CT Business License Services Terms and Conditions

  1. Term and Termination.

    The term of this Agreement will be initially for one (1) year from the effective date and will automatically be extended for successive one (1) year periods, unless at anytime either party elects to terminate this Agreement and gives at least sixty (60) days prior written notice of termination to the other party (the "Term").   However, if either party becomes the subject of a voluntary petition filed pursuant to any applicable federal or state bankruptcy or insolvency law, the other party may immediately terminate the Agreement upon written notice. 

    Though the term of this Agreement begins upon the effective date, the actual Services cannot and will not be provided until CT has received, in addition to this Agreement, the necessary data and where applicable Power of Attorney, to commence the Services.  Company acknowledges and agrees that performance of the Services shall be dependent on the timely completion of Company’s responsibilities and obligations under this Agreement.  Notwithstanding anything to the contrary herein, Company will be responsible for (i) the accuracy and completeness and the sufficiency and effectiveness under applicable law of all data, documents, templates or other information provided to CT or inputted into CT’s system by Company or on Company’s behalf and (ii) the consequences of any instructions given by Company to CT.

  1. Services. CT will provide the services as set forth in the Order Form (the “Services”) during the Term.
  1. Obligations of Company. Company agrees to:
    1. Supply a list of entities/regulatory filings/jurisdictions to be included as Exhibit A to the Order Form.  CT recognizes that the list of entities/regulatory filings/jurisdictions may change throughout the life of this Agreement. As the Company notifies CT of these changes in writing, Exhibit A will be automatically amended to reflect the most recent listing of entities/regulatory filings/jurisdictions. Company is responsible for promptly notifying CT of all such changes to Exhibit A.
    2. Provide CT with all of the information required for preparation, filing and tracking of regulatory filings, with such information to be provided in such format as reasonably required by CT, such as comma-separated values (CSV) format.
    3. Update CT regarding any changes to information required for submitting regulatory filings in a timely manner and in a format specified by CT, as CT will rely on such information for purpose of preparation of the relevant forms and information submissions.
    4. Pay invoices in accordance with the terms on said invoices to be sent by CT of the previous month’s filings.
    5. Provide CT with payment in advance for service fees, regulatory fees or compliance fees prior to commencing the Services where CT deems necessary.
    6. When providing CT with regulatory filing documents and data, regulatory filing documents and data must be received by CT seven days prior to the submission deadline or CT bears no responsibility for penalties associated with late submissions.
    7. Customer agrees that in the event Customer cancels a filing with less than 30 days’ notice to CT, Customer shall pay to CT the full amount of the filing fee for each filing that has been cancelled.
  1. Fees. Company agrees to pay CT the fees as provided for in the applicable Order Form. Such fees may be revised from time-to-time in accordance with CT’s general pricing practices, subject to any limitation set forth in an applicable Order Form. 
  1. Confidential Information. Each party to this Agreement (each, a "Party") acknowledges that during the term of this Agreement, each Party may receive or have access to confidential and proprietary information about the other Party, and that this engagement by Company may bring the Parties into close contact with confidential and proprietary information of the other Party or third parties with whom Company or CT conducts business. "Confidential Information" includes all business and other proprietary information of the Party, written or oral, including without limitation the following: (i) information relating to planned or existing businesses or business initiatives; organizational restructuring plans; and actual and projected sales, profits and other financial and business information, (ii) information relating to technology, such as computer systems and systems architecture, including, but not limited to, computer hardware, computer software, source code, object code, documentation, methods of processing and operational methods; and (iii) information about the Party’s employees and personnel.
    • Exclusions from Confidential Information.

      Notwithstanding the above, Confidential Information shall not include any portion of any information which: (a) is generally available to the public prior to its receipt by the receiving Party from the disclosing Party; (b) becomes generally available to the public after receipt by the receiving Party from the disclosing Party through no fault of the receiving Party or any of its subsidiaries, other affiliates, directors, officers, employees, contractors, subcontractors, or other agents; (c) is or becomes available to the receiving Party through a source other than the disclosing Party or its subsidiaries, affiliates, directors, officers, employees, contractors, subcontractors or other agents that is not known or reasonably believed to have any legal, contractual or fiduciary duty of confidentiality; or (d) is or has been developed by the receiving party independently of the disclosing Party or any of its subsidiaries, other affiliates, directors, officers, employees, contractors, subcontractors, or other agents and their respective Confidential Information.

    • Treatment of Confidential Information.

      Each Party covenant and agree that: (i) it will keep and maintain all Confidential Information of the other Party in strict confidence, using such degree of care as is appropriate and reasonable to avoid unauthorized use or disclosure; (ii) it will use and disclose Confidential Information of the other Party solely for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement, including to the extent necessary to any third party contractor who may be used to provide any of the Services hereunder; and (iii) it will not otherwise, directly or indirectly, disclose the other Party’s Confidential Information to any third party, except with disclosing Party’s prior written consent as permitted under the terms of this Agreement or as otherwise permitted hereunder.

    • Compelled Disclosure.

