Last updated: 2021-10-06
Visiting the Website or sending emails to Labyrinth constitutes electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email, or on the Website satisfy any legal requirement that such communications be in writing.
Your User Account
If you use this Website, you are responsible for maintaining the confidentiality of your User Account and password and for restricting access to your computer, and you agree to accept responsibility for all 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 Labyrinth is not responsible for third party access to your User Account that results from theft or misappropriation of your User Account. Labyrinth and its associates reserve the right to refuse or cancel service, terminate User Accounts, or remove or edit content at our sole discretion.
Nature of the Services and Our Relationship with You
We offer organizational and compliance Services for profit and nonprofit organizations. We are not lawyers or a law firm, accountants or an accounting firm, or investment advisors or an investment advisory firm, and we do not and will not provide you with any legal, tax, or financial advice of any nature whatsoever. We are not in any way related to or affiliated with any government agency. In all cases, Labyrinth is considered to be providing Services upon clearance of payment.
You should not construe anything on the Website as legal, tax, or financial advice. This Agreement in no way creates any lawyer-client, tax advisor-client, or financial advisor-client relationship between us and you. If you have questions about your particular legal, tax, or financial situation, we strongly encourage you to engage appropriate professional advisors to answer those questions before you order any Services.
We offer the following general categories of Services:
(a) Managed Services. We offer document preparation, filing, and document retrieval services to businesses and nonprofits, including but not limited to, business entity registration, tax registration and exemption filings, license applications for businesses and nonprofits, annual reports, and the retrieval of documents, records, correspondence, and forms in relation to the legal existence, licensure, and tax status of an entity or an individual. All Forms are prepared and submitted at the specific instruction of the Client, using the information provided by the Client.
(b) Registered Agent Services. We provide local offices in all fifty United States, District of Columbia, and Puerto Rico for the specific purpose of serving as a registered agent (aka resident agent, statutory agent, service of process agent, or Commercial Registered Office Provider) for legal entities. By purchasing registered agent Service, you understand, agree to, and accept the specific purpose and use of a registered agent, which is to be appointed and maintained by a legal entity according to local statutory requirements. The registered agent is generally responsible for maintaining a physical location during regular business hours, receiving legal and government notice on behalf of the represented entity, and delivering documents securely to the entity.
Labyrinth’s registered agent services are limited to the receipt and forwarding of items covered under the state statutes. When receiving process on behalf of the client, Labyrinth shall in no event be held responsible for any part of the lawsuit or claim. Client agrees to indemnify Labyrinth for all claims brought in these processes.
(b)(i) Information We Collect to Provide Registered Agent Services. In the event you order registered agent services, you will be responsible to provide us with (a) the full and accurate legal name of the entity, (b) the full and accurate fictitious names that the entity does business under in the jurisdiction in which order registered agent services on behalf of the entity, (c) prompt notice of any changes to the name of the entity or the fictitious names, (d) all relevant contact information for the person or persons to which you would like us to send service of process, documents, notices, or communications that we receive and that are addressed to any entity or fictitious name that you provide us with, and (e) any additional information as required by federal, state, or local law. Local offices and operations may be provided through an Affiliate. By purchasing registered agent service, you consent to information about you and your legal entity to be shared with an Affiliate, insofar as necessary to provide Service.
(b)(ii) Non-transferability of Registered Agent Service. By entering into this Agreement, you agree that you will not provide or allow anyone else to provide our address to any third-party for any reason, with the exception of providing the address to the government agency (typically the department of state) in each jurisdiction in which you have engaged us to act as a registered agent. Under no circumstances will we be required to forward mail, payments, solicitations, shipments, or other communications we receive as a result of our address being provided to a third-party other than the proper government agency. Separate units of registered agent service must be purchased for each legal entity to be represented in each state where Service is requested. Service may not be transferred or shared between multiple legal entities or from one state to another, with written approval by Labyrinth.
