This Terms of Service agreement sets forth the agreement between MyNewVenture.com LLC ("MyNewVenture.com" or "we") and each client and user ("you" or "user") governing orders placed for our services and the use by you of this site. Please read this agreement carefully before using this site. By ordering our services or using this site, you acknowledge your agreement with this Terms of Service. If you do not agree to the terms and conditions contained in this Terms of Service agreement, you may not access or otherwise use this site.
This Site is not a Substitute for Legal Counsel
The information on this site is for informational purposes only and is not intended as a substitute for legal advice. Your review of the posted materials does not establish any form of attorney-client relationship between you and MyNewVenture.com. MyNewVenture.com is not a law firm and neither MyNewVenture.com nor any of its employees provide legal services or legal advice. Further, no representations or warranties, expressed or implied, are given regarding the legal, tax or other consequences resulting from the use of our services or forms. You should consult legal counsel to determine the applicable law for your situation.
Copyright and Trademarks
All Web site design, text, graphics, sound, software and other content, and the selection and arrangement thereof, are the property of MyNewVenture.com unless otherwise indicated and are protected by United States and international copyright law. All rights to such materials are reserved to their respective copyright owners. Permission is granted to electronically copy and to print in hard copy portions of this Web site for the sole purpose of placing an order with MyNewVenture.com or using this Web site as a shopping vehicle. Any other use of materials on this site, including without limitation reproduction for purposes other than noted above, modification, distribution, replication, commercial or other exploitation, or creation of derivative works, without the prior written permission of MyNewVenture.com, is strictly prohibited.
MyNewVenture.com, and all logos, page headers, custom graphics and icons are service marks and/or trademarks of MyNewVenture.com or its licensors or affiliates. All other trademarks, service marks, product names and company names or logos that appear on this site are the property of their respective owners.
Disclaimer
MyNewVenture.com is providing this site and its contents on an "as is" basis. MyNewVenture.com and its officers, directors, employees, agents, licensors, suppliers, content providers and the like (together, "affiliates") make no representations or warranties of any kind, express or implied, with respect to this site or its contents, including without limitation the products, information or services offered or sold on or through this site or any other site to which this site links (each a "Linked Site") and the uninterrupted and error-free use of this site. MyNewVenture.com and its affiliates expressly disclaim all such representations and warranties, including without limitation all warranties of merchantability, accuracy, timeliness, completeness, fitness for a particular purpose and non-infringement. MyNewVenture.com and its affiliates do not warrant that the site or files available on the site will be free from corrupted data, computer viruses or similar destructive or contaminating code. No oral or written statements by MyNewVenture.com or its affiliates will create any warranty not expressly set forth herein. Your use of this site and any linked site is at your sole risk.
Business Filing Guarantee
MyNewVenture.com guarantees its business formation service against filing defects caused by MyNewVenture.com for the lifetime of the corporation or limited liability company formed as a result of our filing service. If, for any reason, a business formation filing is rejected by the state agency, MyNewVenture.com will correct the filing and re-submit it to the state at no additional charge to you until it is approved. In addition, if an approved filing is later determined to contain an error caused solely by MyNewVenture.com, we will prepare and submit an amendment or restated filing to the state agency at your request to correct the error, and we will absorb the additional costs to do so.
Guarantee Disclaimer: Except for the specific guarantee set forth herein, MyNewVenture.com expressly disclaims and excludes all warranties expressed or implied, including any warranties of merchantibility or suitability for a particular purpose. MyNewVenture.com shall not be responsible or liable for any damage, inconvenience, loss of revenue, profits or productivity caused directly or indirectly by filing errors resulting from client-supplied information. MyNewVenture.com's liability for filing defects caused by MyNewVenture.com shall be limited to the remedies set forth herein. In no event shall MyNewVenture.com, its parent company, its subsidiaries, its members, managers, directors, officers, employees, representatives, agents or those of its parent company or subsidiaries be responsible or liable for any inconvenience, damage (whether special, incidental or consequential) or loss of revenue, profits, or productivity in connection with a defective filing, irrespective of whether or not we have knowledge of the potential inconvenience, damage or loss.
