Last Modified: April 22, 2024
Acceptance of the Terms of Use
These terms of use are entered into by and between You and Firstbase.io, Inc. ("Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of https://firstbase.io, including any content, functionality, and services offered on or through https://firstbase.io (the "Website"), whether as a guest or a registered user.
Please read the Terms of Use carefully before you start to use the Website. **By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at **https://firstbase.io/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.
This Website is offered and available to users who are 18 years of age or older or if, younger, have received parental consent to incorporate and use Firstbase.io services and products, reside in the United States or a country without any restrictions prohibiting incorporation in the United States, who have citizenship in the United States or a country without any restrictions prohibiting incorporation in the United States. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
IMPORTANT: WE UNABLE TO PROVIDE SERVICES TO FROM CITIZENS OF ALBANIA, BELARUS, BOSNIA, BURUNDI, CENTRAL AFRICAN REPUBLIC, CROATIA, CUBA, CYPRUS, DEMOCRATIC REPUBLIC OF THE CONGO, IRAN, IRAQ, LEBANON, LIBERIA, LIBYA, MACEDONIA, MONTENEGRO, NICARAGUA, NORTH KOREA, RUSSIA, SERBIA, SLOVENIA, SOMALIA, SOUTH SUDAN, SUDAN, SYRIA, UKRAINE (CRIMEA REGION), VENEZUELA, YEMEN, ZIMBABWE DUE TO GOVERNMENT RESTRICTIONS FOR BUSINESS FORMATION.
Our Services
Our business formation and incorporation service (also known as “Firstbase StartTM” is offered to our Firstbase.io customers. It allows our users to form a legal entity in the United States and obtain necessary documents and resources to build a business or company. Users will be able to access documents generated by the Firstbase.io platform, connect with Firstbase.io partners that execute different services for users, and take advantage of perks and discounts within the Firstbase.io Network.
The Experts Subscription Service is offered to our Firstbase.io customers. It allows our users to find trusted legal counsel. Users will be able to access and review the profiles of attorneys, their practice areas, and other helpful information required in selecting legal counsel.
The services available on our Website may allow you to communicate with the attorneys we feature. By using the Website, you do not form an attorney/client relationship with the attorneys available via the Website. Any relationship between you and our attorneys must be governed under separate terms between you and the attorney. At no time do we review the content you communicate to the attorneys, and we advise you not to disclose confidential information, or seek legal advice, opinions or recommendations about your legal rights, via our Website. Firstbase.io is not a law firm and may not perform services performed by an attorney. Firstbase.io and its Website are not a substitute for the advice or services of an attorney.
Our services may also include mailroom services (“Firstbase MailroomTM”) and registered agent services (“Firstbase AgentTM”), each of which are subject to separate terms of service, available at https://firstbase.io/terms.
Fees
In certain instances, we may charge a fee for use of the services available on our Website. You are responsible for any fees applicable to content that you post or other features, products, services or licenses you purchase or that are purchased through your account. You authorize us or our designated payment processor to charge your specified credit card, debit card or other payment method for such fees.
Unless otherwise specified, all fees are in United States dollars and all charges will be made in United States dollars. Any applicable sales or other taxes are additional to the stated fee. Currency exchange settlements and foreign transaction fees are based on your agreement with your credit card or other payment method provider.
Except as required by law or otherwise stated on the site or in the services, all fees are nonrefundable and payments and purchases may not be canceled by the user. However, we reserve the right to refuse or terminate any purchase or attempted purchase at any time in our sole discretion.
Money Back Guarantee
We have incorporated thousands of businesses in the United States with the help of our award-winning customer support team guiding founders through the entire process. If there was a problem with the Services you received, please contact us at help.firstbase.io. A customer service representative will be happy to make every effort to resolve your issue. If we are not able to incorporate your business or if you choose to cancel an unfulfilled service within 7 days of purchase, we will refund back to you 100% of the Firstbase fees that you paid. Please note only Firstbase fees are refundable; all government, state, and third-party fees involved in your filing services are non-refundable to the extent they have already been paid on your behalf.
(a) What is the refund policy?
We stand by our services with a 7-day money back guarantee. Firstbase will issue a full refund within 7 days of purchase not including any state fees or third-party fees.
(b) When does it apply?
We can only refund our fee for issues we are directly responsible for or have control over. If you purchase something and later change your mind, we can't issue a refund. Below you can find the cases where refunds are applicable:
- Request before company registration has been filed (full refund possible if the registered agent has not yet submitted filing to the applicable state)
- Request after registration and before EIN has been applied for and/or IRS form SS4 has been faxed to IRS (partial refund of 50% of Firstbase fees paid)
(c) What can’t be refunded?
Once we submit any paperwork to the government on your behalf, we cannot refund any filing fees. In addition, if you purchase a product through us that is serviced by a third party (such as Firstbase MailroomTM, Firstbase AgentTM, etc.), we cannot refund fees paid to those providers.
Application for Incorporation
The process of setting up a company may take longer than the estimated time if one of the parties involved (e.g., IRS, registered agent, or any other party) requires additional time to process the request.
Once the state formation fee is covered by Firstbase.io, no changes can be made to the selected state of formation or the provided name.
All of the documents will be provided digitally, sent via email, and uploaded to the customer's profile within Firstbase.io. A physical copy of the documents will not be provided.
Cancellation
You may cancel your application for incorporation and get a full refund, as described in the section titled “Money Back Guarantee” above, except as follows:
• We are not able to process a refund once the company formation process is complete.
• We are not able to process a refund while any government agency (e.g., Secretary of State, IRS, or other agency) is reviewing the documents.
• We are not able to process a refund if you are not satisfied with the services provided outside of our website (e.g., by third-party service providers).
Other Fees
The customer is responsible for covering the fees associated with setting up and running a company that are not covered by our services (e.g., notarization fees, CPA fees, and other fees that are not covered by our one-time fee).
Restricted Countries
We are unable to accept applications from citizens of Albania, Belarus, Bosnia, Burundi, Central African Republic, Croatia, Cuba, Cyprus, Democratic Republic of the Congo, Iran, Iraq, Lebanon, Liberia, Libya, Macedonia, Montenegro, Nicaragua, North Korea, Russia, Serbia, Slovenia, Somalia, South Sudan, Sudan, Syria, Ukraine (Crimea region), Venezuela, Yemen, Zimbabwe due to government restrictions. These restrictions are subject to change.
Bank Account & Banking Partners
Our banking partners our third-party entities, and we do not have control over how they underwrite customers or work through your application during the underwriting process.
Our banking partners have specific country restrictions in the following countries: Belarus, Burundi, Central African Republic, Cuba, the Democratic Republic of Congo, Iran, Iraq, Lebanon, Libya, Nicaragua, North Korea, Somalia, South Sudan, Sudan, Syria, Ukraine, Yemen, Zimbabwe. These restrictions are subject to change, so please connect with our team to confirm if there is a solution for your country.
This is specifically a residence requirement, so if citizens of these countries who have since moved elsewhere apply, our banking partner can often approve them.
Termination
The Website contains information on how to terminate your account for the Experts subscription service. If you have purchased use of the Experts subscription service for a specific term, such termination will be effective on the last day of the then-current term. Your order form may provide that a renewal term will begin automatically unless either party provides notice of termination thirty [30] days prior to the commencement of the next renewal term. If you fail to comply with any provision of this Terms of Use, Company may terminate this Terms of Use immediately and retain any fees previously paid by you. Upon any termination of this Terms of Use, you must cease any further use of the Website. If at any time you are not happy with the Website, your sole remedy is to cease using the Services and follow this termination process. Any provisions in this Terms of Use which are required to fulfill their essential purpose shall survive termination of this Terms of Use.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on/or before the date the change is posted on the Website.
Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for both:
• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.
To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
Intellectual Property Rights
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
• Modify copies of any materials from this site.• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
If you wish to make any use of material on the Website other than that set out in this section, please address your request to: hi@firstbase.io.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
Trademarks
The Company name and the Company logo and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
Prohibited Uses
You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:
• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Privacy Policy set out in these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
Additionally, you agree not to:
• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.
User Contributions
The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, dashboards, notifications, uploaded documents, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.
All User Contributions must comply with the Content Standards set out in these Terms of Use.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose/according to your account settings.
You represent and warrant that:
• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• All of your User Contributions do and will comply with these Terms of Use.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.
Monitoring and Enforcement; Termination
We have the right to:
• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Content Standards
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Copyright Infringement
If you believe that any User Contributions violate your copyright, please send an email to mark@firstbase.io for instructions on sending us a notice of copyright infringement.
Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Third-Party Service Provider for IRS Filings
Company may utilize the services of third-party providers to assist in completing certain filings with the Internal Revenue Service (IRS). One such provider is Bookmate.By using Firstbase's services, you acknowledge and agree that Firstbase may share necessary information with Bookmate to facilitate the completion of IRS filings on your behalf. This information may include but is not limited to personal and business data required for tax filings.You understand and acknowledge that Bookmate operates independently from Firstbase and has its own terms of use and privacy policies governing its services. By utilizing Bookmate's services through Firstbase, you agree to abide by Bookmate's terms of use and privacy policies.Firstbase does not control, endorse, or guarantee the accuracy, relevance, or quality of Bookmate's services. Any interactions, transactions, or disputes between you and Bookmate are solely between you and Bookmate, and Firstbase shall not be held liable for any damages or losses arising from such interactions, transactions, or disputes.You acknowledge that Firstbase is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, legality, decency, quality, or any other aspect of Bookmate's services. Therefore, you agree that you access and use Bookmate's services at your own risk.Firstbase reserves the right to add, remove, or modify the use of third-party service providers for IRS filings at any time without prior notice.
Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website
All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Online Purchases and Other Terms and Conditions
All purchases through our site or other transactions for the sale of goods, or products, or services, or information formed through the Website, or resulting from visits made by you, are governed by our Terms of Use, which are hereby incorporated into these Terms of Use.
Additional terms and conditions may also apply to specific portions, services, or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.
Linking to the Website and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
This Website may provide certain social media features that enable you to:
• Link from your own or certain third-party websites to certain content on this Website.
• Send emails or other communications with certain content, or links to certain content, on this Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Website other than the homepage.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Geographic Restrictions
The owner of the Website is based in the State of New York in the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct or death or bodily injury caused by products you purchase through the site.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website
Governing Law and Jurisdiction
All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Arbitration
At Company's sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.
Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Entire Agreement
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Your Comments and Concerns
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Last Modified: March 21, 2023
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE MASTER TERMS AND CONDITIONS (THIS “AGREEMENT”) OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY OTHERWISE USING OR ACCESSING THE SERVICES (AS DEFINED BELOW) (THE “ACCEPTANCE”), YOU AGREE YOU HAVE READ AND ARE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
This Agreement, by and between Customer and Firstbase.io (“Company”), is effective as of the date of Acceptance (the “Effective Date”) and governs Customer’s use of Company’s Firstbase Mailroom Services (the “Services”), as described in Section 1 below. Company reserves the right to change or modify portions of this Agreement at any time. If Company does so, it will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. Company will also notify Customer, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after being posted, except that changes addressing new functions of the Services or changes made for legal reasons may become effective immediately. Customer’s continued use of the Services after any such changes or modifications become effective constitutes acceptance of such changes or modifications. Each of Company and Customer may be referred to herein individually as a “Party” or collectively as “Parties. The Services may be delivered and/or used in connection with other Company products or services, including Firstbase Start, the terms of use for which are available at https://firstbase.io/terms (the “Platform Terms”) and are incorporated by reference in this Agreement. In the event of any conflict between the terms of the Platform Terms and this Agreement, the terms of this Agreement shall govern.
1. Services
1.1 Description of Services
The Services consist of virtual mail services administered through Company’s proprietary platform (the “Platform”). The Services include certain services which are provided by third parties not affiliated with the Company, including but not limited to a third providing PDF to mail functionality and a third party agent located in Customer’s state of incorporation or domicile (the “Local Agent”), as designated and authorized by Customer pursuant to United States Postal Service Form 1583, titled “Application for Delivery of Mail Through Agent” (“Form 1583”). As part of the Services, and subject to execution of Form 1583 by Customer, the Local Agent will:
- Scan all hardcopy mail and upload into the Platform for receipt by the corresponding Customer
- Forward mail to the Customer as requested (postage paid by Customer)
- Recycle mail that is not actioned within 30 days. Requesting a mail action resets the 30 day window.
- Shred uploaded mail upon Customer request; and
- Notify Customers of received mail, forwarded mail status, and respond to Customer queries regarding mail received.
All communications between the Local Agent and Customer will be through the Platform, and subject to the terms of this Agreement. Customer acknowledges and agrees that its access to and use of the Services may be affected by factors outside of Company’s control, including but not limited to actions and omissions of third parties and the requirements set forth by the Local Agent or other third parties, and Company will not be liable or bear any responsibility for such factors. Customer further acknowledges that the services by the Local Agent are limited and that (a) the Local Agent supports the receipt, forwarding, and other processing of only mail and not packages, (b) the Local Agent does not receive or otherwise process mail for individuals or entities other than the Customer, and any mail that is not labeled with the Customer’s company name will be rejected by the Local Agent, and (c) the Local Agent’s forwarding service may not be available to every Customer and will be subject to additional fees. As part of the Services, the Local Agent will assign a mailing address for Customer; however, such address may be changed and/or disabled, at the Local Agent or Company’s discretion, upon written notice to Customer. If disabled, Company or the Local Agent will use reasonable efforts to assign a new address to Customer.
1.2 Subscriptions
Customer will need to purchase a subscription to the Platform to access the Services. Customer may elect a subscription for a bundle of features (a “Mailroom Bundle”), which include Customer’s right to access the Services and may include other products or services that may be offered by the Company through the Platform. All subscription descriptions and pricing are set forth on the Ordering Page (as defined below). Customer’s subscription will renew automatically at the then-current rates for additional periods as set forth on the Ordering Page or if not specified thereon, then annual periods. Company reserves the right to change subscription prices at the end of each subscription term and will provide notice of the change on the Platform or in an email to Customer. Notwithstanding the foregoing, any fees payable to a state authority or other governmental authority is subject to change at any time, upon written notice. Customer’s continued use of the Services after the price change becomes effective constitutes Customer’s agreement to pay the changed amount upon renewal of your subscription and Customer will automatically be charged at the start of each new subscription period in accordance with Section 3. To avoid future subscription charges, Customer must submit to Company (a) proof of change of the Company’s mailing address and (b) written notice indicating Customer’s desire to cancel its subscription at least ten business days before the subscription period renewal date by contacting us by creating a ticket here.
Subject to the foregoing period noted to avoid renewal charges, Customer may cancel at any time and will be permitted to access and use the Services for the remaining period in the then-effective subscription term. All subscription fees are non-refundable and no credits shall be given for any partially used periods.
