Last updated: 04/01/25
Termsof Use and Service Agreement
YOU MUST READ THESE TERMS OF USE AND SERVICE AGREEMENT BEFORE USING THIS SITE AND OUR SERVICES.
This Agreement contains a binding arbitration clause and a class action, and the right to a jury trial waiver. PLEASE READ CAREFULLY.
The terms “we”, “us”, and “our” refer to Main StreetBusiness Services LLC (“Main Street”). All services that we provide or that areoffered through the “Website” or “this Website”, including Software as aService, are referred to herein as “Services”. The terms “you” and “your” referto you, the user, in your individual capacity and also in your capacity as therepresentative and agent of any entity on behalf of which you order Services.“Order” or “Ordering” means purchasing or requesting any service with MainStreet or its affiliates by phone, our Website, email, or paper application.“Purchase” means payment for any services that Main Street or its affiliatesprovide. The “User Account” comprises a username, password, and any informationrelated to the user. Main Street retains ownership and all rights related tothe “User Account”. Terms of Use and Service Agreement, also known as the“Agreement” or “this Agreement,” refer to Main Street’s Terms of Use andService Agreement.
By using the Website, www.mainstreetbusiness.com, orordering any Services, you are (a) representing that you are at least eighteen(18) years of age, (b) representing that you have the legal capacity andauthority to enter into a binding contract on behalf of yourself and any entityon behalf of which you order Services and/or make changes to any entity forwhich you order Services, including but not limited to, its legal entitystatus, licensure, and/or the information available to government agencies andthe public, (c) confirming that we have not provided and will not provide youwith any legal, tax, or financial advice, opinions, or recommendations of anynature whatsoever, (d) confirming that we may contact you at the phone number,address, and email address you provide to us, even if any of that contactinformation appears on any Federal or State “do not call” or contact list, and(e) agreeing to be legally bound in all respects by this Terms of Use andService Agreement and our Privacy Policy. If you have any objection to any ofthe terms of use or conditions of this Agreement, please immediately leave thisWebsite, do not use any information on this Website, and do not use anyServices.
This Agreement limits your rights and remedies in theevent you have a dispute or disagreement with us. Accordingly, you should readthis Terms of Use and Services Agreement carefully.
Main Street reserves the right, in its sole discretion,to change the Terms of Use and Service Agreement under which the Website andServices are offered without prior notice, except that we will notify you ofany material changes to the terms, including, but not limited to, changes tothe dispute resolution, governing law and jurisdiction provisions set forthherein (“Material Changes”). All changes are effective immediately when we postthem. However, Material Changes will not apply to any disputes that arisebefore the date that you have actual notice of such Material Changes. The mostcurrent version of the Terms of Use and Service Agreement will supersede allprevious versions. Main Street encourages you to periodically review thisAgreement to stay informed of our updates and to notify us immediately in theevent of any changes to your email contact information. By using this Website,you are agreeing to be bound by the then-current version of this Agreement. Tothe extent you have provided us with a valid, working email address, we willnotify you of Material Changes via email.
Your use of the Website is subject to Main Street'sPrivacy Policy (the "Policy"). Please review our Privacy Policy, which also governs the Website and informs users of ourdata collection practices.
To the extent we provide you with a proposal, servicequote, contract, or other documentation describing our pricing, the scope ofour services, or the terms of our engagement with you (collectively, our “Confidential Information”), you agree to only use such Confidential Informationfor your own internal business purposes, to not disclose any ConfidentialInformation to third parties, and to protect the confidentiality of suchConfidential Information with the same degree of care you use to protect your owninformation of a confidential nature, which in no event will be with less thana reasonable degree of care. “Confidential Information” does not include anyinformation available to the general public for reasons other than your breachof this paragraph. To the extent you are required by a judicial,administrative, or governmental proceeding, or to the extent any governmental,regulatory, or administrative authority requires you, to disclose anyConfidential Information, unless prohibited by law you must promptly notifyHarbor Compliance so that we may either seek an appropriate protective order orother confidential treatment or relief or waive the provisions of thisparagraph.
You agree that for all Communications for all Services wemay (i) electronically deliver Communications to you and, at our discretion,terminate paper delivery of Communications to you and (ii) use and obtainelectronic signatures from you until you withdraw your consent to this E-SignConsent as described below. This E-Sign Consent applies to all Communicationsfor all Services.
Communications delivered by e-mail will be sent to youre-mail address reflected in our records. You represent that any e-mail addressyou provide to us belongs to you or to a person who has authority to act forthe Services. You should print, download, or otherwise retain a copy of thisE-Sign Consent and all other Communications we electronically provide to you.
"Communications," include, but are not limitedto, the following:
● All legal, regulatory or other disclosuresassociated with Services;
● All otherdocumentation relevant to Services, including agreements, amendments, accountopening documentation, fee schedules, fee arrangements, billing statements,policies and procedures (including but not limited to our privacy policy),terms and conditions, authorizations, updates, notices (including notices offee changes), responses to claims, transaction history, and any other documentor other information required to be provided "in writing" or that we otherwise provide to you, or that you sign orsubmit or agree to at our request, in connection with your relationship withus.
We will electronically communicate with you by one ormore of the following methods:
● Electronic messaging (such as e-mail, or SMS textor push notification to your mobile device);
● By access to a website;
● Via our mobile applications; or
● Byrequesting you download a Hyper Text Markup Language ("HTML") file orPortable Document Format ("PDF") or other specified electronic filecontaining the Communication.
To access, view, print and retain electronicCommunications, you must have:
● Access to a device (e.g., computer, smartphone,mobile device, tablet, etc.) suitable for connecting to the Internet with theCurrent Version (one publisher currently supports) of (i) an operating system,such as Windows, Mac OS, iOS or Android, and (ii) a web browser, such asChrome, Safari or Firefox, that we support.
● A connection to the Internet;
● Local electronic storage capacity to retaincommunications and/or a printer to print them;
● A valid e-mail account and software to access it;
● Softwarethat enables you to view and display files in HTML and PDF format.
Withdrawal of consent for certain Communications mayresult in a fee or change in fee for some Accounts. We will not impose any feeto process the withdrawal of your consent to receive Communications. However,you may not have access to the Services. We will process your withdrawal ofyour consent to receive electronic Communications within a reasonable period.
It is your responsibility to provide us with true,accurate and complete e-mail address, mobile telephone numbers, authorizedsigners and other information related to this E-Sign Consent, and to maintainand promptly update any changes to this information. If you fail to timelyupdate this information, including who is an authorized signer for youraccount, you agree to indemnify us pursuant to the Indemnification sectionbelow. You can update your records through the methods described below:
You may obtain a paper copy by printing the electronicrecord we have sent you or by requesting one from us if you make the request ina reasonable amount of time after we send it to you. We may charge you areasonable service charge, with prior notice of any such charge, for thedelivery of paper copies of any Communication provided to you electronicallypursuant to this E-Sign Consent. To request paper copies of electronicCommunications, contact clientservices@mainstreetbusiness.com.
