Terms of Service

CORPSMART™ (“CORPSMART”) welcomes you to its website: www.CORPSMART.com (the “Website”). By use of the Website, you agree to the following Terms and Conditions of Use (the “Terms of Use”). Do not use the Website if you do not agree with the Terms of Use. All content, information and software provided on or through the Website may be used solely under the following terms and conditions.

Privacy Policy

You acknowledge that CORPSMART™ has established a Privacy Policy (the “Privacy Policy”) with respect to the use of personally identifiable data about individuals who are customers or prospective customers of CORPSMART™ under which:

• CORPSMART™ may collect personally identifiable data about you and make certain uses of the personally identifiable data about you.
• You may direct CORPSMART™ not to notify you of special offers, updated information, and new products and services available from CORPSMART™ or its affiliates.
• CORPSMART™ may make changes to the Privacy Policy at any time in the future.
• By providing CORPSMART™ with personally identifiable data about you, you consent to the collection and use of personally identifiable data about you, subject only to any choices you are permitted to make to limit such use; you acknowledge data security risks and agree to take precautions to assist CORPSMART™ in protecting such data; and you agree that CORPSMART™ may make changes to the Privacy Policy at any time in the future.

The foregoing is simply an outline of the Privacy Policy. A full copy of the Privacy Policy may be viewed by clicking here.

Distribution of Personally Identifiable Data

Circumstances may arise where we are required to disclose your personally identifiable data to third parties for purposes other than to support your customer relationship with CORPSMART™, such as in connection with a corporate divestiture or dissolution where we sell all or a portion of our business or assets (including our associated customer lists containing your personal information), or if disclosure is required by law or is pertinent to judicial or governmental investigations or proceedings.

Links/Third Party Websites

Our Website and html e-mail may contain links to third party websites, which may or may not be operated in conjunction with our Website. We do not monitor or control the personally identifiable data collected when you choose to “click through” links to these websites. The treatment of personally identifiable data by the operators of the third party websites may be different than ours. For details regarding their treatment of personally identifiable data about you, you will need to read their privacy policies or contact them directly.

Proprietary Rights

The content included on the Website such as text, graphics, buttons, logos, digitals, data and software and other materials made available by CORPSMART™ are protected by copyrights, trademarks, services marks, trade secrets and other proprietary rights and laws. You may not copy, modify, reproduce, republish, distribute, display or transmit for commercial, non-profit or public purposes all or any portion of the Website, except to the extent permitted below. Nor are you permitted to reverse engineer, disassemble or create any derivative work from the Website. You may not use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. You may not use any robot, spider, or other automatic device or manual process to monitor or copy the Website without CORPSMART™’s prior written permission.

As a user of the Website, you are granted a nonexclusive, nontransferable, revocable, limited license to access and use the Website in accordance with the Terms of Use. CORPSMART™ does allow you, however, to print one copy of the materials or content for your own personal, noncommercial use, subject to this proprietary notice.

You may provide links only to the homepage of the Website, provided you do not remove or obscure, by framing or otherwise, any portion of the homepage and you discontinue providing links to the Website if requested by CORPSMART™. Any unauthorized use of the Website is prohibited.

Electronic Communication

When you visit our Website or send e-mails to us, you are communicating with us electronically. By doing so, you consent to receive communications from us electronically. Therefore, we will communicate with you by e-mail or by posting notices on the Website. In addition, you agree that all agreements, notices, disclosure and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Not Legal Advice

