These terms of service (the “Terms”) are a legal contract between CTA Filing Solutions., a Texas corporation with its principal place of business at 10440 North Central Expy, Suite 800, Dallas TX, 75231 (“CTA Filing Solutions”, “we” or “us”) and the person or entity executing this Terms (“you” or “your”). If you are business (or an employee or representative of a company, business or legal partnership), a law, accounting, or other professional services firm (or an partner, member, shareholder, employee, associate, counsel, representative, or agent of such firms) (“Professional Service Firm”) or a professional filing service (or an employee, representative, or agent of such service) (“Professional Filer”), or the client of a Professional Service Firm or Professional Filer who is authorized to use the Service (defined below) for your own account or benefit (“Client User”), you accept these provisions and the term “you” will refer to you (including you as the Professional Service Firm or Professional Filer), your business, company or partnership, or you as the Client User. The Terms explain how you are permitted to use the CTA Filing Solutions Corporate Transparency Act (“CTA”) electronic filings service provided by and through our cloud-based software platform and our website located at the URL https://www.filectanow.com/ (collectively, the “Site”). These Terms also govern your use of all the software, video, text, data, information, graphics, proprietary content and more (all of which we refer to as “Materials”) that we and/or our affiliates may make available to you, as well as any services we may provide through this Site. Collectively, the Site, the Materials, and the services provided herein are referred to as the “Service”. These Terms are effective as of the date that you first click the “I Agree” box or otherwise accept the Terms and proceed to use the Service.
BY CLICKING THE “I AGREE” BOX OR OTHERWISE ACCEPTING THE TERMS AND PROCEEDING OR BY USING THE SERVICE, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCEPT THE TERMS OR ACCESS OR OTHERWISE USE THE SERVICE.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER, THAT AFFECTS YOUR RIGHTS.
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We are a Service that facilitates online CTA filings for law, accounting and other professional service providers; professional filers; and companies. We offer a convenient online CTA filings service to, among others, help professional filers and entities submit CTA filings. We are neither a law nor accounting nor other professional firm. Nor are we a governmental or regulatory agency or group.
Starting January 1, 2024, CTA filings are required by the Financial Crimes Enforcement Network (“FinCEN”), which is a bureau of the United States Department of the Treasury that collects and analyzes information about financial transactions in order to combat domestic and international money laundering, terrorist financing, and other financial crimes. The information you provide to the Service for the CTA filing will be provided directly to FinCEN.
The Service itself cannot and is not intended to provide financial or regulatory guidance or advice. Please contact your lawyer or accountant or other qualified professional with any questions regarding CTA compliance. THE CONTENT ON THE SITE AND THE SERVICE ARE NOT AND SHOULD NOT BE CONSIDERED LEGAL OR FINANCIAL ADVICE OR A SUBSTITUTE FOR OBTAINING LEGAL OR FINANCIAL ADVICE FROM A QUALIFIED PROFESSIONAL.
(a) Modifications to the Terms. CTA Filing Solutions can change, update, or add or remove provisions of these Terms at any time by prompting you to accept an updated or new version of these Terms. If you do not agree with any of the updated Terms, you must stop using the Service. If you stop using the Service and have prepaid for unused reports, you may contact CTA Filing Solutions to discuss your objections to the updated Terms and how to obtain a refund. In lieu of a refund, CTA Filing Solutions may instead agree that the Terms you originally agreed to will continue to apply to your use of the Service for those prepaid reports and that you have no further right to use the Service once those prepaid reports.
(b) Changes and Updates to the Service. CTA Filing Solutions may make changes to the Service at any time, without notice. If you object to any changes to the Service, your sole recourse will be to cease using it. We also reserve the right to discontinue the Service at any time without notice. We will not be liable to you or any third-party should we exercise our right to modify or discontinue the Service.
(c) New Features. Certain features of the Service may be subject to additional terms of service, which shall be presented to you when you select such features. By accepting such terms or using the features, you agree to be bound by the additional terms of use applicable to such features. In the event that any of the additional terms of use governing such area conflict with these Terms, the additional terms will govern.