1.3 Subscription Changes
If Customer elects to change its subscription from a higher tier Mailroom Bundle to a lower tier Mailroom Bundle (“Downgrade”), such Downgrade, including the new fees and any loss of access to features and functionalities provided in the higher tier, will take effect at the start of the next subscription period. In order to Downgrade, Customers with mailing addresses in the states of New York, California, or Florida must submit to Company (a) proof of change of the Company’s mailing address and (b) written notice indicating Customer’s desire to cancel its subscription at least ten business days before the subscription period renewal date by creating a ticket here. No refunds or credits shall be given for any Downgrade. If Customer elects to change its subscription to a higher tier Mailroom Bundle or to any Mailroom Bundle that includes functionalities not included in Customer’s current subscription (“Upgrade”), Customer will be charged the difference in subscription fees required for the new Mailroom Bundle and such Upgrade will take effect following Customer’s payment. An Upgrade will trigger the commencement of a new subscription period and Customer’s subscription will automatically renew thereafter on the anniversary of the date such Upgrade was effective (or based on such other periods as set forth on the Ordering Page).
1.4 Access to Services
Subject to the terms and conditions of this Agreement, Company hereby grants Customer the limited, non-exclusive, non-transferable, non-sublicenseable right to access and use the Platform to access Services and communicate with the Local Agent solely for the purposes hereof. Company will provide Customer with username(s) and password(s) pursuant to which Customer may access the Services. Customer will be responsible for any actions taken by parties with access to such usernames and passwords, and Customer agrees not to disclose such usernames and passwords to any third parties (other than employees of Customer).
1.5 License Restrictions and Responsibilities
Customer will not use the Platform for any purpose other than the purposes expressly set forth herein. Customer may not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform; (b) modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by Company); (c) remove any proprietary notices or labels. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform and Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers and the like.
1.6 License to Customer Data
Customer hereby grants to Company: a non-exclusive, worldwide, royalty-free, fully paid up, sublicenseable (through multiple tiers), transferable right and license to copy, distribute, display and create derivative works of and otherwise use the electronic data or information (including, without limitation scanned or other electronic copies of mail received by Agent on behalf of Customer and uploaded to and/or transmitted through the Platform), submitted or uploaded by Customer and/or its designated Agent to the Platform (collectively, “Customer Data”) solely to exercise its rights and perform its obligations under this Agreement.
1.7 Feedback
Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Company with respect to the Services or Platform. Company will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants to Company a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback, and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.
2. Ownership; Reservation of Rights
Customer acknowledges and agrees that, as between the Parties, Company retains all right, title and interest in and to the Platform and Services and all intellectual property rights therein and thereto. Company grants no, and reserves any and all, rights other than the rights expressly granted to Customer under this Agreement with respect to the Services. Customer will acquire no right, title, or interest in and to the Services other than the limited licensed rights expressly granted under this Agreement. Notwithstanding the foregoing, Customer retains all right, title and interest in and to the Customer Data.
3. Fees; Payment Terms
3.1 Fees
Customer will pay to Company any fees for the Services (“Fees”) set forth on the applicable ordering page on the Platform (“Ordering Page”) in accordance with the terms and conditions set forth herein. Customer may choose to purchase certain related services which will be subject to additional fees separate from the Platform Fees, including but not limited to postage fees for mail forwarding or postage fees for mailing PDF files uploaded by Customer. Payment obligations are non-cancelable and Fees paid are non-refundable.
3.2 Payment Terms
Unless otherwise stated on the Ordering Page, Customer will pay all Fees monthly in advance, and Customer hereby authorizes Company to charge Customer’s credit card each month for the applicable Fees for the term of this Agreement. If payment of any Fees is not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law. If any past due payment has not been received by Company within fifteen (15) days from the time such payment is due, Company may suspend access to the Services until such payment is made.
3.3 Net of Taxes
All amounts payable by Customer to Company hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, knowhow payments, customs, privilege, excise, sales, use, value-added and Platform taxes (collectively “Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Company. Customer will not withhold any Taxes from any amounts due Company.
4. Term; Termination
4.1 Term; Termination
Subject to earlier termination as set forth in this Agreement, the term of this Agreement will commence on the Effective Date and continue for the initial term set forth in the Ordering Page, and shall automatically renew for additional monthly periods, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. In addition, a Party may terminate this Agreement (a) for convenience upon thirty (30) days prior written notice to the other party or (b) immediately if the other Party breaches any material provision of this Agreement and does not cure such breach within fifteen (15) days after receiving written notice thereof, provided that if Customer wishes to terminate this Agreement, Customer must first submit to Company proof of change of the Company’s mailing address.
4.2 Effect of Termination
In the event that this Agreement expires or is terminated for any reason, all rights with respect to the Services will immediately terminate, and Customer will (a) cease use of the Services; (b) return to Company or destroy, in Company’ sole discretion, all copies or other embodiments of Company’s Confidential Information; and (c) pay to Company all amounts due and owing under this Agreement. Upon termination for any reason other than Customer’s material breach, Customer will have access to the Platform for a period of at least thirty (30) days to retrieve its Customer Data.
4.3 Survival
Upon termination of this Agreement, all obligations in this Agreement will terminate, provided that Sections 1.5 (License Restrictions and Responsibilities), 1.6 (License to Customer Data), 1.7 (Feedback), 2 (Ownership; Reservation of Rights), 3 (Fees; Payment Terms), 4 (Term; Termination), 5 (Confidentiality), 6.2 (Disclaimer), 7 (Limitations of Liability), 8 (Indemnification) and 9 (General) will survive.
5. Confidentiality
5.1 Definition of Confidential Information
“Confidential Information” means, subject to the exceptions set forth in Section 5.2 hereof, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a party (the “Discloser”) to the other party (the “Recipient”) and that (a) the Discloser has marked as confidential or proprietary, or (b) the Discloser identifies as confidential at the time of disclosure with written confirmation within fifteen (15) days of disclosure to the Recipient; provided, however, that reports and/or information related to or regarding the Discloser’s business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers billing records, and products or services will be deemed Confidential Information of the Discloser even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in Section 5.2 hereof. For the avoidance of doubt, the Services is Confidential Information of Company.
5.2 Exceptions to Confidential Information
Confidential Information will not include any information which: (a) the Recipient can show by written record was in its possession prior to disclosure by the Discloser hereunder, provided that the Recipient must promptly notify the Discloser of any prior knowledge; (b) appears in issued patents or printed publications in integrated form or which otherwise is or becomes generally known by the public other than through the Recipient’s failure to observe any or all terms and conditions hereof; or (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favor of Discloser.
5.3 Use and Disclosure of Confidential Information
The Recipient may only use the Confidential Information for the purpose of performing its obligations and exercising its rights hereunder. The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient’s employees who are required to have access to such Confidential Information in connection with the performance of the Recipient’s obligations, or the exercise of the Recipient’s rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in this Agreement. The Recipient will use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of this Agreement.
5.4 Disclosures Required by Law
In the event that the Recipient is required by law to make any disclosure of any of the Confidential Information of the Discloser, by subpoena, judicial or administrative order or otherwise, the Recipient will first give written notice of such requirement to the Discloser, and will permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection.
6. Representations and Warranties; Disclaimer
6.1 Representations and Warranties
Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties.
6.2 Disclaimers
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND COMPANY DISCLAIMS ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM OR SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED.
7. Limitations of Liability
7.1 Disclaimer of Consequential Damages
IN NO EVENT WILL COMPANY BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.
7.2 General Cap on Liability
UNDER NO CIRCUMSTANCES WILL COMPANY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID AND PAYABLE BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
7.3 Independent Allocations of Risk
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
8. Indemnification; Release
8.1 Indemnification
Customer will indemnify, defend and hold Company and its affiliates and their respective officers, directors, agents, and employees of Company (“Company Releasees”) harmless from Liabilities that are payable to any third party by the Company Indemnified Parties (including reasonable attorneys' fees) arising from, directly or indirectly, any claim, demand or allegation by a third party that arises out of or is in connection with any use by Customer of the Services (including any third party services accessed or purchased through the Platform) in violation of this Agreement.
