IMPORTANT! BY USING THIS WEBSITE YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS OF SERVICE. DO NOT USE THIS WEBSITE IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE.
These Terms and Conditions (Terms and Conditions and/or Services Agreement and/or Agreement) govern Your (User or You) use of newbusinessfiling.org (Website), owned and operated by New Business Filing, LLC (Company), and Your purchase(s) from Company, of services and support (Services). It contains very important information about Your rights and obligations as well as limitations and exclusions that apply to You.
By placing an order with Company, You acknowledge that You have read, accepted and agreed to be bound by these Terms and Conditions and to comply with all applicable laws and regulations including U.S. export and re-export control laws and regulations. These Terms and Conditions apply unless You have signed a separate services agreement with Company.
You acknowledge by use of this Website that You agree to be bound by and to follow these Terms and Conditions. These Terms and Conditions are subject to change by the Company at any time in its discretion. Your use of the Website after such changes are implemented constitutes Your acceptance of the changes. Please consult these terms and conditions regularly. These Terms and Conditions were last
updated: August 1, 2019.
User has a nonexclusive, nontransferable, limited, and revocable right to use the Website solely for personal use. User will not use the Website for any other purpose without the Company’s express prior written consent. For example, User will not, and will not authorize any other person to, (i) Co-brand the Website or portion thereof, or (ii) frame the Website or portion thereof (whereby the Website or portion thereof will appear on the same screen with a portion of another website). “Co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner reasonably likely to give a User the impression that such other party has the right to display, publish, or distribute the Website or content accessible within the Website (Content). User agrees to cooperate with the Company in causing any unauthorized Co-branding, framing or linking to immediately cease.
User acknowledges and agrees that the content accessible within the Website is the proprietary information of the Company and its content providers, and the Company and its content providers retain all right, title, and interest in the Content. Accordingly, User will not reproduce, transmit, publish or distribute such Content to any third party without the express written consent of the Company or the applicable content provider except that User may print out a copy of Content solely for User’s personal use. In doing so, User will not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content.
User may not copy, download, store, publish, transmit, transfer, sell, sublicense or otherwise use
newbusinessfiling.org, or any portion thereof, in any form, except as expressly permitted by this Agreement or, as allowed under the fair use provision of the Copyright Act, if not otherwise expressly
prohibited by this Agreement.
User will have access to a variety of sources of content through the Internet. The Company has made no effort to verify the accuracy or suitability of any information contained in any such sources.
Accordingly, the Company will have no liability or responsibility whatsoever for any content contained within any such sources. User accesses, uses, and relies upon such content at User’s own risk.
User understands that, except for information, products or services clearly identified as being supplied by the Company, the Company does not operate, control or endorse any information, products or services on the Internet in any way. The Company does not assume any responsibility or risk for User’s use of the Internet.
The Company expressly disclaims any and all warranties with respect to any Content accessible within or through the Website, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement.
User understands that, except for information or services clearly identified as being supplied by
newbusinessfiling.org, that newbusinessfiling.org does not operate, control or endorse any information, products or services on the Internet in any way. User further acknowledges that the information requested from and submitted by User is for the sole purpose of providing User the services identified in the Website. As part of providing these services, Company will transmit information supplied by User to third-party State or Federal government entities as necessary for purposes of creation, registration, and/or compliance of business entities and tax compliance.
The Website, newbusinessfiling.org, is provided “AS IS” without express or implied warranty of
Scope of Services Provided; No Attorney-Client Relationship.
New Business Filing, LLC, is a filing service that offers its users self-help services at the specific direction of the user. New Business Filing, LLC, is a privately owned entity and not affiliated with, or endorsed by any government agency.
Website Content may contain general information pertaining to the start up of a new business, registration of a new business, or request for an employer identification number or other services or products. All Content is for informational purposes only, does not constitute legal advice, and is not a substitute for legal counsel.
User acknowledges that forms provided and any instructions provided in connection therewith are general in nature and not customized to User’s specific situation.
User acknowledges that New Business Filing, LLC, is not a law firm and by law may not provide legal advice or other services provided by an attorney at law. User further acknowledges that Company, cannot and will not provide legal advice, make recommendations concerning legal matters, aid in selection of forms or providing answers or information on said forms, or render a legal opinion on any subject. The use of newbusinessfiling.org, or the purchase of services from Company, does not create an attorney-client relationship. Further, no attorney-client privilege shall exist in any communications between User and Company. The use of any services offered by Company, is at the direction of User and User retains the sole responsibility to provide all necessary information as determined by User. The form selected, items ordered and information provided by User are done so at the User’s sole discretion and User bears responsibility for said selections. Should a User wish to change the chosen structure, items selected or information provided, Company shall make reasonable efforts to accommodate, but Company will not be held responsible for changes made after processing has begun.
