Terms of Service

Last Modified: August 6, 2024

YOU MUST READ THESE TERMS OF SERVICE BEFORE USING THIS SITE

The terms “we,” “us,” and “our” refer to Patriot Compliance, Inc. All services that we provide or that are offered through the “Website” (as that term is defined below) are referred to herein as “Services.” The terms “you” and “your” refer to you the user in your individual capacity and also in your capacity as the representative and agent of any entity on behalf of which you order Services.

By using the website www.patriotcompliance.com (i.e., the “Website” or “this Website”) and our Services, you agree to be bound by these Terms (as that term is defined below) as well as our Privacy Policy. If you do not agree with these Terms, or the terms contained in our Privacy Policy, then you should not use our Services or this Website. These Terms limit your rights and remedies in the event you have a dispute or disagreement with us.

Accordingly, you should read the Sections of these Terms entitled “Your Obligation to Indemnify Us,” “Our Warranty and Disclaimer,” “Our Limit of Liability,” “No Class Actions,” and “The Agreement Between You and Us to Arbitrate Disputes” with great care.

1. Nature of the Services and Our Relationship with You.

We offer organizational and compliance Services for profit and non-profit businesses. We are not a lawyer or law firm, accountant or accounting firm, or investment advisor or investment advisory firm, and we do not and will not provide you with any legal, tax, or financial advice of any nature whatsoever. We are not in any way related to or affiliated with any government agency.

You should not construe anything on the Website as legal, tax, or financial advice. These Terms in no way create any lawyer-client, tax advisor-client, or financial advisor-client relationship between us and you. If you have questions about your particular legal, tax, or financial situation, we strongly encourage you to engage appropriate professional advisors to answer those questions before you order any Services. As we are not attorneys, there is no attorney-client relationship between us and none of the communications between us are protected as attorney-client communications. Use of our Services, including as a fulfillment service provider and filing agent, shall NOT create any fiduciary duty or obligations, either implied or express, by any agent, affiliate or employee of the company.

Per the specific directions provided by our clients, we offer the following general categories of Services: (a) the filing of paperwork and other forms necessary to organize businesses using the information provided by clients, (b) the filing of paperwork and other forms necessary to assist businesses with ongoing compliance using information provided by clients, including the filing of beneficial ownership information reports, and (c) retrieval of documents and forms that establish the legal existence and status of businesses. Any document forms which we have drafted, or which were drafted on our behalf by a third-party engaged by us, that we in turn provide to you for use or that we use on your behalf in providing Services are referred to herein as “Forms.”

By entering into these Terms, you authorize us to (a) use, distribute, reproduce, modify, publish, and translate the information you provide us with (whether personal in nature or otherwise) as needed to provide the Services that you order, (b) use your electronic signature to submit filings to government agencies and other authorities on your behalf, (c) upon your direction, act as an agent of a Company (including but not limited to for the purpose of filing a BOI Report (as defined herein)) and (d) communicate with government agencies and other authorities concerning filings that we make on your behalf.

If you order certain types of Services, we may refer you to an independent contractor to provide you with those Services. If you do work with an independent contractor that we refer you to, the terms and conditions in this paragraph will apply. Under no circumstances will we ask or instruct any independent contractor to provide you with legal, tax, or financial advice. Similarly, you agree you will not ask any independent contractor that we refer you to for any legal, tax, or financial advice that relates to or is otherwise connected with the Services. If for any reason you do ask an independent contractor that we have referred you to for legal, tax, or financial advice and the independent contractor provides such advice, then (a) any such advice will be solely at your request, and (b) any lawyer-client, tax advisor-client, or financial advisor-client relationship that results between you and the independent contractor will exclude us. Moreover, regardless of the nature of the Services or advice that an independent contractor that we refer you to provides you with, we will not verify the accuracy or correctness of any Services or advice that the independent contractor provides to you and we will not be in any way responsible or liable for any error or omission of the independent contractor. However, nothing in these Terms in any way prevents you from filing a claim directly against an independent contractor that we refer you to in the event the independent contractor commits an error or omission. If you work with an independent contractor that we refer you to, that independent contractor may or may not have agreements, terms and conditions, and contractual provisions that it will require you to agree to.