We may unilaterally terminate the use of electronicCommunications or change the terms or conditions on which we provide theseCommunications to you at any time without notice unless required by law.
By consenting to this E-Sign Consent, you agree to allthe following statements:
● I have read, understand and agree to be bound bythe terms and conditions contained in this E-Sign Consent, and consent toreceive Communications and execute documents via Electronic Delivery accordingto the process described herein.
● I am authorized to provide consent for theServices and this E-Sign consent.
● I may terminate or suspend E-Sign consent at anytime at my discretion.
● Communications we provide contain importantinformation or disclosures concerning the Services and I agree to review suchCommunications in a timely manner.
● I am able to download and review files in HTML orPDF format, and I have internet access and can send and receive emails withlinks to websites.
● My consent to receive Communicationselectronically does not end until I withdraw my consent.
● I may incurcosts, including but not limited to online time and other charges from myinternet service provider or telephone carrier for accessing and/or viewingcommunications.
If you use this Website, you are responsible formaintaining the confidentiality of your User Account and password and forrestricting access to your computer, and you agree to accept responsibility forall activities that occur under your account or password. You may not assign,share, or otherwise transfer your User Account to any other person or entity.You acknowledge that Main Street is not responsible for third-party access toyour User Account that results from theft or misappropriation of your User Account,and you agree to indemnify, defend and hold Main Street harmless from any costsor damages that result from such third-party access. You agree to notify MainStreet immediately if your User Account is compromised. Main Street and itsassociates reserve the right to refuse or cancel service, terminate UserAccounts, or remove or edit content at our sole discretion.
We offer companycompliance services to for-profit and nonprofit organizations. We are notlawyers or a law firm, accountants or an accounting firm, investment advisorsor an investment advisory firm, and we do not and will not provide you with anylegal, tax, or financial advice of any nature whatsoever. We are not in any wayrelated to or affiliated with any government agency.
You should not construe anything on the Website as legal,tax, or financial advice. This Agreement does not create any lawyer-client, taxadvisor-client, or financial advisor-client relationship between us and you. Weare not acting as your attorney and do not review information you provide to usfor legal accuracy or sufficiency. You understand that your purchase, download,and/or use of our templates is neither legal advice nor the practice of law andthat each form and any applicable instructions or guidance is not specific orcustomized to your particular needs. The templates provided are not asubstitute for the advice of an attorney. If you need legal advice for aspecific need, or your specific need is too complex to be addressed by ourservices, you should consult a licensed attorney in your area.
If you have questions about your particular legal, tax,or financial situation, we strongly encourage you to engage appropriateprofessional advisors to answer those questions before you order any Services.
We offer the following general categories of Services:
(a) CompanyCompliance Services (CCS). Main Street will file the required State renewals (if applicable) forDomestic, Foreign, DBA’s FBNs, ABNs, and Tradenames entities by the postedstate deadlines. In addition, annual minutes will be drafted and completed atthe time the entity's services are rendered. Main Street also provides clientsenrolled in any of our Compliance Service Tier Packages with ongoing state andfederal compliance monitoring and will notify the Client electronically of anynew or updated state or filing requirements that may be applicable to theirentity. Clients will have access via their online portal to four annual boardmeeting notes templates to utilize and save for record keeping purposes onlywithin their online portal.
(a)(i) Information We Collect to Provide CompanyCompliance Services. In theevent you order any Service Package Tier which includes Company ComplianceServices, you will be responsible for providing us with (a) the full andaccurate legal name of the entity, (b) the full and accurate fictitious namesthat the entity does business under in the jurisdiction in which the entity wasformed in, (c) full and accurate legal name(s) of all beneficialowners/members/managers of the entity, (d) file-stamped formation documentsfrom the Secretary of State, (e) most recent operating agreement, (f) EmployeeIndentification Number (EIN) issued by the IRS, (g) prompt notice of anychanges to the name of the entity or the fictitious names, (d) all relevantcontact information for the person or persons authroized to receive/viewdocuments, notices, or communications related to the entity, and (e) anyadditional information as required by federal, state, or local law.
(b) Registered Agent Services. We provide localoffices in all fifty United States, District of Columbia, and Puerto Rico forthe specific purpose of serving as a registered agent (aka resident agent,statutory agent, service of process agent, or Commercial Registered OfficeProvider) for legal entities (the "Registered Agent Services"). Bypurchasing Registered Agent Services, you understand, agree to, and accept thespecific purpose and use of a registered agent, which is to be appointed andmaintained by a legal entity according to local statutory requirements. Theregistered agent is generally responsible for maintaining a physical locationduring regular business hours, receiving legal and government notice on behalfof the represented entity, and delivering documents securely to the entity.
Main Street’s Registered Agent Services are limited toreceiving and forwarding items covered under the state statutes. When receivingprocess on behalf of the Client, Main Street shall not be held responsible forany part of the lawsuit or claim. Client agrees to indemnify Main Street forall claims brought in these processes. The Client assumes full responsibilityfor monitoring the email account they are utilizing with Main Street for thepurpose of receiving Registered Agent-related communications and thereforeagrees to not hold Main Street liable for any damages the Client may be subjectto as a result of their failure to provide a proper and timely response to anyService of Process received on their behalf.
To fulfill Registered Agent Services in all fifty states,Main Street may contract with an affiliate to secure coverage in states whereMain Street does not have a physical presence. In such cases, Main Streetreserves the right to change or update its affiliate Registered Agent serviceproviders at any time without notice to you, the Client. Information related towho Main Street utilizes for Registered Agent is available upon request.
(b)(i) Information We Collect to Provide RegisteredAgent Services. In the event you order Registered Agent Services, you willbe responsible for providing us with (a) the full and accurate legal name ofthe entity, (b) the full and accurate fictitious names that the entity doesbusiness under in the jurisdiction in which you order Registered Agent Serviceson behalf of the entity, (c) prompt notice of any changes to the name of theentity or the fictitious names, (d) all relevant contact information for theperson or persons to which you would like us to send service of process,documents, notices, or communications that we receive and that are addressed toany entity or fictitious name that you provide us with, and (e) any additionalinformation as required by federal, state, or local law. Local offices andoperations may be provided through an affiliate. By purchasing Registered AgentService, you consent to information about you and your legal entity to beshared with an affiliate insofar as necessary to provide Service.