If User requires answers to a specific legal question, or if User is unsure about the legal result or effect of utilizing any service provided by New Business Filing, LLC, User is encouraged to consult a licensed attorney at law.
You agree by use of this Website and/or use of the services provided by New Business Filing, LLC, that You are at least eighteen years of age and are legally capable of entering into a contract. If You elect to utilize the services provided by New Business Filing, LLC, You agree to provide accurate, truthful and complete information about Yourself and any entity for whom You are acting as an agent.
You further agree that You are authorized to act as an agent for any entity on whose behalf You are engaging New Business Filing, LLC, to provide services. You also agree You will not access or use newbusinessfiling.org under the name of another individual. You further agrees that any person named as a member, officer, or registered agent of any entity for which User requests registration, has consented to such appointment.
You further acknowledge that by use of this Website and/or use of the services provided by New Business Filing, LLC, You are causing certain documents to be generated and filed with a Federal or State government agency or office. You further acknowledge that the filing of these documents has a legal effect of creating rights and responsibilities applicable to You and and/or any entity You may form or otherwise act on behalf of.
By authorizing New Business Filing, LLC, to generate and file certain documents with the a given state agency, IRS or local jurisdictional agency, You are causing such document to be delivered to the that agency for filing, which action shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of state law, the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State or other agency, whether or not such individual is named in the document as one who has caused it to be delivered.
Actions Authorized by User
You authorize New Business Filing, LLC, and its agents to act as an authorized agent, organizer, or
incorporator on behalf of You, any entity represented by You, and any other members, officers, shareholders, or other persons having an interest in the entity, to use the information provided by You to compile the documents requested and submit them for filing, electronically or otherwise, to the secretary of state’s office, county office, and/or any other agency or third party necessary to fulfill Your request for services. You further authorize New Business Filing, LLC, to pay any fee required by the applicable government agency or office to file the requested documents.
Responsibilities of User
You further agree that by use of this Website and/or use of the services provided by New Business Filing, LLC, You are causing a document or documents to be generated and filed with a government agency or office. You further acknowledge that the filing of such document or documents will result in certain legal ramifications, responsibilities, or duties, which may effect You or the entity for which You are acting as an agent.
You agree that You and/or any entity You may form or otherwise act on behalf of, shall bear all responsibility for future compliance with all requirements of any applicable government agency, office, or department, including, but not limited to, statements of continued existence or other informational reports, Federal, State, and local tax reports or filings, and any other reporting or filing requirements.
New Business Filing, LLC, shall not have any responsibility for future compliance with any reporting or filing requirements of any government agency, nor communicating to You, and/or any entity You may form or otherwise act on behalf of, the existence of any such reporting or filing requirements, or time requirements therefor.
New Business Filing, LLC, its Licensors, service providers, content providers, employees, agents, officers, and directors, shall have no liability whatsoever arising from any failure on the part of You, and/or any entity You may form or otherwise act on behalf of, to file any required statements of continued existence or other informational reports, Federal, State, and local tax reports or filings, and any other reporting or filing requirements, or to otherwise comply with the requirements of any government entity, including, but not limited to, late fees, penalties, interest, cancellation or loss of corporate or business existence, civil or criminal liability, and any incidental, indirect, consequential, or special damages, including loss of revenue or income, loss of good will or business reputation, additional labor costs, lost time or other economic loss, pain and suffering, emotional distress or similar
damages, or punitive damages, even if the Company has been advised of the possibility of such damages.
Price and Payment Terms.
Your total price for Products and Services will be stated on Your purchase receipt. Terms of payment are within the sole discretion of New Business Filing, LLC, and, unless otherwise agreed to by New Business Filing, LLC, payment must be received by New Business Filing, LLC, prior to acceptance of an order. Payment for the products and services and support must be made by credit card, debit card, or some other prearranged payment method, unless credit terms have been agreed to by New Business Filing, LLC. Orders are not binding upon New Business Filing, LLC, until accepted by New Business Filing, LLC, and New Business Filing, LLC, reserves the right to decline the acceptance of any order, including but without limitation, in the event the price of the Products or Services is a mistake. Any price quotations given by New Business Filing, LLC, will be valid for the period stated on the quotation. Prices advertised do not include any applicable sales taxes, which will be added to the price
You pay, unless You provide New Business Filing, LLC, with a valid and correct tax exemption certificate.
New Business Filing, LLC, begins processing Your order immediately after submission. A refund may be requested within one business day of purchase. Should You choose to cancel Your order within one business day, You will be charged a $20.00 refund processing fee or 10% of the total charge, whichever is lesser. The balance of payment will be refunded. No refunds will be given after the earlier of (a.) the expiration of one business day; or (b.) such time that processing of the order has begun, regardless of whether processing is complete. No refunds will be given due to delays occurring beyond the control of New Business Filing, LLC. Such delays include any delays in processing by the applicable government office or agency. No refunds will be issued due to denial of registration of a business entity or an application for EIN due to reasons beyond the control of New Business Filing, LLC.