THE WEBSITE INCLUDING SOFTWARE AS A SERVICE IS PROVIDED ON AN “AS IS” AND “WHERE IS” BASIS, WITHOUT ANY WARRANTY. LABYRINTH MAKES NO REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE WEBSITE INCLUDING SOFTWARE AS A SERVICE, INCLUDING BUT NOT LIMITED TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT, INFORMATION, PRODUCT OR SERVICE CONTAINED ON THE WEBSITE INCLUDING SOFTWARE AS A SERVICE, AND EXPRESSLY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. LABYRINTH DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND WHETHER IN CONTRACT, TORT, BREACH OF STATUTORY DUTY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING FROM OR CONNECTED WITH THE WEBSITE INCLUDING SOFTWARE AS A SERVICE, INCLUDING BUT NOT LIMITED TO YOUR USE OF THE WEBSITE INCLUDING SOFTWARE AS A SERVICE OR YOUR INABILITY TO USE THE WEBSITE INCLUDING SOFTWARE AS A SERVICE, EVEN IF LABYRINTH HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE. LABYRINTH WILL NOT BE LIABLE FOR LOSS OF PROFITS, SALES, BUSINESS OR REVENUE; BUSINESS INTERRUPTION; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION; OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE RESULTING FROM YOUR USE OF THE WEBSITE INCLUDING SOFTWARE AS A SERVICE.
LABYRINTH SHALL NOT BE LIABLE FOR ANY INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE WEBSITE INCLUDING SOFTWARE AS A SERVICE. LABYRINTH SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING ATTORNEY FEES, IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OR INABILITY TO USE THE WEBSITE INCLUDING SOFTWARE AS A SERVICE OR THE CONTENT.
Information We Collect to Provide Service
We collect information on you and your business through various methods, including but not limited to online submission forms, questionnaires and Information Request Forms, and email correspondence with Labyrinth employees. These methods, along with any document forms which we have drafted, or which were drafted on our behalf by a third-party engaged by us, that we in turn provide to you for use or that we use on your behalf in providing 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 you provide us with (whether personal in nature or otherwise) as needed to provide the Services that you order, (b) use your electronic signature to submit filings to government agencies and other authorities on your behalf, and (c) communicate with government agencies and other authorities concerning filings that we make on your behalf.
If you order certain types of Services, we may refer you to an independent contractor to provide you with those Services. If you do work with an independent contractor that we refer you to, the terms and conditions in this paragraph will apply. Under no circumstances will we ask or instruct any independent contractor to provide you with legal, tax, or financial advice. Similarly, you agree you will not ask any independent contractor that we refer you to for any legal, tax, or financial advice that relates to or is otherwise connected with the Services. If for any reason you do ask an independent contractor that we have referred you to for legal, tax, or financial advice and the independent contractor provides such advice, then (a) any such advice will be solely at your request, and (b) any lawyer-client, tax advisor-client, or financial advisor-client relationship that results between you and the independent contractor will exclude us. Moreover, regardless of the nature of the Services or advice that an independent contractor that we refer you to provides you with, we will not verify the accuracy or correctness of any Services or advice that the independent contractor provides to you and we will not be in any way responsible or liable for any error or omission of the independent contractor. However, nothing in this Agreement in any way prevents you from filing a claim directly against an independent contractor that we refer you to in the event the independent contractor commits an error or omission. If you work with an independent contractor that we refer you to, that independent contractor may or may not have agreements, terms and conditions, and contractual provisions that it will require you to agree to.
Quality and Accuracy of Our Services
The quality and accuracy of all Services we provide to you will be based almost exclusively on the information and the directives that you provide to us. At no time will we (a) verify the legal or factual accuracy or correctness of any information or direction that you provide to us, (b) verify that any of your business activities, products, licenses, tax filings or services are lawful, (c) provide you with any legal, tax, or financial advice, opinions, or recommendations of any nature whatsoever, (d) provide you with suggestions as to what specific information to include in any documents, or (e) review or analyze your particular factual situation or your plans or strategies.
Under this Agreement, your responsibilities include (but are not limited to) the following: (a) You will provide all information and directives to ensure the Services you order are provided in the manner you want them to be provided in. (b) All information and directives that you provide will be accurate and correct to the best of your knowledge. (c) You will not ask that any document be created or filed that contains information that violates anyone’s intellectual property rights. (d) You will not provide any information that you deem proprietary or confidential. (e) You will not ask that any document be created or filed that contains matter or information that is, or could reasonably be considered, defamatory, libelous, hateful, racially or religiously biased or offensive, obscene, pornographic, unlawful, abusive, or threatening or contains any matter or information that would in any way advocate for or encourage illegal or harmful conduct. (f) You will promptly respond to any request for additional input, information, or document signatures. (i) You will obtain all required authorizations for the use of confidential and personal information from others that you supply to Labyrinth.
