CorporateBoardMinutes.com
User Agreement
This User Agreement ("Agreement" or "User Agreement") is a contract between you and LawVantage.com, LLC and applies to your access to and use of ResBuilderSM, our Internet Corporate Minutes Service Program, currently found at CorporateBoardMinutes.com web site and any related products and services (collectively the "Service"). This Agreement affects your rights and you should read it carefully. We encourage you to print the Agreement or copy it to your computer's hard drive for your reference. For additional information about the Service and how it works, please also consult the CorporateBoardMinutes.com Help (FAQ) page. In this Agreement, "you" or "your" means any person and entity using the Service ("Users"). Unless otherwise stated, " LawVantage.com, LLC," "we" or "our" will refer collectively to LawVantage.com, LLC, a California limited liability company, its officers, managers, members (owners), employees, subsidiaries, affiliates and its and their successors and assigns.
By clicking "I Agree" on the User Agreement page of our website or by accessing the Service you agree to all of the terms and conditions of this User Agreement. You further agree that this User Agreement forms a legally binding contract between you and LawVantage.com, LLC, and that this Agreement constitutes "a writing signed by You" under any applicable law or regulation. Any rights not expressly granted herein are reserved by LawVantage.com, LLC. This User Agreement is subject to change by LawVantage.com, LLC without prior notice (unless prior notice is required by law), by posting of the revised User Agreement on our website. Each year of Services for which you have registered will be subject to the User Agreement, as amended, posted on our website (identified generally by the URL: www.CorporateBoardMinutes.com) at the time that you registered for that year of Service.
1. User Registration. In order to use the Service, you must establish a User Account by completing the registration page and paying the appropriate registration fees. You must establish the User Account for only one privately-held corporation named by you on the registration page (the “Corporation”) and for at least one (1) year of the Service. The term "privately-held corporation" shall mean a corporation, whose stock is either not listed for sale on any stock exchange or, due to securities laws restrictions, may not be sold to the general public. You agree to provide true, accurate and complete registration information and to maintain and promptly update your information, as applicable.
2. Account Activation. For each User paying the User Fees via credit card, the User Account will be activated immediately after approval of the credit card payment by the banks involved in the credit card transaction. For each User paying the User Fees via check or money order, the User Account will be activated immediately after we have received your payment. For each User paying the User Fees via PayPal, the User Account will be activated immediately after we have received your payment from your PayPal account.
3. The Service. As a registered User, you may use the Service to write corporate minutes for the Corporation during each one (1) year period for which you have registered and paid to use the Service. During each one (1) year period for which you have registered and paid to use the Service, you may login to the Service as often as you desire to write corporate minutes for the Corporation for the meetings of its board of directors and its shareholders and for its written consents of directors or shareholders in lieu of meetings that occurred during that paid year.
4. No Multiple Corporations per Account. LawVantage.com, LLC reserves the right to terminate all of your accounts and to restrict you from the system going forward if you use one User Account to prepare corporate minutes for more than one corporation. If you want to prepare corporate minutes for multiple corporations, then you must establish multiple User Accounts and prepare corporate minutes for one privately-held corporation per User Account.
5. User Fees. You agree to promptly pay all User Fees in United States of America dollars (US$) for each year of the Service for which you register. All User Fees are set forth in the User Fee Schedule on our website. All checks must be drawn on a branch bank located in the States of America. LawVantage.com, LLC, in its sole discretion, reserves the right to reject any check and to refuse to activate any related account or accounts. Once you have used the Service to prepare any corporate minutes, the User Fees are earned and non-refundable.
6. Term. For purposes of this User Agreement, all time and date references are to the time and date in Irvine, California, United States of America.
a. Initial Year. Your Initial Year of the Service shall commence on the date that your account has been activated and shall terminate at 12:00 midnight of the three hundred and sixty-fifth (365th) day of the initial year (or in the case of a leap year, the three hundred and sixty-sixth (366th) day). For purposes of this User Agreement, all time and date references are to the time and date in Irvine, California, United States of America. We will send you notice via email if the activation date is different from the registration date.
b. Additional Years of the Service. A Renewal Year is a year that occurs after the Initial Year. A Prior Year is a year that occurred before the Initial Year. At the time of the initial registration or at any time thereafter you may register to add one or more Renewal Years or one or more Prior Years or a combination of both and pay the appropriate registration fees.
(1) Renewal Years. The first Renewal Year shall commence immediately following the expiration of the Initial Year of the Service and shall expire at 12:00 midnight of the three hundred and sixty-fifth (365th) day of the Term (or in the case of a leap year, the three hundred and sixty-sixth (366th) day). Each subsequently registered Renewal Year shall commence immediately following the expiration of the expiring renewal year (or if the account is no longer active, the most recently expired renewal year) of the Service and shall expire at 12:00 midnight of the three hundred and sixty-fifth (365th) day of the Term (or in the case of a leap year, the three hundred and sixty-sixth (366th) day).