Please review our privacy policy https://www.filectanow.com/privacy-policy/ (“Privacy Policy”), which explains how we use information that you submit to CTA Filing Solutions. The Privacy Policy is hereby incorporated by reference.
The Data Processing Addendum located at https://www.filectanow.com/data-processing-addendum/ (“DPA”) is hereby incorporated by reference. CTA Filing Solutions shall process personally identifiable information in accordance with the DPA. CTA Filing Solutions may update the DPA provided CTA Filing Solutions’s obligations in the DPA shall not be materially diminished except as required by applicable law.
(a) Business Filers. If you are an entity or agent of an entity using the Service to file your entity’s CTA filings, you accept responsibility for yourself and your entity in your use of the Service, including for the timely submission of CTA filings to FinCEN. The Service is designed for you to answer mandatory CTA questions. However, you acknowledge that the Service depends on your truthful, correct, and complete answers, and may need to be updated if your circumstances change. Use of the Service is at your own risk. You assume full responsibility for all outcomes, to the extent permitted by law. By using the Service, you agree to not hold CTA Filing Solutions liable in any way for your CTA compliance or filings.
Additionally, you agree and understand that:
(b) Law, Accounting and Professional Service Firms and Professional Filers. If you are a Professional Service Firm or a Professional Filer using the Service to make filings on behalf of your clients, you accept responsibility for using the Service for your clients. You are also responsible for the information you provide during your use of the Service, including the accuracy and completeness of all submitted Content and Registration Data (both defined below), for the timely submission of CTA filings to FinCEN, and for complying with all applicable laws in connection with your use of the Service. CTA Filing Solutions has established safeguards and procedures designed to protect the security of information entered to fill out the CTA filings, but you must also take steps to protect the privacy and confidentiality of information shared by your agents and Client Users. As a Professional Service Firm or a Professional Filer, whether or not your use of the Service has been authorized by the Client User, you represent and warrant that (i) you are authorized to act on behalf of your Client User, (ii) you are permitted to share any and all Content and Registration Data provided to the Service, and (iii) you will not upload or use your Client User’s Content or Registration Data, or disclose it to any other party, without your Client User’s consent.
(a) Grant of a Limited License to Use the Service. The Service is protected by copyright, trade secret, and other intellectual property laws. Subject to your agreement to, and continuing compliance with, these Terms, and any other relevant CTA Filing Solutions policies, CTA Filing Solutions hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license, subject to the limitations below, to use the Service solely for purposes of making your own CTA filings (which, for the avoidance of doubt, for Professional Service Firms and Professional Filers includes the right to use the Service in support of making CTA filings for their Client Users). You agree not to use the Service for any other purpose.
(b) Restrictions. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Service; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service except as expressly permitted by CTA Filing Solutions; (iii) decompile, reverse engineer or disassemble the Service except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Service except as expressly permitted by CTA Filing Solutions; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service; (vi) attempt to gain unauthorized access to or impair any aspect of the Service or its related systems or networks; or (vii) resell the Service except as expressly permitted by CTA Filing Solutions in a separate written contract between you and CTA Filing Solutions.
(c) Account Registration. You need not register with CTA Filing Solutions when you are visiting or viewing the public areas of the Site, or to browse any publicly accessible information in the Site. However, in order to access and use the features of the Service, you must register with CTA Filing Solutions for an account and receive a password. For purposes of the Terms, a “Registered User” is a user of the Service (“User,” or “user”) who has registered an account with us (“Account”). CTA Filing Solutions may delete your account due to inactivity. If your Account is deleted and you later need it restored, please contact us.
(d) Registration Data. In registering for the Service, you agree to (i) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are not a person barred from using the Service under the laws of any applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (A) notify CTA Filing Solutions immediately of any unauthorized use of your password or any other breach of security; and (B) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current, or incomplete, or CTA Filing Solutions has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CTA Filing Solutions has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone, or register for an account on behalf of any group or entity unless you are authorized to bind such person, group or entity to these Terms. By registering another person, group or entity you hereby represent that you are authorized to do so. CTA Filing Solutions reserves the right to remove or reclaim any usernames at any time and for any reason, including, but not limited to, claims by a third party that a username violates the third party’s rights and accounts inactive beyond the times set by CTA Filing Solutions. You agree not to create an Account or use the Service if CTA Filing Solutions has previously removed you, or if you have been previously banned from use of the Service, nor to designate other individuals to use an account on your behalf.