      In the event either Party receives a subpoena or other validly issued administrative or judicial process demanding Confidential Information of the other party, the recipient shall promptly notify the other Party and cooperate with such other Party, at its cost and expense, in such other Party’s efforts to avoid, limit the required disclosure of or otherwise request confidential treatment for any such Confidential and Proprietary Information.  Unless the demand shall have been timely limited, quashed or extended, then notwithstanding the confidentiality (non-disclosure) terms in this Section, the recipient shall be entitled to comply with such demand as, when and to the extent required or permitted by law; provided the recipient shall only provide such Confidential Information as is required to be disclosed.

    • Return or Destruction of Confidential Information.

      Upon the termination of the Agreement by either Party (in accordance with this Agreement) or at any other time upon the other Party’s request, each requested Party will return or, at the election of the Party holding the other Party’s Information, destroy all tangible Confidential Information provided by or on behalf of the other Party.  Such destruction or return will be confirmed by each Party in writing to the other Party.  Notwithstanding anything to the contrary contained herein, the recipient Party shall not be required to destroy copies of any computer records or files containing Confidential Information which have been created pursuant to any automatic archiving or backup procedures which cannot reasonably be deleted; provided that such receiving party shall not access any such records or files following its destruction of the Confidential Information.

    • Injunctive Relief.

      The Parties acknowledges that the disclosure of Confidential Information may cause irreparable injury to the disclosing Party and damages, which may be difficult to ascertain.  Therefore, the disclosing Party shall, upon a disclosure of any Confidential Information, be entitled to seek injunctive relief or other equitable relief against the receiving Party.

  1. Limitation of Liability. CT'S TOTAL LIABILITY, INCLUDING ANY LIABILITY OF ANY CT CONTRACTOR OR AFFILIATE, TO COMPANY UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED IN THE AGGREGATE THE SERVICE FEES PAID BY COMPANY TO CT HEREUNDER DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE MONTH IN WHICH A CLAIM IS FIRST ASSERTED AGAINST CT BY COMPANY.  NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE ABOVE LIMITIATIONS ON LIABILITIES SHALL NOT APPLY TO FRAUD OR WILLFUL MISCOUNDUCT. CT SHALL NOT BE LIABLE FOR ANY LOST PROFITS, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SIMILAR DAMAGES.
  1. Disclaimer of Warranties. CT DISCLAIMS AND EXCLUDES ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IRRESPECTIVE OF ANY COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE.  NO EMPLOYEE OR AGENT OF CT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS ANY OF THE WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT.  CT IS NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL SERVICES.  THE SERVICES DO NOT INCLUDE THE PROVISION OF LEGAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE AND SHOULD NOT BE RELIED UPON AS SUCH.  IF LEGAL OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL PERSON SHOULD BE SOUGHT.  CT PERSONNEL SHALL NOT RENDER ADVICE TO COMPANY REGARDING THE ACCURACY, COMPLIANCE WITH JURISDICTIONAL REQUIREMENTS OR COMPLETENESS OF THE REGULATORY FILINGS.
  1. Independent Contractor Status and Authority. Each party to this Agreement hereby agrees, and represents and warrants that it is an independent contractor and is not the other party’s agent or employee or partner or joint venture for any purpose whatsoever.
  1. Governing Law. This Agreement shall be governed by the laws of the State of New York without giving effect to any law or statutory provision which would require or permit the application of the laws of another jurisdiction. The Parties further agree that the Uniform Computer Information Transactions Act (UCITA) does not apply to this Agreement. Any Party bringing a legal action or proceeding against any other Party arising out of or relating to this Agreement shall bring the legal action or proceeding in any court of the State of New York sitting in Manhattan.  Each Party waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any action or proceeding arising out of or relating to this Agreement brought in any court of the State of New York sitting in Manhattan; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH PARTY, TO THE EXTENT PERMITTED BYLAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS IT CONTEMPLATES.  Each party acknowledges that it has received the advice of competent counsel.
  1. Additions or Modifications. No additions or modifications from the terms and conditions of this Agreement will be binding upon any party hereto unless agreed to in writing by each party.
  1. Assignment. No party may assign its rights and obligations under this Agreement without the prior written consent of each other party; however, CT may assign this Agreement to any affiliate in connection with any internal restructuring or re-organization or connection with any sale transaction involving CT or other affiliate who owns the CT assets.
  1. Waiver. A party may not waive a right or remedy except pursuant to a writing executed by such party. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Agreement, and no course of dealing between the Parties, operates as a waiver or estoppel of any right, remedy or condition.
  1. Survival. All provisions hereof relating to limitation of liability and disclaimer of warranties shall survive the completion of the Services or any earlier termination, expiration or rescission of this Agreement.
  1. Force Majeure. Neither Party shall be liable for failure or delay in performance of its obligations hereunder (other than Company’s obligation to pay the Fees for Services provided) when such failures or delay is caused by events or causes beyond the control of such Party, including, without limitation, any of the following events, acts of God, extreme weather, natural calamities, labor strikes or unrest, terrorist attacks, government actions, power outages and disruptions in communication lines.
  1. Notices. All notices under this Agreement shall be delivered (i) to the address set forth in the Order Form, for the Customer, and (ii) for CT, to C T Corporation System, 28 Liberty Street, 42nd Fl, New York, NY 10005, Attn: GM, with two copies, respectively, to the foregoing address, Attn: Associate GC, 43rd Floor and Attn: EVP & General Counsel, 26th Floor.  All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (a) on the date of service if served personally on the party hereto to whom notice is to be given; (b) on the day after delivery to Federal Express or similar overnight carrier or the Express Mail Service maintained by the United States Postal Service; or (c) on the fifth day after mailing, if mailed to the party to whom such notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed.
  1. Interpretation. The section headings in this Agreement are for convenience only and do not control the interpretation of this Agreement. The terms “include,” “includes,” and “including” mean without limitation by reason of enumeration.  The terms “herein,” “hereof,” and “hereunder” refer to this entire Agreement.  Unless the context otherwise requires, the term “or” is used in its inclusive sense (“and/or”).
  1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, including any confidentiality agreement or non-disclosure agreement previously entered into between the parties, and there are no warranties, representations or agreements between the Parties in connection with the subject matter hereof except as set forth in this Agreement. In the event of a conflict between the terms of this Agreement and any exhibit, schedule or attachment, the terms of this Agreement shall govern. Neither Party shall be bound nor liable to the other Party for any representation, warranty, promise, covenant or understanding made by any agent, employee or other person that is not embodied in this Agreement.  Purchase orders, work orders or similar documents submitted to CT by Company will be for Company’s internal administrative purposes only and the terms and conditions contained in any such purchase orders, work orders or similar documents will have no force and effect and will not amend or modify this Agreement.
  1. Counterparts. This Agreement may be signed in more than one counterpart, each of which shall be binding and all of which taken together shall be one and the same agreement.

