Beneficial Owners, Company Applicant(s), or others as defined by the FinCEN, to the FinCEN, or any other state or federal agency as requested or needed.
D. Client and Company agree to conduct transactions by electronic means pursuant to Act 305 0f 2000, being MCL 450.831 to 450.849.
E. The Client agrees that while the Company may file a report on behalf of a Client as the Client’s Agent, the Client acknowledges it is ultimately responsible for the filing, failure to file, or for not timely filing of any and all reports required by law or any rules interpreting those laws. The same is true of the certification. The Client is required to make and is ultimately responsible for the certification, the Client is authorizing the Company to file the report as an Agent of the Client and is certifying solely on the Client’s behalf.
F. By using our services or accessing our website, the Client agrees to be bound by the Terms set forth herein.
G. The Company does not provide legal, tax, or financial advice. The Company is not legally licensed to practice law. The information provided by the Company or on any website associated with the Company is for general purposes only and does not constitute legal advice. If you need legal information or advice, please contact a lawyer or law firm licensed to practice in your state.
I. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan without reference to its conflicts of laws principles. Any disputes arising from or related to the subject matter of this Agreement shall be heard in a court of appropriate jurisdiction of the Company’s principal office and the parties hereby consent to the personal jurisdiction and venue of these courts. If any provisions of this Agreement or its applications is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provisions and applications herein shall not in any way be affected or impaired.
J. Entire Agreement. This Agreement represents the entire agreement of the Parties and may only be modified by signature by both Parties hereto.