Terms and Conditions
YOUR USE OF THIS WEBSITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS. Use of our Website includes accessing, browsing or registering to use our Website. Please read these terms and conditions carefully before you start to use our Website, as these terms and conditions will apply to your use of our Website. If you do not agree with any of these terms, please do not use this Website.
Essential Corporate Solutions, Inc. dba ECS Registered Agent and ECS-CPA (“ECS”) is a service company that provides services including but not limited to: incorporation, LLC formation, Registered Agent (Resident Agent) and other related business filing services (dissolutions, amendments, annual reports, etc.).
ECS uses the information provided either verbally, via email or on our online order forms to complete the information on the forms required by the state. ECS is not a law firm and neither ECS nor any of its employees provide legal services or legal advice. Furthermore, no representations or warranties, expressed or implied, are given regarding the legal or other consequences resulting from the use of our services or order forms.
Please read the following information carefully. You must agree to and understand every term and condition.
- Website License
- Limitations on Use
- Not Legal Advice
Nothing in the Website is intended to create an attorney-client relationship. The contents of this Website and any publications included in the Website should not be deemed legal advice, and you should not rely on any part of the Website as legal advice related to your particular circumstances. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website. Your use of the Website does not form an attorney-client relationship. The contents are provided for informational purposes only. The completeness, adequacy or accuracy of the Content is not warranted or guaranteed. Use of the information on the Website or materials linked from the Website is at your own risk.
Every business is unique and laws vary from state to state, it is impossible for ECS to guarantee that the options selected by you are the best or even legal for your particular situation, which can vary depending on multiple outside factors. You acknowledge that ECS does not know your financial or tax situation and did not provide you with any legal advice on whether to file or form a C or S corporation, LLC or DBA. You are hereby advised to consult your own consultant or attorney regarding these matters.
(i) FORMATION: You acknowledge that unless informed otherwise, we will assume a fiscal year end for your company of December 31. All LLC’s will be filed with a “perpetual” existence or “maximum allowable years” unless informed otherwise. Unless specified on your order, we will assume you request “, Inc.” as your corporate ending for corporations and “, LLC” as the ending for an LLC. You also agree to provide a conformed copy executed by you for any matter for which an electronic signature has been attached.
Further, you acknowledge that after your business has been incorporated, or your LLC has been formed, it is your responsibility to make sure that the corporation/LLC complies with all state, local and federal laws (and international laws if applicable).
ECS will check your requested name(s) in the state of filing only and not against existing Federal or local trademarks or trade names. You acknowledge that though your company name may be available in one state, it may not be available in another and YOU are solely responsible for any liability arising from the use of such requested name.
(ii) POST-FORMATION: ECS performs filings for existing companies that may change, modify or close a business entity. You acknowledge that making changes to or closing an existing business entity may have legal and or other tax consequences and that you are fully responsible for meeting these requirements. You acknowledge that any filing you make to change, close or otherwise submit information on your existing business entity has been approved by all company stakeholders and that ECS did not offer any legal advice as to which filing would be best for your situation.
(iii) PROCESSING TIME: You acknowledge that although we provide estimates as to the amount of time it will take to process your order, there is no guarantee as to the length of time each State will take to process a filing, nor can we predict the State’s workload, seasonal increase in demand, the time the Post Office or Courier Service will take to send a document or any other time estimate. Therefore you agree that there ECS is not responsible for any delays in processing whether foreseeable or not.
(iv) DELIVERY TIME: You acknowledges that you can select the method of shipping of their completed order of either 1st Class Mail (US Postal Service) or Federal Express (Ground or Overnight). Client acknowledges that only Federal Express orders can be tracked and though
(v) REGISTERED AGENT SERVICE: If you order our Registered Agent Service and or file any corporate document that list the Registered Agent, listing ECS as the Registered Agent, you must use the correct company name and address (which may vary by state). The correct name and address will be provided to the client after a paid order is received. If a document is not filed by ECS, it is the client’s responsibility to make sure the correct name and address are entered on the documents filed. Currently, this service is only available for the State of California through ECS. For all other States, ECS will be happy to refer a Registered Agent if one is needed. If ECS secures and pays for out-of-state registered agent services on your behalf, you will be billed the out-of-state Registered Agent’s fee plus a $15 additional fee to ECS.
