LicenseLogix, LLC (LicenseLogix) is a service company designed to provide various business services. LicenseLogix uses the information provided either verbally, in the client’s account, or on order forms to complete the information on the required state forms. LicenseLogix is not a law firm and neither LicenseLogix nor any of its employees provide legal services or legal advice; however LicenseLogix’s representatives may express their opinions and provide accurate and authoritative information and services with regard to the subject matter covered. Further, no representations or warranties, expressed or implied, are given regarding the legal or other consequences resulting from the use of our services or forms and all services and information provided to the client are offered with the understanding that they are to be used in a legal and prudent manner.

LIABILITY: LicenseLogix, its agents, representatives and employees specifically disclaim any warranty beyond the limited warranty stated herein, whether express or implied, including the implied warranties of merchantability and fitness for purpose. Under no circumstances are LicenseLogix, its advisors, agents, representatives or employees liable or responsible for any damage or inconvenience caused or alleged to be caused by the use of our services. LicenseLogix does not assume any legal, financial or other liability or responsibility for the accuracy, completeness or usefulness of any official documents prepared and/or filed by a client directly with a jurisdiction filing agency by the client unless LicenseLogix's pre-clearance services have been engaged and the documents and/or their contents approved by LicenseLogix. Any documents prepared and/or filed by the client are subject to review for correct information and LicenseLogix will not be liable for any fees associated with subsequent corrections, amendments or any other type of revisions for documents not prepared and filed by LicenseLogix. LicenseLogix's financial liability is limited only to amounts paid to LicenseLogix.

Except in the case of LicenseLogix's proven negligence or willful misconduct, in either of which events LicenseLogix's liability (in the aggregate) shall not exceed $50,000, LicenseLogix's entire liability and Client's exclusive remedy for damages due to performance or non-performance of LicenseLogix, for any cause or service whatsoever, regardless of the form of action, whether in contract or in tort, shall be limited to the refund of the charges specifically related to the performance or non-performance of the direction of Client. In no event does LicenseLogix assume any liability whatsoever to any party other than the Client for Client's use of LicenseLogix's services, and Client agrees to indemnify LicenseLogix against any claims brought by such parties. Client is prohibited from assigning any cause of action or remedy to any third party and is further prohibited from encouraging any third party from bringing any cause of action against LicenseLogix.

While LicenseLogix takes reasonable steps to provide complete and accurate services, LicenseLogix cannot warrant or guarantee that its services are complete or error free. LicenseLogix is not an insurer with regard to the services performed. In order to obtain LicenseLogix's services for the charges stated, Client agrees to assume the risk for any and all liabilities disclaimed by LicenseLogix and all damages in excess of the limited remedy provided herein.

LicenseLogix shall not be liable to Client or any third party for any direct, indirect, special consequential or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use of LicenseLogix's services, even if LicenseLogix has been advised of the possibility of such damages.

LICENSE COMPLIANCE SERVICES; DISCONTINUING LICENSE COMPLIANCE SERVICES: If Client subscribes to CLiC and automatic license renewal services (together, “License Compliance”) at any point in time, Client hereby acknowledges and agrees that in the event (a) Client’s business entity voluntarily or involuntarily discontinues business operations; (b) Client wish to abandon its business entity; or (c) Client wishes to discontinue LicenseLogix’s License Compliance services, Client will satisfy at least one of the following cancellation conditions (collectively, “Cancellation Conditions”):

  1. Client must inform LicenseLogix, in writing, of its intent to discontinue LicenseLogix’s License Compliance services and pay any outstanding fees relating to CLiC, renewal services, and renewal fees; or
  2. Client must be properly and legally dissolved, withdrawn, cancelled or otherwise terminated, whether through LicenseLogix, independently or through another service provider.

Client hereby acknowledges and agrees that if it does not satisfy at least one of the Cancellation Conditions before the date that the annual fee becomes due, Client shall be charged the full annual CLiC fee, as well as any unpaid service or renewal fees. If, thereafter, Client satisfies one of the Cancellation Conditions, Client will not be entitled to a pro-rata refund. Further, Client acknowledges and agrees that if any outstanding fee has not been paid by its due date, LicenseLogix may, in its sole discretion, charge those fees to the payment method Client provided during registration or in subsequent account payments. Additionally, if the account is in delinquent status or the entity is defunct, any account contacts, including, but not limited to the account primary contact and entity officers and/or directors shall be responsible for the payment of the account.

In the event Client engages LicenseLogix for License Compliance services and subsequently executes a renewal filing for a license subject to the automatic license renewal services, LicenseLogix will treat it as an order cancellation and will charge Client a prorated service fee for any and all work performed by LicenseLogix on the renewal filing up to the date LicenseLogix became aware that the renewal filing was handled by Client, plus jurisdiction filing fees or supplier fees that have already been paid.