8.2 Release
Customer acknowledges and agrees that all services separate from the Platform (including but not limited to the receipt, processing, notification, delivery, and/or destruction of Customer’s mail and the printing, processing, and/or delivery of PDF files provided by Customer) will be performed by Customer’s designated Local Agent or another third party, and Customer hereby waives and releases the Company Releasees from any and all causes of action, claims and damages relating to such services.
9. General
The terms and conditions of this Agreement are severable. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither Party may assign this Agreement without the other Party’s prior written consent; provided, that, either Party may assign this Agreement without such consent to an affiliate or to a successor to all or substantially all of the business or assets to which this Agreement relates, whether by sale of stock, sale of assets, merger, reorganization or otherwise. Any assignment or attempted assignment by either Party in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be binding on the Parties and their successors and assigns. Both Parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a Party does not have any authority of any kind to bind the other Party in any respect whatsoever. All notices under this Agreement will be in writing and sent to the recipient’s address set forth above and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Each Party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a Party's financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Except as otherwise agreed upon by the Parties in writing, in the event such non-performance continues for a period of thirty (30) days or more, either Party may terminate this Agreement by giving written notice thereof to the other Party. This Agreement will be governed by the laws of the State of New York without regard to its conflict of laws provisions. For all disputes relating to this Agreement, each Party submits to the exclusive jurisdiction of the state and federal courts located in New York, New York and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Customer acknowledges that any unauthorized use of the Platform or Services will cause irreparable harm and injury to Company for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, Customer further agrees that Company will be entitled to injunctive relief in the event Customer uses the Platform or Services in violation of the limited license granted herein or uses the Platform or Services in any way not expressly permitted by this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
Last Modified: March 21, 2023
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE AGENT SERVICES TERMS AND CONDITIONS (THIS “AGREEMENT”) OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY OTHERWISE USING OR ACCESSING THE SERVICES (AS DEFINED BELOW) (THE “ACCEPTANCE”), YOU AGREE YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “YOU” OR “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
This Agreement, by and between Customer and Firstbase Agent LLC (“Company”), is effective as of the date of Acceptance (the “Effective Date”) and governs Customer’s use of certain services as described in Section 1 below (collectively, the “Services”). Company reserves the right to change or modify portions of this Agreement at any time. If Company does so, it will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. With respect to changes that materially adversely impact Customer’s use of the Services, Company will also use commercially reasonable efforts to notify Customer, either through the Platform user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than thirty (30) days after being posted, except that changes addressing new functions of the Services or changes made for legal reasons may become effective immediately. Customer’s continued use of the Services after any such changes or modifications become effective constitutes acceptance of such changes or modifications. Each of Company and Customer may be referred to herein individually as a “Party” or collectively as “Parties”. Customer’s use of the Services shall be subject to the terms of this Agreement and all other terms, agreements and policies referenced herein and Customer agrees that its Acceptance hereunder shall also constitute its acceptance of such other terms, agreements and policies.
1. Services
1.1 Description of Services
The Services provide Customer with (a) registered agent appointment services which will assist Customer to (i) appoint either Company or a third party service provider engaged by Company as Customer’s officially designated agent in Customer’s state of incorporation, organization or domicile (the “Registered Agent”) to receive service of process notices, government correspondence and compliance-related documents on behalf of Customer and (ii) change its Registered Agent designation, (b) foreign state qualification services which will assist Customer to obtain foreign qualification (and corresponding Registered Agent services) for a Customer entity in a state other than the state in which the entity was incorporated or formed (“Foreign Qualification”), as well as preparation and filing of annual reports and franchise tax as required by applicable states (“Annual Reports”), and (c) state payroll tax registration which will assist Customers to obtain Customer’s unemployment insurance and withholding accounts (“Payroll Tax Registration”). All Services are made available and administered through Company’s proprietary platform operated by or on behalf of the Company or one of its affiliates (the “Platform”). All use of the Platform shall be subject to the Platform terms of use available at https://firstbase.io/terms (the “Platform Terms”) and Customer hereby agrees and acknowledges its Acceptance of the Platform Terms. In the event of any conflict between the terms of the Platform Terms and this Agreement, the terms of this Agreement shall govern. Furthermore, all Services require Customer to be and remain in good standing in in Customer’s state of incorporation, organization or domicile and all other states in which Customer obtains a Foreign Qualification. If Customer fails to maintain its good standing in the applicable state(s), Company may immediately suspend Customer’s access to any or all of the Services until Customer provides Company a certificate of good standing or other evidence of its cure of any compliance issues.
1.2 Registered Agent Services
If Customer is a new customer of Company and uses the Platform to incorporate or form a new corporation or limited liability company, it may use the Services to designate its Registered Agent as part of the corresponding incorporation/formation services administered through the Platform. If an existing Customer has already formed or incorporated an entity using the Platform it may opt-in to the Services hereunder, and in connection therewith may be required to execute forms appointing its Registered Agent in the applicable state(s). Similarly, if Customer is a new customer to Company and/or otherwise has an existing entity that was not incorporated or formed by the Company or otherwise using the Platform, it may subscribe to the Services, and in such event must execute applicable forms appointing its Registered Agent in the applicable state(s). Customer will be responsible for all applicable state filing fees for appointing and/or changing its Registered Agent designation.
1.3 Other Services
Subject to payment of applicable state filing fees, a Customer may also utilize the Foreign Qualification, Annual Reports, and Payroll Tax Registration functionalities of the Services.
1.4 Subscriptions
Customer will need to purchase a subscription to the Platform to access the Services. Customer may elect a subscription solely for the Services or a bundle of Platform features (“Agent Bundles”), which include Customer’s right to access the Services along with other products or services that may be offered by the Company through the Platform. All subscription descriptions and pricing are set forth on the Ordering Page (as defined below). Customer’s subscription will renew automatically at the then-current rates for additional periods as set forth on the Ordering Page or if not specified thereon, then annual periods. Company reserves the right to change subscription prices at the end of each subscription term and will provide notice of the change on the Platform or in an email to Customer. Notwithstanding the foregoing, any fees payable to a state authority or other governmental authority is subject to change at any time, upon written notice. Customer’s continued use of the Services after the price change becomes effective constitutes Customer’s agreement to pay the changed amount upon renewal of your subscription and Customer will automatically be charged at the start of each new subscription period in accordance with Section 3. To avoid future subscription charges, Customer must submit to Company (a) proof of change of the Company’s Registered Agent and (b) written notice indicating Customer’s desire to cancel its subscription at least ten business days before the subscription period renewal date by emailing support@firstbase.io. Subject to the foregoing period noted to avoid renewal charges, Customer may cancel at any time and will be permitted to access and use the Services for the remaining period in the then-effective subscription term. All subscription fees are non-refundable and no credits shall be given for any partially used periods.
1.5 Subscription Changes
If Customer elects to change its subscription from a higher tier Agent Bundle to a lower tier Agent Bundle (“Downgrade”), such Downgrade, including the new fees and any loss of access to features and functionalities provided in the higher tier, will take effect at the start of the next subscription period. No refunds or credits shall be given for any Downgrade. If Customer elects to change its subscription to a higher tier Agent Bundle or to any Agent Bundle that includes functionalities not included in Customer’s current subscription (“Upgrade”), Customer will be charged the difference in subscription fees required for the new Agent Bundle and such Upgrade will take effect following Customer’s payment. An Upgrade will trigger the commencement of a new subscription period and Customer’s subscription will automatically renew thereafter on the anniversary of the date such Upgrade was effective (or based on such other periods as set forth on the Ordering Page).
1.6 Access to Services
Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely to access the Services and communicate with the Registered Agent, in each case solely for Customer’s internal business purposes.