No refunds will be issued for a change in choice of business structure or change of items ordered after processing of those orders has begun.
No refunds will be issued due to incomplete processing by New Business Filing, LLC, which results from User’s failure to respond to requests for additional information that may be needed to complete the assignment.
Standards and Limitations of Expedited Service
Attempts to contact the User will be made by Company within the chosen time frame. Company is not responsible for agency site issues or outages, inaccurate information provided by user, or inability to contact user regarding any issues arising with filing. The state and IRS may require manual filing which may cause delays outside the control of Company. Any attempt to contact applicant within expedited time frame will constitute the fulfillment of any expedited option. In the event Company performs any part of an expedited filing before an applicant contacts Company to cancel, or attempts to contact applicant in required time frame, expedite fees and any state filing fees will not be refunded. Same day expedites must be received by Company before 1PM (User local time) or will be processed the next business day. One hour processing must be received by Company before 3PM (User local time) or will be processed the next business hour.
Assumption of Risk.
You assume all risk, responsibility, and liability which arises from the use of this Website and the services of New Business Filing, LLC. New Business Filing, LLC, its Licensors, service providers, content providers, employees, agents, officers, and directors, shall have no liability whatsoever arising from Your creation, registration, or operation of any business entity, or You obtaining an Employer
Identification Number, for any incidental, indirect, consequential, or special damages, including loss of revenue or income, loss of good will or business reputation, additional labor costs, lost time or other economic loss, pain and suffering, emotional distress or similar damages, or punitive damages, even if the Company has been advised of the possibility of such damages. Said limitation of liability shall include, but not be limited to, to any damages resulting from submission of incorrect information to any government office or agency by You, any obligation imposed by law upon You or any business entity created by or represented by You as an agent, any any liability that arises from the normal operation of a business entity created or represented by You.
New Business Filing, LLC, does not review information supplied by You for appropriateness, legal sufficiency, or legal conclusions. If You are in doubt about the legal effect of submitting a registration application, the appropriate information to be reported in said application, or the accuracy of said information, You should seek the counsel of a licensed attorney.
This warranty gives You specific legal rights. You may also have other rights that vary from state to state. New Business Filing, LLC, makes no express warranties except those stated in this section. Any such warranties will be effective, and New Business Filing, LLC, will be obligated to honor any such warranties, only upon receipt of payment in full for the item to be warranted.
Company disclaims all other warranties, express or implied, including, without limitation, warranties of quiet enjoyment and non-infringement, merchantability and implied warranties of merchantability, and fitness for a particular purpose. New Business Filing, LLC, reserves the right to modify its warranty at any time, in its sole discretion.
Some states limit or disallow certain disclaimers of warranties, so certain portions or all of the above disclaimers may not apply to You.
New Business Filing, LLC, warrants only that the information You provide for purposes of business and/or tax registration will be accurately transmitted to the the appropriate government agency. New Business Filing, LLC, does not review Your information for appropriateness or sufficiency.
Limitation of Liability.
New Business Filing, LLC, its Licensors, service providers, content providers, employees, agents, officers, and directors, shall have no liability whatsoever beyond the remedies set forth herein, for any incidental, indirect, consequential, or special damages, including loss of revenue or income, loss of good will or business reputation, additional labor costs, lost time or other economic loss, pain and suffering, emotional distress or similar damages, or punitive damages, even if the Company has been advised of the possibility of such damages. This limitation of liability applies to use of the Website and any services You purchase under this agreement.
In no event will the collective liability of New Business Filing, LLC, and its Licensors, service providers, content providers, employees, agents, officers and directors to any party (regardless of the form of action, whether in contract, tort or otherwise) exceed the amount User has paid to the Company for the applicable Content or service out of which liability arose. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.
No action, regardless of form, arising out of any claimed breach of these Terms and Conditions or transactions under these Terms and Conditions, shall be commenced by either party more than one year after the cause of action accrues.
User will indemnify and hold the Company, its Licensors, content providers, service providers, and contractors (Indemnified Parties) harmless from and against any claims brought by third parties arising out of User’s use of the Content accessed from the Website or services provided by New Business Filing, LLC. User will further indemnify and hold the Indemnified Parties harmless from any breach of these Terms and Conditions by User, including any use of Content or services other than as expressly authorized in these Terms and Conditions. User agrees that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and agrees to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith.