TRAC:  Subscription to TRAC  requires that Client remit each quarter’s TRAC payment prior to receiving that quarter’s TRAC report.  Cancellation of Client’s TRAC subscription will apply only to future TRAC reports.  There will be no refunds granted for TRAC reports once they have been sent to the client.  Subscribers to TRAC hereby agree that TRAC reports are the proprietary intellectual property of LicenseLogix.  Subscribers further agree that TRAC reports will be utilized for the subscriber’s exclusive use only and shall not be redistributed or repurposed for commercial purposes or financial gain. Violations of this clause will be enforced under the greatest extent of the law.

SCOPE OF SERVICES: LicenseLogix, its agents, representatives and employees shall carry out or cause to be carried out the scope of services identified within the service agreement or statement of work executed by LicenseLogix and Client (“Client Service Agreement”). LicenseLogix reserves the right to charge for additional work performed outside of the scope of services, including but not limited to:

  1. Customized research;
  2. Jurisdictional outreach outside the normal course of business;
  3. Correspondence with third-party advisors on behalf of the Client;
  4. Custom reporting obligations incurred by LicenseLogix at the Client’s request;
  5. Auxiliary conference calls;
  6. Client informational changes that occur after the scope of services has commenced;
  7. Orders requiring work performed outside of LicenseLogix’s established business hours; and
  8. Additional work performed by LicenseLogix due to deficiencies created by Client’s deviation from LicenseLogix’s recommended course of action.

ORDER FULFILLMENT:  Client expressly authorizes LicenseLogix to affix Client’s electronic signature to documents as necessary to permit LicenseLogix to perform services on Client's behalf or upon Client's direction under this or any agreement between Client and LicenseLogix.

CLIENT RESPONSIBILITY: Client assumes liability for all charges incurred as a result of any and all services performed by LicenseLogix on Client's behalf or upon Client's direction. Such charges shall be due and payable upon receipt of LicenseLogix's invoice.

Client accepts full responsibility for the proper and legal use of the information and/or services so provided and for complying with any tax consequences or tax filing requirements arising as a result.

It is the Client's sole responsibility to keep LicenseLogix informed as to any changes in address, or of changes of persons authorized to receive LicenseLogix notifications, reports, processes and legal matters. Such changes are deemed to be effective when entered into LicenseLogix's client database system.

It is also the Client’s responsibility to provide LicenseLogix with responses to requests for information within commercially reasonable response times.  Undue delays caused by Client’s failure to meet this obligation may result in order cancellation or additional service fees if additional work is required to be performed by LicenseLogix as a result of the Client delay.

PAYMENT TERMS: Client is responsible for all fees incurred as a result of any and all services performed by LicenseLogix on Client’s behalf or at Client’s direction. LicenseLogix will invoice Client upon commencing service for Client.  Payment of invoice is due upon receipt by Client unless otherwise agreed to by LicenseLogix and Client. 

Client shall maintain a valid credit card on file with LicenseLogix.  LicenseLogix will charge the credit card on file 24 hours after emailing an invoice to Client unless otherwise directed by Client. 

A late payment surcharge of $25 will be assessed (15) days after the invoice due date.  Additional late payment surcharges of $50 may be applied every 30 days after the invoice due date.  Delinquent accounts may trigger order cancellations if not paid in full.

If Client subscribes to CLiC, TRAC, and/or automatic license renewal services, such purchase includes enrollment in LicenseLogix’s automatic billing program.  By enrolling in our automatic billing program, Client authorizes LicenseLogix to charge Client’s credit card for the CLiC subscription fee and/or license renewals executed under the automatic renewal service without any additional action by Client.  Client may cancel the automatic billing program at any time for any reason by contacting LicenseLogix customer service.

REFUNDS: All refund requests must be made within sixty (60) days of the issuance of invoice.

CANCELLED ORDERS: In the event that the Client cancels an order after authorizing LicenseLogix to perform the service, LicenseLogix will charge the Client a prorated service fee for any and all work performed up to the date of cancellation, plus jurisdiction filing fees or supplier fees that have already been paid. Money paid to the jurisdiction filing agency for filing fees or to suppliers for goods or services is not refundable.

RETURNED CHECKS AND CREDIT CARD CHARGEBACKS: A $35 fee will be added to all checks returned to LicenseLogix due to non-sufficient funds or closed accounts. In addition, a bank service fee will be charged on these checks. For credit card payments that are charged back by the client, a $35 fee will be assessed along with any collection costs.

NEGOTIATED PRICING: Any special or reduced product or service pricing in recognition of quantity or other consideration is provided with the understanding and acceptance that all invoices are be paid on or before the due date of the invoice. If an invoice with items billed at a special pricing rate is not paid on or by the due date, LicenseLogix reserves the right to revert pricing on those items to its standard rate.

DISCLAIMER: The information and services provided by LicenseLogix are intended to provide accurate and authoritative information with regard to the subject matter covered. LicenseLogix and its representatives are only expressing their opinions. If you require specific tax, financial, business or legal advice, the services of a competent professional person should be retained. (Adapted from the Declaration of Principals jointly adopted by a committee of the American Bar Association and a committee of Publishers and Associations).

LEGAL JURISDICTION: The laws of New York shall govern.