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TERMS OF USE

  1. ACCEPTANCE OF TERMS

    The Chapter Group, through the site chaptergroup.com (hereinafter, "chaptergroup.com" or "the Site") provides its services to you subject to the following Terms of Use ("TOU"). Each time you use chaptergroup.com you signify your acceptance and agreement, without limitation or qualification, to be bound by the TOU, and you represent and warrant that you have the legal authority to agree to and accept the TOU. If you do not agree with any provision of the TOU, or you are not authorized to agree to and accept the TOU, or you do not have the legal authority to agree to and accept the TOU, you may not use the Site. In such event, you are no longer allowed to use chaptergroup.com and you should exit the Site as soon as possible.

  2. CHANGES TO THE TOU

    You may not change, supplement, or amend the TOU in any manner. chaptergroup.com reserves the right to update the TOU at any time without notice to you. chaptergroup.com may, in its sole discretion, change, supplement or amend the TOU as it relates to your future use of the Site from time to time, for any reason, and without any notice or liability to you or any other person, by posting a revised version of the TOU on the Site. Accordingly, when you use the Site you should check and review any changes to the TOU. Each time you use the Site, the text of the TOU as it then reads will govern your use from that point of time onwards.

  3. PROFESSIONAL SERVICES AND ADVICE.

    The Chapter Group provides online corporate filing assistance ("Service"). In accessing this Service, no advisory, fiduciary or professional relationship is implicated or established and neither chaptergroup.com nor any other person is, in connection with this Site, engaged in rendering accounting, tax, legal, or other professional services of advice. This Site is not intended to create any attorney-client relationship, and your use of the Site does not create an attorney-client relationship between you and the Site. Instead, you will be representing yourself in any legal matter you undertake through the Chapter Group's legal document service. The Chapter Group's consultation service is strictly based on information provided to the Chapter by the Client. The consultation service may include additional costs such as obtaining (either by the Client or by Chapter Group) business and personal credit reports, in which the Client is responsible for.

  4. UNLAWFUL USE AND CONDUCT.

    You agree that your use of the Site must comply with all applicable local, state, national, and international laws, decrees and regulations, and that you will not use the Service for any illegal purpose.

  5. USER IDENTIFICATION.

    Some functions of this Site may require you to register by selecting an unique user identification ("User ID") and password ("Password"). In registering to be an User, you represent that you are of legal age to form a binding contract, and agree to provide accurate, current, and complete information about yourself as requested, and to maintain and promptly update the information to ensure that it remains accurate, current, and complete. If you provide any information that chaptergroup.com believes to be inaccurate, not current, or incomplete, or if you select an User ID that chaptergroup.com, in its sole and absolute discretion, finds offensive or inappropriate, chaptergroup.com has the right to suspend or terminate your username and refuse any and all current or future use of the Site without prior notice and liability to you. Usage of the Service is intended for adults, and children under legal age in the respective jurisdiction not capable of entering any legal relationship should not obtain a User ID and should not submit any personal information to or through the Site.

    You agree to (a) keep your Password confidential and to only log in with your User ID and Password, (b) ensure that you exit from your account at the end of each session, and (c) immediately notify chaptergroup.com of any unauthorized user of your User ID and/or Password, (d) you may not use anyone else's account at any time without the permission of the account holder, (e) you are solely responsible and liable for any use or misuse of your User ID and/or Password and for all activities that occur under your account regardless of whether you knew of any such use or misuse by unauthorized parties. You must ensure that all uses of your User ID and Password and account comply with the TOU, (f) all User IDs, passwords and accounts remain the property of chaptergroup.com, and may be cancelled or suspended at any time by chaptergroup.com without any notice or liability to you or any other person. chaptergroup.com is not under any obligation to verify the actual identity or authority of the user of any User ID, Password or account, and (g) the security and privacy provided by passwords is not complete, and can be circumvented. Use of passwords is at your own risk. You are fully responsible for all activities that occur under your User ID. chaptergroup.com will not be liable for any loss or damage arising from your failure to comply with this Section.

  6. CHAPTERGROUP.COM PRIVACY POLICY.

    Information that you provide at registration, as well as certain other information about you, is subject to our Privacy Policy.

  7. INTELLECTUAL PROPERTY.

    All aspects of the Service and the www.chaptergroup.com website, including but not limited to the graphics, text, documents, images, pictures, icons, layout, and look and feel of the site is protected by copyrights, trademarks, service marks, and/or other proprietary rights under the laws of the U.S. and other countries. The Site and all the content contained herein is, among other things, protected as a collective work or compilation under all applicable laws and treaties. By using or accessing this Service you agree to comply with all applicable laws that protect chaptergroup.com's proprietary interest in the material appearing on the Site. All materials and Content from the Service may be downloaded and/or reprinted for personal use only. Except as expressly authorized by chaptergroup.com, you agree not to modify, distribute, sell, or exploit for any commercial purpose any portion of the Service, use of the Service, or access to the Service, and not to create derivative works based on the Service, in whole or in part.

    You should not send or post confidential or proprietary information belonging to yourself or any third parties through or to the Site.

  8. TRADEMARKS AND SERVICE MARKS.

    The Chapter Group, and chaptergroup.com are trademarks and service marks of the Chapter Group. All rights are reserved.