Limitation of Liability
MyNewVenture.com and its affiliates shall not under any circumstances be liable for any damages of any kind arising out of, in connection with or relating to the use of or inability to use this site, including without limitation any liability (i) as a publisher of information, (ii) as a reseller of any products or services, (iii) for any defective products, (iv) for any incorrect or inaccurate information, (v) for any unauthorized access to or disclosure of your transmissions or data, (vi) for statements or conduct of any third party on the site, or (vii) for any other matter relating to this site or any linked site. This is a comprehensive limitation of liability that applies to all damages of any kind, including without limitation any direct, indirect, special, incidental or consequential damages (including without limitation damages for loss of business, loss of profits, loss of good will, loss of use, loss of data, cost of procuring substitute goods, services or information, litigation or the like), whether based on breach of contract, breach of warranty, tort (including without limitation negligence), product liability or otherwise, even if the user advises of the possibility of such damages. The limitations of liability set forth herein are fundamental elements of the basis of the bargain between MyNewVenture.com and the user. The products, information and services offered on and through this site would not be provided without such limitations. Because the laws of some states may not allow for the exclusion of certain damages, in such states liability is limited to the fullest extent permitted by law.
Notwithstanding the foregoing, the sole and entire maximum liability of MyNewVenture.com and its affiliates for any reason, and your sole and exclusive remedy for any cause or claim whatsoever, shall be limited to the amount paid by you for any product, information or service purchased by you from MyNewVenture.com on this site less the cost of state filing fees.
You agree to indemnify and hold harmless MyNewVenture.com and its affiliates against all claims, demands, causes of action, losses, expenses, damages and costs, including without limitation any reasonable attorneys' fees, resulting or arising from or relating to your use of or conduct on the site, any activity related to your account by you or any other person, any material that you submit to, post on or transmit through the site, your violation of these Terms of Service, your infringement or violation of any rights of another, or termination of your access to this site. You agree that, if the registration or reservation of your corporate name is challenged, or if a dispute arises with any third party, you will indemnify and hold us harmless. You agree that, if your agent or employee purchased our Services on your behalf, you are nonetheless bound as a principal by all terms and conditions herein. You agree to release, indemnify, and hold us, our contractors, agents, employees, officers, directors and affiliates harmless from all liabilities, claims and expenses, including attorney's fees, of third parties relating to or arising under this Agreement, the Services provided hereunder or your use of the Services, including without limitation infringement by you of any intellectual property or other proprietary right of any person or entity, or from the violation of any of our operating rules or policy relating to the service(s) provided.
Applicable Law
By using our site and/or ordering our services, you submit to the exclusive jurisdiction of the Commonwealth of Virginia and federal courts having jurisdiction in the Commonwealth of Virginia, and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.
Severability
If any provision of this agreement shall be deemed unlawful, void or for any reason unenforceable by a court of competent jurisdiction, the validity and enforceability of any remaining provisions shall not be affected. When used in this agreement, the term "including" shall be deemed to be followed by the words "without limitation."
Entire Agreement
This agreement constitutes the entire and only agreement between MyNewVenture.com and each user of this site with respect to the subject matter of this agreement and supersedes any and all prior or contemporaneous agreements, representations, warranties and understandings, written or oral, with respect to the subject matter of this agreement. You agree to review this agreement prior to your use of this site and your use of this site shall be deemed acceptance of and assent to this agreement by you. MyNewVenture.com may, in its sole discretion, amend this Terms of Service agreement from time to time.
Number of Shares
This figure represents the total number of shares that your corporation is authorized to issue. Your corporation is not required to issue all of the authorized shares. A small number of authorized shares may restrict your corporations ability to distribute ownership. A large number of authorized shares could negatively impact a corporation's tax liability. A large number of authorized shares could also potentially result in a higher state filing fee than that which is published on this site. If this is the case, we will notify you of the applicable state filing fee and give you an opportunity to either 1) modify the total number of authorized shares or 2) pay the difference for the resulting state filing fee prior to submitting your incorporation filing to the state.