 

Client License Information Center (CLiC) Application Services Terms and Conditions

The license to the CLiC Application and provision of the Services (as defined below) by C T Corporation System, a Delaware corporation ("CT"), is subject to the terms and conditions set forth below. You ("Company") (i) acknowledge that you have read and understand these terms and conditions, including the CLiC Application Order Form ("Order Form") and any schedules, exhibits and other attachments hereto (collectively, this "Agreement"), (ii) agree to the terms and conditions of this Agreement. When agreed to by Company by signing the Order Form, this Agreement shall be effective as of such date (the "Effective Date"). Company and CT are sometimes referred to herein individually as a "Party" or together as the "Parties."

1. SERVICES AND FEES.

1.1 License Grant; Provision and Use of the Services. Upon payment of the Fees set forth in the Order Form, CT hereby grants to Company a personal, limited, nonexclusive, non-transferable right to access and use (and to permit its Company Users (as defined below) to access and use) during the Term (as defined below) the CLiC Application for Company's own internal business purposes, each in accordance with the terms and conditions of this Agreement and any user documentation provided online. CT itself or through one or more of its affiliates, subcontractors or other agents ("CT Parties") shall provide to Company the services requested by or on behalf of Company (including those services described in Exhibit A and any successor website thereto) and any other services provided by CT to or for the benefit of Company (collectively, the "Services"), subject to the terms and conditions set forth herein. If Company wishes to receive any additional services not set forth in Exhibit A, and CT agrees to provide such services, CT may describe such additional services, applicable fees and any required additional terms and conditions in a separate written agreement, upon the execution of which such services shall be included in the Services. CT shall be responsible for the performance of any CT Parties. Company shall perform all Company responsibilities and obligations set forth in this Agreement and shall be responsible for the performance of its affiliates, personnel, subcontractors and other agents ("Company Users") and shall otherwise cooperate with CT in connection with CT's provision of the Services. Company shall use the Services only for the internal business purposes of Company and Company Users and shall be responsible for (i) ensuring that each of its Company Users receiving the Services complies with the terms and conditions of this Agreement and (ii) for any breach of the terms and conditions of this Agreement by any Company User to the same extent as if such Company User were "Company" hereunder. Company Users shall not include any competitors of CT, and Company shall not permit any third party to use the Services or CT Products in any way whatsoever without the prior written consent of CT. Without limiting the foregoing, Company shall not, and shall not permit any person or entity to, offer or use the Services for the benefit of any affiliated or unaffiliated third parties, including in any computer service business, service bureau arrangement, outsourcing or subscription service, time sharing or other participation arrangement. Company shall not use the Services in a manner contrary to or in violation of any applicable federal, state, or local law, rule, or regulation, including without limitation the Fair Credit Reporting Act (15 U.S.C.A. 1681 et seq.). User shall not screen scrape or otherwise collect or compile bulk information from CT's system. User certifies that it will not use any Content as a factor in establishing a consumer's eligibility for credit, insurance, employment, housing or governmental licenses.