You acknowledge that our Registered Agent Service will deliver documents to the address and email address provided by you. It is your responsibility to ensure that we have the correct address and email address on file at all times. For international addresses, documents will be forwarded via email unless a physical signature is required – otherwise documents will be sent via Express Mail International from the United States Postal Service.
(vi) DISCONTINUING REGISTERED AGENT SERVICE: You acknowledge that if you no longer wish to utilize ECS’s Registered Agent Service in any jurisdiction, you must:
- Assign another Registered Agent in said jurisdiction including paying all fees related to changing the agent including appointment and/or resignation fees.
- Notify ECS at [email protected] that you have properly changed Registered Agents before the next renewal due date by sending proof of the change (copy of the filing, state receipt, scan, etc.) via fax, email, postal mail or courier.
You acknowledge that if you discontinue business operations, voluntarily or not, you must:
- Properly dissolve, cancel, withdraw or otherwise properly terminate the entity. Note that “Administration Dissolution” or any other type of dissolution that is initiated by the state for failing to comply with their maintenance requirements is NOT considered a proper dissolution as ECS will still be listed as the responsible Registered Agent. A proper dissolution is initiated by the company and includes paying all fees and filing all required forms.
- Notify ECS at [email protected] that you have properly discontinued business operations by the renewal due date by sending proof of the change (copy of the filing, state receipt, scan, etc.) via fax, email, postal mail or courier.
If these conditions are not satisfied by the next renewal due date you will be responsible for the annual fee and not subject to pro-rated calculation. If payment is not received within 30 days after the due date, ECS reserves the right to send the account to collections and/or resign as the Registered Agent as well as hold any documents for forwarding to the client until the account is paid in full.
- Intellectual Property Rights and Uploading to our Web Site
- Linking to the Web Site
You may provide links to this website provided you do so in a fair and legal way. You may not remove or obscure, by framing, mirroring or otherwise, any portion of the Website. You will discontinue providing links to the Website if requested by ECS. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our homepage in any website that is not owned by you. We reserve the right to withdraw linking permission without notice.
Certain sections of the Website require you to register. If registration is requested, you agree to provide ECS with accurate, complete registration information. It is your responsibility to inform ECS of any changes to that information. Each registration is for a single person or entity only, unless specifically designated otherwise on the registration page. ECS does not permit any other person or entity using the sections under your name or access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use and for protecting the security of your username and password. We have the right to disable any username or password at any time if in our reasonable opinion you have failed to comply with any of the provisions of these terms and conditions. If you know or suspect that anyone other than you knows your username or password, you must promptly notify us at [email protected] You acknowledge that by submitting an order to ECS either via web, phone or email that you are allowing us to sign paperwork, electronically or otherwise, on your behalf as an “authorized representative”. You also authorize ECS to affix or transmit your electronic signature and/or data to documents, where applicable. ECS, at its discretion, reserves the right to refuse service to anyone for any reason. You acknowledge that ECS will not be liable for any damages or loss from our right to refuse service.
7. Payments & Billing
(i) RESPONSIBLE PARTY FOR BILLING: Whoever creates an account and submits an order (or acknowledges a phone order by accepting our Terms and Conditions via email) is the responsible party for billing and payment for that account. If the account becomes delinquent or the responsible party for billing cannot be reached, the entity officers, directors, partners, and/or members will assume responsibility. To change the responsible party for billing, the account owner must assign a new account owner whom must accept our Terms and Conditions and agree to become the responsible party for billing.
(ii) CANCELLED ORDERS: If an order is cancelled after payment has been taken by ECS but before the orders has been processed and submitted for filing, ECS will refund the total order amount. Orders cannot be cancelled after they have been shipped to the state or county filing office for processing.
(iii) ORDERS NOT RECEIVED: You have 15 days after we ship a completed order to notify us at [email protected] if you have not received your completed order via your chosen shipping method. If reported within that 15 day window, ECS will replace the order at our cost. If reported after such 15 days you will be responsible for any fees related to replacing the lost formation documents. If you requested Federal Express shipping and the package can be tracked as “delivered”, for purposes of this Agreement such package will be deemed delivered.
(iv) RETURNS AND REFUNDS: Any and all fees paid to the Secretary of State or local correspondents cannot be refunded under any circumstances. If an entity is deficiently formed and/or an error is made on the part of ECS, ECS will undertake reasonable efforts to resolve and amend any necessary documentation, or will refund the fees paid to ECS (and possibly to the applicable state entity) at the sole discretion of ECS.