Par Value
If you do not indicate a par value for your corporate stock, we will prepare your incorporation filing with either no par value or a "default value". The default value provided herein indicates the combination of authorized shares and par value that is acceptable in your state while still qualifying for the minimum filing fees, if applicable.
Par value represents the minimum dollar amount per share at which your corporation may issue shares to shareholders. This dollar amount does not indicate the market value per share; corporate shares are usually issued to shareholders at a price above par value to reflect market conditions.
A par value below $.01 (one cent) (or a No Par Value designation) may potentially increase a corporation's tax liability depending on the particular state. A large par value may also have the same effect.
Cancellations and Refunds
Cancellations must be received by MyNewVenture.com in writing no later than three days following the date your order was placed. Refunds will be given only under the following circumstances: 1) If an order for business formation or foreign qualification services is cancelled prior to the submission of a business formation filing to the state agency, MyNewVenture.com will retain a seventy-five dollar processing fee and will refund the remainder of the Business Formation Package fee or Foreign Qualification service fee paid to MyNewVenture.com. 2) If an order for separately purchased Additional Service(s) is cancelled within three days of the date your order was placed and before the Additional Service(s) is rendered, MyNewVenture.com will retain a processing fee equal to fify percent of the price of the Additional Service(s) and will refund the remainder of the price. No refunds will be given for cancellation of business formation or foreign qualification services after a filing has been submitted to the state agency, nor for cancellation of Additional Services made later than three days from the date your order was placed.
Some of the services included in the Business Formation Packages are optional (including but not limited to federal tax ID application and obtainment, S-corp election, entity tax classification services); no refund, full or partial, will be given for any optional service included as part of a Business Formation Package that is waived, rejected or otherwise not requested by you. Any and all filing fees paid for submittal to the Secretary of State or other applicable state agency cannot be refunded under any circumstances.
Registered Agent Service
Registered agent service offered by MyNewVenture.com is provided by MyNewVenture.com LLC or third party registered agent. Registered agent service is limited to the acceptance and forwarding of service of process and official correspondence from the Secretary of State. Such correspondence will be forwarded to you at no additional cost for postage. We are under no obligation to forward any other kind of business or personal mail. We will not be responsible for late or misdirected mail under any circumstances, and we cannot guarantee the receipt of any mail that is not addressed to MyNewVenture.com LLC. You are (or your company is) ultimately responsible for compliance with federal and state annual reporting requirements, tax filing requirements and applicable fees.
Miscellaneous
The failure of MyNewVenture.com or its affiliates to insist upon strict adherence to any term of this agreement shall not constitute a waiver of such term and shall not be considered a waiver or limit that party's right thereafter to insist upon strict adherence to that term or any other term of this agreement. You agree that regardless of any statute or law to the contrary, any claim of cause of action arising from or relating to use of this site or this agreement must be filed within one (1) year after such claim or cause of action arose, or will be forever barred. The "Disclaimer" and "Limitation of Liability" provisions of this agreement are for the benefit of MyNewVenture.com and its affiliates as defined herein, and each of these individuals or entities shall have the right to assert and enforce these provisions directly against you on its own behalf. In the event that your first choice of company name is unavailable, your sole remedy will be limited to formation of the business with one of your alternate company name choices. MyNewVenture.com accepts orders with U.S.- or Canadian-based billing and ship-to addresses only. Payment must be made with U.S. funds. Payment via cashiers check or money order require a 10-12 day clearing period. Returned checks will be subject to a twenty-nine dollar returned check charge. MyNewVenture.com reserves the right to require an alternate form of payment. State filing time is typically 15-20 business days and varies by state. However, due to state backlog, occasionally state filing time can exceed this time frame. Such delays are beyond MyNewVenture.com's control. No refunds will be issued for delays or failures by a state in the processing or return of filings. Orders placed for corporate supplies (including corporate kits, LLC kits, stock certificates, seals/embossers, and Business Forms CDs) before 12 noon EST are normally shipped the same day. Orders placed for corporate supplies after 12 noon EST are normally shipped the next business day.
Thank you for giving us the opportunity to serve you.
MyNewVenture.com