(e) Data Network and Internet Access. When you access the Service through a mobile network, your network or roaming provider’s messaging, data and other rates and fees will apply. Using certain services may be prohibited or restricted by your network provider and not all features of the Service may work with your network provider or device. The Service requires an internet connection to access internet-based features, authenticate the Service, and perform other functions. You acknowledge that you may be charged by your network service provider, and shall be responsible for any such charges, for internet access.
(f) Beta Features. CTA Filing Solutions may provide you with access to beta features in the Service. You are free to use them, but they are provided “AS-IS”. CTA Filing Solutions may include new and/or updated pre-release and trial features in the Service and such features are provided “AS-IS”. Your use of such features is at no additional cost, but you must follow additional rules or restrictions that we may place on their use.
Requests for a refund must be received by CTA Filing Solutions prior to using the Service to make any CTA filing. Requests received prior to using the Service to make any CTA filing will be honored. No refunds will be made after using the Service to make a CTA filing. If you cancel your account at any time, you will not receive any refund. After the Service is used to make a CTA filing, all sales are final. Please see our refund policy for the details, including our refund request procedure, processing time, and processing fee (https://www.filectanow.com/refund-policy/)
You agree to pay all fees or charges that may apply to your Account based on any fees, charges, and billing terms between you and CTA Filing Solutions and any fees or charges that may be applicable for use of the Service as contracted separately with you or as shown on the Site. You agree and consent to CTA Filing Solutions’s use of third-party payment providers for billing and online payments. If you do not pay on time or if CTA Filing Solutions cannot charge your payment method for any reason or payment is rejected or refunded, CTA Filing Solutions reserves the right to either suspend or terminate your access to the Service and Account and terminate these Terms. You are expressly agreeing that CTA Filing Solutions is permitted to bill you for any applicable fees, any applicable taxes and any other charges you may incur in connection with your use of the Service and the fees will be billed to the payment method designated on your registration with the Service.
In addition to your other promises and obligations, by using CTA Filing Solutions’s Service, you agree not to do any of the following:
This list of prohibitions provides examples and is not complete or exclusive. CTA Filing Solutions reserves the right to terminate access to your Account, your ability to use the Service, with or without cause and with or without notice, for any reason or no reason, or for any action that CTA Filing Solutions determines is inappropriate or disruptive to this Service or to any other user of this Service or may result in harm, liability, loss or damages to CTA Filing Solutions, its software, technology, hardware, equipment, network, data or that of others. CTA Filing Solutions MAY REPORT TO LAW ENFORCEMENT AUTHORITIES ANY ACTIONS THAT MAY BE ILLEGAL, AND ANY REPORTS IT RECEIVES OF SUCH CONDUCT. WHEN LEGALLY REQUIRED OR AT CTA Filing Solutions’S DISCRETION, CTA Filing Solutions WILL COOPERATE WITH LAW ENFORCEMENT AGENCIES IN ANY INVESTIGATION OF ALLEGED ILLEGAL ACTIVITY THROUGH THE USE OF THIS SERVICE.
If you send or transmit any communications, comments, questions, suggestions, or related materials to CTA Filing Solutions, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Service, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and CTA Filing Solutions is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that CTA Filing Solutions is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
(a) License for Content. “Content” means any data, information, materials, text, graphics, or images that you upload, post, or store in or to the Service. You represent and warrant that you own or have the right to use any Content, including in connection with your use of the Service. You are solely responsible for any Content. You have no obligation to provide any content to the Service, and you’re free to choose the content that you want to provide. You acknowledge that certain functionality in the Service may be dependent on the provision of Content and may not be available without such Content. By making Content available through your use of the Service, you grant CTA Filing Solutions a worldwide, perpetual, royalty-free, non-exclusive license to (i) host, reproduce, share, provide, distribute, communicate, sublicense, and use your Content, including to FinCen; (ii) publish or publicly display your Content, if you have made it visible to others; and (iii) modify and create derivative works based on your Content, such as reformatting, translating it, and copying and analyzing it solely for the purpose of operating, providing, and improving the Service. CTA Filing Solutions shall maintain reasonable security measures designed to prevent unauthorized access or loss of Content.