Your Responsibilities as a Client
You are responsible for making all arrangements necessary for you to have access to our Website. You are responsible for ensuring that all persons who access our Website through your Internet connection are aware of these Terms and that they comply with them. You acknowledge and agree that performance of the Services shall be dependent on the timely completion of your responsibilities and obligations under this Agreement and that additional fees may apply with respect to any modifications to standard documents or processes made by you or at your request. Notwithstanding anything to the contrary herein, you will be responsible for (a) the accuracy and completeness and the compliance, sufficiency, and effectiveness under applicable law of all data, documents, templates, or other information provided to Labyrinth or inputted into Labyrinth’s system by you, or otherwise modified by them or at their request, and (b) the consequences of any instructions given by you to Labyrinth, (c) informing Labyrinth of any changes in your information, (d) maintaining correct Account permissions and settings.
In the course of rendering services, your timely responses to requests for information, signatures, documentation, and other materials is required for us to provide an effective service to you. Failure to return requested materials to us in a timely fashion can result in delays in providing service, loss of good standing, and the additional filing fees.
When using the Website and/or ordering and using Services, you agree to abide by common standards of decency and act in accordance with the law. By way of example and not limitation, you agree not to: (a) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (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 by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents, (d) Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Websites, Apps or Services, or another’s computer, (e) Conduct or forward surveys, contests, pyramid schemes or chain letters, (f) Download any file posted by another user of a Website, App, or Service that you know, or reasonably should know, cannot be legally distributed in such manner, (g) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded. (h) Violate any applicable laws or regulations, (i) you may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purpose, and (j) you may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
Errors and Corrections
Labyrinth does not represent or warrant that the Website is error free or free of viruses or other harmful components, or that defects will be remedied. Labyrinth does not warrant or represent that the information available on or through the Website will be correct, accurate, timely or otherwise reliable. Labyrinth may make improvements and/or changes to features, functionality or Content on the Website at any time. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or due to your downloading of any content from it, or on any Website linked to it.
You are responsible for configuring your information technology, computer programs and platform in order to access our Website. You should use your own virus protection software.
You must not misuse our Website by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to our Website, the server on which our Website is stored, or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of-service attack.
Website and Forms Ownership
We own all right, title, and interest in and to the Website, all trademarks, trade dress, logos, graphics, and designs on the Website, and our Forms, and nothing in this Agreement can be construed as granting or conveying any such right, title, or interest to you. If we provide you with a Form, we are granting you a limited, personal, non-exclusive, non-transferable license to use the Form for your internal, business use and to make 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 in accordance with the license we have granted to you under this Agreement, or (b) omit or remove any copyright notice from any Form.
No Unlawful or Prohibited Use/Intellectual Property
All content included as part of the Website such as text, graphics, photos, videos, logos, marketing content, whitepapers, blog posts, webinars, images, as well as the compilation thereof, and any software used on the Website, is the property of Labyrinth or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and 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 way exploit any of the content, in whole or in part, found on the Website.
Labyrinth content is not for resale. Your use of the Website does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your company’s or your personal use, and will make no other use of the content without the express written permission of Labyrinth 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 intellectual property of Labyrinth or our licensors except as expressly authorized by these Terms.
Linking to the Website
You may provide links to this Website provided you do so in a fair and legal way. You may not remove or obscure, by framing, mirroring or otherwise, any portion of the Website. You will discontinue providing links to the Website if requested by Labyrinth.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our homepage in any Website that is not owned by you.
We reserve the right to withdraw linking permission without notice.
Links to Third Party Websites
Our Website may contain links to other Websites (“Linked Websites”). The Linked Websites are not under the control of Labyrinth and Labyrinth is not responsible for the contents or security of any Linked Website, including without limitation any link contained in a Linked Website, or any changes or updates to a linked website. Labyrinth is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Labyrinth of the Linked Website or any association with its operators.
Generally, we must receive payment from you prior to providing any Services that you order. In the event we invoice you for Services, the invoice will be due and payable within thirty (30) days of the invoice date. We accept payment by (a) cashier’s check, (b) business check, (c) personal check, (d) ACH, or (e) money order. We do not accept cash payments.