1.2 Company Obligations. Company shall only use the CLiC Application and the Services in accordance with and subject to this Agreement. Company shall provide accurate data and information as required to receive the Services. Company shall pay all fees and pass-through expenses in accordance with this Agreement.

1.3 Company Information and Instructions. Company acknowledges and agrees that performance of the Services shall be dependent on the timely completion of Company's responsibilities and obligations under this Agreement and that additional fees may apply with respect to any modifications to standard documents or processes made by Company or at Company's request. Notwithstanding anything to the contrary herein, Company will be responsible for (i) the accuracy and completeness and the compliance, sufficiency and effectiveness under applicable law of all data, documents, templates or other information provided to CT or inputted into CT's system by Company or Company Users or on their behalf, or otherwise modified by them or at their request, and (ii) the consequences of any instructions given by Company or any Company User to CT.

1.4 Fees. For the license to the CLiC Application and the Services performed by CT or any CT Party under this Agreement, Company hereby agrees to pay CT the applicable fees in accordance with Exhibit A hereto (or, if not set forth in Exhibit A, CT’s then current standard fee schedules for such Service) and Section 5 below. Company will also be invoiced for all additional fees advanced by CT on behalf of Company or a Company User including taxes, statutory filing and other fees, correspondent, courier messenger or delivery charges, and any other fees or charges advanced by CT. The Fees set forth in Exhibit A are based on the requirements, projected use, specifications, volumes and quantity as communicated to CT by Company as of the Effective Date and may be revised if Company’s actual requirements, projected use, specifications, volumes or quantity materially varies from those communicated to CT.

2. THE TERM. This Agreement shall be effective for a period of one year commencing upon the Effective Date ("Initial Term") unless earlier terminated as set forth herein. At the end of the Initial Term, this Agreement shall automatically renew for additional one-year periods (each a "Renewal Term") upon payment of the applicable Fees by Company for the applicable additional year, unless terminated by either party upon at least sixty (60) days prior written notice to the other party prior to the end of the Initial Term or Renewal Term, as applicable. The Initial Term and Renewal Terms shall be collectively referred to herein as the "Term."

3. TERMINATION.

3.1 Termination.

3.1.1 Termination by Company. Company may terminate the Services provided hereunder (either individually or collectively) in the event that CT fails to cure a material breach of this Agreement within thirty (30) days after written notice thereof. In addition, Company may terminate the Services provided hereunder (either individually or collectively) at any time upon at least sixty (60) days prior written notice to CT. If Company elects to terminate the Services for convenience under this Section 3.1.1 at any time during the first three (3) months of either the Initial Term or any Renewal Term, Company shall receive a 25% refund of the Fees paid for such year for the BL Application Hub. In no event shall any portion of the Fees be refundable if termination occurs during the last nine (9) months of any term of this Agreement.

3.1.2 Termination by CT. CT may terminate the Services provided hereunder (either individually or collectively) in the event that Company fails to cure a material breach of this Agreement within thirty (30) days after written notice thereof. In addition, CT may terminate the Services (either individually or collectively) upon at least sixty (60) days prior written notice to Company. If CT terminates the Application Services for its convenience in accordance with the preceding sentence, CT will provide a pro rata refund of any prepaid but unused portions of the fees applicable to such Renewal Year.

3.2 Effect of Termination. In the event of any such termination, (i) Company will pay CT for Services provided under this Agreement to Company up through the date of termination, (ii) all rights (including any access and use rights and licenses) granted to Company by CT under this Agreement related to the terminated Services shall be terminated and (iii) at Company's request, all Company Data shall be returned to Company in accordance Section 7 below.

4. TAXES. Unless otherwise provided in this Agreement, Company shall pay all sales, consumer, use and similar taxes in connection with the Services (other than taxes on CT's net income).

5. STATEMENTS AND PAYMENT TERMS. CT shall submit to Company a reasonably detailed invoice which will set forth the Services used by, or provided to, Company during the applicable period and the fees charged for such Services, consistent with the terms of this Agreement. Company agrees to pay CT the applicable invoice amount within thirty (30) days of receipt of such invoice. All such fees and other amounts payable under this Agreement shall be referred to herein as the "Fees." All amounts set forth in invoices not paid in full by Company within 30 days (other than amounts in such invoices subject to a bona-fide good faith dispute) are subject to a late fee of 1.75% per month (or, if less, the maximum rate allowable by law) plus all costs of collection, including reasonable attorneys' fees. CT reserves the right to suspend access to and performance of the Services to any delinquent account without notice. Except as otherwise expressly set forth, CT reserves the right to modify the Fees from time to time.

6. CONFIDENTIAL INFORMATION AND TRADE SECRETS. Each party to this Agreement (each, a "Party") acknowledges that during the term of this Agreement, each Party may receive or have access to confidential and proprietary information about the other Party, and that this engagement by Company may bring the Parties into close contact with confidential and proprietary information of the other Party or third parties with whom Company or CT conducts business. "Confidential Information" includes all business and other proprietary information of the Party, written or oral, including without limitation the following: (i) information relating to planned or existing businesses or business initiatives; organizational restructuring plans; and actual and projected sales, profits and other financial and business information, (ii) information relating to technology, such as computer systems and systems architecture, including, but not limited to, computer hardware, computer software, source code, object code, documentation, methods of processing and operational methods; and (iii) information about the Party's employees and personnel.