(2) Prior Years. The first Prior Year shall commence on the date immediately preceding the commencement date of the Initial Year of the Service and shall expire at 12:01 A.M. of the three hundred and sixty-fifth (365th) day preceding that commencement date (or in the case of a leap year, the three hundred and sixty-sixth (366th) day). Each subsequently registered Prior Year shall commence on the date immediately preceding the commencement date of the earliest previously registered prior year and shall expire at 12:01 A.M. of the three hundred and sixty-fifth (365th) day preceding that commencement date (or in the case of a leap year, the three hundred and sixty-sixth (366th) day).
7. Representations and Warranties.
a. You agree and represent and warrant that you shall only use the Services to prepare corporate minutes for one (1) privately-held corporation per User Account.
b. You agree and represent and warrant that by accessing and using the Service, you are not relying upon, and will not rely upon, the Content of the Site for legal advice. "Content" shall mean any and all news, notices, articles, text, contracts, forms, resolutions, documents, glossaries, and other information that may be created, viewed online, downloaded or printed from or through the Service or any other page of the Site. You represent and warrant that you are either (a) a licensed attorney-at-law and solely responsible for obtaining verification from professional legal materials or (b) although not a licensed attorney-at-law, you have, or you will, consult a licensed attorney-at-law to obtain legal advice regarding your corporate minutes and the matters discussed in your corporate minutes.
c. You agree and represent and warrant that you will not use all or any part of the Service or the Content to offer products or services that compete with the Service.
d. You agree and represent and warrant that you will not, with or without compensation, prepare any derivative works from, or sell, lease, license, e-mail, reproduce, publish, post, transmit or distribute via any print, electronic, computer assisted, Internet-based or other Media, now known or unknown, all or any part of the Service or the Content to any other entity or individual, without the prior written consent of LawVantage.com.
e. You agree and represent and warrant that you will not reproduce in any form, or incorporate into any Internet web Site, virtual private network, ASP or CD-ROM disk or any other information retrieval system of any kind for sale, distribution or viewing (other than for the use permitted above in Section 3) all or any part of the Service or the Content or both.
f. You agree and represent and warrant that you will not restrict or inhibit any other User from using this Site.
g. You agree and represent and warrant that you will cooperate fully with LawVantage.com, LLC to investigate any suspected improper activity including, but not limited to, a suspected breach of a warranty or representation under this User Agreement.
8. Electronic Communications. We use Electronic Communications to reduce our operating costs thereby keeping our fees affordable for most privately-held corporations. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices and other communications regarding your User Account or the Service or both ("Communications"), may be provided to you electronically and you agree to receive all Communications from LawVantage.com, LLC in electronic form. Electronic Communications may be posted on the pages within our website or delivered to your e-mail address or both. You may print a copy of any Communications and retain it for your records. All Communications in either electronic or paper format will be considered to be in "writing," and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the Communication. LawVantage.com, LLC reserves the right, but assumes no obligation to provide Communications in paper format. Your consent to receive Communications electronically is valid until you revoke your consent by notifying LawVantage.com, LLC of your decision to do so by contacting us via e-mail or by telephoning customer service. If you revoke your consent to receive Communications electronically, LawVantage.com, LLC may, in its sole discretion, terminate your right to use the Service.
9. E-mail Address. You agree and warrant that you have access to the Internet and to a current functional personal e-mail address. Although we will take reasonable steps to contact you based on information that you have provided us, LawVantage.com, LLC will not be liable for any undelivered e-mail communications or any costs you incur for maintaining Internet access and an e-mail account. You have an AFFIRMATIVE OBLIGATION to provide LawVantage.com, LLC with a correct and operational e-mail address, and to notify LawVantage.com, LLC promptly as to any changes or cancellations of any and all e-mail addresses you provide LawVantage.com, LLC.
10. Password Protection. We value the privacy of your corporate information. Therefore, you must enter your username and password to login to your Account or the Service. For your privacy protection, you should safeguard the confidentiality of your username and password and only enter your username and password into a page of which the URL begins with https://www.corporateboardminutes.com/. Entering your account password into any page on a site the uses "framing," where a 3rd party site displays a portion of our Site inside a webpage of which the URL is not https://www.corporateboardminutes.com/, is prohibited.
11. Hacking. If you use, or attempt to use the Service for purposes other than an automated corporate minute service and managing your account, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Service, your account will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available.
12. Editing, Deleting and Modification. LawVantage.com, LLC reserves the right in its sole discretion to edit, supplement or delete any portion of the Service or the Content or our Site.
13. Limitation of Liability. Although diligent and reasonable efforts have been made to include accurate and up-to-date Content on our Site including, but not limited to, the Services, LawVantage.com, LLC specifically makes NO REPRESENTATION as to the accuracy of the Content and the applicability of the Content to any actual matters, situations or jurisdictions. Under no circumstances, shall LawVantage.com, LLC or any of its related, affiliated, successor or spin-off companies be liable for any direct, indirect, incidental, special, consequential or punitive damages that result from the use of, or the inability to use, the Service. You acknowledge and agree that the maximum liability of LawVantage.com, LLC for any damages shall be the amount of the User Fees paid by you. You agree that LawVantage.com, LLC is not liable for any defamatory, offensive or illegal conduct of any user or hacker.