You understand and acknowledge that (i) neither CORPSMART™ nor its officers, directors, affiliates, subsidiaries, agents and employees (hereinafter “CORPSMART™ and its agents”) is providing any legal advice or services; (ii) you and your officers, directors, affiliates, subsidiaries, agents and employees (hereinafter “you and your agents”) should seek legal advice from your or your agents’ own attorney in connection with the filing of any UCC Filings; (iii) you are solely responsible for all information and instructions provided by you or your agents to CORPSMART™ and its agents and (iv) CORPSMART™ and its agents may rely solely on any and all information and instructions provided by you and your agents to CORPSMART™ and its agents and no further independent verification of such information will be required to be performed by CORPSMART™ or its agents in the performance of any services; (v) you or your agents will provide explicit instructions as to the manner in which CORPSMART™ or its agents will file UCC Filings and although CORPSMART™ or its agents may perform a cursory review of the content of the form and the filing location specified and may make suggestions about such content or location, you are fully responsible for the accuracy, completeness and legality of such content and the legal determination of the proper filing location; (vi) you will provide explicit instructions as to the name(s), place(s) and type(s) of lien(s) to CORPSMART™ or its agents and although CORPSMART™ or its agents may suggest name variations, locations to search and types of indices to search, you are fully responsible for the content of the instructions; (vii) you are solely responsible for all information contained on the Website relating to you or your agents’ UCC Filings; (viii) you are solely responsible for all information contained on the Website relating to you or your agents’ UCC Filings; (ix) you are solely responsible for your or your agents’ computer system, including the ability to provide adequate disk storage, server capacity and other hardware or software required to receive any communication from CORPSMART™; and (x) you are solely responsible for updating any and all information provided to CORPSMART™ regarding your account with CORPSMART™.

CORPSMART™ does not warrant, represent or guaranty the completeness, adequacy or accuracy of the Website. Use of the information on the Website or materials linked from the Website is solely at your own risk.

Disclaimer of Warranties

THE WEBSITE IS PROVIDED “AS IS”, WITHOUT ANY WARRANTY BY CORPSMART™ OR ITS agents OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

Limitation of Liability

CORPSMART™ AND ITS agents WILL NOT BE LIABLE FOR LOSS, COST, DAMAGE OR EXPENSE OR LIABILITY (INCLUDING ATTORNEYS FEES) INCURRED BY YOU OR YOUR agents OR THIRD PARTIES IN CONNECTION WITH THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY UNAVAILABILITY OR INOPERABILITY OF THE WEBSITE, TELECOMMUNICATIONS SYSTEMS OR THE INTERNET, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND OR AS A RESULT OF A VIRUS. In no event will CORPSMART™ OR ITS agents BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT CORPSMART™ OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. THESE LIMITATIONS APPLY IRRESPECTIVE OF THE BASIS OF LIABILITY. IF A JURISDICTION DOES NOT PERMIT SUCH EXCLUSION OR SUCH LIMITATION ON LIABILITY CORPSMART™’S EXCLUSION OR LIMITATION ON LIABILITY WILL BE TO THE EXTENT PERMITTED BY LAW.

Indemnification

You hereby agree that you will hold CORPSMART™ and its agents completely harmless from, and indemnify for, any claims, liabilities or expenses (including attorneys’ fees) arising from or related to you or your agents use of the services provided by CORPSMART™, including but not limited to any loss or damage (including attorneys’ fees) for personal injury, property damage, and any contractual liabilities to any third party. You hereby agree that CORPSMART™ and its agents are entitled to control the defense of such claim or action, and you hereby agree that you and your agents will cooperate with CORPSMART™ or its agents in such defense.

Unlawful Activity

CORPSMART™ reserves the right to investigate complaints or reported violations of the Terms of Use and to take any action we deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.

Remedies for Violations

CORPSMART™ reserves the right to seek all remedies available to it, whether at law or in equity, for violations of the Terms of Use, including but not limited to the right to block access from a particular Internet address to the Website and its features.

Choice of Law; Venue

The Terms of Use are governed by Washington law, without regard to principles of conflict of laws. Further, any claim or action arising out of or relating to the Terms of Use or your use of the Website may be filed only in the state or federal courts located in the county of Thurston, Washington, and you agree to be subject to the personal jurisdiction of such courts.

Termination

CORPSMART™ may cancel or terminate your right to use the Website or any part of the Website at any time without notice. In the event of termination, you are no longer authorized to access the part of the Website affected by such cancellation or termination. The restrictions imposed on you with respect to material downloaded from the website and the disclaimers and limitations of liabilities set forth in the Terms of Use will survive.

Entire Agreement; Severability

The Terms of Use constitute the entire agreement between you and CORPSMART™ with respect to the Website. If any portion is held invalid or unenforceable, the remaining portions will remain in full force and effect and, if possible, the portion found unenforceable will be construed in a manner consistent with the remaining portions.

Modifications

CORPSMART™ reserves the right to change the Terms of Use at any time. Updated versions of the Terms of Use will appear on the Website and are effective immediately. It is your responsibility for regularly viewing the Terms of Use. Your continued use under such revisions or updates constitutes acceptance.