(b) CTA Filing Solutions May Monitor Content. CTA Filing Solutions may, but has no obligation to, monitor access to or use of the Service or Content or to review or edit any Content for the purpose of operating the Service, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. CTA Filing Solutions may disclose any information necessary to satisfy CTA Filing Solutions’s legal obligations, protect CTA Filing Solutions or its customers, or operate the Service properly. CTA Filing Solutions, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that CTA Filing Solutions considers to be unacceptable, undesirable, inappropriate, or in violation of these Terms.
(c) CTA Filing Solutions’s Use of Aggregated Data. You acknowledge and agree that CTA Filing Solutions may, among other things, create and derive anonymized and/or aggregated data related to the Service or your use of the Service that does not identify you or any individual, and use, publicize, or share with third parties such data to improve CTA Filing Solutions’s products and services and for its legitimate business purposes.
(d) Ownership of Service. The Service and all proprietary and intellectual property rights therein are and shall remain CTA Filing Solutions’s property or the property of CTA Filing Solutions’s licensors. Neither these Terms nor your use of the Service convey or grant to you any rights: (i) in or related to the Service except for the limited license expressly granted above; or (ii) to use or reference in any manner CTA Filing Solutions’s company names, logos, product and service names, trademarks or services marks or those of CTA Filing Solutions’s licensors. There are no licenses by implication. If you breach any of these Terms, the above license will terminate automatically and you must stop using the Service and immediately destroy any materials downloaded or printed from the Service.
The Terms commence on the date when you start using the Service and remain in full force and effect while you use the Service or, if you have purchased a set number of filings, when the quantity of filings purchased has been exhausted, unless terminated earlier in accordance with the Terms. If you want to terminate the Service, you may do so by (a) notifying CTA Filing Solutions at any time; and/or (b) closing your Account. We reserve the right to terminate or suspend your account or access to the Service at any time and for any reason. It is within CTA Filing Solutions’s sole discretion and determination to terminate your Account for what CTA Filing Solutions deems to be a violation or breach of these Terms. In the event that CTA Filing Solutions terminates or suspends your Account, you will have no further access to your Account or anything associated with it. Termination of the Service includes (i) automatic termination of all licenses and you must immediately destroy any downloaded or printed materials (including videos); and (ii) deletion of your password and related information, files and content associated with or inside your Account (or any part thereof), except to the extent of any surviving licenses or applicable record retention requirements. CTA Filing Solutions will not have any liability whatsoever to you for any suspension or termination. All provisions of the Terms, which by their nature should survive, shall survive termination of the Service, including without limitation, ownership provisions, warranty disclaimers, your obligation to pay all fees and amounts owed to CTA Filing Solutions, and limitation of liability.
You may close your Account by using the feature provided in the Service or, in the alternative, by contacting us at https://www.filectanow.com/contact-us/. We will proceed to close your Account and send you an email confirmation.
The Service may be linked to other websites and services that are not CTA Filing Solutions properties (collectively, “Third-Party Sites”). You acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than CTA Filing Solutions, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Sites. CTA Filing Solutions does not verify, make any representations or take responsibility for any Third-Party Site, including, without limitation, the truthfulness, accuracy, quality, timeless, or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT CTA Filing Solutions WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY.
Any reference on the Service to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply CTA Filing Solutions’s endorsement or recommendation.