1.7 Registration; Additional Information
To access the Services, Customer needs to register on the Platform. As part of the registration process, Company will provide Customer with username(s) and password(s) for to create an account (“Account”). Customer agrees to provide and maintain true, accurate, current, and complete information for its Account. Customer is responsible for maintaining the confidentiality of the password and Account details and agrees not to disclose such Account details to any third parties (other than employees of Customer). Customer is fully responsible for any and all activities that occur under Customer’s Account and any actions taken by parties with access to Customer’s Account. Furthermore, from time to time, Company may request additional information, documents or other materials necessary for Company’s performance of Services. Company will be excused from meeting specified deadlines or performing specified responsibilities to the extent the Company’s delays or failures are caused by Customer’s delays or failures in providing the Company with reasonable cooperation or access to information, documentation or other materials necessary for the performance of Services.
1.8 Access Restrictions and Responsibilities
Customer will not use the Platform or Services for any purpose other than the purposes expressly set forth herein. Customer may not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform; (b) modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by Company); (c) remove any proprietary notices or labels; (d) use bots, hacks, mods or any other unauthorized software designed to modify the Platform; (e) circumvent, remove, alter or thwart any technological measure or content protections of the Platform; (f) use any spider, crawler, scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or otherwise accesses the Platform to monitor, extract, copy or collect information or data from or through the Platform or engage in any manual process to do the same; (g) introduce any viruses, trojan horses, worms, bombs or other materials that are malicious or technologically harmful into Company’s systems or (h) access or use the Platform or Services in any way not expressly permitted by this Agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform and Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers and the like.
1.9 Customer Data
Customer hereby grants to Company: a non-exclusive, worldwide, royalty-free, fully paid up, sublicenseable (through multiple tiers), transferable right and license to copy, distribute, display and create derivative works of and otherwise use the electronic data or information (including, without limitation scanned or other electronic copies of mail received by the Registered Agent on behalf of Customer and uploaded to and/or transmitted through the Platform), submitted or uploaded by Customer and/or its Registered Agent to the Platform (collectively, “Customer Data”) (a) to exercise its rights and perform its obligations under this Agreement, (b) solely on an aggregated basis, to improve and enhance the Services and/or Platform and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings. The term of the license in clause (a) of the preceding sentence will be for the term of this Agreement, and the term of the license granted in clause (b) of the preceding sentence will be perpetual. Customer represents and warrants that it has obtained all licenses, permits, consents and authorizations required to provide the Customer Data to Company and for Company’s use as set forth herein. Furthermore, Company shall have the right to collect and analyze data and other information relating to Customer’s use of the Services and related systems and technologies, and Company will be free (during and after the term of this Agreement) to use such information and data in connection with the Company’s conduct of its business.
1.10 Feedback
Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback with respect to the Services or Platform (“Feedback”) to Company. Company will have full discretion to determine whether or not to proceed with any Feedback or any other potential enhancements, new features or functionality. Customer hereby assigns Company all right, title and interest in and to the Feedback.
2. Ownership; Reservation of Rights
Customer acknowledges and agrees that, as between the Parties, Company retains all right, title and interest in and to the Platform and Services and all intellectual property rights therein and thereto. Company grants no, and reserves any and all, rights other than the rights expressly granted to Customer under this Agreement with respect to the Services. Customer will acquire no right, title, or interest in and to the Services other than the limited licensed rights expressly granted under this Agreement. Notwithstanding the foregoing, subject to the rights granted under Section 1.9, Customer retains all right, title and interest in and to the Customer Data.
3. Fees; Payment Terms
3.1 Fees
Customer will pay to Company any fees for the Services (“Fees”) set forth on the applicable ordering page on the Platform (“Ordering Page”) in accordance with the terms and conditions set forth herein. In addition to the Fees for the Services, Customer is responsible for all filing fees and other fees payable to a state authority or other governmental authority. Payment obligations are non-cancelable and Fees paid are non-refundable and no credits shall be given for any partially used periods.
3.2 Payment Terms
Customer will be required to provide Company with information regarding its credit card or other payment instrument when you sign up for an Account. Customer represents and warrants to Company that such information is true and that Customer is authorized to use the payment instrument. Customer will promptly update its Account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Customer hereby authorizes Company to charge Customer’s credit card for the applicable Fees for the term of this Agreement. All subscription fees will be paid annually in advance and other fees will be charged when incurred.
3.3 Net of Taxes
All amounts payable by Customer to Company hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, know-how payments, customs, privilege, excise, sales, use, value-added and Platform taxes (collectively “Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Company. Customer will not withhold any Taxes from any amounts due Company.
4. Term; Termination
4.1 Term; Termination
Subject to earlier termination as set forth in this Agreement, the term of this Agreement will commence on the Effective Date and continue for the initial term set forth in the Ordering Page, and shall automatically renew for additional periods as set forth on the Ordering Page or if not specified thereon, then annual periods, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. In addition, a Party may terminate this Agreement immediately if the other Party breaches any material provision of this Agreement and does not cure such breach within fifteen (15) days after receiving written notice thereof. Furthermore, Company reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason, including but limited to changes in applicable law and government mandates.
4.2 Suspension
In addition to the rights in Section 4.1, Company may immediately suspend Customer’s access to any or all of the Services (including withdrawing from or refusing to act as Customer’s Registered Agent) upon written notice for any or no reason, including if (a) Customer fails to make a payment of Fees being due or if there is a billing error or if Company is not otherwise able to process Customers payment when due, (b) Customer is not in good standing or is otherwise not in compliance with applicable laws, (c) Customer fails to provide Company with timely and accurate information required for Company to provide the Services or (d) Company reasonably suspects that Customer is breaching any of the restrictions in Section 1.8. No refunds or credits shall be provided during any periods of suspension of the Services. If Customer is not in good standing in all applicable state(s), it is Customer’s responsibility to re-establish good standing and provide Company a certificate of good standing or other evidence of its cure of any compliance issues in order to restart the applicable suspended Services.
4.3 Effect of Termination
In the event that this Agreement expires or is terminated for any reason, all rights with respect to the Services will immediately terminate, and Customer will (a) cease use of the Services; (b) return to Company or destroy, in Company’ sole discretion, all copies or other embodiments of Company’s Confidential Information (as defined below); and (c) pay to Company all amounts due and owing under this Agreement. All of Customer Data and all other data associated with Customer’s Account may be permanently deleted by Company upon any termination of this Agreement in its sole discretion.
4.4 Survival
Upon termination of this Agreement, all obligations in this Agreement will terminate except for those which by their nature shall survive, including without limitation Sections 1.8 (Access Restrictions and Responsibilities), 1.9 (License to Customer Data), 1.10 (Feedback), 2 (Ownership; Reservation of Rights), 3 (Fees), 4 (Term; Termination), 5 (Confidentiality), 9.2 (Disclaimers), 10 (Limitations of Liability), 11 (Indemnification; Release) and 12 (General) will survive.
5. Confidentiality
5.1 Definition of Confidential Information
“Confidential Information” means, subject to the exceptions set forth in Section 5.2 hereof, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a party (the “Discloser”) to the other party (the “Recipient”) and that the Discloser has marked as confidential or proprietary, or that a reasonable person would understand to be confidential in light of the circumstances of disclosure, including all business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers billing records, and information regarding the Discloser’s products or services. For the avoidance of doubt, all information relating to the Platform, the Services, fees and the terms of this Agreement is the Confidential Information of Company.
5.2 Exceptions to Confidential Information
Confidential Information will not include any information which: (a) the Recipient can show by written record was in its possession prior to disclosure by the Discloser hereunder, provided that the Recipient must promptly notify the Discloser of any prior knowledge; (b) appears in issued patents or printed publications in integrated form or which otherwise is or becomes generally known by the public other than through the Recipient’s failure to observe any or all terms and conditions hereof; or (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favor of Discloser.