2. The Information and Directives You Provide Dictate the Quality and Accuracy of Our Services to You.

The quality and accuracy of all Services we provide to you will be based almost exclusively on the information and the directives that you provide to us. At no time will we (a) verify the legal or factual accuracy or correctness of any information or direction that you provide to us, (b) verify that any of your business activities, products, or services are lawful, (c) provide you with any legal, tax, or financial advice, opinions, or recommendations of any nature whatsoever, (d) provide you with suggestions as to what specific information to include in any documents, or (e) review or analyze your particular factual situation or your plans or strategies. Under these Terms, your responsibilities include (but are not limited to) the following: (a) You will provide all information and directives to ensure the Services you order are provided in the manner you want them to be provided in. (b) All information and directives that you provide will be accurate and correct to the best of your knowledge. (c) You will not ask that any document be created or filed that contains information that violates anyone’s intellectual property rights. (d) You will not provide any information that you deem proprietary or confidential. (e) You will not ask that any document be created or filed that contains matter or information that is, or could reasonably be considered, defamatory, libelous, hateful, racially or religiously biased or offensive, obscene, pornographic, unlawful, abusive, or threatening or contains any matter or information that would in any way advocate for or encourage illegal or harmful conduct. (f) You will promptly respond to any request for additional input, information, or document signatures.

3. Representations and Warranties.

You hereby represent, warrant and agree that (1) you are at least eighteen (18) years of age, (2) you have the legal capacity and authority to enter into a binding contract on behalf of yourself and any entity on behalf of which you order Services, (3) all information entered by you into the Website is true and correct, (4) any image file uploaded by you into the Website is a true, correct and legitimate image of the authentic document shown in the image file, (5) you will maintain control of your account on the Website and will not permit any other person to use your login name or password, (6) if you enter information into the Website for any company (a “Company”), you represent that you are duly authorized by the Company to do so, and such information is true and correct, (7) the individuals you identify as Beneficial Owners (as that term is defined in the Corporate Transparency Act and the regulations promulgated thereunder (the “CTA”)) are all the Beneficial Owners required to be designated as such in accordance with the CTA, (8) you will use the Services solely for the legal purposes intended, (9) we have not provided and will not provide you with any legal, tax, or financial advice, opinions, or recommendations of any nature whatsoever, (10) we may contact you at the phone number, address, and email address you provide to us, even if any of that contact information appears on any Federal or State “do not call” or contact list, and (11) you are legally bound in all respects by these Terms of Service (the “Terms,”). If you have any objection to any of the terms or conditions of these Terms, please immediately leave this Website, do not use any information on this Website, and do not use any Services.

Further, in addition to the foregoing, if you accept an invitation to be identified as a Company Applicant (as that term is defined in the CTA) with respect to an applicable Company, you represent that you either (a) directly filed the document with the secretary of state or other applicable office that caused such Company to be formed (or registered) or (b) were primarily responsible for directing the actions of the individual who directly filed such document. Each Company Applicant agrees that the applicable Company may include that Company Applicant’s personal information provided to us by you (which includes but is not limited to any information required by the CTA now or in the future (the “Personal Information”)) in the Company’s beneficial ownership information report (a “BOI Report”) to be filed by the Company with FinCEN under the CTA. The Company Applicant understands and agrees that, by agreeing to have the Company Applicant’s Personal Information included in the BOI Report, the Company Applicant represents and warrants that the Company Applicant’s Personal Information is true, accurate and complete.

The Company Applicant acknowledges that the willful submission of false or inaccurate information, or the willful failure to file reports required by the CTA, is a crime.

Further, in addition to the foregoing, if you accept an invitation that designates you a Beneficial Owner with respect to a Company, you agree that you are a “beneficial owner” of the applicable Company (as such term is defined in the CTA). Each Beneficial Owner agrees that the applicable Company may include that Beneficial Owner’s Personal Information in the Company’s BOI Report to be filed by the Company with FinCEN under the CTA. The Beneficial Owner understands and agrees that, by agreeing to have the Beneficial Owner’s Personal Information included in the BOI Report, the Beneficial Owner represents and warrants that the Beneficial Owner’s Personal Information is true, accurate and complete.