6.1. Exclusions from Confidential Information. Notwithstanding the above, Confidential Information shall not include any portion of any information which: (a) is generally available to the public prior to its receipt by the receiving Party from the disclosing Party; (b) becomes generally available to the public after receipt by the receiving Party from the disclosing Party through no fault of the receiving Party or any of its subsidiaries, other affiliates, directors, officers, employees, contractors, subcontractors, or other agents; (c) is or becomes available to the receiving Party through a source other than the disclosing Party or its subsidiaries, affiliates, directors, officers, employees, contractors, subcontractors or other agents that is not known or reasonably believed to have any legal, contractual or fiduciary duty of confidentiality; or (d) is or has been developed by the receiving party independently of the disclosing Party or any of its subsidiaries, other affiliates, directors, officers, employees, contractors, subcontractors, or other agents and their respective Confidential Information.

6.2 Treatment of Confidential Information. Each Party covenant and agree that: (i) it will keep and maintain all Confidential Information of the other Party in strict confidence, using such degree of care as is appropriate and reasonable to avoid unauthorized use or disclosure; (ii) it will use and disclose Confidential Information of the other Party solely for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement, including to the extent necessary to any third party contractor who may be used to provide any of the Services hereunder; and (iii) it will not otherwise, directly or indirectly, disclose the other Party's Confidential Information to any third party, except with disclosing Party's prior written consent as permitted under the terms of this Agreement or as otherwise permitted hereunder.

6.3 Compelled Disclosure. In the event either Party receives a subpoena or other validly issued administrative or judicial process demanding Confidential Information of the other party, the recipient shall promptly notify the other Party and cooperate with such other Party, at its cost and expense, in such other Party's efforts to avoid, limit the required disclosure of or otherwise request confidential treatment for any such Confidential and Proprietary Information. Unless the demand shall have been timely limited, quashed or extended, then notwithstanding the confidentiality (non-disclosure) terms in this Section, the recipient shall be entitled to comply with such demand as, when and to the extent required or permitted by law; provided the recipient shall only provide such Confidential Information as is required to be disclosed.

6.4 Return or Destruction of Confidential Information. Upon the termination of the Agreement by either Party (in accordance with this Agreement) or at any other time upon the other Party's request, each requested Party will return or, at the election of the Party holding the other Party's Information, destroy all tangible Confidential Information provided by or on behalf of the other Party. Such destruction or return will be confirmed by each Party in writing to the other Party. Notwithstanding anything to the contrary contained herein, the recipient Party shall not be required to destroy copies of any computer records or files containing Confidential Information which have been created pursuant to any automatic archiving or backup procedures which cannot reasonably be deleted; provided that such receiving party shall not access any such records or files following its destruction of the Confidential Information.

6.5 Injunctive Relief. The Parties acknowledges that the disclosure of Confidential Information may cause irreparable injury to the disclosing Party and damages, which may be difficult to ascertain. Therefore, the disclosing Party shall, upon a disclosure of any Confidential Information, be entitled to seek injunctive relief or other equitable relief against the receiving Party.

7. OWNERSHIP RIGHTS. All intellectual property rights in the Services and products (including related tutorials and documentation) provided or made available to Company or a Company User by CT as a part of the Services (including all improvements, enhancements, modifications or updates) ("CT Products") shall remain the exclusive, sole and absolute property of CT or the third parties from whom CT has obtained the right to use the CT Products. Intellectual property created by CT pursuant to this Agreement shall be owned by CT. During the Term, Company shall have a personal, non-transferable, non-exclusive right to access and use the CT Products (including CTAdvantage.com and any successor website thereto) in connection with the Services solely as set forth in Section 1.1. Client will not (and will not allow any third party to): (i) permit any third party to access and use the CT Products; (ii) decompile, disassemble, or reverse engineer the CT Products; (iii) use the CT Products or any Confidential Information to develop a competing product or service; (iv) provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the CT Products for the benefit of any third party; (v) use the CT Products in violation of any applicable laws or regulations; or (vi) remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the CT Products (including any screen displays, etc.) or any other products or materials provided by CT hereunder. Company shall at all times retain all intellectual property rights in all Company data, proprietary information and materials provided by Company to CT in connection with the use and receipt of the Services ("Company Data"). At the request of Company upon termination or expiration of this Agreement, CT will within sixty (60) days and at no additional charge provide Company with all Company Data in CT's possession in a comma delimited (.CSV) format of such data within the CLiC Application. If Company requires such Company Data to be provided in a different format (including, a request for a subset of Company Data as opposed to all Company Data), such work shall be performed for additional charges at CT's then-current fee for such services. In such event, the Company Data shall be provided to Company within sixty (60) days after request and payment of the additional fees for such services.