Any payment you make by any check aside from a cashier’s check will not be effective until the check clears and the funds are posted to our account. If you pay for Services by check but the payment is not enough to fully pay for the Services you ordered, we may deposit the check without being deemed 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 the difference owed and you will be obligated to pay any such difference before we provide any Services. If you pay by check and the check is not fully honored by the 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 order processing fee on (a) any amount we have invoiced you and that you fail to pay on or before the due date, and (b) any amount at the discretion of Labyrinth. If you fail to pay any invoiced amount, you will pay all attorney fees and costs we incur in collecting the amount from you irrespective of whether or not we initiate an arbitration or legal proceeding against you.
Automatic Payments-Terms and Conditions
By enrolling in our recurring payment program, you authorize Labyrinth: (a) to initiate recurring automated clearing house (ACH) debit entries from the checking or savings account you specify.
You agree to be bound by any rules your financial institution requires for pre-authorized electronic funds and transfers. You are responsible for all fees charged by your financial institution associated with the pre-authorized payment option.
YOU HAVE THE RIGHT TO TERMINATE YOUR AUTHORIZATION AT ANY TIME ONLINE BY LOGGING INTO YOUR ACCOUNT AND TERMINATING AUTOMATIC PAYMENTS OR BY CALLING LABYRINTH AT 1-888-532-0723.
You must update all changes to your checking/savings account by logging into your account and making the changes. If you do not update your checking/savings account and Labyrinth is unable to withdraw funds from your checking account, or savings account for the amount due on your Labyrinth account, you may be subject to applicable late fees, and any fees or charges assessed by your financial institution.
LABYRINTH SHALL BEAR NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OF ANY KIND THAT YOU MAY INCUR FOR ANY DELAY IN THE ACTUAL DATE ON WHICH YOUR ACCOUNT IS DEBITED.
Labyrinth reserves the right to change these terms and terminate 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 Labyrinth account or any services you receive or other agreements you may have with Labyrinth.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND HOLD US AND OUR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS HARMLESS FROM AND AGAINST, AND WILL PAY TO EACH OF THE FOREGOING THE AMOUNT OF, ANY LOSS, LIABILITY, DAMAGE, OR EXPENSE (INCLUDING, BUT IN NO WAY LIMITED TO, REASONABLE ATTORNEY FEES) INCURRED, WHETHER OR NOT ARISING FROM A THIRD-PARTY CLAIM, THAT ARISES FROM OR RELATES TO ANY CLAIM OF ANY NATURE (WHETHER SOUNDING IN CONTRACT, NEGLIGENCE, OR OTHERWISE) INVOLVING YOUR BREACH OF THIS AGREEMENT, VIOLATION OF LAW, OR WILLFUL MISCONDUCT, RECKLESSNESS, NEGLIGENCE, ERROR, OMISSION, ACTION, OR INACTION. FURTHERMORE, YOU EXPRESSLY AGREE THAT OUR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS ARE THIRD-PARTY BENEFICIARIES OF YOUR OBLIGATION TO INDEMNIFY.
Warranty and Disclaimer
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE DIRECTLY PRECEDING SENTENCE, WE WILL PROVIDE YOU SERVICES AND FORMS ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY NATURE WHATSOEVER REGARDING THE WEBSITE, THE SERVICES, OR THE FORMS INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT.
WITHOUT IN ANY WAY LIMITING THE SCOPE OF THE GENERAL WARRANTY 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 OR OTHER HARMFUL COMPONENTS, (C) WHETHER OR NOT OUR FORMS APPLY TO YOUR PARTICULAR FACTUAL SITUATION, (D) WHETHER OR NOT ANY PROVISION, TERM, OR CONDITION IN ANY FORM IS LEGALLY ENFORCEABLE IN ANY PARTICULAR FACTUAL SITUATION, (E) REGARDING THE CONTENT, ACCURACY, OR RELIABILITY OF ANY TEMPLATE OR DOCUMENT PUBLISHED OR PROVIDED BY ANY GOVERNMENT AGENCY OR OTHER AUTHORITY, (F) REGARDING THE MANNER IN WHICH OR SPEED WITH WHICH A GOVERNMENT AGENCY OR OTHER AUTHORITY WILL PROCESS FILINGS THAT WE MAKE ON YOUR BEHALF, (G) WHETHER OR NOT A PARTICULAR GOVERNMENT AGENCY OR OTHER AUTHORITY WILL APPROVE A FILING THAT WE MAKE ON YOUR BEHALF, OR (H) REGARDING THE QUALITY, ACCURACY, OR RELIABILITY OF ANY SERVICES OR PRODUCTS YOU OBTAIN THROUGH AN INDEPENDENT CONTRACTOR THAT WE REFER YOU TO.