(b)(ii) Non-transferability of Registered AgentService. By entering into this Agreement, you agree that you will notprovide or allow anyone else to provide our address to any third-party for anyreason, except providing the address to the government agency (typically theSecretary of State) in each jurisdiction in which you have engaged us to act asa registered agent. Under no circumstances will we be required to forward mail,payments, solicitations, shipments, or other communications we receive as a resultof our address being provided to a third-party other than the proper governmentagency. Separate units of Registered Agent Service must be purchased for eachlegal entity to be represented in each state where Service is requested.Service may not be transferred or shared between multiple legal entities orfrom one state to another, with written approval by Main Street.
(c) Privacy Address/Mail Forward Services. Weprovide local offices in all fifty United States, District of Columbia, andPuerto Rico with Privacy Address/Mail Forward service whereby client’s enrolledin this service can utilize Main Street’s Utah office address for privacy onthe company’s state or county registration (if applicable). With this service,Main Street receives, opens, and scans any First-Class mail envelopes from theapproved sources within one (1) business day after receipt and saves it to thecompany’s personalized virtual mailbox. Additional fees may apply to physicallyforward or overnight. Any mail required to be delivered hereunder shall bedeemed to be delivered when (a) deposited in the United States Postal Serviceor other courier services or (b) emailed to the Client’s current email addresson file, whether or not actually received. The Client acknowledges that eachforeign registration of an entity and each series of a series LLC requires aprivacy address service, and Client will be charged for each entity (whetherforeign or a series of a series LLC).
(c)(i) Information We Collect to Provide PrivacyAddress Services. In the event youorder Privacy Address Services, you will be responsible for providing us with(a) the full and accurate legal name of the entity, (b) full and accuratemailing address where Main Street shall forward applicable mail to, (c) promptnotice of any changes to the name of the entity or the fictitious names orchange in the mail forwarding address, (d) primary contact information,including accurate email address, for the person who is designated to receivemail and any other time-senstive correspondences on behalf of the entityenrolled in the service, and (e) any additional information as required. MainStreet will not be held lliable for any mail forwarding-related issues arisingfrom incorrect or outdated information that the Client has either provideddirectly or has failed to provide to Main Street.
(c)(i) Conditions. The Client recognizes that MainStreet’s’ Utah office address may be used only where the specific PrivacyAddress Package Tier indicates and that they are bound to the monthly mailusage limit pursuant to the specific Privacy Address Package Tier they havepurchased and which can be viewed on mainstreetbusiness.com. Any mail receivedfrom an unapproved source will be returned to the sender. The Client recognizesthat packages/boxes are not covered under this service and will be returned tothe sender. Furthermore, the Client acknowledges that they will be subject tothe automatic payment guidelines outlined within this Terms of Service belowunder the Automatic Payments - Terms andConditions section as it relates to applicable charges for exceeding themonthly usage limit and additional postage charges. The Client recognizes andagrees to not utilize Main Street’s mailing address for the purposes of aReturn Address. The Client further recognizes that the usage of the PrivacyAddress Package Tier must also be used with our Registered Agent Service or anyof our service tiers that include Registered Agent Service. If the RegisteredAgent Service is not needed, the Client cannot use the Privacy AddressService(s).
(d) Software. We provide “Software as a Service”(SaaS) and software to support our Managed Services and Registered AgentService. By using our software, which is part of our Website, you agree to theterms of this Agreement and our Privacy Policy in all aspects. You are responsible for updating MainStreet with any changes to your entity’s legal name, “good standing” status,and your contact information and ensuring that our communications generallyreach you.
(e) Onboarding. The Client acknowledges that MainStreet is required to collect specific information and documents from them inorder to successfully carry out the service(s) they have agreed to purchasefrom Main Street. The Client’s failure to provide any of the requestedinformation or documents to Main Street during the onboarding process willresult in the Client being placed in a “pending onboarding” status and thatcertain services will not be completed by Main Street until the requestedinformation or documents have been submitted to Main Street. During theonboarding process, Main Street agrees to demonstrate reasonable effort tonotify the Client of any information or documents that are required in order tocomplete services; however, Main Street will not be liable for any damages,fines, or penalties the Client may incur as a result of any services or dutiesMain Street is unable to perform due to any previously requested information ordocuments Main Street has not received from the Client.
THE WEBSITE AND SERVICES ARE PROVIDED ON AN "ASIS" AND "WHERE IS" BASIS, WITHOUT ANY WARRANTY. MAIN STREETMAKES NO REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE WEBSITE ANDSERVICES, INCLUDING BUT NOT LIMITED TO THE QUALITY, SUITABILITY, TRUTH,ACCURACY OR COMPLETENESS OF ANY CONTENT, INFORMATION, PRODUCT OR SERVICECONTAINED ON THE WEBSITE, AND EXPRESSLY DISCLAIMS ALL CONDITIONS,REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE ANDNON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
WITHOUT IN ANY WAY LIMITING THE SCOPE OF THE GENERALWARRANTY DISCLAIMER ABOVE, WE MAKE NO WARRANTY OF ANY NATURE WHATSOEVER (A)THAT THE WEBSITE, SERVICES, OR FORMS WILL BE AVAILABLE ON AN UNINTERRUPTED,TIMELY, SECURE, OR ERROR-FREE BASIS, (B) THAT THE WEBSITE IS FREE OF VIRUSES OROTHER HARMFUL COMPONENTS, (C) WHETHER OR NOT OUR FORMS APPLY TO YOUR PARTICULARFACTUAL SITUATION, (D) WHETHER OR NOT ANY PROVISION, TERM, OR CONDITION IN ANYFORM IS LEGALLY ENFORCEABLE IN ANY PARTICULAR FACTUAL SITUATION, (E) REGARDINGTHE CONTENT, ACCURACY, OR RELIABILITY OF ANY TEMPLATE OR DOCUMENT PUBLISHED ORPROVIDED BY ANY GOVERNMENT AGENCY OR OTHER AUTHORITY, (F) REGARDING THE MANNERIN WHICH OR SPEED WITH WHICH A GOVERNMENT AGENCY OR OTHER AUTHORITY WILLPROCESS FILINGS THAT WE MAKE ON YOUR BEHALF, (G) WHETHER OR NOT A PARTICULARGOVERNMENT AGENCY OR OTHER AUTHORITY WILL APPROVE A FILING THAT WE MAKE ON YOURBEHALF, OR (H) REGARDING THE QUALITY, ACCURACY, OR RELIABILITY OF ANY SERVICESOR PRODUCTS YOU OBTAIN THROUGH AN INDEPENDENT CONTRACTOR THAT WE REFER YOU TO.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAIN STREET ANDOUR MANAGING MEMBERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERSWILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,PUNITIVE, OR MULTIPLE DAMAGES OR ANY LOSS OF PROFITS, SALES, BUSINESS ORREVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE,GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USEOF OR INABILITY TO ACCESS OR USE THE WEBSITE; OR (B) THE CONDUCT OR CONTENT OFOTHER USERS OR THIRD PARTIES ON OR THROUGH THE WEBSITE, EVEN IF MAIN STREET HASBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MAIN STREET’SAGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE WEBSITE EXCEED THE GREATEROF (I) ANY AMOUNTS PAID BY YOU TO MAIN STREET IN THE 12-MONTH PERIOD PRECEDINGANY CLAIM; OR (II) TEN DOLLARS ($10.00).