8. WARRANTIES / DISCLAIMER.

8.1 Company Warranties. Company represents and warrants that (i) it has the requisite power, authority and capacity to enter into this Agreement and to perform the obligations required of it hereunder; (ii) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have each been duly and validly authorized by all necessary action; (iii) it has or has obtained all necessary authority to order the Services provided by CT; (iv) it has or has obtained all the necessary consents from any affected third parties to provide the information and documents to CT in connection with the Services; and (v) all information, templates and documents provided by or on behalf of Company or any Company User to CT hereunder, or otherwise modified by them or at their request, will comply in all respects with applicable law and the requirements of the applicable jurisdictions.

8.2 CT PROVIDES THE SERVICES AND ANY RELATED DOCUMENTATION, SOFTWARE OR EQUIPMENT WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. CT DISCLAIMS AND EXCLUDES ANY AND ALL OTHER WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IRRESPECTIVE OF ANY COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE. COMPANY SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES AND CT SHALL HAVE NO LIABILITY THEREFOR. NO EMPLOYEE OR AGENT OF CT OR ANY CT PARTY IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS ANY OF THE WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT. CT IS NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL ADVICE OR SERVICES. THE SERVICES DO NOT INCLUDE THE PROVISION OF LEGAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE AND SHOULD NOT BE RELIED UPON AS SUCH. IF LEGAL OR OTHER EXPERT ASSISTANCE IS REQUIRED, COMPANY SHOULD CONSULT WITH ITS LEGAL COUNSEL OR OTHER APPROPRIATE ADVISORS. CT AND ITS DATA PROVIDERS AND LICENSORS CANNOT AND DO NOT ACCEPT ANY LIABILITY FOR DELAYS, ERRORS OR OMISSIONS IN THE INFORMATION PROVIDED BY STATE OR OTHER GOVERNMENTAL OR THIRD-PARTY INFORMATION PROVIDERS OR FILING OR RECORDING SYSTEMS, NOR DOES CT ACCEPT ANY LIABILITY WITH RESPECT TO THE DISCLOSURE OR COMPANY’S USE OF INFORMATION OR RECORDS THAT MAY CONTAIN PERSONALLY IDENTIFIABLE INFORMATION.

9. LIMITATION OF LIABILITY.

9.1 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY HERETO SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING LOSS OF PROFITS, REVENUES, SAVINGS, BUSINESS OR DATA), REGARDLESS OF THE FORM OF THE CLAIM OR ACTION (WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, STATUTE OR ANY OTHER LEGAL THEORY) AND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBLE EXISTENCE OF SUCH LOSSES OR DAMAGES.

9.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT FOR CLAIMS BY COMPANY ARISING AS A RESULT OF AND ONLY TO THE EXTENT OF CT'S FRAUD OR WILLFUL MISCONDUCT, FOR WHICH THERE SHALL BE NO LIMITATION ON DIRECT DAMAGES, CT'S TOTAL AND CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY COMPANY TO CT IN THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH A CLAIM IS FIRST ASSERTED AGAINST CT BY COMPANY, LESS AGGREGATE DAMAGES PREVIOUSLY PAID BY CT UNDER THIS AGREEMENT.

10. INDEPENDENT CONTRACTOR. CT is acting in performance of this Agreement as an independent contractor.

11. ASSIGNMENT. Neither this Agreement, nor any of the rights or obligations under this Agreement, may be assigned by either Party without the prior written consent of the other. Notwithstanding anything to the contrary in this Agreement, CT may assign this Agreement in whole or in part or any of its rights or obligations hereunder, upon written notice to Company, to an affiliate of CT; provided that any such assignment shall not release CT from its obligations under this Agreement.

12. COMMUNICATIONS. All notices under this Agreement shall be delivered (i) to the address set forth in the Order Form, for the Company, and (ii) for CT, to C T Corporation System, 28 Liberty Street, 42nd Fl, New York, NY 10005, Attn: GM, with two copies, respectively, to the foregoing address, Attn: Associate GC, 43rd Floor and Attn: EVP & General Counsel, 26th Floor. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (a) on the date of service if served personally on the party hereto to whom notice is to be given; (b) on the day after delivery to Federal Express or similar overnight carrier or the Express Mail Service maintained by the United States Postal Service; or (c) on the fifth day after mailing, if mailed to the party to whom such notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed.

13. SURVIVAL. All provisions hereof relating to proprietary rights, confidentiality and non-disclosure, indemnification and limitation of liability shall survive the completion of the Services or any earlier termination, expiration or rescission of this Agreement.

14. INTERPRETATION. The section headings in this Agreement are for convenience only and do not control the interpretation of this Agreement. The terms "include," "includes," and "including" mean without limitation by reason of enumeration. The terms "herein," "hereof," and "hereunder" refer to this entire Agreement. Unless the context otherwise requires, the term "or" is used in its inclusive sense ("and/or").