The information, software, products, and services included in or available through the Website may include inaccuracies or typographical errors. Changes are periodically made to the information herein. Labyrinth and/or its suppliers may make improvements and/or changes in the Website at any time. Labyrinth and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on the Website for any purpose.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. LABYRINTH AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LABYRINTH AND/OR ITS SUPPLIERS/AFFILIATES/CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE WEBSITE, WITH THE DELAY OR INABILITY TO USE THE WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LABYRINTH OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU FOR (A) ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, OR LOSS OF OPPORTUNITY; OR (B) DAMAGES IN AN AMOUNT EXCEEDING THE AMOUNT YOU HAVE PAID US FOR SERVICES.
We will not be in violation of this Agreement to the extent we are unable to provide the Website or Services due to any act of God, natural disaster, casualty, accident, shortage of labor or materials, Website interruption or computer system failure, act of government, law, rule, or regulation, act of terrorism, or similar type of event or occurrence beyond our control.
No Class Actions
UNDER NO CIRCUMSTANCES WILL YOU HAVE ANY RIGHT OR AUTHORITY TO BRING OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR ARBITRATION FILED AGAINST OR INVOLVING US.
(a) What is Arbitration? “Arbitration” is a dispute resolution process that is less formal than a traditional court proceeding, 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 into this Agreement, you are expressly agreeing that any dispute or conflict of any nature that arises between you and us will be resolved in binding arbitration. AS A RESULT OF ENTERING INTO THIS AGREEMENT, YOU ARE FOREVER WAIVING (I) YOUR RIGHT OR AUTHORITY TO BRING OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED 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 have a claim against us, you may initiate arbitration against us by sending a written notice addressed as follows:
Attn – Arbitration Notice
1830 Colonial Village Lane
Lancaster, PA 17601
However, such notice will only be effective if it (i) is sent by certified mail, (ii) includes a description of the nature and basis of the claim or dispute, and (iii) specifies the relief (whether monetary or otherwise) that you are seeking from us, i.e. your “Demand,” and the dollar value of such relief if you are seeking monetary relief.
(d) Arbitration Fees and Process. Regardless of the value of your Demand, we will equally split with you the initial arbitration filing fee for any arbitration you initiate, subject to the provisions set forth herein regarding reimbursement. For any arbitration that we initiate against you, we will pay the entire initial arbitration filing fee and will not be entitled to any reimbursement from you regardless of the outcome of the arbitration.
Any arbitration under this Agreement will be administered by the American Arbitration Association under its Consumer Arbitration Rules (the “Rules”) by a single arbitrator who is appointed in accordance with the Rules. You may obtain a copy of the Rules at www.adr.org or by calling 1-800-778-7879.
To the extent the Rules allow, you will have the choice to have the arbitrator decide your claim (i) solely on the basis of documents submitted to the arbitrator, (ii) after a hearing conducted by telephone, or (iii) after a live, in-person hearing is conducted. After you have chosen how the arbitrator will decide your claim, and assuming you have elected to have the arbitrator decide your claim after either a telephone or live, in-person hearing, we will have the option to participate solely by submitting documents or by telephone and we will promptly notify the arbitrator of our choice in that regard. If you or both you and we have indicated a preference for or the Rules otherwise require a live, in-person hearing, the arbitrator will determine the location at which the arbitration hearing will take place per the following 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 will participate by submitting documents or by telephone, then the arbitrator will conduct the arbitration hearing at a specific location of his choice in the county (or parish) where you are domiciled; (ii) if you have requested a live, in-person hearing and the Rules require us or we have indicated we will attend the hearing, then the arbitrator will conduct the arbitration hearing at a specific location of his choice in Lancaster County, Pennsylvania.
If the arbitrator does not award you your full Demand, then we will not be responsible for reimbursing you for arbitration filing fees and the arbitrator will allocate his fees as he deems appropriate, taking into consideration the Rules and the outcome of the arbitration. If, however, an arbitrator awards you your full Demand, then (i) we will reimburse you for the arbitration filing fee you paid, and (ii) the arbitrator may order us to pay some or all of his fees if he deems it appropriate to do so because the value of your Demand is very low relative to the share of the arbitrator’s fees you would otherwise have to pay.
