Startup Documents Terms of Use

Effective Date: June 28, 2016

Startup Documents Inc. (referred to as “Startup Documents,” “Company,” “us,” “our,” or “we”) provides the StartupDocuments.com site (“Site”) and various related services, such as its document generator and informational articles or media (“Services”) subject to your compliance with these terms, conditions, and notices contained or referenced herein (the “Terms of Use”), as well as any other written agreement between Startup Documents and you or your company. The terms “you” and “your” refer to each customer, visitor, or user of our Site and Services. If you access this Site and/or use our Services on behalf of another entity or organization, you represent and warrant that you have the full authority to act on behalf of such other entity or organization, to bind that entity or organization to these Terms of Use, and that you agree to these Terms of Use on that entity or organization’s behalf. In addition, when using particular Services on this Site, may be subject to any posted guidelines or rules applicable to such Services that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

ELIGIBILITY

In order to register for our Services, you represent and warrant that:

  • YOU ARE AT LEAST 18 YEARS OF AGE AND ARE LEGALLY ABLE TO ENTER INTO A BINDING CONTRACT;
  • YOU RESIDE IN A JURISDICTION WHERE DOCUMENT AUTOMATION, LEGAL SELF-HELP TOOLS, OR ANY OF THE SERVICES OFFERED ON OUR SITE ARE NOT PROHIBITED BY LAW; AND
  • YOU ARE NOT A RESIDENT OF ARKANSAS, ALABAMA, OR NORTH CAROLINA.

By completing any Site registration process or using this Site, you acknowledge that (i) you have read and agree to be bound by these Terms of Use; and (ii) you agree to comply with all applicable laws and regulations, including US state and federal securities laws and regulations and export and re-export control laws and regulations. If you do not meet the eligibility requirements of this section and do not wish to be bound by these Terms of Use, please discontinue use of the Site immediately. Your remedy for dissatisfaction with this Site, or any Services, content, or other information available on or through this Site, is to stop using the Site and / or those particular Services. Your agreement with us regarding compliance with these Terms of Use becomes effective immediately upon commencement of your use of this Site.

OUR SERVICES DO NOT CONSTITUTE, AND ARE NOT INTENDED TO CONSTITUTE, LEGAL ADVICE. THERE IS NO ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND US AT ANY TIME.

Our Site and Services, including any online questionnaires and annotations, any articles or links thereof, or the documents that are generated through this Site do not constitute advertising, a solicitation, or legal advice. Our Services do not constitute the practice of law and the materials we provide on our Site are not customized to your particular needs. The annotations, articles, or links thereof are made available for general informational purposes only and are not guaranteed to be correct, complete, or up-to-date. Note that we do not review any of your materials or the content we provide on our Site for accuracy or legal sufficiency and will not draw conclusions, provide legal advice, or provide any feedback on your particular situation and needs. Neither the availability, operation, transmission, receipt, nor use of this Site or documents on this Site is for the purpose of requesting legal advice, securing legal services, or retaining a lawyer nor is intended to create, or constitute the formation of any attorney-client relationship or other special relationship or privilege. You do not and will not have an attorney-client relationship with Startup Documents or any employee or agent of Startup Documents unless otherwise reflected in a separately executed legal services agreement through a law firm. This Site, the content available on or through this Site, and the documents on this Site are not a substitute for the advice of an attorney; you should not rely on the Site or Site documents for any purposes without seeking legal advice from a licensed lawyer in the relevant jurisdiction. Any information you provide to us is not protected by attorney-client privilege or as work product. You are and will be representing yourself in any matter you engage in while using our Services.

We do not intend to advertise to or otherwise solicit customers in jurisdictions where our Services are not permitted by law and the Site and documents generated on this Site do not constitute any such advertisement or solicitation. You should determine whether or not use of our Site or Services is lawful in your particular jurisdiction prior to using our Site or Services.