The Beneficial Owner acknowledges that the willful submission of false or inaccurate information, or the willful failure to file reports required by the CTA, is a crime.

4. We Own the Website and Our Forms.

We own all right, title, and interest in and to the Website, all trademarks, trade dress, logos, graphics, and designs on the Website, and our Forms, and nothing in these Terms can be construed as granting or conveying any such right, title, or interest to you. If we provide you with a Form, we are granting you a limited, personal, non-exclusive, non-transferrable license to use the Form for your internal, business use and to make modifications to the Form for such use. You agree that you will not (a) use, copy, republish, reproduce, re-sell, or redistribute any Form, except in accordance with the license we have granted to you under these Terms, or (b) omit or remove any copyright notice from any Form.

5. Payment.

Generally, we must receive payment from you prior to providing any Services that you order. In the event we invoice you for Services, the invoice will be due and payable within five (5) days of the invoice date. We accept payment by (a) credit card, (b) cashier’s check, (c) business check, (d) personal check, or (e) money order. We do not accept cash payments.

Any payment you make by credit card will not be effective until the payment is processed. All credit card payments you make to us will be processed by third-party vendors. We do not and will not have any control over how quickly or accurately any third-party vendor processes any payment that you make. By making payment for Services by credit card, you expressly assume all risk that the third-party vendor may make an error in processing a payment you make or handling information you provide. We do not and will not have any access to or control over security reviews that any third-party vendor conducts for payments that you make, or any access to information regarding any payment you make that a third-party vendor declines. Providing credit card information within your client account or the payment portal shall be deemed to be your authorization to charge that credit card for the Services you purchase.

Some of our Services are billed via an automatic payment feature unless you choose to opt out of this feature within your client account. Customers who opt-out will be invoiced for payment. All accounts using auto-payment must provide us with valid and current credit card information and you agree that we are authorized to charge such credit card for all purchased Services as well as fees incurred in providing you with Services. All auto-payment services must be canceled at least one (1) day before the next charge date to avoid paying for the next month of Services, or year of annual Service. All cancellations must be handled through your online account.

Any payment you make by any check aside from a cashier’s check will not be effective until the check clears and the funds are posted to our account. If you pay for Services by check but the payment is not enough to fully pay for the Services you ordered, we may deposit the check without being deemed to have accepted the deposit as full and final payment for the Services. In such event, we will contact you and request that you promptly pay the difference owed and you will be obligated to pay any such difference before we provide any Services. If you pay by check and the check is not fully honored by the bank against which the check is drawn, we will be entitled to charge you a $25 processing fee prior to rendering any Services.

We will be entitled to assess a late fee of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, on (a) any amount we have invoiced to you and that you fail to pay on or before the due date, and (b) any amount that you paid by credit card for Services, but which is later refunded to you by a credit card issuer or third-party credit card processor (i.e., a credit card “chargeback”). If you fail to pay any invoiced amount or you obtain a credit card “chargeback” for any amount you have paid to us, you will pay all attorney fees and costs we incur in collecting the amount from you irrespective of whether or not we initiate an arbitration or legal proceeding against you.

If we don’t receive payment (“Non-Payment”), you agree to pay all amounts due upon demand to resume or cancel your Service(s). You also authorize us to charge any and all outstanding fees and penalties that become due as a result from such Non-Payment. Additionally, following any such Non-Payment, you will not be eligible for monthly-billing or partial payments until your account is brought current. Non-Payment may also result in delayed services which include but are not limited to: locked documents, non-filing of compliance documents and the processing of additional orders.

You agree that you are liable for all third-party collection agency recovery fees and charges. You are solely responsible for any and all fees charged to your credit card by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds, and over the credit limit fees. By failing to notify us of billing problems or discrepancies you agree that you waive your right to dispute such billing discrepancies. We may modify the price, content, or nature of the Service(s) at any time. We may provide notice of any such changes by email, notice to you upon log-in, or by publishing them on our website.