5.3 Use and Disclosure of Confidential Information
The Recipient may only use the Confidential Information for the purpose of performing its obligations and exercising its rights hereunder. The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient’s employees who are required to have access to such Confidential Information in connection with the performance of the Recipient’s obligations, or the exercise of the Recipient’s rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in this Agreement. The Recipient will use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of this Agreement.
5.4 Disclosures Required by Law
In the event that the Recipient is required by law to make any disclosure of any of the Confidential Information of the Discloser, by subpoena, judicial or administrative order or otherwise, the Recipient will first give written notice of such requirement to the Discloser, and will permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection.
6. Third Party Service
The Services may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”) including information made available through such Third-Party Services. For example, Customer may be able to access certain information relating to Customer’s good standing status, as made available through a Third-Party Service. Company has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services. Company enables these Third-Party Services merely as a convenience. Customer is solely responsible for confirming all information made available from Third-Party Services.
7. Self Help Tools
The Services may provide to Customer certain documents, tools, and ancillary services for Customer to use for its own benefit (“Self Help Tools”). For example, Customer may be provided with tax form templates that are pre-populated with information associated with Customer’s Account. Company provides Self Help Tools merely as a convenience and all use of the Self Help Tools is at Customer’s own risk. Company does not investigate, monitor, or check for accuracy, appropriateness, or completeness of any Self Help Tools or Customer’s use of Self Help Tools. Company shall not be responsible, and Customer is solely responsible for its use of all Self Help Tools, including but not limited to confirming the applicability and appropriateness of the Self Help Tools, the accuracy of information contained in Self Help Tools, and compliance with laws, procedures, guidelines, and other rules associated with Self Help Tools. Company may offer ancillary services to the Self Help Tools, such as assisting Customer to submit tax forms completed using the Self Help Tools to the IRS; however, notwithstanding such Company assistance, Customer remains responsible for the content of any forms, documents or other materials generated using the Self Help Tools. To the extent Customer provides to the Company any information (including but not limited to personal information) as part of Customer’s use of the Self Help Tools, such information shall be deemed Customer Data and subject to the terms of Section 1.9.
8. Consent To Electronic Communications
By using the Services, Customer consents to receiving electronic communications from Company regarding the Services at the email account associated with Customer’s Account. Customer agrees to waive all claims resulting from failure to receive communications because of changes in Customer’s e-mail address which changes are not reflected in your Account. Customer agrees that any notices, agreements, disclosures, or other communications relating to the Services or this Agreement that Company sends to you electronically (including via the Services) will satisfy any legal communication requirements, including that such communications be in writing. Without limitation of the foregoing, Customer agrees to be bound by any affirmation, assent, or agreement Customer transmits through the Services, including but not limited to any consent you give to receive communications from Company solely through electronic transmission.
9. Representations and Warranties; Disclaimer
9.1 Representations and Warranties
Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties.
9.2 Disclaimers
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND PLATFORM ARE PROVIDED ON AN “AS-IS” BASIS AND COMPANY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM IS ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED.
10. Limitations of Liability
10.1 Disclaimer of Consequential Damages
IN NO EVENT WILL COMPANY BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF
10.2 General Cap on Liability
UNDER NO CIRCUMSTANCES WILL COMPANY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID AND PAYABLE BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
10.3 Independent Allocations of Risk
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
11. Indemnification; Release
11.1 Indemnification
Customer will indemnify, defend and hold Company and its affiliates and their respective officers, directors, agents, and employees of Company (“Company Parties”) harmless from and against liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) incurred by the Company Parties in connection with any claim, demand or allegation by a third party that arises out of or is in connection with (a) any use by Customer of the Services in violation of this Agreement, (b) Customer’s non-compliance with any applicable laws and regulations, and (c) Customer’s gross negligence and willful misconduct.
11.2 Release
Customer acknowledges and agrees that certain services (including receipt, processing, notification, delivery, and/or destruction of Customer’s mail) may be performed by persons or entities not affiliated with Company, and Customer hereby waives and releases the Company Releasees from any and all causes of action, claims and damages relating to such services.
12. General
The terms and conditions of this Agreement are severable. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither Party may assign this Agreement without the other Party’s prior written consent; provided, that, either Party may assign this Agreement without such consent to an affiliate or to a successor to all or substantially all of the business or assets to which this Agreement relates, whether by sale of stock, sale of assets, merger, reorganization or otherwise. Any assignment or attempted assignment by either Party in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be binding on the Parties and their successors and assigns. Both Parties agree that this Agreement, together with the Platform Terms, is the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. No agency, partnership, joint venture, or employment is created as a result of this Agreement and each Party does not have any authority of any kind to bind the other Party in any respect whatsoever. All notices under this Agreement will be in writing and sent, if to Company, to the address set forth in Section 13 below and if to Customer, to the address associated with Customer’s Account and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Each Party will be excused from performance (other than performance of payment obligations) for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (a “Force Majeure Event”). In the event such non-performance continues for a period of thirty (30) days or more, the Party not affected by the Force Majeure Event may terminate this Agreement by giving written notice thereof to the other Party. This Agreement will be governed by the laws of the State of New York without regard to its conflict of laws provisions. For all disputes relating to this Agreement, each Party submits to the exclusive jurisdiction of the state and federal courts located in New York, New York and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Customer acknowledges that any unauthorized use of the Platform or Services will cause irreparable harm and injury to Company for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, Customer further agrees that Company will be entitled to injunctive relief in the event Customer uses the Platform or Services in violation of the limited license granted herein or uses the Platform or Services in any way not expressly permitted by this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
13. Contact Information
Company is available at support@firstbase.io for any questions regarding this Agreement, the Platform or the Services.
Last Modified: March 8th, 2024
This Agreement, by and between Customer and Firstbase.io(“Company”), is effective as of the date of Acceptance (the “Effective Date”) and governs Customer’s use of certain services as described in Section 1 below (collectively, the “Services”). Company reserves the right to change or modify portions of this Agreement at any time. If Company does so, it will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. With respect to changes that materially adversely impact Customer’s use of the Services, Company will also use commercially reasonable efforts to notify Customer, either through the Platform user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than thirty (30) days after being posted, except that changes addressing new functions of the Services or changes made for legal reasons may become effective immediately. Customer’s continued use of the Services after any such changes or modifications become effective constitutes acceptance of such changes or modifications. Each of Company and Customer may be referred to herein individually as a “Party” or collectively as “Parties”. Customer’s use of the Services shall be subject to the terms of this Agreement and all other terms, agreements and policies referenced herein and Customer agrees that its Acceptance hereunder shall also constitute its acceptance of such other terms, agreements and policies.
1. Services
1.1 Description of Services
The Services provide Customer with (a) accounting services through “Firstbase Accounting” including(i) ongoing bookkeeping services; as defined as registering and categorizing financial transactions to prepare financial statements (ii) Firstbase reserves the right to change bookkeepers at discretion (b) financial statement preparation (c) ad hoc accounting requests , and (d) other ancillary functionality. All Services are made available and administered through Company’s proprietary platform operated by or on behalf of the Company or one of its affiliates (the “Platform”). All use of the Platform shall be subject to the Platform terms of use available at https://firstbase.io/terms (the “Platform Terms”) and Customer hereby agrees and acknowledges its Acceptance of the Platform Terms. In the event of any conflict between the terms of the Platform Terms and this Agreement, the terms of this Agreement shall govern.
1.2 Other Services
Customer may elect to have Firstbase Accounting file their annual tax returns for an additional fee, as set forth on the ordering page. Certain Customers may be required to electronically file Form 114, Report of Foreign Bank and Financial Accounts (FBAR) with the U.S. Department of the Treasury. Unless otherwise specifically agreed in writing, we will not prepare, file, or provide assistance with this form. In addition to the ongoing services, Firstbase Accounting may provide catchup bookkeeping services for an additional fee, as determined on a customer-by-customer basis.