LEGAL DOCUMENT ASSISTANT

We are registered with the County Clerk of the City and County of San Francisco as a legal document assistant authorized by California Business & Professions Code Section 6400. Though our Site is operated by licensed attorneys (outside of their respective law practices) and all of the articles that are published on this site are authored by licensed lawyers, the County Clerk has not evaluated or approved our knowledge or experience, or the quality of our Services. This Site is not the Site of a law firm and we may not perform the services that a lawyer performs through this Site. You may obtain information regarding free or low-cost representation through a local bar association or legal aid foundation and you may contact local law enforcement, a district attorney, or a legal aid foundation if you believe that you have been a victim of fraud, the unauthorized practice of law, or any other injury. If you have any questions about any of the forms available for free or for sale on this Site, please contact a lawyer.

Registered agent services

Startup Documents may provide you with registered agent Services in California and other states. If you use our registered agent Service, you may be required to pay recurring annual fees, which will be due and payable in advance of any anniversary date. You will receive an email notice from us when your fees are due and may click on the link we provide to submit your payment before the due date. Failure to pay on time or payments after the due date may adversely impact your company’s good standing status with the relevant state office, may result in additional fees and penalties, assessed against your company, and may endanger your limited liability status.

YOUR ACCESS TO THE SITE

To access this Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of this Site that all the information you provide on this Site will be correct, current, and complete and that you will abide by these Terms of Use. If Startup Documents believes that the information you provide is not correct, current, or complete, that you have violated any provision in these Terms of Use, or for any or no reason at all, Startup Documents has the right to refuse you access to this Site or any of its resources, to suspend your access to any of Startup Documents’ Services, or to temporarily suspend or permanently terminate your user account, with or without a prorated refund of any prepaid amounts in its sole discretion. All information you provide to register with this Site or otherwise, including but not limited to through the use of any interactive features or document generators on the Site, is governed by our Privacy Policy www.startupdocuments.com/privacy_policy, which applies to all Site users and visitors.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

ADDITIONAL TERMS

Some Services are also subject to additional terms below (the “Additional Terms”). New Additional Terms may be added from time to time.

If there is any conflict between the terms in these Terms of Use and the Additional Terms, then the Additional Terms govern in relation to that Service.

RESTRICTIONS ON YOUR USE

You are granted a nonexclusive, nontransferable, revocable, limited license to access and use this Site in accordance with these Terms of Use and any other notices or instructions that are posted elsewhere on our Site. You may use this Site for purposes expressly permitted by us. As a condition of your use of the Site and Services, you warrant to us that you will not use the Site or Services for any purpose that is prohibited by these terms, conditions, and notices and will do none of the following:

  • Conduct or promote any illegal activities while using the Site or Services;
  • Upload, distribute or print anything that may be harmful to minors;
  • Transmit any material which violates or infringes upon the rights of others, or unlawful;
  • Transmit any information that we believe to be, in our sole discretion, abusive, excessively violent, harassing, defamatory, vulgar, obscene, lewd, lascivious, or otherwise objectionable;
  • Attempt to reverse engineer or jeopardize the correct functioning of the Site or Services, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site;
  • Attempt to gain access to secured portions of the Site or Services to which you do not possess access rights or obtain or attempt to obtain any materials, content, or information through any means not intentionally made available or provided for through the Site or Services;
  • Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
  • Use the Site or Services to generate unsolicited email advertisements or spam;
  • Use any automatic or manual process to search or harvest information from the Site or Services, or to interfere in any way with the proper functioning of the Site and Services;
  • Use the Site or Services in any manner which could disable, overburden, damage, or impair the Site or interfere with any other party’s use and enjoyment of the Site;
  • Impersonate another user or an employee of Startup Documents, or its partners or providers;
  • "Frame," inline link or similarly display the Site's content or property without the express prior written permission of an authorized representative of Startup Documents; or
  • Co-brand this Site without the express prior written permission of an authorized representative of Startup Documents. For purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this Site or content accessible within this Site.

You agree to cooperate with Startup Documents in causing any of the prohibited activities set forth in this section to immediately to cease.