(a) Generally. You use the Service at your own risk. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND TO THE FULLEST EXTENT PERMITTED BY LAW, CTA Filing Solutions (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ASSOCIATES, PARTNERS, LICENSORS AND SUPPLIERS) DISCLAIM AND EXCLUDE ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CTA Filing Solutions DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
You are solely responsible for confirming that FinCEN has successfully received your filings on time. CTA Filing Solutions disclaims any liability or responsibility for filings that are not received by FinCEN (or that are received late) due to your mistakes, acts or omissions, events of force majeure, acts or omissions of third parties (including criminal acts and failures of service providers), the Internet, FinCEN’s network or systems, or any other cause, reason, event or circumstances outside of CTA Filing Solutions’s direct control. CTA Filing Solutions IS NOT LIABLE FOR ANY FINES OR PENALTIES ISSUED BY FINCEN WHEN USING OUR SYSTEM TO FILE FALSE OR INCOMPLETE INFORMATION TO FINCEN ABOUT A REPORTING COMPANY.
(b) Disclaimer of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE CTA Filing Solutions SERVICE, INCLUDING PROFESSIONAL FILERS. YOU UNDERSTAND THAT CTA Filing Solutions DOES NOT MAKE ANY ATTEMPT TO VERIFY THE INFORMATION PROVIDED BY, OR THE STATEMENTS OF, USERS OF THE SERVICE.
(c) Special Disclaimer regarding the Service.
CTA Filing Solutions is not in the business of providing legal, financial, tax, healthcare, real estate, or other professional services or advice. Consult the services of a competent professional when this type of assistance is needed. The Service is a tool, and any information contained on the Site is not to be construed as financial, legal, or professional advice.
NOTHING IN THESE TERMS SHALL AFFECT YOUR LEGAL RIGHTS AS A CONSUMER OR EXCLUDE OR LIMIT ANY LIABILITY, WHICH CANNOT BE LEGALLY EXCLUDED, OR LIMITED.
CTA Filing Solutions SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, OR OTHER SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES (HOWEVER SUCH LOSSES ARE QUALIFIED), ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE SERVICE ITSELF, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CTA Filing Solutions HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SUBJECT TO THE EXCLUSIONS EXPRESSLY SET FORTH IN THIS SECTION, IN ALL EVENTS, CTA Filing Solutions SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID TO CTA Filing Solutions IN ACCORDANCE WITH THESE TERMS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID ANYTHING TO CTA Filing Solutions DURING SUCH TIME PERIOD, YOUR SOLE REMEDY (AND CTA Filing Solutions’S EXCLUSIVE LIABILITY) FOR ANY DISPUTE WITH CTA Filing Solutions IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CTA Filing Solutions AND YOU. To the extent that CTA Filing Solutions may not, as a matter of applicable law, disclaim any warranty or limit its liability as set forth in these Terms, the scope of such warranty, and the extent of CTA Filing Solutions’s liability, shall be the minimum permitted under such applicable law.
Notwithstanding anything to the contrary in this Agreement, CTA Filing Solutions shall have no obligations or liabilities under this Agreement to the extent a claim, damage, or liability is caused by any of the following: (i) your mistakes, acts or omissions, (ii) events of force majeure, (iii) acts or omissions of third parties, including criminal acts, (iv) CTA Filing Solutions’s service providers, including cloud service providers, (v) the Internet, (vi) FinCEN’s systems, (vii) a modification or alteration of the Services by you or any other actual or attempted modification or alteration by any person or entity other than CTA Filing Solutions or its employees, agents, or subcontractors, including the use of any unauthorized software or cloud service that you or third parties may use or employ; (viii) use of the Services by you for any purpose other than its intended purpose or contrary to instructions set forth in any documentation provided by CTA Filing Solutions; or (ix) your negligence or more culpable conduct, or breach of this Agreement.
You agree to indemnify and hold CTA Filing Solutions, its parents, subsidiaries, affiliates, officers, employees, agents, partners, licensors and successors harmless from any losses, damages, penalties, fines, costs, liabilities, and expenses (including reasonable attorneys’ fees and costs of litigation, including appeal) relating to or arising out of: (a) your use of, or inability to use, the Service; (b) your violation of the Terms; (c) your violation of any rights of another party, including any Users and, in the case of Professional Service Firms and Professional Filers, any Client Users; or (d) your violation of any applicable laws, rules or regulations. CTA Filing Solutions reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with CTA Filing Solutions in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Service.