1.3 Subscriptions
Customer will need to purchase a subscription to the Platform to access the Services. All subscription descriptions and pricing are set forth on the Ordering Page (as defined below). Customer’s subscription will renew automatically at the then-current rates for additional periods as set forth on the Ordering Page or if not specified thereon. Company reserves the right to change subscription prices at the end of each subscription term and will provide notice of the change on the Platform or in an email to Customer. Customer’s continued use of the Services after the price change becomes effective constitutes Customer’s agreement to pay the changed amount upon renewal of your subscription and Customer will automatically be charged at the start of each new subscription period in accordance with Section 3.(a) Customers may cancel their subscription by emailing support@firstbase.io at least two business days before the subscription period renewal date. Subject to the foregoing period noted to avoid renewal charges, Customer may cancel at any time and will be permitted to access and use the Services for the remaining period in the then-effective subscription term. All subscription fees are non-refundable and no credits shall be given for any partially used periods.
1.4 Subscription Changes
Subscription pricing is determined based on a company’s monthly operational expenses, where operational expenses are defined as the sum of Cost of Goods Sold and expenses for a given month. Customer will be graduated to a higher pricing tier when the trailing three-month average of cash-based operational expenses exceeds their current pricing plan, with the exception of the base plan where Customer will be graduated upon reaching $2,500 in a single month’s expense. The new plan price will take effect at the start of the next subscription period.
1.5 Access to Services
Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely to access the Services and communicate with the Bookkeeper, in each case solely for Customer’s internal business purposes.
1.6 Registration; Additional Information
To access the Services, Customer needs to register on the Platform. As part of the registration process, Company will provide Customer with username(s) and password(s) to create an account (“Account”). Customer agrees to provide and maintain true, accurate, current, and complete information for its Account. Customer is responsible for maintaining the confidentiality of the password and Account details and agrees not to disclose such Account details to any third parties (other than employees of Customer). Customer is fully responsible for any and all activities that occur under Customer’s Account and any actions taken by parties with access to Customer’s Account. Furthermore, from time to time, Company may request additional information, documents, or other materials necessary for Company’s performance of Services. Customer may be required to prove the accuracy and completeness of the information provided and of the returns to a taxing authority. Company's or affiliate's work in connection with the preparation of your income tax returns does not include any procedures designed to discover defalcations or other irregularities, should any exist. Customer has the final responsibility for the income tax returns. In addition, Company will be excused from meeting specified deadlines or performing specified responsibilities to the extent the Company’s delays or failures are caused by Customer’s delays or failures in providing the Company with reasonable cooperation or access to information, documentation, or other materials necessary for the performance of Services. With respect to annual tax returns ("Other Services"- Section 1.2), if Customer shares information with the Company or its affiliates later than 15 days before the respective filing deadline, Company reserves the right to file a free extension with the IRS on behalf of the Customer.
1.7 Access Restrictions and Responsibilities
Customer will not use the Platform or Services for any purpose other than the purposes expressly set forth herein. Customer may not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform; (b) modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by Company); (c) remove any proprietary notices or labels; (d) use bots, hacks, mods or any other unauthorized software designed to modify the Platform; (e) circumvent, remove, alter or thwart any technological measure or content protections of the Platform; (f) use any spider, crawler, scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or otherwise accesses the Platform to monitor, extract, copy or collect information or data from or through the Platform or engage in any manual process to do the same; (g) introduce any viruses, trojan horses, worms, bombs or other materials that are malicious or technologically harmful into Company’s systems or (h) access or use the Platform or Services in any way not expressly permitted by this Agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Platform and Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, and the like.
1.8 Customer Data
Customer hereby grants to Company: a non-exclusive, worldwide, royalty-free, fully paid up, sublicensable (through multiple tiers), transferable right and license to copy, distribute, display and create derivative works of and otherwise use the electronic data or information (including, without limitation scanned or other electronic copies of documents uploaded to and/or transmitted through the Platform), submitted or uploaded by Customer to the Platform (collectively, “Customer Data”) (a) to exercise its rights and perform its obligations under this Agreement, (b) solely on an aggregated basis, to improve and enhance the Services and/or Platform and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings. The term of the license in clause (a) of the preceding sentence will be for the term of this Agreement, and the term of the license granted in clause (b) of the preceding sentence will be perpetual. Customer represents and warrants that it has obtained all licenses, permits, consents, and authorizations required to provide the Customer Data to Company and for Company’s use as set forth herein. Furthermore, Company shall have the right to collect and analyze data and other information relating to Customer’s use of the Services and related systems and technologies, and Company will be free (during and after the term of this Agreement) to use such information and data in connection with the Company’s conduct of its business. In addition, if Customer elects Company or its affiliates to file Customer's annual tax returns ("Other Services" - Section 1.2), Customer acknowledges the returns may be selected for examination or audit by tax authorities. In the event of such governmental tax examination, Company may represent Customer under the terms of a separate engagement. Company does not disclose any personal information obtained in the course of our practice except as required or permitted by law.
1.9 Feedback
Customer may from time to time provide suggestions, comments for enhancements or functionality, or other feedback with respect to the Services or Platform (“Feedback”) to Company. Company will have full discretion to determine whether or not to proceed with any Feedback or any other potential enhancements, new features, or functionality. Customer hereby assigns Company all right, title, and interest in and to the Feedback.
2. Ownership; Reservation of Rights
CUSTOMER ACKNOWLEDGES AND AGREES THAT, AS BETWEEN THE PARTIES, COMPANY RETAINS ALL RIGHT, TITLE, AND INTEREST IN AND TO THE PLATFORM AND SERVICES AND ALL INTELLECTUAL PROPERTY RIGHTS THEREIN AND THERETO. COMPANY GRANTS NO, AND RESERVES ANY AND ALL, RIGHTS OTHER THAN THE RIGHTS EXPRESSLY GRANTED TO CUSTOMER UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES. CUSTOMER WILL ACQUIRE NO RIGHT, TITLE, OR INTEREST IN AND TO THE SERVICES OTHER THAN THE LIMITED LICENSED RIGHTS EXPRESSLY GRANTED UNDER THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, SUBJECT TO THE RIGHTS GRANTED UNDER SECTION 1.9, CUSTOMER RETAINS ALL RIGHT, TITLE, AND INTEREST IN AND TO THE CUSTOMER DATA.
3. Fees; Payment Terms
3.1 Fees
Customer will pay to Company any fees for the Services (“Fees”) set forth on the applicable ordering page on the Platform (“Ordering Page”) in accordance with the terms and conditions set forth herein. In addition to the Fees for the Services, Customer is responsible for all filing fees and other fees payable to a state authority or other governmental authority. Payment obligations are non-cancelable, Fees paid are non-refundable, and no credits shall be given for any partially used periods.
3.2 Payment Terms
Customer will be required to provide Company with information regarding their credit card or other payment instrument when they sign up for an Account. Customer represents and warrants to Company that such information is true and that Customer is authorized to use the payment instrument. Customer will promptly update their Account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Customer hereby authorizes Company to charge Customer’s credit card for the applicable Fees for the term of this Agreement. All subscription fees will be paid annually or monthly in advance and other fees will be charged when incurred.
3.3 Net of Taxes
All amounts payable by Customer to Company hereunder are exclusive of any sales, use, and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, know-how payments, customs, privilege, excise, sales, use, value-added and Platform taxes (collectively “Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Company. Customer will not withhold any Taxes from any amounts due Company.