PAYMENT OF FEES

If you subscribe to a Service on this Site that requires payment of a fee, you agree to pay all associated fees as required by the Service. Unless otherwise agreed to in writing, we will bill your credit card for all charges for Services on this Site. You agree to provide us with accurate and complete billing information as required for us to process the fee, including, for example, valid credit card information, your name, address, and telephone number, and to provide us with any changes in such information within 5 business days of the change.

You may cancel your account at any time; however, there are no refunds for cancellation or for any prepaid fees. If, for any reason, your credit card company refuses to pay the amount billed for the Service, you agree that we may, at our sole option, suspend or terminate your access to the Service and require you to pay the overdue amount immediately by other means acceptable to us. In the event that legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

TRADEMARKS

The Company name, the terms Startup Documents, the Startup Documents logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company or as otherwise set out in these Terms of Use. All other names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners.

STARTUP DOCUMENTS AND THIRD-PARTY PROPRIETARY INFORMATION

The material, content, and Services accessible from this Site, including, but not limited to any other website owned, operated, licensed, or otherwise controlled by us (the “Content”) is the proprietary information of Startup Documents or the party that provided or licensed the Content to Startup Documents, whereby such providing party retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, decompiled, reverse engineered, disassembled, transferred, distributed, republished, resold, sublicensed, uploaded, posted, used to create derivative works, or transmitted in any way without the prior written consent of Startup Documents or the Content owner, except that you may print out a copy of the Content solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Use violates Startup Documents’ intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this Site. Notwithstanding this provision, users of Startup Documents Services and the Site are not permitted to use the Content as a component of, or basis for, a database prepared for use by the said user or any third party. Furthermore, all copies of Content, whether in print or electronic form, must incorporate all of Startup Documents’ or third-party copyright and / or other intellectual property rights notices.

YOUR PROPRIETARY INFORMATION

Startup Documents agrees that it has no rights to the data, documents, information or material that you submit in the course of using the Site and Services ("Submitted Material"). When submitting data, you, and not Startup Documents, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Submitted Material. Startup Documents shall not be responsible to you or any third party for liable for the deletion, correction, destruction, damage, loss, or failure to store any Submitted Material. By using the Services, each user represents and warrants to Startup Documents that it has the legal right to submit the Submitted Material. You agree to indemnify, defend and hold Startup Documents harmless from any liability caused by your submission of Submitted Material in violation of a third party’s copyright or other rights of ownership. Startup Documents reserves the right to withhold, remove and/or discard Submitted Material without notice for any breach, including without limitation, non-payment of fees. In addition, Startup Documents reserves the right to withhold, remove and/or discard any Submitted Material submitted to Startup Documents, which, in Startup Documents’ sole opinion, is harmful, offensive, or otherwise in violation of Startup Documents’ internal policies for publishable material. Any Submitted Material may be deleted, altered, moved, or transferred by us at any time for any reason in our sole discretion, with or without notice and with no liability of any kind. Startup Documents does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on our servers running the Services. Startup Documents does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any Submitted Material residing on our servers. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY DATA SUBMITTED TO US OR ANY GENERATED DOCUMENTS WILL BE RETAINED FOR ANY PARTICULAR PERIOD OF TIME, AND YOU AGREE TO MAINTAIN ON YOUR SERVERS DUPLICATE COPIES OF ALL SUBMITTED MATERIAL AND DOCUMENTS YOU PURCHASE FROM OUR SITE.

By using our Services and agreeing to these Terms of Use, you expressly grant to us, and you represent and warrant that you have a right to grant to us, a perpetual, transferable, irrevocable, nonexclusive, royalty-free, sublicensable, worldwide license to use, reproduce, adapt, distribute, modify, publish, list information regarding, edit, translate, distribute, and make derivative works of all Submitted Material, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services. Startup Documents may exercise the rights to your Submitted Material granted under these Terms of Use without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise. You further represent and warrant that you own all rights, titles, and interests to such Submitted Material in full and without restrictions.

You further grant to us a perpetual, transferable, irrevocable, nonexclusive, royalty-free, sublicensable, worldwide license to use, reproduce, adapt, distribute, modify, edit, publish, and publicly display your company name, trademark, and associated logo(s) on our Site and customer lists, in whole or in part, and in any form, media or technology, whether now known or hereafter developed.