CTA Filing Solutions controls and operates the Service from its headquarters in the United States of America and it may not be appropriate or available for use in other locations. If you use the Service outside the United States of America, you are responsible for following applicable local laws.
Please read this carefully. It affects your rights.
(a) Disputes and Applicable Law. These Terms will be subject to and construed in accordance with the laws of the State of Delaware, United States of America excluding its rules regarding conflicts of law. You agree that any claim or dispute you may have against CTA Filing Solutions must be resolved exclusively by a state or federal court located in the State of Delaware, except as otherwise agreed by the parties or as described in the Arbitration subsections below. You agree to submit to the personal jurisdiction of the courts located in Dallas County, Texasfor the purpose of litigating all such claims or disputes.
(b) Scope. This agreement to arbitrate (“Arbitration Terms”) applies to any and all disputes, claims, or controversies between you and CTA Filing Solutions arising out of or relating to the Service, including your purchase of any CTA Filing Solutions products, services, any communications, advertising or marketing by or regarding CTA Filing Solutions, use of the Site (including your reliance on any resources, articles or information made available on the Site), any products or services made available, offered, sold or distributed by CTA Filing Solutions, any aspect of your relationship or transactions with CTA Filing Solutions, and all other aspects of your relationship with CTA Filing Solutions, past, present or future, whether arising under foreign, federal, state or local statutory and/or common law, or whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), deceptive or fraudulent trade practices, deceptive or fraudulent business practices, or any other legal or equitable theory, and includes the validity, enforceability, or scope of these Arbitration Terms (with the exception of the enforceability of the Class Action Waiver clause below) (collectively, the “Disputes”).
(c) Exclusion from Arbitration. Notwithstanding these Arbitration Terms, you may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute is initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS ARBITRATION AGREEMENT (the “Opt-Out Deadline”). You may opt out by mailing written notification to 3500 S. Dupont Hwy, Dover, DE 19901. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes through arbitration. Your decision to opt-out will have no adverse effect on your relationship with CTA Filing Solutions. You are responsible for ensuring CTA Filing Solutions’s receipt of your opt-out notice, and you therefore may wish to send a notice by means that provide a written receipt. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.
(d) Reservation of Right to Reject. CTA Filing Solutions reserves the right to reject your request for arbitration for any Dispute which can be resolved in small claims courts.
(e) Pre-Arbitration Dispute Resolution. For all Disputes, you must first give CTA Filing Solutions an opportunity to resolve the Dispute. You must commence this process by mailing written notification to 3500 S. Dupont Hwy, Dover, DE 19901. That written notification must include (1) your name, (2) your address, (3) a written description of the Dispute, and (4) a description of the specific relief you seek. If CTA Filing Solutions does not resolve the Dispute to your satisfaction within 45 days after it receives your written notification, you may pursue your Dispute in arbitration.
(f) Federal Arbitration Act. The parties each mutually agree to resolve all Disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This arbitration provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) and will apply to all Disputes. The parties each also expressly agree that these Arbitration Terms will be governed by the FAA even if you and/or CTA Filing Solutions and/or these Arbitration Terms is otherwise exempted from the FAA. Any disputes in this regard shall be resolved exclusively by an arbitrator. If, but only if, the arbitrator determines the FAA does not apply, the laws of the State of Texasgoverning arbitration agreements will apply.
(g) Class Action Waiver. The parties each mutually agree that by entering into these Arbitration Terms, both waive their right to have any Dispute brought, heard or arbitrated as, or to participate in, a class action, collective action and/or representative action, and an arbitrator shall not have any authority to consolidate more than one person’s claims, and may not otherwise hear or arbitrate any class, collective or representative action (“Class Action Waiver”). In any case in which (1) the Dispute is filed as a class, collective or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. Notwithstanding any other clause contained in these Arbitration Terms, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. All other disputes with respect to whether this mutual arbitration provision is unenforceable, unconscionable, applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court.