14. DISCLAIMER. LAWVANTAGE.COM, LLC MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE CONTENT OF THIS SITE AND LAWVANTAGE.COM, LLC ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT ON THE SITE. THE CONTENT IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
LAWVANTAGE.COM, LLC MAY, FROM TIME TO TIME, PROVIDE LINKS AND POINTERS TO INTERNET SITES MAINTAINED BY THIRD PARTIES ("THIRD PARTY SITES") AND MAY FROM TIME TO TIME PROVIDE THIRD PARTY MATERIALS ON THIS SITE. NEITHER LAWVANTAGE.COM, LLC NOR ITS RELATED, AFFILIATED, SUCCESSOR OR SPIN-OFF COMPANIES OPERATE OR CONTROL ANY INFORMATION, PRODUCTS OR SERVICES ON THESE THIRD PARTY SITES. THE THIRD PARTY MATERIALS IN THIS SITE AND THE THIRD PARTY SITES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO THE APPLICABLE LAW, LAWVANTAGE.COM, LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, LAWVANTAGE.COM, LLC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE THIRD PARTY MATERIALS ON THE THIRD PARTY SITES.
15. Copyright and Trademarks.
a. Copyright. The entire Content of this Site is owned by LawVantage.com, LLC or its Licensors and is protected by the United States Copyright laws and international treaty provisions. Therefore, you must treat all materials as any other copyrighted materials except that you may use the information and materials subject to the limitations and restrictions of use described herein. No Claim is made by LawVantage.com, LLC to copyrighted materials, registered to and/or owned by any suppliers or providers, referenced in and/or linked to this LawVantage.com Site, LLC.
b. Trademarks. ResBuilderSM, LawVantage®, LawAnytimeSM and all related logos, products and services described in the corporateboardminutes.com, lawvantage.com, lawanytime.com websites and in any of our related web sites are either trademarks or registered trademarks of LawVantage.com, LLC, or its licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of LawVantage.com, LLC. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of LawVantage.com, LLC and may not be copied, imitated, or used, in whole or in part, without the prior written permission of LawVantage.com, LLC. No Claim is made by LawVantage.com, LLC to copyrighted materials, trademarks, service marks, and logos registered to and/or owned by any suppliers or providers, referenced in and/or linked to this LawVantage.com Site, LLC.
16. Effect of Expiration or Termination. At the expiration or termination of this Agreement, (a) you shall cease to access and use your Account and the Service; and (b) any rights and licenses granted to you pursuant to this Agreement shall promptly terminate. Upon the expiration or termination of this Agreement, LawVantage.com, LLC, in its sole discretion, may, but need not, continue to maintain information provided by you in the LawVantage.com, LLC database subject to its privacy policy in effect at the time. The purpose is to maintain such information in case you intended to renew, but missed the renewal date.
17. Jurisdiction. LawVantage.com, LLC controls and operates this Site from its headquarters in Irvine, California, United States of America (“USA”), and makes no representation that these materials are appropriate or available for use in other locations. If you use this Site from other locations, you are responsible for compliance with applicable local laws. This Contract shall be treated as though it were executed and performed in Irvine, California, and shall be governed by and construed in accordance with the local, domestic laws of the State of California, USA, without regard to conflict of law principles. All legal proceedings arising out of or in connection with this Contract shall be in the English language and be filed solely in the state or federal Courts located in Orange County, California, USA. You expressly submit to the exclusive jurisdiction of the courts in Orange County, California and consent to extra-territorial service of process including service of process via mail.
18. Assignment. You may not assign or otherwise transfer any rights or obligations you may have under this Agreement without the prior written consent of LawVantage.com, LLC. LawVantage.com, LLC reserves the right to assign or otherwise transfer this Agreement or any right or obligation under this Agreement without your consent.
19. Survival of Certain Provisions. Sections 7 and 11 through 20 of this User Agreement shall survive any expiration or termination of this User Agreement and remain in full force and effect thereafter for a period of twenty years.
20. General Provisions.
(a) No waiver by either party, whether expressed or implied, of any provision of this Agreement, or of any breach or default, shall constitute a continuing waiver of such breach or default of such provision or any other future breach under this Agreement.
(b) If performance of this Agreement is interfered with, for any length of time, by Act of God, war, terrorism, computer hackers, civil commotion, epidemics, natural disasters or other similar occurrences beyond the reasonable control of the interfered party, neither party shall be liable for non-performance of this Agreement for such length of time.
(c) This Agreement shall constitute the entire agreement between the parties hereto relating to the subject matter hereof between the parties. This Agreement may be amended, modified or changed only by either the same electronic means as were used to enter into this Agreement or in a writing that specifically refers to this Agreement, executed by both parties to this Agreement.
(d) If any provision or any portion thereof shall be held to be void or unenforceable in any jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
(e) This Agreement is executed and agreed to in English, and only this English version shall be deemed and constitute the original copy of this Agreement.
(f) Headings of the Sections used in this Agreement are inserted for convenience of reference only and shall in no way affect the interpretation hereof.
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Important LawVantage.com, LLC and its website, CorporateBoardMinutes.com, do not render any legal, accounting or other consulting advice.
For legal advice, you should always consult with a qualified attorney-at-law.
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