You expressly agree that we may remove, disable, or restrict access to or the availability of any Submitted Material from the Site (including, but not limited to, Submitted Material that you have posted or stored) that we believe, in good faith and in our sole discretion, to violate the Terms of Use (whether or not we are actually correct in our assessment) or any laws. If you believe that we have acted mistakenly with respect to certain material, you may contact us at support@startupdocuments.com in which case we may investigate the matter further, though we retain full right and sole discretion as to whether or not to remove the material. Under no circumstances may we be held liable for removing, disabling, or restricting access to or the availability of Submitted Material. The provisions of this section are intended to implement these Terms of Use and are not intended to impose a contractual obligation on the owners or operators of the Site to undertake, or refrain from undertaking any particular course of conduct.

We may retain and use your Submitted Material as necessary to provide our Services to you, comply with our legal obligations, resolve disputes, and enforce our agreements. Consistent with these requirements, and upon your account termination, we will remove your Submitted Material as quickly as possible upon request. Please note, however, that there may be some delays or latency in deleting any Submitted Material and that there may exist some residual data (like general use data) or backed-up versions. We are unable to delete any Submitted Material from third-party servers or from accounts that you may share with other licensees of our Service.

SERVICE UPDATES

The Site and Services may need updating from time to time. These updates may temporarily disrupt use of the Site or Services and are designed to improve, enhance, and further develop the Site or Services and may take the form of bug fixes, enhanced functions, new Service offerings, and updated Services. You agree to receive such updates as part of your use of the Services.

THIRD PARTY LINKS AND PARTNER OFFERS

This Site may contain offers by third-parties and links to other third-party sites, which are not maintained by, or related to, us. Links to such sites are provided as a service to users and are not sponsored by or affiliated with this Site or us. Startup Documents has not reviewed all of such sites and is not responsible for the content of those sites. Third-parties that advertise on Startup Documents are responsible for creating their own offers to you and Startup Documents is not responsible for the advertised content or any representations and warranties that are contained on the ads or on the third-party sites. Links are to be used and third-party sites accessed at the user’s own risk, and Startup Documents makes no representations or warranties about the content, completeness or accuracy of these links or the sites hyper-linked to this Site.

THIRD PARTY SERVICES

We may enable you to use third-party services on our Site. For example, if you select a third-party registered agent on our Site to file your certificate of incorporation, upon payment, your certificate will be delivered to such third-party service provider, who will then file the certificate with the appropriate state office and return a stamped copy to you. Any ongoing fees for use of third party registered agents will be billed to you directly from those agents and you are responsible for payment of those fees directly to such parties. The services provided by any third parties are governed by their respective terms of service and policies and we disclaim any and all liability for third-party acts or omissions.

ADVERTISEMENTS

Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to Content, user-generated content, queries, or other information. The manner, mode, and extent of advertising by or permitted by us on the Site are subject to change without specific notice to you. In consideration for our granting you access to and use of the Site and Services, you agree that we may place such advertising on the Site or Services.

MESSAGES, REQUESTS, OR OTHER COMMENTS OR CONTENT TO OR FOR US

The Site may provide you with the ability to contact us through email addresses, contact forms, or other means. To the extent that you do so and send along any ideas, input, feedback, or anything of similar nature, you grant us a perpetual, irrevocable, nonexclusive, royalty-free license to use any such ideas, input, feedback, or anything of similar nature to change our existing products or services, to develop new products or services, or otherwise in our business.

NOTICE ABOUT THE AVAILABILITY OF PARENTAL CONTROL PROTECTIONS

Parental control protections (such as computer hardware, software, or filtering services) are commercially available to assist you in limiting access to material that is harmful to minors. KidsWatch, AVG Family Safety, Safe Eyes, Netgear Live Parental Controls, NETBLOX, and ZoneAlarm SocialGuard are examples of these tools, though we are not affiliated with nor do we endorse any of them.