  9. DISCLAIMER OF WARRANTIES.

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

    1. (A) The Site and all materials, documents or forms provided on or through your use of the Site are provided on an "as is" and "as available" basis. The chaptergroup.com expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. The chaptergroup.com assumes no responsibility for the timeliness, deletion, or mis-delivery of any content, or failure to provide any content or to store any personalization settings or user content. The delivery time strictly applies to the processing time of the Articles, and does not apply to the corporate consultation service or the shipping of the corporate book or any other products. Deliveries of Articles via fax or email are acceptable means included within the delivery time frame.
    2. (B) Any content downloaded or otherwise obtained through the Service is downloaded and used at your sole discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download or use of any such content.
    3. (C) The Site and the Service are not intended to be a comprehensive or detailed provider of legal advice or recommendations concerning any matter addressed. You should seek professional legal advice and recommendations, before acting or omitting to act based upon any information provided by chaptergroup.com whether through the Site or in relation to the Service.
    4. (D) Any information provided by chaptergroup.com or its representatives, whether oral or written, will not create any representation, warranty or condition or vary or amend this Agreement and you may not rely upon any such information.
  10. LIMITATION ON LIABILITY. YOU UNDERSTAND AND AGREE THAT CHAPTERGROUP.COM SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CHAPTERGROUP.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SITE OR SERVICE, (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY SERVICES OBTAINED THROUGH OR FROM THE SITE, (C) UNAUTHORIZED ACCESS TO OR ALTERNATION OF YOUR TRANSMISSIONS OR DATA, (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR (E) ANY OTHER MATTER REGARDING THE SERVICE.

    Furthermore:

    1. Your use of the Site is at your own risk.
    2. There are no refunds of any kind as soon as payment is received. This also applies to consultation services and all product services.
    3. The Site and any Services provided to the users of the Site are provided on an "as is" and "as available" basis, and without any representations, warranties or conditions of any kind, whether express or implied, and including without limitation implied warranties of merchantability, fitness for a particular purpose, performance or durability, all of which are hereby disclaimed by chaptergroup.com and its service providers to the fullest extent permitted by law.
    4. The operation of the Site may be affected by numerous factors beyond chaptergroup.com's control. The operation of the Site may not be continuous or uninterrupted or secure. Security and privacy risks cannot be eliminated.
    5. chaptergroup.com is under no obligation to verify the identity of users of the Site.
    6. Without limiting the generality of the foregoing, chaptergroup.com and its service providers make no representation, warranty or condition that:
      • the Site will be compatible with your computer and related equipment and software;
      • the Site will be available or will function without interruption or will be free of errors or that any errors will be corrected;
      • the information available on or through the Site will be accurate, complete, sequential, or timely;
      • certain or any results may be obtained through the use of the Site;
      • the use of the Site, including the browsing and downloading of any information, will be free of viruses, Trojan horses, worms or other destructive or disruptive components;
      • the use of the Site by any and the use of the Service by any User or users of the Site will not infringe the rights (including intellectual property rights) of any person; and
      • chaptergroup.com and its service providers disclaim any and all liability regarding such matters to the fullest extent permitted by law.
  11. EXCLUSIONS AND LIMITATIONS.

    Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

  12. INDEMNIFICATION.

    You agree, at your own expense, to indemnify, defend, and hold harmless chaptergroup.com, its employees, agents, and representatives against claim, suit, action, or administrative proceeding brought against chaptergroup.com, its employees, agents, and representatives to the extent said claim, suit, action, or administrative proceeding arises out of, or is related to your content, your use of or connection to the Service, your violation of this TOU, or your violation of any rights of another. Without limitation to the foregoing, the indemnification agreement hereunder extends to, among other things, any claim, suit, action, or administrative proceeding arising out of: (a) your access or use of the Service; (b) access or use of the Service by someone else using your computer or User ID; (c) a violation of the TOU by you or anyone using your computer or User ID. This indemnification agreement applies to any claim, suit, action, or administrative proceeding that is directly or indirectly related to the service, including by way of illustration a claim, suit, action, or administrative proceeding that your use or access or another person's use or access of your computer or member id infringes any copyright, trademark, service mark, patent, trade secret, right of publicity, or other proprietary right under any U.S., international, foreign, or state law. You agree to pay any and all costs, damages and expenses, including, but not limited to, reasonable attorney's fees and costs awarded or incurred by or in connection with any such claim, suit, action, or administrative proceeding.

  13. WAIVER AND SEVERABILITY.

    The failure of chaptergroup.com to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any of the provisions of the TOU are held invalid, unenforceable, or void by a court or other tribunal of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect.

  14. ENTIRE AGREEMENT.

  15. The TOU constitutes the entire and only Agreement between you and chaptergroup.com with respect to the chaptergroup.com Service, and supersedes any prior agreements, oral or written, between you and chaptergroup.com. Any and all other collateral representations, promises, and conditions; and any representation, warranty, promise or condition not incorporated herein or made as provided for in this TOU shall not be binding on chaptergroup.com.

    You also may be subject to additional terms and conditions that may apply when you use affiliate or other chaptergroup.com services, third-party content or third-party software.

  16. NO THIRD PARTY BENEFICIARIES.

    You agree that, except as otherwise expressly provided in this TOU, there shall be no third party beneficiaries to the TOU.

  17. SOFTWARE AGREEMENTS.

    chaptergroup.com may cause software to be available for you to download from the Site or through other Internet sites, including Internet sites operated by chaptergroup.com's service providers. All such software is protected by copyright, and your downloading and use of the software is governed by any applicable transaction agreement and any relevant software license agreement specific to the software. By downloading software, you signify your agreement and acceptance of any relevant software license agreement.

  18. GOVERNING LAW/VENUE.

    By using this Site, you expressly agree that California law shall govern any dispute arising from the use of this Site, and the courts of the County of Los Angeles, State of California, shall have exclusive jurisdiction over any disputes.