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOTBE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
We collect information on you and your business throughvarious methods, including but not limited to online submission forms,questionnaires and Information Request Forms, and email correspondence withMain Street employees. These methods, along with any document forms which wehave drafted, or which were drafted on our behalf by a third party engaged byus, that we, in turn, provide to you for use or that we use on your behalf inproviding Services are referred to herein as “Forms and/or Applications.”
By entering into this Agreement, you authorize us to (a)use, distribute, reproduce, modify, publish, and translate the information youprovide us with (whether personal in nature or otherwise) as needed to providethe Services, (b) use your electronic signature to submit filings to governmentagencies and other authorities on your behalf, and (c) communicate withgovernment agencies and other authorities concerning filings that we make onyour behalf. You agree to inform us in a timely manner of any change to yourauthorized signer for these filings on Forms and Applications.
If you order certain types of Services, we may refer youto an independent contractor to provide you with those Services. If you chooseto work with such an independent contractor, the terms and conditions in thisparagraph will apply. We will never ask or instruct any independent contractorto provide you with legal, tax, or financial advice. Similarly, you agree youwill not ask any independent contractor we refer you to for any legal, tax, orfinancial advice that relates to or is otherwise connected with the Services.If, for any reason, you do ask an independent contractor that we have referredyou to for legal, tax, or financial advice and the independent contractorprovides such advice, then (a) you agree any such advice was made at yourrequest, and (b) any lawyer-client, tax advisor-client, or financialadvisor-client relationship that results between you and the independentcontractor will exclude us. Moreover, regardless of the nature of the Servicesor advice that an independent contractor that we refer you to provides youwith, we will not verify the accuracy or correctness of the advice you receive,and we will not be in any way responsible or liable for any error or omissionof the independent contractor. However, nothing in this Agreement in any wayprevents you from filing a claim directly against such an independentcontractor if the independent contractor commits an error or omission. If youwork with such an independent contractor, that independent contractor may ormay not have agreements, terms and conditions, and contractual provisions thatit will require you to agree to, and they may be different from our Terms andConditions.
Main Street may collect and sharespecific information related to you and any of the entities you have enrolledin our services, or the services with any of our affiliated parties. Theseaffiliated parties may include, but not be limited to, KKOS Lawyers, DirectedIRA, Main Street Tax Pros, and Registered Agent Solutions, Inc. Informationcollected and shared between our affiliated parties is limited to informationrequired to complete or fulfill services that have been requested or purchasedby you, either directly through us, or with any of our affiliated parties.
The quality and accuracy of all Services we provide toyou will be based almost exclusively on the information and the directives youprovide. At no time will we (a) verify the legal or factual accuracy orcorrectness of any information or direction that you provide to us, (b) verifythat any of your business activities, products, licenses, tax filings orservices are lawful, (c) provide you with any legal, tax, or financial advice,opinions, or recommendations of any nature whatsoever, (d) provide you withsuggestions as to what specific information to include in any documents, or (e)review or analyze your particular factual situation or your plans orstrategies.
You are responsible for making all arrangements necessaryfor you to have access to our Website. You are responsible for ensuring thatall people who access our Website through your Internet connection are aware ofthese Terms and that they comply with them. You acknowledge and agree thatperformance of the Services shall be dependent on the timely completion of yourresponsibilities and obligations under this Agreement and that additional feesmay apply with respect to any modifications to standard documents or processesmade by you or at your request. Notwithstanding anything to the contraryherein, you will be responsible for (a) the accuracy and completeness and thecompliance, sufficiency, and effectiveness under applicable law of all data,documents, templates, or other information provided to Main Street or inputtedinto Main Street’s system by you, or otherwise modified by us or at yourrequest, (b) the consequences of any instructions given by you to Main Street,(c) informing Main Street of any changes in your information, and (d)maintaining correct Account permissions and settings.
While rendering services, we require your timelyresponses to requests for information, signatures, documentation, and othermaterials for us to provide an effective service to you. Failure to returnrequested materials to us promptly can result in delays in providing service,loss of good standing, and additional filing fees.
When using the Website and/or ordering and usingServices, you agree to abide by common standards of decency and act inaccordance with the law. By way of example and not limitation, you agree notto: (a) Defame, abuse, harass, stalk, threaten or otherwise violate the legalrights (such as rights of privacy and publicity) of others; (b) Publish, post,upload, distribute or disseminate any inappropriate, profane, defamatory,infringing, obscene, indecent or unlawful topic, name, material or information;(c) Upload files that contain software or other material protected byintellectual property laws (or by rights of privacy of publicity) unless youown or control the rights thereto or have received all necessary consents; (d)Upload files that contain viruses, corrupted files, or any other similarsoftware or programs that may damage the operation of the Websites, Apps orServices, or another's computer; (e) Conduct or forward surveys, contests,pyramid schemes or chain letters; (f) Download any file posted by another userof a Website, App, or Service that you know, or reasonably should know, cannotbe legally distributed in such manner; (g) Falsify or delete any authorattributions, legal or other proper notices or proprietary designations orlabels of the origin or source of software or other material contained in afile that is uploaded; (h) Violate any applicable laws or regulations; (i)Purchase, use, or access the Services for the purpose of building a competitiveproduct or service or for any other competitive purpose; and (j) Misuse ourServices by interfering with their normal operation, or attempting to accessthem using a method other than through the interfaces and instructions that weprovide.
Main Street does not represent or warrant that theWebsite is error-free or free of viruses or other harmful components or thatdefects will be remedied. Main Street does not warrant or represent that theinformation available on or through the Website will be correct, accurate,timely, or otherwise reliable. Main Street may make improvements and/or changesto features, functionality, or content on the Website at any time. We will notbe liable for any loss or damage caused by a virus, distributeddenial-of-service attack, or other technologically harmful material that mayinfect your computer equipment, computer programs, data, or other proprietarymaterial due to your use of our Website or due to your downloading of anycontent from it, or on any Website linked to it except to the extent anyresulting damage is caused by our gross negligence or willful misconduct.
You are responsible for configuring your informationtechnology, computer programs, and platform in order to access our Website. Youshould use your own virus protection software.