4. Term; Termination
4.1 Termination
Subject to earlier termination as set forth in this Agreement, the term of this Agreement will commence on the Effective Date and continue for the initial term set forth in the Ordering Page, and shall automatically renew for additional periods as set forth on the Ordering Page or if not specified thereon, then annual periods, unless either Party provides written notice of non-renewal at least two(2) business days prior to the end of the then-current term. In addition, a Party may terminate this Agreement immediately if the other Party breaches any material provision of this Agreement and does not cure such breach within fifteen (15) days after receiving written notice thereof. Furthermore, Company reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason, including but limited to changes in applicable law and government mandates.
4.2 Suspension
In addition to the rights in Section 4.1, Company may immediately suspend Customer’s access to any or all of the Services (including withdrawing from or refusing to act as Customer’s Registered Agent) upon written notice for any or no reason, including if (a) Customer fails to make a payment of Fees being due or if there is a billing error or if Company is not otherwise able to process Customers payment when due, (b) Customer is not in good standing or is otherwise not in compliance with applicable laws, (c) Customer fails to provide Company with timely and accurate information required for Company to provide the Services or (d) Company reasonably suspects that Customer is breaching any of the restrictions in Section 1.8. No refunds or credits shall be provided during any periods of suspension of the Services.
4.3 Effect of Termination
In the event that this Agreement expires or is terminated for any reason, all rights with respect to the Services will immediately terminate, and Customer will (a) cease use of the Services; (b) return to Company or destroy, in Company’ sole discretion, all copies or other embodiments of Company’s Confidential Information (as defined below); and (c) pay to Company all amounts due and owing under this Agreement. Upon request, Firstbase will provide all of Customer’s Firstbase Accounting information to Customer for a period of up to one (1) year following termination. Subsequently, all of Customer Data and all other data associated with Customer’s Account may be permanently deleted by Company upon any termination of this Agreement in its sole discretion.
4.4 Survival
Upon termination of this Agreement, all obligations in this Agreement will terminate except for those which by their nature shall survive, including without limitation Sections 1.8 (Access Restrictions and Responsibilities), 1.9 (License to Customer Data), 1.10 (Feedback), 2 (Ownership; Reservation of Rights), 3 (Fees), 4 (Term; Termination), 5 (Confidentiality), 9.2 (Disclaimers), 10 (Limitations of Liability), 11 (Indemnification; Release) and 12 (General) will survive.
5. Confidentiality
5.1 Definition of Confidential Information
“Confidential Information” means, subject to the exceptions set forth in Section 5.2 hereof, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a party (the “Discloser”) to the other party (the “Recipient”) and that the Discloser has marked as confidential or proprietary, or that a reasonable person would understand to be confidential in light of the circumstances of disclosure, including all business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers billing records, and information regarding the Discloser’s products or services. For the avoidance of doubt, all information relating to the Platform, the Services, fees, and the terms of this Agreement is the Confidential Information of Company.
5.2 Exceptions to Confidential Information
Confidential Information will not include any information which: (a) the Recipient can show by written record was in its possession prior to disclosure by the Discloser hereunder, provided that the Recipient must promptly notify the Discloser of any prior knowledge; (b) appears in issued patents or printed publications in integrated form or which otherwise is or becomes generally known by the public other than through the Recipient’s failure to observe any or all terms and conditions hereof; or (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favor of Discloser.
5.3 Use and Disclosure of Confidential Information
The Recipient may only use the Confidential Information for the purpose of performing its obligations and exercising its rights hereunder. The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient’s employees who are required to have access to such Confidential Information in connection with the performance of the Recipient’s obligations, or the exercise of the Recipient’s rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in this Agreement. The Recipient will use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of this Agreement.
5.4 Disclosures Required by Law
In the event that the Recipient is required by law to make any disclosure of any of the Confidential Information of the Discloser, by subpoena, judicial or administrative order, or otherwise, the Recipient will first give written notice of such requirement to the Discloser, and will permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection.
6. Third Party Service
The Services may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Company has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services. Company enables these Third-Party Services merely as a convenience. Customer is solely responsible for confirming all information made available from Third-Party Services.
7. Consent To Electronic Communications
By using the Services, Customer consents to receive electronic communications from Company regarding the Services at the email account associated with Customer’s Account. Customer agrees to waive all claims resulting from failure to receive communications because of changes in Customer’s e-mail address which changes are not reflected in your Account. Customer agrees that any notices, agreements, disclosures, or other communications relating to the Services or this Agreement that Company sends to you electronically (including via the Services) will satisfy any legal communication requirements, including that such communications be in writing. Without limitation of the foregoing, Customer agrees to be bound by any affirmation, assent, or agreement Customer transmits through the Services, including but not limited to any consent you give to receive communications from Company solely through electronic transmission.
8. Representations and Warranties; Disclaimer
8.1 Representations and Warranties
Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties.
8.2 Disclaimers
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND PLATFORM ARE PROVIDED ON AN “AS-IS” BASIS AND COMPANY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM IS ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED.
9. Limitations of Liability
9.1 Disclaimer of Consequential Damages
IN NO EVENT WILL COMPANY BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS, OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF
9.2 General Cap on Liability
UNDER NO CIRCUMSTANCES WILL COMPANY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID AND PAYABLE BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
9.3 Independent Allocations of Risk
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
10. Indemnification; Release
10.1 Indemnification
Customer will indemnify, defend and hold Company and its affiliates and their respective officers, directors, agents, and employees of Company (“Company Parties”) harmless from and against liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) incurred by the Company Parties in connection with any claim, demand or allegation by a third party that arises out of or is in connection with (a) any use by Customer of the Services in violation of this Agreement, (b) Customer’s non-compliance with any applicable laws and regulations, and (c) Customer’s gross negligence and willful misconduct. Customer also will indemnify and hold Company and its affiliates harmless with respect to any and all claims arising from the use of the annual tax returns ("Other Services" - Section 1.2) for any purpose other than filing with the IRS and state and local tax authorities regardless of the nature of the claim, including the negligence of any party.
10.2 Release
Customer acknowledges and agrees that certain services (including bookkeeping tax preparation, and tax filing) may be performed by persons or entities not affiliated with Company, and Customer hereby waives and releases the Company Releases from any and all causes of action, claims, and damages relating to such services.
11. General
The terms and conditions of this Agreement are severable. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither Party may assign this Agreement without the other Party’s prior written consent; provided, that, either Party may assign this Agreement without such consent to an affiliate or to a successor to all or substantially all of the business or assets to which this Agreement relates, whether by sale of stock, sale of assets, merger, reorganization or otherwise. Any assignment or attempted assignment by either Party in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be binding on the Parties and their successors and assigns. Both Parties agree that this Agreement, together with the Platform Terms, is the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. No agency, partnership, joint venture, or employment is created as a result of this Agreement and each Party does not have any authority of any kind to bind the other Party in any respect whatsoever. All notices under this Agreement will be in writing and sent, if to Company, to the address set forth in Section 13 below and if to Customer, to the address associated with Customer’s Account and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Each Party will be excused from performance (other than performance of payment obligations) for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (a “Force Majeure Event”). In the event such non-performance continues for a period of thirty (30) days or more, the Party not affected by the Force Majeure Event may terminate this Agreement by giving written notice thereof to the other Party. This Agreement will be governed by the laws of the State of New York without regard to its conflict of laws provisions. For all disputes relating to this Agreement, each Party submits to the exclusive jurisdiction of the state and federal courts located in New York, New York and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Customer acknowledges that any unauthorized use of the Platform or Services will cause irreparable harm and injury to Company for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, Customer further agrees that Company will be entitled to injunctive relief in the event Customer uses the Platform or Services in violation of the limited license granted herein or uses the Platform or Services in any way not expressly permitted by this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
12. Contact Information
Company is available at support@firstbase.io for any questions regarding this Agreement, the Platform, or the Services