6. No Refunds.

All of the fees for our Services are fully earned when due and non-refundable when paid. Notwithstanding the foregoing, we reserve the right to issue refunds or credits at our sole discretion unless otherwise required by law. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.

7. Certain Specific Services That We Offer.

(a) Organizational Services. In the course of rendering certain Services, it is possible that we may act as incorporator for a corporation that we organize at your direction or as an organizer of a limited liability company that we organize at your direction. If we do choose to act as an incorporator or organizer for you, it will be at our sole and absolute discretion per conditions we impose at our sole and absolute discretion. If we act as an incorporator or organizer, you agree that such action (i) in no way makes us a shareholder, member, director, manager, officer, employee, agent, representative, or affiliate of the corporation or, as the case may be, limited liability company, and (ii) our resignation as incorporator or, as the case may be, organizer will be effective immediately upon organization of the underlying entity and we will not be required to provide any notice to you to make any such resignation final or effective.

(b) Registered Agency. In the event you ask us to act as a registered agent for an entity, you will be responsible to provide us with (i) the full and accurate legal name of the entity, (ii) the full and accurate fictitious names that the entity does business under in the jurisdiction in which you are asking us to serve as registered agent on behalf of the entity, (iii) prompt notice of any changes to the name of the entity or the fictitious names, and (iv) all relevant contact information for the person or persons to which you would like us to send service of process, documents, notices, or communications that we receive and that are addressed to any entity or fictitious name that you provide us with. We are not in any way responsible to forward any service of process, document, notice, or communication directed, addressed to, or received under a name that you have not provided us with. You specifically authorize us to open any mail that is addressed to (i) any entity for which we are acting as a registered agent at your request, and (ii) any fictitious name that you have provided us with for that entity.

By entering into these Terms, you agree that you will not provide or allow anyone else to provide our address to any third-party for any reason, with the exception of providing the address to the department of state for each jurisdiction in which you have engaged us to act as a registered agent. Under no circumstances will we be required to forward mail, payments, solicitations, or other communications we receive as a result of our address being provided to a third-party other than a department of state.

If we terminate our relationship with you or you terminate your relationship with us, we will not be responsible to forward anything (including, but in no way limited to, service of process) to you or any of your designees after the effective date of termination.

We provide various Services to assist businesses and nonprofits with ongoing compliance. However, if we provide you with a reminder that a compliance step is required, we will not provide the Services necessary to complete that compliance step unless and until you order those Services. Thus, you should in no way assume that if we provide you a compliance reminder, we have performed the Services necessary to ensure the compliance step is complete.

8. Your Obligation to Indemnify Us.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND HOLD US AND OUR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS HARMLESS FROM AND AGAINST, AND WILL PAY TO EACH OF THE FOREGOING THE AMOUNT OF, ANY LOSS, LIABILITY, DAMAGE, OR EXPENSE (INCLUDING, BUT IN NO WAY LIMITED TO, REASONABLE ATTORNEY FEES) INCURRED, WHETHER OR NOT ARISING FROM A THIRD-PARTY CLAIM, THAT ARISES FROM OR RELATES TO ANY CLAIM OF ANY NATURE (WHETHER SOUNDING IN CONTRACT, NEGLIGENCE, OR OTHERWISE) INVOLVING YOUR BREACH OF THESE TERMS, OUR PROVISION OF SERVICES PURSUANT TO THESE TERMS, YOUR USE OF THE SERVICES, VIOLATION OF LAW, YOUR PROVISION OF INFORMATION TO US FOR FILING (INCLUDING ANY ALLEGATION THAT SUCH INFORMATION IS INACCURATE), OR WILLFUL MISCONDUCT, RECKLESSNESS, NEGLIGENCE, ERROR, OMISSION, ACTION, OR INACTION. FURTHERMORE, YOU EXPRESSLY AGREE THAT OUR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS ARE THIRD-PARTY BENEFICIARIES OF YOUR OBLIGATION TO INDEMNIFY.