You must not misuse our Website by knowingly introducingviruses, Trojans, worms, logic bombs, or other material that is malicious ortechnologically harmful. You must not attempt to gain unauthorized access toour Website, the server on which our Website is stored, or any server,computer, or database connected to our Website. You must not attack our Websitevia a denial-of-service attack or a distributed denial-of-service attack.
We own all rights, titles, and interest in and to theWebsite, all trademarks, trade dress, logos, graphics, and designs on theWebsite, and our Forms, and nothing in this Agreement can be construed asgranting or conveying any such right, title, or interest to you. If we provideyou with a Form, we will grant you a limited, personal, non-exclusive,non-transferable license to use the Form for your internal business use, and tomake modifications to the Form for such use. You agree that you will not (a)use, copy, re-publish, reproduce, resell, or redistribute any Form, except inaccordance with the license we have granted to you under this Agreement, or (b)omit or remove any copyright notice from any Form.
You are granted a non-exclusive, non-transferable,revocable license to access and use the Website strictly in accordance with theterms of this Agreement. As a condition of your use of the Website, you warrantto Main Street that you will not use the Website for any purpose that isunlawful or prohibited by the terms of this Agreement. You may not use theWebsite in any manner which could damage, disable, overburden, or impair theWebsite, or interfere with any other party's use and enjoyment of the Website.You may not obtain or attempt to obtain any materials or information throughany means not intentionally made available or provided for through the Website.This license shall automatically terminate if you violate any of theserestrictions, and Main Street may terminate the right at any time, in its solediscretion.
All content included as part of the Website, such astext, graphics, photos, videos, logos, marketing content, whitepapers, blogposts, webinars, images, as well as the compilation thereof, and any softwareused on the Website, is the property of Main Street or its suppliers andprotected by copyright and other laws that protect intellectual property andproprietary rights. You agree to observe and abide by all copyright and otherproprietary notices, legends, or other restrictions contained in any such contentand will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer,participate in the transfer or sale, create derivative works, or in any wayexploit any of the content, in whole or in part, found on the Website.
Main Street content is not for resale. Your use of theWebsite does not entitle you to make any unauthorized use of any protectedcontent, and you will not delete or alter any proprietary rights or attributionnotices in any content. You will use protected content solely for yourcompany’s or your personal use and will make no other use of the contentwithout the express written permission of Main Street and the copyright owner.You agree that you do not acquire any ownership rights in any protected content.We do not grant you any licenses, express or implied, to the intellectualproperty of Harbor Compliance or our licensors except as expressly authorizedby these Terms.
You may provide links to this Website, provided you do sofairly and legally. You may not remove or obscure, by framing, mirroring orotherwise, any portion of the Website. You will discontinue providing links tothe Website if requested by Main Street.
You must not establish a link in such a way as to suggestany 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 ownedby you.
We reserve the right to withdraw linking permissionwithout notice.
Our Website may contain links to other Websites (“LinkedWebsites”). The Linked Websites are not under the control of Main Street, andMain Street is not responsible for the contents or security of any LinkedWebsite, including without limitation any link contained in a Linked Website,or any changes or updates to a linked website. Main Street is providing theselinks to you only as a convenience, and the inclusion of any link does notimply endorsement by Main Street of the Linked Website or any association withits operators.
Generally, we must receive payment from you prior toproviding any Services that you order. If we invoice you for Services, theinvoice will be due and payable within thirty (30) days of the invoice date. Weaccept payment by (a) credit card/debit card and recurring credit card/debitcard, and (b) ACH. Personal or business checks are only accepted on anas-needed-basis and are not generally preferred. We do not accept cashpayments.
Any payment you make by credit card will not be effectiveuntil the payment is processed. Third-party vendors will process all creditcard payments you make to us. We do not and will not have any control over howquickly or accurately any third-party vendor processes any payment that youmake. By paying for Services by credit card, you expressly assume all risk thatthe third-party vendor may make an error in processing a payment you make orhandling information you provide. We do not and will not have any access to orcontrol over security reviews that any third-party vendor conducts for paymentsthat you make, any access to information regarding any payment you make that athird-party vendor declines, or any access to any of your credit card data. Inaddition to not having access to any of your credit card data, we do not andwill not store any of your credit card data.
Any payment you make by any check aside from a cashier’scheck will not be effective until the check clears and the funds are posted toour account. If you pay for Services by check but the payment is not enough tofully pay for the Services you ordered, we may deposit the check without beingdeemed to have accepted the deposit as full and final payment for the Services.In such event, we will contact you and request that you promptly pay thedifference owed, and you will be obligated to pay any such difference before weprovide any Services. If you pay by check and the check is not fully honored bythe bank against which the check is drawn, we will be entitled to charge you a$35 processing fee prior to rendering any Services.
We will be entitled to assess a late fee or an orderprocessing fee on (a) any amount we have invoiced you and that you fail to payon or before the due date, and (b) any amount at the discretion of Main Street.If you fail to pay any invoiced amount, or you obtain a credit card“chargeback” for any amount you have paid to us, you will pay all attorney feesand costs we incur in collecting the amount from you irrespective of whether ornot we initiate an arbitration or legal proceeding against you.
By enrolling in our recurring payment program, youauthorize Main Street to initiate: (a) recurring automated clearing house (ACH)debit entries or debit or credit card payments from the checking or savingsaccount you specify, or (b) recurring charges from your specified credit/debitcard.
You agree to be bound by any rules your financialinstitution requires for pre-authorized electronic funds and transfers and/oryour debit or credit card issuer requires for pre-authorized debit or creditcard transactions. You are responsible for all fees your financial institutioncharges associated with the pre-authorized payment option.
YOU HAVE THE RIGHT TO TERMINATE YOUR AUTHORIZATION AT ANYTIME ONLINE BY LOGGING INTO YOUR ACCOUNT AND TERMINATING AUTOMATIC PAYMENTS ORBY CALLING MAIN STREET AT (435) 288-0922.
Furthermore, you agree to maintain an active and updatedform of payment (credit or debit card) on file via your client portal at alltimes during your active enrollment within any of our services and servicepackages. You must update all changes to your credit/debit card information bylogging into your account and making the changes. If you do not update yourcredit/debit card information and Main Street is unable to charge your card forthe amount due on your Main Street account, you may be subject to applicablelate fees, and any fees or charges assessed by your financial institution.Additionally, if Main Street is unable to charge your credit/debit card andsuccessfully collect any applicable fees due to the state for renewals, you maybe subject to state-imposed penalties in addition to having your entity fallout of good standing with the state. Main Street shall bear no responsibilityfor any state-imposed penalties or standing with the state that may becompromised as a result of our inability to adequately collect payment from youfor services and fees due at the time in which they are due.