GEOGRAPHIC RESTRICTIONS & PRIVACY

Startup Documents is based in the state of California in the United States. This Site is directed to persons located in the United States. We make no claims that the Site or any of its Content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and regulations, including, but not limited to, export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

We take your privacy very seriously. You can view our Privacy Policy at www.startupdocuments.com/privacy_policy. By using our Site and registering for our Services, you agree to have your personal data collected," transferred, used, and processed in the United States. Although we use commercially reasonable measures to protect your personal information from unauthorized access, use, or disclosure, we cannot guarantee that any third parties will not be able to defeat those measures. You agree that you provide any Submitted Material, including personal information, at your own risk.

DISCLAIMER

You understand that Startup Documents cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this Site for any reconstruction or backups of any lost data. Startup Documents does not assume any responsibility or risk for your use of the Internet.

YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. STARTUP DOCUMENTS DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. STARTUP DOCUMENTS DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. STARTUP DOCUMENTS DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND STARTUP DOCUMENTS MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT STARTUP DOCUMENTS, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE TO YOU OR YOUR PROPERTY ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. STARTUP DOCUMENTS MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

All of the information in this Site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this Site, and Startup Documents does not undertake any obligation to update such information after it is posted or to remove such information from this Site if it is not, or is no longer accurate or complete.

LIMITATION OF LIABILITY

STARTUP DOCUMENTS, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF STARTUP DOCUMENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF STARTUP DOCUMENTS AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE LESSER OF FEES PAID OR PAYABLE TO US FOR THE 12-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

INDEMNITY

You will indemnify and hold Startup Documents, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this Site.

SECURITY

Any passwords used for this Site are for individual use only. You will be responsible for the security of your password. Startup Documents will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that Startup Documents considers insecure, Startup Documents will be entitled to require the password to be changed and/or suspend or terminate your account.

You are prohibited from using any Services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Startup Documents reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. Startup Documents reserves the right to investigate suspected violations of these Terms of Use.

NO WAIVER

No delay or failure by Startup Documents to enforce any of these Terms of Use shall constitute a waiver of any of our rights under these Terms of Use. Neither the receipt of any funds by Startup Documents nor the reliance of any person on our actions shall be deemed to constitute a waiver of any part of these Terms of Use. Only a specific, written waiver signed by an authorized representative of Startup Documents shall have any legal effect.

SEVERABILITY

If any clause or provision set forth in this Terms of Use statement is determined to be illegal, invalid or unenforceable under present or future law, the clause or provision shall be deemed to be deleted without affecting the enforceability of all remaining clauses or provisions.

GOVERNING LAW AND JURISDICTION

These Terms of Use and any disputes arising under or related to these Terms of Use and/or the Privacy Policy for this Site will be governed by U.S. federal law and the laws of the State of California, without reference to its conflict of law principles. You agree that our Services are based solely in California and that our Site is a passive Site, which does not give rise to personal jurisdiction over Startup Documents, either specific or general, in jurisdictions other than California. Any disputes, which are not subject to the arbitration clause below, shall be resolved exclusively in the state or federal courts in the County of San Francisco, California. You agree to submit to the personal jurisdiction and venue of the courts of the State of California for any legal proceeding involving the Site, regardless of who initiated the proceeding.

ARBITRATION

YOU SHOULD READ THIS ARBITRATION SECTION VERY CAREFULLY SINCE IT MAY SIGNIFICANTLY AFFECT YOUR RIGHTS TO INITIATE A LAWSUIT.

If you have any concerns about our Site or Services, please contact us at support@startupdocuments.com so that we may help you to reach a resolution. We will always try to settle any concerns or disputes in a timely manner and you agree to first contact us directly so that we may reach a resolution in good faith, which shall be a condition to either you or Startup Documents initiating a lawsuit or arbitration. If we are unable to reach a resolution within 30 days of your initial inquiry, then either you or Startup Documents may initiate binding arbitration as the sole means to resolve claims, subject to the terms below.