(v) RETURNED CHECKS AND CHARGEBACKS: A $35 dollar fee will be added to all checks returned to ECS due to non-sufficient funds or closed accounts plus any and all other collections fees or cost incurred by ECS. In addition, a bank service fee will be charged on these checks. All chargeback attempts on a credit card you have utilized for our services will be sent to collections with a $50 dollar fee. A chargeback is when you contact your financial institution or bank with the intent of canceling a service without first contacting us. Per your cardholder agreement with your credit card company, you are to dispute charges with the merchant first. ECS will never improperly decline a refund request. If a chargeback is made, ECS may consider the order fraudulent and take action to dissolve any entity that we have formed due to a fraudulent order including cancelling any related services like Registered Agent, etc.
(vi) RENEWALS (“RECURRING FEES”): Some products or services are billed on a recurring basis (renewals) indicated on the specific order form and your electronic invoice. ECS will automatically bill you for these services provided you do not cancel them before the due date. Email notices will be sent approximately 60 and 30 days (a total of 2 notices) to the email address we have on file BEFORE charging your card. This gives you time to cancel the service either online through the “My Account” section of our website or via phone or email sent to ECS. If the renewal is provided by a 3rd party then they will invoice you separately via US postal mail before the renewal is due.
By providing payment information to ECS you agree and consent to these renewals. Also, it is your responsibility to make sure that the email address and payment method we have on file has the most currently updated information including account number.
(vii) REGISTERED AGENT FEES – ECS/CA: When ECS is hired as a California Corporate Registered Agent, the initial and annual fee is $75. This fee does not cover other fees which may be incurred, such as Annual or Biennial Statement of Information fees, Fed Ex delivery fees (if applicable), etc. Additional fees incurred will be billed in addition to the Annual Registered Agent Fee of $75.
(viii) REGISTERED AGENT REFUNDS: For payment of 1 year of service, you have 30 days to cancel the Registered Agent Service through ECS (California) to receive a full refund for that year paid. Cancellations and requests for refunds must be in writing. After 30 days and up to 90 days, a cancellation and refund may be requested, and the refund amount will be prorated. After 90 days, the Registered Agent Service may be cancelled, but a refund will not be granted. Out of pocket fees incurred by ECS (such as Annual or Biennial report filings and shipping costs) are not refundable at any time. Multi-year orders are non-refundable, not even on a prorated basis.
- Errors and Corrections
ECS does not represent or warrant that the Website is error free or free of viruses or other harmful components, or that defects will be remedied. ECS does not warrant or represent that the information available on or through the Website will be correct, accurate, timely or otherwise reliable. ECS may make improvements and/or changes to features, functionality or Content on the Website at any time. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or due to your downloading of any content from it, or on any website linked to it. You are responsible for configuring your information technology, computer programs and platform in order to access our Website. You should use your own virus protection software. You must not misuse our Website by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of-service attack.
- Third-Party Content
Third-party content may appear on the Website or may be accessible via links from the Website. You acknowledge that ECS is providing these links or third-party content to you only as a convenience, and you agree that ECS has no liability, obligation or responsibility for any correspondence, purchase or promotion between you and any third party with a link on the Website, or for any content or links displayed on such sites to which you may be linked. ECS is not responsible for and assumes no liability for any mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content contained in any third-party content appearing on the Website. You understand that the information and opinions in the third-party content are neither endorsed by nor do they reflect the opinions or beliefs of ECS.
Your use of the Website is at your own risk. The Website may include inaccuracies or errors that may affect the quality of the content on the Website. ECS does not warrant the accuracy or timeliness of the content and has no liability for any errors or omissions in the content, whether provided by ECS or by a third party.
We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. Access to our Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our Website without notice. We will not be liable to you if for any reason our Website is unavailable at any time or for any period.