15. APPLICABLE LAW; FORUM; WAIVER OF TRIAL BY JURY. This Agreement shall be governed by the laws of the State of New York without giving effect to any law or statutory provision which would require or permit the application of the laws of another jurisdiction. The Parties further agree that the Uniform Computer Information Transactions Act (UCITA) does not apply to this Agreement. Any Party bringing a legal action or proceeding against any other Party arising out of or relating to this Agreement shall bring the legal action or proceeding in any court of the State of New York sitting in Manhattan. Each Party waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any action or proceeding arising out of or relating to this Agreement brought in any court of the State of New York sitting in Manhattan; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY, TO THE EXTENT PERMITTED BYLAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS IT CONTEMPLATES. Each party acknowledges that it has received the advice of competent counsel.

16. SEVERABILITY. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision is to that extent deemed omitted, and the balance of this Agreement remains in full force if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.

17. AMENDMENTS. No amendment or modifications to this Agreement shall be valid or enforceable unless in writing executed by the authorized representatives of Company and CT.

18. WAIVER. A Party may not waive a right or remedy except pursuant to a writing executed by such Party. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Agreement, and no course of dealing between the Parties, operates as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion. The rights and remedies of the Parties set forth in this Agreement are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity or by statute.

19. FORCE MAJEURE. Neither Party shall be liable for failure or delay in performance of its obligations hereunder (other than Company's obligation to pay the Fees for Services provided) when such failures or delay is caused by events or causes beyond the control of such Party, including, without limitation, any of the following events, acts of God, extreme weather, natural calamities, labor strikes or unrest, terrorist attacks, government actions, power outages and disruptions in communication lines.

20. EXHIBITS. All exhibits, schedules, and attachments to this Agreement are incorporated into this Agreement by reference and made a part of this Agreement.

21. NO THIRD-PARTY BENEFICIARIES. The Parties intend that this Agreement will not benefit or create a right or cause of action in or on behalf of any person or entity, other than the Parties.

22. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, including any confidentiality agreement or non-disclosure agreement previously entered into between the parties, and there are no warranties, representations or agreements between the Parties in connection with the subject matter hereof except as set forth in this Agreement. In the event of a conflict between the terms of this Agreement and any exhibit, schedule or attachment, the terms of this Agreement shall govern. Neither Party shall be bound nor liable to the other Party for any representation, warranty, promise, covenant or understanding made by any agent, employee or other person that is not embodied in this Agreement. Purchase orders, work orders or similar documents submitted to CT by Company will be for Company's internal administrative purposes only and the terms and conditions contained in any such purchase orders, work orders or similar documents will have no force and effect and will not amend or modify this Agreement.

 

CT Business License Transactional Services Terms and Conditions

The provision of Services by C T Corporation System, a Delaware corporation ("CT"), and your use thereof, is subject to these terms and conditions (this "Agreement"). You ("Customer") acknowledge that you agree to comply with this Agreement and are authorized to agree on behalf of all Customer Users. Notwithstanding anything to the contrary herein, your use of, or payment for, the Services shall be deemed your acceptance of this Agreement. No modifications by you to these terms and conditions shall be effective unless agreed by CT in writing.

1. SERVICES AND FEES; PAYMENT TERMS; TAXES

1.1 Provision and Use of the Services; Fees. CT itself or through one or more of its affiliates, subcontractors or agents ("CT Parties") shall provide to Customer and its affiliates the services requested by Customer or a Customer User and described at ct.wolterskluwer.com/service-descriptions and any other services requested by Customer or a Customer User and provided by CT (collectively, the "Services"). The provision and use of the Services shall also be subject to the terms and conditions located at ct.wolterskluwer.com/services terms and conditions. CT shall be responsible for the performance of any CT Parties. Customer shall perform its responsibilities and obligations set forth in this Agreement, be responsible for the compliance of its personnel, affiliates and permitted third party users ("Customer Users") herewith and cooperate with CT in connection with CT's provision of the Services. Customer shall use the Services only for the internal business purposes of Customer and its affiliates. Customer Users shall not include any competitors of CT, and Customer shall not permit any third party to use the Services or CT Products without the prior written consent of CT. Customer shall not (i) resell, offer or use the Services for the benefit of any third parties or (ii) use the Services in violation of any applicable law, rule, or regulation. Customer agrees to pay CT the applicable fees for the Services in accordance with CT's then current standard fee schedules for such Services (or as otherwise agreed by CT and Customer (the "Parties")). Customer shall also pay all additional fees advanced by CT on behalf of Customer, including taxes, statutory fees, and correspondent and courier charges. Customer agrees to pay CT all invoiced amounts within thirty (30) days of invoice, subject to a late fee of 1.75% per month plus costs of collection. Following such 30-day period, CT's obligation to provide the Services shall be suspended during any period of nonpayment by Customer. Customer shall pay all sales, use and similar taxes in connection with the Services.

1.2 Customer Information and Instructions. Performance of the Services requires the timely completion of Customer's responsibilities and obligations. Additional fees may apply for any modifications to standard documents or processes made by Customer or at Customer's request. Customer will be responsible for (i) the accuracy and completeness and the compliance, sufficiency and effectiveness under applicable law of all data, documents, templates or other information provided to CT by or on behalf of Customer, and (ii) any instructions given by Customer or any Customer User to CT.