9. Our Warranty and Disclaimer.

Subject to the terms and conditions of these Terms, we represent and warrant that we will provide the Services you order to you in accordance with your directives by using the information that you provide to us.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE DIRECTLY PRECEDING SENTENCE, WE WILL PROVIDE YOU SERVICES AND FORMS ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY NATURE WHATSOEVER REGARDING THE WEBSITE, THE SERVICES, OR THE FORMS INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT.

WITHOUT IN ANY WAY LIMITING THE SCOPE OF THE GENERAL WARRANTY DISCLAIMER ABOVE, WE MAKE NO WARRANTY OF ANY NATURE WHATSOEVER (A) THAT THE WEBSITE, SERVICES, OR FORMS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, (B) THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (C) WHETHER OR NOT OUR FORMS APPLY TO YOUR PARTICULAR FACTUAL SITUATION, (D) WHETHER OR NOT ANY PROVISION, TERM, OR CONDITION IN ANY FORM IS LEGALLY ENFORCEABLE IN ANY PARTICULAR FACTUAL SITUATION, (E) REGARDING THE CONTENT, ACCURACY, OR RELIABILITY OF ANY TEMPLATE OR DOCUMENT PUBLISHED OR PROVIDED BY ANY GOVERNMENT AGENCY OR OTHER AUTHORITY, (F) REGARDING THE MANNER IN WHICH OR SPEED WITH WHICH A GOVERNMENT AGENCY OR OTHER AUTHORITY WILL PROCESS FILINGS THAT WE MAKE ON YOUR BEHALF, (G) WHETHER OR NOT A PARTICULAR GOVERNMENT AGENCY OR OTHER AUTHORITY WILL APPROVE A FILING THAT WE MAKE ON YOUR BEHALF, OR (H) REGARDING THE QUALITY, ACCURACY, OR RELIABILITY OF ANY SERVICES OR PRODUCTS YOU OBTAIN THROUGH AN INDEPENDENT CONTRACTOR THAT WE REFER YOU TO.

10. Our Limit of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU FOR (A) ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, OR LOSS OF OPPORTUNITY; OR (B) DAMAGES IN AN AMOUNT EXCEEDING THE AMOUNT YOU HAVE PAID US FOR SERVICES DURING THE TWELVE-MONTH PERIOD PRECEDING THE DATE OF YOUR CLAIM.

WE CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. WE WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON OUR SYSTEM.

11. No Class Actions.

UNDER NO CIRCUMSTANCES WILL YOU HAVE ANY RIGHT OR AUTHORITY TO BRING OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR ARBITRATION FILED AGAINST OR INVOLVING US.

12. Force Majeure.

We shall not be considered to be in breach or default of these Terms, and shall not be liable for any cessation, interruption, or delay in the performance of our Services or other obligations by reason of earthquake, flood, fire, storm, lightning, drought, landslide, hurricane, cyclone, typhoon, tornado, natural disaster, act of God or of the public enemy, epidemic, pandemic, famine or plague, action of a court or public authority, change in law, explosion, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar even that is beyond our reasonable control, whether foreseen or unforeseen (each a “Force Majeure Event”). If a Force Majeure Event continues for more than sixty days in the aggregate, we may immediately terminate our Services and shall have no liability for, or as a result of, any such termination.

13. The Agreement Between You and Us to Arbitrate Disputes.

You agree that any action or proceeding by you relating to any dispute must commence within one year after the alleged cause of action accrues. Please read this section of these Terms very carefully.

(a) What is Arbitration? “Arbitration” is a dispute resolution process that is less formal than a traditional court proceeding, is guided by a neutral arbitrator as opposed to a judge or jury, and allows for limited factual discovery as compared to a court proceeding. Typically, arbitration awards are subject to very limited review by courts.

(b) The Arbitration Agreement. By entering into these Terms, you are expressly agreeing that any dispute or conflict of any nature that arises between you and us will be resolved in binding arbitration. AS A RESULT OF ENTERING INTO THESE TERMS, YOU ARE FOREVER WAIVING (I) YOUR RIGHT OR AUTHORITY TO BRING OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR ARBITRATION FILED AGAINST US, AND (II) YOUR RIGHT TO HAVE ANY CLAIM YOU HAVE AGAINST US DECIDED BY A JURY.