Any controversy or claim arising out of or relating to these Terms of Use or the provision of the Services, which is not otherwise resolved as required by contacting us first, shall be finally settled by binding arbitration in accordance with the most current commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Any in-person arbitrations shall be conducted in San Francisco, California, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. However, subject to the foregoing arbitration provision, you and Startup Documents agree to submit to the personal jurisdiction of the courts located within the city and county of San Francisco, California. For all claims under $10,000, and to the extent permitted by the applicable rules of the American Arbitration Association or another alternative dispute resolution provider agreed to by you and Startup Documents, you and Startup Documents must do the following: (i) participate in the arbitration by telephone, online, and/or by written submissions; and (ii) the arbitration shall not involve any personal appearance by you or Startup Documents unless mutually agreed by both parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Either you or Startup Documents may seek an interim or preliminary relief from a court of competent jurisdiction in San Francisco, California, necessary to protect the rights or property of you or Startup Documents (or its agents, suppliers, and subcontractors) pending the completion of arbitration. YOU AND STARTUP DOCUMENTS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Startup Documents agree otherwise, the arbitrator may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

You have a right to opt-out of this arbitration and class-action waiver in this section by sending written notice of your decision to opt-out to the following address: Startup Documents, 1 Hawthorne Street, #12G, San Francisco, CA 94105, United States. This notice must be received within thirty (30) days of your first use of our Site. Note that if you opt out of this provision, Startup Documents will also not be bound by these terms.

We will provide you with sixty (60) days prior notice of any changes to this section. Any such changes will only be effective on the sixtieth day and apply to prospective (not former) claims arising after the sixtieth day.

ADDITIONAL TERMS

In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action brought by you against Startup Documents or Startup Documents’ affiliates must be instituted within one year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these Terms of Use to any third party, and any purported attempt to do so shall be null and void. Startup Documents may freely assign its rights and obligations under these Terms of Use.

In addition to any excuse provided by applicable law, Startup Documents shall be excused from liability for non-delivery or delay in delivery or availability of Services available through our Site arising from any event beyond Startup Documents’ reasonable control, whether or not foreseeable by either party, including, but not limited to, labor disturbance, war, fire, accident, adverse weather, governmental act or regulation, and other causes or events beyond Startup Documents’ reasonable control, whether or not similar to those which are enumerated above.

This English-language Terms of Use statement is Startup Documents’ official agreement with users of this Site. In case of any inconsistency between this English-language Terms of Use statement and its translation into another language, this English-language document shall control.

Startup Documents does not sell, nor does it offer to sell, any securities. No information provided through our Services is intended to constitute, nor shall it be interpreted as, the sale or offer to sell securities. Startup Documents is not a registered security broker or dealer and is not regulated under any securities laws. Any company, investor, or others who use the Services in connection with a potential transaction does so at its own risk and is solely responsible for conducting its own legal, accounting and due diligence review. Startup Documents strongly recommends that all companies, individuals, and investors who use the Services seek the advice and counsel of an experienced lawyer or tax advisor to ensure compliance with applicable federal, state, and/or foreign securities laws and regulations. Each user of our Services is required to assure compliance with all applicable securities laws and regulations in connection with any transaction involving securities. Any investor who uses the Service must be an accredited investor under United States securities laws, and it is your responsibility to verify the same. A general solicitation or advertisement may result in the loss of an applicable securities law exemption. All materials on this Site are strictly for informational purposes only. Startup Documents has not investigated, and is not responsible for, the accuracy or completeness of any information provided through the Site or Services.

CHANGES TO THESE TERMS

Except for the arbitration clause above and waiver of class action rights, Startup Documents reserves the right, in its sole discretion, to modify, alter, or otherwise change these Terms of Use at any time. We will provide notice of such change on this Site and will notify you whenever possible by email. Please review the Terms of Use and/or additional terms periodically for changes. Your continued use of the Site constitutes your acceptance of and agreement to be bound by these changes without limitation, qualification or change. If at any time you determine that you do not accept these changes, you must stop using this Site.

FOR MORE INFORMATION OR FEEDBACK

If you have any questions regarding our Terms of Use or to provide any feedback on our Site or Services, please contact us by sending an email to support@startupdocuments.com.

Archive of previous terms