New Business Filing, LLC provides support for Users seeking to utilize its services. If You cannot find answers online, You can call customer support at (888) 701-6450. Call volume can vary dramatically and affect Your ability to reach New Business Filing, LLC, customer support and/or the time You may be required to wait to speak to a service representative.
New Business Filing, LLC, shall not be in default by reason of any failure in performance pursuant to these Terms and Conditions and/or Services Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, default by subcontractors or suppliers, acts of God or of the public enemy, terrorism, U.S. or foreign governmental acts in either a sovereign or contractual capacity, labor, fire, flood, epidemic, restrictions, strikes, freight embargoes, and/or banking and financial institution interruption.
Refusal of Service
New Business Filing, LLC, shall be the sole arbiter of what constitutes a violation of these Terms and
Conditions and Services Agreement. New Business Filing, LLC, reserves the right to terminate any account at any time and for any reason it may deem necessary. New Business Filing, LLC, further reserves the right to refuse or terminate its services at our sole discretion.
Copyright and Trademark
All content on this website is the exclusive property of New Business Filing, LLC. Said content includes text, graphics, images, audio and video clips, logos, software, and code, as applicable. This content is protected by United States and international copyright laws and New Business Filing, LLC, reserves all rights contained therein. In case of dispute or infringement, New Business Filing, LLC, will rigorously defend its rights in this material.
newbusinessfiling.org and other marks indicated on our site are trademarks owned exclusively by New Business Filing, LLC. The commercial use of these trademarks and trade dress for any other purpose is strictly prohibited without the written consent of New Business Filing, LLC.
The headings of Sections of this Agreement are for ease of reference only and shall not be admissible in any action to alter, modify or interpret the contents of any Section hereof.
If any Section or provision of this Agreement be held illegal, unenforceable or in conflict with any law by a court of competent jurisdiction or arbitral tribunal, such Section or provision of this Agreement shall be deemed severed from this Agreement and the validity of the remainder of this Agreement shall not be affected thereby.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made and to be enforced wholly within such state.
Submission to Jurisdiction.
The parties to this Agreement (You and New Business Filing, LLC) each specifically consent to jurisdiction in State of Ohio in connection with any dispute between the parties arising out of this Agreement or pertaining to the subject matter hereof.
The parties to this Agreement (You and New Business Filing, LLC) each agree that venue for any dispute between the parties arising out of this Agreement or pertaining to the subject matter hereof may be had in the District Court for the Southern District of Ohio or in the state courts of Ohio sitting in Montgomery County, Ohio.
Should any dispute arise between You and New Business Filing, LLC (collectively “Parties”), the Parties shall refer such dispute to arbitration. The duty and right to arbitrate will extend to any employee, officer, director, shareholder, agent, representative, parent or affiliate of the Parties. The
arbitration shall be conducted by a single arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association, provided that the arbitrator is an attorney familiar with electronic commerce transactional matters. The decision and award of the arbitrator shall be final and binding, and the award so rendered may be entered in any court having jurisdiction thereof.
The arbitration shall be held in Dayton, Ohio, or in a mutually agreed convenient place, and the award shall be deemed to be made in Ohio. The arbitrator must enforce the applicable Terms and Conditions of Service, including the limitations and exclusions set forth therein, and shall have no authority to award punitive or exemplary damages or award damages in excess of the limitations and exclusions set forth in these Terms and Conditions of Service.
All notices or other written communications required or permitted under this Agreement shall be given in writing by courier or reputable overnight delivery services, or by certified mail, return receipt requested to either User at the address provided to Company, or to Company at its address set forth below (or to such address as either party may subsequently indicate in writing in the manner specified in this Section):
New Business Filing, LLC
PO Box 750843
Dayton, OH 45475
Waivers and Amendments.
The waiver by either party of any provision of this Agreement on any occasion and upon any particular circumstances shall not operate as a waiver of such provision of this Agreement on any other occasion or upon any other circumstances. This Agreement may be waived or amended only in writing and signed by both parties.
Any provision of this Agreement, which in accordance with its terms is intended to survive this Agreement, shall survive the expiration or termination of this Agreement for any reason.
Neither party may assign its rights or delegate its duties under this Agreement except that (i) either party may assign its rights to receive payments under this Agreement to a secured creditor and (ii) either party may subcontract for the performance of any of its obligations under this Agreement.
This Agreement contains the complete understanding of the parties with respect to the subject matter hereof and supersedes all other agreements, understandings, communications and promises of any kind, whether oral or written, between such parties with respect to such subject matter. These terms and conditions may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) or services and support that are subject to additional or altered terms and conditions will be null and void, unless
otherwise agreed to in a written agreement signed by both You and New Business Filing, LLC.
How to Contact Us
New Business Filing, LLC
PO Box 750843
Dayton, OH 45475
Copyright 2021, New Business Filing, LLC