2. TERM; TERMINATION. The term of this Agreement shall be effective as of the start of Customer's most recent billing cycle (the "Effective Date") and continue until terminated as set forth herein (the "Term"). Either Party may terminate this Agreement or a particular Service (i) if the other Party fails to perform any material obligation of this Agreement (including the payment of amounts owed hereunder) and fails to cure such failure within thirty (30) days of notice thereof, (ii) if the other Party seeks protection under bankruptcy or similar laws, or (iii) at any time upon 180 days' prior written notice to the other Party. CT may terminate this Agreement at any time if legally required or upon belief of Customer's improper use of the Services. In the event of any termination of this Agreement, (a) Customer shall pay CT for Services (1) provided under this Agreement through the date of termination and (2) that CT is legally required to provide to Customer following termination, (b) Customer shall also pay all fees in connection with the removal of CT's name as its Registered Agent in each applicable Secretary of State's office, (c) CT's obligations to provide the Services shall cease and (d) all rights granted to Customer by CT under this Agreement related to terminated Services shall terminate. All provisions relating to ownership rights, confidentiality and non-disclosure, and limitation of liability shall survive any termination of this Agreement.

3. CONFIDENTIALITY. "Confidential Information" includes any proprietary or confidential information provided by the disclosing Party to the receiving Party other than any information which: (a) is generally available to the public through no fault of the receiving Party or any of its affiliates or its or their directors, officers, employees, contractors, or other agents (collectively, a Party's "Representatives"); (b) is or becomes available to the receiving Party through a source other than the disclosing Party or its Representatives without duty of confidentiality; or (c) is or has been developed by the receiving Party independently of the disclosing Party's Confidential Information. Anonymized and de-identified data shall not be considered Customer's Confidential Information and CT shall be permitted to retain and utilize such data. Each Party shall (i) keep all Confidential Information of the other Party confidential, (ii) not disclose the other Party's Confidential Information to any third party except if required by law, subpoena or similar legal demand, and (iii) use and disclose Confidential Information of the other Party only as necessary to perform its obligations herein (including CT's disclosure to its Representatives).

4. OWNERSHIP RIGHTS. All intellectual property rights related to the Services (including all products, documentation thereof and modifications thereto) ("CT Products") shall remain the exclusive property of CT or its licensors. During the Term, Customer shall have a personal, non-transferable, non-exclusive right to access and use the CT Products in connection with the Services solely as set forth herein.

5. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. THE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE SERVICES DO NOT INCLUDE THE PROVISION OF LEGAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE AND SHOULD NOT BE RELIED UPON AS SUCH. CT, ITS DATA PROVIDERS AND THE CT PARTIES SHALL HAVE NO LIABILITY FOR DELAYS, ERRORS OR OMISSIONS IN THE INFORMATION PROVIDED BY GOVERNMENTAL OR THIRD-PARTY INFORMATION PROVIDERSOR FILING SYSTEMS OR WITH RESPECT TO INFORMATION OR RECORDS THAT MAY CONTAIN PERSONALLY IDENTIFIABLE INFORMATION. NEITHER PARTY (NOR ANY CT PARTY) SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND THE TOTAL LIABILITY OF CT AND THE CT PARTIES UNDER THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF (I) $50,000 AND (II) AN AMOUNT EQUAL TO THE FEES PAID BY CUSTOMER TO CT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH A CLAIM IS FIRST ASSERTED AGAINST CT BY CUSTOMER. CT AND THE CT PARTIES ARE NOT INSURERS WITH REGARD TO THE SERVICES AND SHALL HAVE NO LIABILITY FOR ANY LOSS OF UNDERLYING COLLATERAL OR LOSS (OR DECREASED PRIORITY) OF SECURITY INTEREST.

6. COMMUNICATIONS. All communications to CT under this Agreement shall be delivered to: CT, 28 Liberty St, 42nd Fl, New York, NY 10005, Attn: GM, with copies to (i) the foregoing address, 43rd Fl, Attn: Associate GC, and (ii) the foregoing address, 26th Fl, Attn: EVP and General Counsel.

7. APPLICABLE LAW; FORUM; WAIVER OF TRIAL BY JURY. This Agreement shall be governed by the laws of the State of New York. Any Party bringing a legal action relating to this Agreement shall bring such action in any court sitting in New York City, and each Party waives any objection to such courts. EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY SUCH ACTION.

8. MISCELLANEOUS. This Agreement constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior agreements. This Agreement, or any rights or obligations hereunder, may not be assigned by Customer without the prior written consent of CT. No modifications to this Agreement shall be valid unless in a writing executed by the Parties. CT is acting in performance of this Agreement as an independent contractor. There shall be no third party beneficiaries to this Agreement. Neither Party shall be liable for failure or delay in performance of its obligations hereunder (other than Customer's obligation to pay the fees for Services provided) caused by events beyond its control.