Unless otherwise indicated, Main Street processes allrecurring payments for the services you are enrolled in, including anyapplicable filing, change, or administrative fees, 30-days prior to yourservice renewal date. For example, clients with a service renewal date in themonth of March, will be charged for all applicable services and fees on, oraround, February 1st.
Our Registered Agent service is billedannually at $125.00 per year, per entity.
Clients with entities that require theirRegistered Agent information to be updated with the Secretary of State may besubject to applicable filing/change fees to process the update with theSecretary of State. If applicable, Main Street will render the filing/changefee by including this amount in the total purchase price for Registred Agentservice. Generally, this is a one-time fee that is required by most states whenupdating an entity’s Registered Agent of record information with the Secretaryof State. The specific filing/change fee varies by state. The amount renderedfrom the Client by Main Street to satisfy the filing/change fee will reflectthe amount required by the state in which the change/update is required to bemade in based on the state in which the Client has requested services.
Clients with newly formed entities where MainStreet is being listed as it’s first Registered Agent are not subject to theaforementioned filing/change fee.
Our Company Compliance Service (CCS) is billedannually at $199.00 per year, per entity.
CCS includes annual state renewal filing, one(1) completed set of annual company minutes, Federal and State compliancemonitoring, up to 3 simple amendments per year completed by Main Street, andaccess to standard board meeting minute templates via the client portal.
All clients enrolled in our Privacy AddressService will be subject to applicable charges for overages related to monthlymail usage.
The maximum number of envelopes clients mayreceive within each calendar month is 25. After which, a charge of $200.00 willbe automatically rendered on the debit/credit card you have on file to upgradeyou to 100 envelopes per month. To prevent overage charges, you must instructMain Street in advance of exceeding your overage to (a) reject any incomingmail that exceeds the monthly limit of 25 and return it to sender, or (b)complete an upgrade purchase to increase your monthly mail usage count.
By enrolling in our Privacy Address serviceyou hereby grant Main Street the authority to automatically charge your debitor credit card for any applicable monthly mail overage charges with or withoutyour expressed consent. You further agree to accept responsibility for anyoverage charges that may accrue if in the event Main Street is unable to deductapplicable charges from your debit or credit card and that you will remitpayment to Main Street within 30 days or less for any overage charges you are invoicedfor.
Main Street also reserves the right toautomatically charge your credit or debit card for any applicable postagecharges related to any mail or packages received in your name or on behalf ofyour company in which our office is required to physically forward to you orany address you have instructed us to forward it to.
Main Street agrees to demonstrate reasonableeffort to electronically (email) notify you of any potential, forthcoming,overage charges associated with your Privacy Address service. This may include,but is not limited to, at minimum, one email notification pertaining to yourcurrent mail count for the month, “warning” notifications as you approach yourmonthly mail count limit with detailed information regarding overage chargesyou will be subject to if you exceed the limit, available upgrade options, or alternativeoptions available to you to avoid overage charges. It is your responsibility tofrequently monitor the email account associated with your Main Street servicesand to take the appropriate action required to prevent any overage chargesbeing automatically deducted from your debit/credit card, or accruing on youraccount.
In the event of any charge disputes with yourcredit card company, financial institutions, or any of our payment processingproviders that may arise as a result of overage charges deducted from yourdebit or credit card that you have on file for your Main Street account,regardless of whether the dispute was initiated by you or automatically by yourcredit card company or financial institution, you agree to withdraw thedispute, or instruct your credit card company or financial institution towithdraw the dispute on your behalf, if Main Street can furnish you and andyour credit card company or financial institution with the followinginformation:
MAIN STREET SHALL BEARNO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OF ANY KIND THAT YOU MAY INCURFOR ANY DELAY IN THE ACTUAL DATE ON WHICH YOUR ACCOUNT IS DEBITED OR YOURCREDIT CARD IS CHARGED.
Main Street reserves the right to change these terms andterminate this Program at any time. These terms do not in any way terminate,amend, or modify other terms, agreements, or policies that apply to your MainStreet account or any services you receive or other agreements you may havewith Main Street.
Each of the service offerings listed andoutlined above are available to be bundled/combined through the selection ofthe following service tiers:
Compliance Safeguard - $324.00 per year, per entity (staterenewal and applicable filings fees not included and are billed separately)
Services included:
● Company Compliance Service (CCS)
● Registered Agent
Privacy Assurance- $525.00 per year, per entity (applicablefilings/change fees not included and are billed separately)
Services included:
● Registered Agent
● Privacy Address
Privacy Safeguard + - $724.00 per year, per entity (staterenewal and applicable filings/change fees not included and are billedseparately)
Services included:
● Registered Agent
● Company Compliance Service (CCS)
● Privacy Address
Main Street reserves the right to update orchange the prices associated with any of our individual or bundled servicetiers at any time. Changes/updates to prices will be published in our Terms ofSevice. We will notify you via email or pop-up message in your client portalwhen we have published updates to our Terms of Service. It is yourresponsibility to carefully review our Terms of Service each time we havenotified you of a newly published update. By selecting that you have read andagreed to our Terms of Service each time you are required to do so, youautomatically agree to any changes/udpates to prices for any of the individualservices or bundles service tiers you are enrolled in and which you may besubject to automatic payments for.
For any of our service package tiers thatinclude annual state renewals and annual company minutes drafting, services maynot be cancelled after Main Street has initiated the work involved withcompleting these services. Any cancellation request received after this periodwill be honored; however, the full cancellation will not take effect until thecompletion of the current membership timeframe. No refunds will be issued forany cancellation requests received after Main Street has completed CCS work (staterenewals and annual minutes drafting). Partial/prorated refunds may be issuedfor services canceled prior to the commencement and/or completion of work. Fullrefunds will only be issued if the cancellation request is received no morethan thirty (30) days after the services were purchased so long as work relatedto the services has not yet been started or completed.
Registered Agent is billed annually in conjunction withthe service package you have purchased it with, excluding scenarios where ithas been purchased as a standalone service. As long as Main Street or any ofour related Registered Agent affiliate information is listed as your RegisteredAgent of record, we are considered to be providing Service, and therefore youwill continue to be billed for this Service even if you have submitted arequest to cancel the Service.
To cancel your Registered Agent Service, prior to the duedate of your recurring payment, you must show us that you have (a) changed yourregistered agent with the state, (b) have dissolved or withdrawn your business,or (c) that we are not listed on public records for some other reason. If youwish to cancel after the service due date, our information must not be listedon state records. You will continue to be billed for each month that MainStreet, including our related Registered Agent affiliate(s) remain listed withthe state as your Registered Agent of record and you will be responsible forany amount you are billed in connection for time Main Street continues to belisted as your Registered Agent.