(e) Governing Law and Arbitrator Jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of all arbitration provisions in this Agreement. Any arbitrator selected under the Rules to administer an arbitration under this Agreement will have sole and exclusive jurisdiction to determine the scope, enforceability, and interpretation of the arbitration provisions in this Agreement.
Termination of Our Relationship with You
We may refuse to provide Services or enter into a relationship with anyone at any time, including you. If we enter into a relationship 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 to honor your obligations under this Agreement, (c) you make any attempt to or do in fact use the Website or the Services in any way that could damage or impair our networks or servers, (d) you make any attempt to or do in fact gain unauthorized access to the secure login or otherwise misuse the Website in any way, (e) we learn or suspect that you are attempting to or have used the Website, any of the Services, or any of the Forms to further an unlawful objective, (f) we learn or suspect an unauthorized user is using your account with us, (g) we choose to do so for any reason or no reason at all. If we terminate our relationship with you, we will promptly refund the amounts you paid for the Services minus compensation for any Services we have performed prior to your cancellation, any filing fees we paid on your behalf in performing those Services, and a reasonable processing fee, or (h) if the other Party seeks protection or commences any action under applicable bankruptcy laws or similar laws regarding insolvency or relief for debtor. Labyrinth may terminate this Agreement at any time if legally required or upon belief of Client’s illegal or improper use of the Services.
Effect of Termination. In the event of any such termination, (i) Client will pay Labyrinth for (a) Services provided under this Agreement to Client up through the date of termination and (b) Services that Labyrinth is legally required to provide to Client following termination, (ii) with respect to Registered Agent Services, Client shall also pay all fees in connection with the removal of our local registered agent information from the records of applicable government agencies, and (iii) all rights (including any access and use rights and licenses) granted to Client by Labyrinth under this Agreement related to the terminated Services shall be terminated.
Billing and Cancellation of Registered Agent Services. Registered agent service is billed on an annual basis, unless you have negotiated a longer subscription term. We provide electronic notices of renewals and secure online payment of invoices, and typically provide notice of 90 days prior to the invoice due date. Generally, the appointment and maintenance of a registered agent is required by statute. As long as our local office information is listed on public records, we are considered to be providing Service. To cancel your registered agent service, prior to the due date of your invoice, you must show us that you have (a) changed your registered 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 you wish to cancel after the due date of an invoice, our information must not be listed on state records, and you may be subject to paying outstanding invoices and applicable late fees.
In the event you breach or threaten to breach this Agreement, the damage or imminent damage to our value and goodwill cannot be calculated, and therefore any remedy at law or in damages shall be inadequate. Accordingly, you agree that we are entitled to injunctive relief against you in the event of a breach or threatened breach, in addition to any other relief available to us.
If you access the Website from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Labyrinth content accessed through the Website in any country or in any manner prohibited by any applicable laws, restrictions or regulations. By entering into this Agreement, you and we expressly disclaim the United Nations Convention on Contracts for the International Sale of Goods. As a result, the United Nations Convention on Contracts for the International Sale of Goods will not govern or have any application to the interpretation of this Agreement, any dispute arising from or related to this Agreement, or the relationship between you and us.
You may not assign any contract or order without our prior written consent. In no event shall any permitted assignment relieve you of your obligation to pay and other obligations under this Agreement, but we reserve the right to seek payment and recovery from any lawful assignee or the person or entity which has assumed your assets or business.
You agree that in the event of any legal action brought by or against Labyrinth, the non-prevailing party shall pay to the prevailing party all costs and expenses incurred in connection with such action, including but not limited to attorneys’ fees, lien fees, court costs and any other costs of litigation or collection proceedings.
A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
No delay on our behalf in exercising or any failure by us to exercise any right or remedy available to us under this Agreement will be construed as a waiver unless reduced to writing and signed by us.
If any provision of this Agreement is held invalid or unenforceable by any court or arbitrator of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not specifically held invalid or unenforceable.
Successors and Assigns
This Agreement is binding on your successors, assigns, heirs, legal representatives, and personal representatives. This Agreement is binding on our successors and assigns.
No Third-Party Beneficiaries
Except as otherwise expressly provided in this Agreement, there are no third-party beneficiaries of the Agreement.
Rules for Interpreting this Agreement
In construing this Agreement, the following rules apply: (a) The headings used in this Agreement are for ease of reference only, and cannot be used to construe the Agreement, (b) The singular includes the plural and the plural includes the singular, (c) Common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular, and plural.