(h) Arbitration Procedures. Any Dispute shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its then current Consumer Arbitration Rules in effect at the time the arbitration is initiated. If you bring a claim subject to arbitration, you will pay toward the fees and deposits imposed by the AAA or other arbitrator only an amount equal to the amount you would have had to pay as filing fees and initial court costs if you had filed suit in a court of competent jurisdiction.
(i) Location of Arbitration. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. The arbitrator or arbitration panel, as the case may be, will apply and be bound by this section and any additional terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award. All issues are for the arbitrator to decide, including arbitrability.
(j) Awards. Except as provided in the Class Action Waiver, the arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The arbitrator shall apply the state or federal substantive law, or both, as is applicable.
(k) Bellwether Proceeding. IF TEN OR MORE PERSONS OR ENTITIES (COLLECTIVELY, “CUSTOMERS”) INITIATE NOTICES OF DISPUTE RAISING SIMILAR CLAIMS, AND COUNSEL FOR THE CUSTOMERS BRINGING THE CLAIMS ARE THE SAME OR COORDINATED FOR THESE CUSTOMERS, THE CLAIMS SHALL PROCEED IN ARBITRATION IN A COORDINATED PROCEEDING. COUNSEL FOR CUSTOMERS AND COUNSEL FOR CTA Filing Solutions SHALL EACH SELECT FIVE CASES TO PROCEED FIRST IN ARBITRATION IN A BELLWETHER PROCEEDING. THE REMAINING CASES SHALL NOT BE FILED IN ARBITRATION UNTIL THE FIRST TEN HAVE BEEN RESOLVED. IF THE PARTIES ARE UNABLE TO RESOLVE THE REMAINING CASES AFTER THE CONCLUSION OF THE BELLWETHER PROCEEDING, EACH SIDE MAY SELECT ANOTHER FIVE CASES TO PROCEED TO ARBITRATION FOR A SECOND BELLWETHER PROCEEDING. THIS PROCESS MAY CONTINUE UNTIL THE PARTIES ARE ABLE TO RESOLVE ALL OF THE CLAIMS, EITHER THROUGH SETTLEMENT OR ARBITRATION. A COURT WILL HAVE AUTHORITY TO ENFORCE THIS CLAUSE AND, IF NECESSARY, TO ENJOIN THE MASS FILING OF ARBITRATION DEMANDS AGAINST CTA Filing Solutions.
(l) Limitation on Time to File Claims. UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
The communications between you and CTA Filing Solutions use electronic means, whether you visit the CTA Filing Solutions Site or send CTA Filing Solutions e-mails, or use the Service or whether CTA Filing Solutions posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from CTA Filing Solutions in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that CTA Filing Solutions provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. Where CTA Filing Solutions requires that you provide an e-mail address; you are responsible for providing CTA Filing Solutions with your most current e-mail address. In the event that the last e-mail address you provided to CTA Filing Solutions is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, CTA Filing Solutions' dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Service is provided by CTA Filing Solutions., 3500 S. Dupont Hwy., Dover, DE 19901. If you have a question or complaint regarding the Service, please contact CTA Filing Solutions’s Support Team at https://www.filectanow.com/contact-us/. California residents may reach the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
These Terms, together with our Privacy Policy, and any additional terms that we may make available from time to time through our Internet properties, constitute the entire agreement between you and CTA Filing Solutions regarding your use of our Service and supersede and replace any prior written or oral agreements regarding the foregoing. Our failure to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision. If any provision of the Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. Neither the rights nor obligations arising under these Terms are assignable by you. Any such attempted assignment or transfer shall be void and without effect. We may assign our rights under these Terms without restriction.
If you have any questions about these Terms or otherwise need to contact CTA Filing Solutions for any reason, you can reach us at CTA Filing Solutions., 10440 North Central Expy, Suite 800, Dallas TX, 75231 or https://www.filectanow.com/contact-us/.
“CTA Filing Solutions” is a trademark pending registration of CTA Filing Solutions. in the United States.