THE WEBSITE IS PROVIDED ON AN “AS IS” AND “WHERE IS” BASIS, WITHOUT ANY WARRANTY. ECS MAKES NO REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE WEBSITE, INCLUDING BUT NOT LIMITED TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT, INFORMATION, PRODUCT OR SERVICE CONTAINED ON THE WEBSITE, AND EXPRESSLY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. ECS DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND WHETHER IN CONTRACT, TORT, BREACH OF STATUTORY DUTY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING FROM OR CONNECTED WITH THE WEBSITE, INCLUDING BUT NOT LIMITED TO YOUR USE OF THE WEBSITE OR YOUR INABILITY TO USE THE WEBSITE, EVEN IF ECS HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE. ECS WILL NOT BE LIABLE FOR LOSS OF PROFITS, SALES, BUSINESS OR REVENUE; BUSINESS INTERRUPTION; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION; OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE RESULTING FROM YOUR USE OF THE WEBSITE.
Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
- Limitation on Liability
ECS SHALL NOT BE LIABLE FOR ANY INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE WEBSITE. ECS SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING ATTORNEY FEES, IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OR INABILITY TO USE THE WEBSITE OR THE CONTENT.
However, should ECS be found liable for damages, ECS’s liability is limited only to amounts paid to ECS. Nothing in these terms and conditions excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
- Unlawful Activity
- Remedies for Violations
- Governing Law and Jurisdictions
- Local Laws, Export Control
ECS controls and operates the Website from within the United States and makes no representation that the content, services or information is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on this Website are solely directed to individuals, companies or other entities located in the United States. If you use this Website from outside the United States, you are entirely responsible for compliance with applicable local laws, including but not limited to export and import regulations.
- Severability of Provisions
What Personal Information About Customers Does Company Gather?
- Information You Give Us: We receive and store any information you enter on our Website or give us in any other way. You can choose not to provide certain information, but then you might not be able to take advantage of many of our features. We use the information that you provide for rendering the services we provide through the Website.
- Automatic Information: We receive and store certain types of information whenever you interact with us. For example, like many web sites, we use “cookies,” and we obtain certain types of information when your web browser accesses our Website.
- E-mail Communications: To help us make e-mails more useful, we often receive a confirmation when you open e-mail from us if your computer supports such capabilities. If you do not want to receive e-mail or other mail from us, please contact us at [email protected]
- Information from Other Sources: We might receive information about you from other sources and add it to our account information.
What about Cookies?
- Cookies are unique identifiers that we transfer to your device to enable our systems to recognize your device and to provide features, personalized advertisements on other web sites, and storage of User’s activities on the Site between visits.
- The Help feature on most browsers will tell you how to prevent your browser from accepting new cookies, how to have the browser notify you when you receive a new cookie, or how to disable cookies altogether. Additionally, you can disable or delete similar data used by browser add-ons, such as Flash cookies, by changing the add-on’s settings or visiting the Web site of its manufacturer.
Does Company Share the Information It Receives?
Information about our customers is an important part of our business, and we are not in the business of selling it to others. We share customer information only as described below and with subsidiaries we control, that either are subject to this Privacy Notice or follow practices at least as protective as those described in this Privacy Notice.
- Affiliated Businesses We Do Not Control: We work closely with affiliated businesses and we share customer information related to those transactions with that third party only as needed.
- Third-Party Service Providers: We employ other companies and individuals to perform functions on our behalf. Examples include Contractors completing Tasks and fulfilling orders, analyzing data, providing assistance, providing search results and links, processing credit card payments, and providing customer service. They have access to personal information needed to perform their functions, but may not use it for other purposes.
- Protection of Company and Others: We release account and other personal information when we believe release is appropriate to comply with the law; enforce or apply our Terms and Conditions and other agreements; or protect the rights, property, or safety of Company, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction. Obviously, however, this does not include selling, renting, sharing, or otherwise disclosing personally identifiable information from customers for commercial purposes in violation of the commitments set forth in this Privacy Notice.
- With Your Consent: Other than as set out above, you will receive notice when information about you might go to third parties, and you will have an opportunity to choose not to share the information.
How Secure Is Information About Me?
- We work to protect the security of your information during transmission by using Secure Sockets Layer (SSL) software, which encrypts information you input.
- We reveal only the last four digits of your credit card numbers when confirming an order. Of course, we transmit the entire credit card number to the appropriate credit card company during order processing.
- It is important for you to protect against unauthorized access to your password and to your computer. Be sure to sign off when finished using a shared computer.
Which Information Can I Access?
Company gives you access to a broad range of information about your account and your interactions with Company for the limited purpose of viewing and, in certain cases, updating that information.
What Choices Do I Have?
- As discussed above, you can always choose not to provide information, even though it might be needed to make a purchase or to take advantage of such services we provide.