In the event we are required tocancel/terminate your Registered Agent service due to nonpayment or any otherreason which requires us to remove our, or our related Registered Agentaffiliate information with the state as the Registered Agent of record for yourentity, you will be billed for (a) any applicable fees we are required to remitto the state to process the removal of our information, (b) a one-timeadministrative removal fee of $25.00, and (c) for the time in which we remainedlisted as the Registered Agent of record for your entity following yourrecurring payment due date, each of which will be considered due and payableupon generation of our invoice.
Privacy Address service is billed annually in conjunctionwith the service package you have purchased it with. As long as our officeaddress information is listed on public records, we are considered to beproviding Service, and therefore you will continue to be billed for thisService even if you have submitted a request to cancel the Service.
To cancel your Privacy Address service and stop ongoingcharges, prior to the due date of your recurring payment, you must show us thatyou have (a) removed our office address with the state, (b) have dissolved orwithdrawn your business, or (c) that we are not listed on public records forsome other reason. If you wish to cancel after the service due date, our officeaddress information must not be listed on state records, and you will beresponsible for any amount you are billed in connection for time Main Street inwhich our address remains listed on state records.
In the event we are required tocancel/terminate your Privacy Address service due to nonpayment or any otherreason which requires us to remove our office address with the state, you willbe billed for (a) any applicable fees we are required to remit to the state toprocess the removal of our office address, (b) a one-time administrativeremoval fee of $25.00, and (c) for the time in which our office address waslisted with the state following your recurring payment due date, each of whichwill be considered due and payable upon generation of our invoice. Furthermore, by agreeing to this Terms of ServiceAgreement, you hereby grant Main Street authorization to complete, sign, andsubmit, on behalf of you and your entity, any applicable forms required by thestate to request and complete the removal of our office address if in the eventyou voluntarily or involuntarily fail to respond to our requests to completethis removal.
In the event of the cancellation ortermination of your services, you will continue to have access to your Clientportal, including all documents stored in your Box folders for a period of upto 75 days. After which time, your client portal will be deleted and alldocuments will be zip filed and emailed to you using the primary email addressassociated with your account.
Requests to alter your services, and morespecifically, requests to downgrade or remove specific services after they havebeen purchased will only be honored within the first 30-days from the purchasedate unless work related to the services has been initiated or completed inwhich case, any request to alter or downgrade will not be honored and thesubscription will remain in effect until the expiration date (12 months fromdate of purchase).
If in the event any alteration or downgrade isapproved by Main Street, you will be subject to the Voluntary Cancellationterms for the applicable service(s) outlined above under the “Canceling YourServices” section that you have elected to alter or cancel.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUAGREE TO INDEMNIFY AND HOLD US AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,AND INDEPENDENT CONTRACTORS HARMLESS FROM AND AGAINST, AND WILL PAY TO EACH OFTHE FOREGOING THE AMOUNT OF, ANY LOSS, LIABILITY, DAMAGE, OR EXPENSE(INCLUDING, BUT IN NO WAY LIMITED TO, REASONABLE ATTORNEY’S FEES) INCURRED,WHETHER OR NOT ARISING FROM A THIRD-PARTY CLAIM, THAT ARISES FROM OR RELATES TOANY CLAIM OF ANY NATURE (WHETHER SOUNDING IN CONTRACT, NEGLIGENCE, OR OTHERWISE)INVOLVING YOUR BREACH OF THIS AGREEMENT, VIOLATION OF LAW, OR WILLFULMISCONDUCT, RECKLESSNESS, NEGLIGENCE, ERROR, OMISSION, ACTION, OR INACTION.FURTHERMORE, YOU EXPRESSLY AGREE THAT OUR DIRECTORS, OFFICERS, EMPLOYEES,AGENTS, AND INDEPENDENT CONTRACTORS ARE THIRD-PARTY BENEFICIARIES OF YOUROBLIGATION TO INDEMNIFY.
We will not be in violation of this Agreement to theextent we are unable to provide the Website or Services due to any act of God,natural disaster, casualty, accident, shortage of labor or materials, Websiteinterruption or computer system failure, act of government, law, rule, orregulation, act of terrorism, or similar type of event or occurrence beyond ourcontrol.
UNDER NO CIRCUMSTANCES WILL YOU HAVE ANY RIGHT ORAUTHORITY TO BRING OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANYPURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR ARBITRATION FILED AGAINST ORINVOLVING US.
(a) What is Arbitration? “Arbitration” is adispute resolution process that is less formal than a traditional courtproceeding, is guided by a neutral arbitrator as opposed to a judge or jury,and allows for limited factual discovery as compared to a court proceeding.Typically, arbitration awards are subject to very limited review by courts.
(b) The Arbitration Agreement. By entering intothis Agreement, you expressly agree that any dispute or conflict arisingbetween you and us will be resolved in binding arbitration. AS A RESULT OFENTERING INTO THIS AGREEMENT, YOU ARE FOREVER WAIVING (I) YOUR RIGHT ORAUTHORITY TO BRING OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANYPURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR ARBITRATION FILED AGAINST US,AND (II) YOUR RIGHT TO HAVE ANY CLAIM YOU HAVE AGAINST US DECIDED BY A JURY.
(c) Initiating Arbitration Against Us. If you havea claim against us, you may initiate arbitration against us by sending awritten notice addressed as follows:
Main Street Business Services LLC
Attn – Arbitration Notice
1883 W Royal Hunte Dr, Ste 200
Cedar City, UT 84720
However, such notice will only be effective if it (i) issent by certified mail, (ii) includes a description of the nature and basis ofthe claim or dispute, and (iii) specifies the relief (whether monetary orotherwise) that you are seeking from us, i.e. your “Demand,” and the dollarvalue of such relief if you are seeking monetary relief.
(d) Arbitration Fees and Process. Regardless ofthe value of your Demand, we will equally split with you the initialarbitration filing fee for any arbitration you initiate, subject to theprovisions set forth herein regarding reimbursement. For any arbitration thatwe initiate against you, we will pay the entire initial arbitration filing feeand will not be entitled to any reimbursement from you, regardless of theoutcome of the arbitration.
Any arbitration under this Agreement will be administeredby the American Arbitration Association under its Consumer Arbitration Rules(the “Rules”) by a single arbitrator who is appointed in accordance with theRules. You may obtain a copy of the Rules at www.adr.org or by calling1-800-778-7879.
To the extent the Rules allow, you will have the choiceto have the arbitrator decide your claim (i) solely on the basis of documentssubmitted to the arbitrator, (ii) after a hearing conducted by telephone, or(iii) after a live, in-person hearing is conducted. After you have chosen howthe arbitrator will decide your claim, and assuming you have elected to havethe arbitrator decide your claim after either a telephone or live, in-personhearing, we will have the option to participate solely by submitting documentsor by telephone, and we will promptly notify the arbitrator of our choice inthat regard. If you, or both you and we, have indicated a preference for, orthe Rules otherwise require a live, in-person hearing, the arbitrator willdetermine the location at which the arbitration hearing will take place per thefollowing guidelines: (i) If you have requested, or the Rules require a live,in-person hearing, but the Rules allow us to, and we have indicated we willparticipate by submitting documents or by telephone, then the arbitrator willconduct the arbitration hearing at a specific location of his choice in thecounty (or parish) where you are domiciled; (ii) If you have requested a live,in-person hearing and the Rules require us to, or we have indicated we will,attend the hearing, then the arbitrator will conduct the arbitration hearing ata specific location of his choice in Iron County, UT.
If the arbitrator does not award you your full Demand,then we will not be responsible for reimbursing you for arbitration filing feesand the arbitrator will allocate his fees as he deems appropriate, taking intoconsideration the Rules and the outcome of the arbitration. If, however, anarbitrator awards you your full Demand, then (i) we will reimburse you for thearbitration filing fee you paid, and (ii) the arbitrator may order us to paysome or all of his fees if he deems it appropriate to do so because the valueof your Demand is very low relative to the share of the arbitrator’s fees youwould otherwise have to pay.
(e) Governing Law and Arbitrator Jurisdiction. TheFederal Arbitration Act governs the interpretation and enforcement of allarbitration provisions in this Agreement. Any arbitrator selected under theRules to administer an arbitration under this Agreement will have sole andexclusive jurisdiction to determine the scope, enforceability, andinterpretation of the arbitration provisions in this Agreement.
We may refuse to provide Services or enter into arelationship with anyone at any time, including you. If we enter into arelationship with you, we may terminate that relationship at any time if (a)you fail to pay an invoice for Services in a timely fashion, (b) you fail tohonor your obligations under this Agreement, (c) you make any attempt to or doin fact use the Website or the Services in any way that could damage or impairour networks or servers, (d) you make any attempt to or do in fact gain unauthorizedaccess to the secure login or otherwise misuse the Website in any way, (e) welearn or suspect that you are attempting to or have used the Website, any ofthe Services, or any of the Forms to further an unlawful objective, (f) welearn or suspect an unauthorized user is using your account with us, (g) wechoose to do so for any reason or no reason at all, or (h) if the other Partyseeks protection or commences any action under applicable bankruptcy laws orsimilar laws regarding insolvency or relief for the debtor. If we terminate ourrelationship with you, we will promptly refund the amounts you paid for theServices minus compensation for any Services we have performed before yourcancellation, any filing fees we paid on your behalf in performing thoseServices, and a reasonable processing fee. Main Street may terminate thisAgreement at any time if legally required or upon the belief of Client’sillegal or improper use of the Services.
In the event of any suchtermination, (i) Client will pay Main Street for (a) Services provided underthis Agreement to Client up through the date of termination and (b) Servicesthat Main Street is legally required to provide to Client following termination,(ii) with respect to Registered Agent Services and Privacy Address, Clientshall also pay all fees in connection with the removal of our local registeredagent information and/or address used with the Secretary of State from therecords of applicable government agencies, and (iii) all rights (including anyaccess and use rights and licenses) granted to Client by Main Street under thisAgreement related to the terminated Services shall be terminated.
In the event you breach or threaten to breach thisAgreement, the damage or imminent damage to our value and goodwill cannot becalculated, and therefore, any remedy at law or in damages shall be inadequate.Accordingly, you agree that we are entitled to injunctive relief against you inthe event of a breach or threatened breach and any other relief available tous.
The Website is controlled, operated and administered byMain Street from our offices within the USA. The terms of this Website and anyclaims related to this Website, except as required under applicable UnitedStates Federal law, shall be governed by the laws of Iron County, UT, withoutregard to its conflict of law provisions. Any action arising out of or relatingto these the terms of this Agreement or Privacy Policy shall be filed only in state or federal courts locatedin or sitting over Iron County, UT, and you hereby consent and submit to thepersonal jurisdiction of such courts for the purpose of litigating any suchaction.
The Website is not designed for use outside of the UnitedStates or to be compliant with the laws of any non-U.S. nation. If you accessthe Website from a location outside the USA, you are responsible for compliancewith all local laws. You agree that you will not use the Main Street contentaccessed through the Website in any country or in any manner prohibited by anyapplicable laws, restrictions or regulations. By entering into this Agreement,you and we expressly disclaim the United Nations Convention on Contracts forthe International Sale of Goods. As a result, the United Nations Convention onContracts for the International Sale of Goods will not govern or have anyapplication to the interpretation of this Agreement, any dispute arising fromor related to this Agreement, or the relationship between you and us.
You may not assign any contract or order without ourprior written consent. In no event shall any permitted assignment relieve youof your obligation to pay and other obligations under this Agreement, but wereserve the right to seek payment and recovery from any lawful assignee or theperson or entity which has assumed your assets or business.
You agree that in the event of any legal action broughtby or against Main Street, the non-prevailing party shall pay to the prevailingparty all costs and expenses incurred in connection with such action, includingbut not limited to attorneys’ fees, lien fees, court costs and any other costsof litigation or collection proceedings.
This Agreement, along with our Privacy Policy in the form it exists as of the time at which youpurchase a particular Service, will constitute the entire contract between usand you relating to that Service and the Website, and it supersedes all prioror contemporaneous communications and proposals, whether electronic, oral orwritten, between the user and Main Street.
A printed version of this Agreement and of any noticegiven in electronic form shall be admissible in judicial or administrativeproceedings based upon or relating to this agreement to the same extent andsubject to the same conditions as other business documents and recordsoriginally generated and maintained in printed form. It is the express wish tothe parties that this agreement and all related documents be written inEnglish.
No delay on our behalf in exercising, or any failure byus to exercise, any right or remedy available to us under this Agreement willbe construed as a waiver unless reduced to writing and signed by us.
If any provision of this Agreement is held invalid orunenforceable by any court or arbitrator of competent jurisdiction, the otherprovisions of this Agreement will remain in full force and effect. Anyprovision of this Agreement held invalid or unenforceable only in part ordegree will remain in full force and effect to the extent not specifically heldinvalid or unenforceable.
This Agreement is binding on your successors, assigns,heirs, legal representatives, and personal representatives. This Agreement isbinding on our successors and assigns.
Except as otherwise expressly provided in this Agreement,there are no third-party beneficiaries of the Agreement.
In construing this Agreement, the following rules apply:(a) The headings used in this Agreement are for ease of reference only, andcannot be used to construe the Agreement; (b) The singular includes the pluraland the plural includes the singular; and (c) Common nouns and pronouns will bedeemed to refer to the masculine, feminine, neuter, singular, and plural.