(c) Initiating Arbitration Against Us. If you have a claim against us, you may initiate arbitration against us by sending a written notice addressed as follows:

Patriot Compliance, Inc., P.O. Box 1146, Quincy, IL 62306

However, such notice will only be effective if it (i) is sent by certified mail, (ii) includes a description of the nature and basis of the claim or dispute, and (iii) specifies the relief (whether monetary or otherwise) that you are seeking from us, i.e. your “Demand,” and the dollar value of such relief if you are seeking monetary relief.

(d) Arbitration Fees and Process. Regardless of the value of your Demand, we will equally split with you the initial arbitration filing fee for any arbitration you initiate, subject to the provisions set forth herein regarding reimbursement. For any arbitration that we initiate against you, we will pay the entire initial arbitration filing fee and will not be entitled to any reimbursement from you regardless of the outcome of the arbitration.

Any arbitration under these Terms will be administered by the American Arbitration Association under its Consumer Arbitration Rules (the “Rules”) by a single arbitrator who is appointed in accordance with the Rules. You may obtain a copy of the Rules at www.adr.org or by calling 1-800-778-7879.

To the extent the Rules allow, you will have the choice to have the arbitrator decide your claim (i) solely on the basis of documents submitted to the arbitrator, (ii) after a hearing conducted by telephone, or (iii) after a live, in-person hearing is conducted. After you have chosen how the arbitrator will decide your claim, and assuming you have elected to have the arbitrator decide your claim after either a telephone or live, in-person hearing, we will have the option to participate solely by submitting documents or by telephone and we will promptly notify the arbitrator of our choice in that regard. If you or both you and we have indicated a preference for or the Rules otherwise require a live, in-person hearing, the arbitrator will determine the location at which the arbitration hearing will take place per the following guidelines: (i) if you have requested or the Rules require a live, in-person hearing but the Rules allow us to and we have indicated we will participate by submitting documents or by telephone, then the arbitrator will conduct the arbitration hearing at a specific location of his choice in the county (or parish) where you are domiciled; (ii) if you have requested a live, in-person hearing and the Rules require us or we have indicated we will attend the hearing, then the arbitrator will conduct the arbitration hearing at a specific location of his choice in Adams County, Illinois.

If the arbitrator does not award you your full Demand, then we will not be responsible for reimbursing you for arbitration filing fees and the arbitrator will allocate his fees as he deems appropriate, taking into consideration the Rules and the outcome of the arbitration. If, however, an arbitrator awards you your full Demand, then (i) we will reimburse you for the arbitration filing fee you paid, and (ii) the arbitrator may order us to pay some or all of his fees if he deems it appropriate to do so because the value of your Demand is very low relative to the share of the arbitrator’s fees you would otherwise have to pay.

(e) Governing Law and Arbitrator Jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of all arbitration provisions in these Terms. Any arbitrator selected under the Rules to administer an arbitration under these Terms will have sole and exclusive jurisdiction to determine the scope, enforceability, and interpretation of the arbitration provisions in these Terms.

14. Independent Contractor.

We and you are independent contractors and neither party may make contracts or enter into any agreements in the name of the other party or obligate or bind the other party in any manner whatsoever.

15. Termination of Our Relationship with You.

We may refuse prtoovide Services or enter into a relationship with anyone at any time, including you. If we enter into a relationship with you, we may terminate that relationship at any time if (a) you fail to pay an invoice for Services in a timely fashion, (b) you fail to honor your obligations under these Terms, (c) you make any attempt to or do in fact use the Website or the Services in any way that could damage or impair our networks or servers, (d) you make any attempt to or do in fact gain unauthorized access to the secure login or otherwise misuse the Website in any way, (e) we learn or suspect that you are attempting to or have used the Website, any of the Services, or any of the Forms to further an unlawful objective, (f) we learn or suspect an unauthorized user is using your account with us, or (g) we choose to do so for any reason or no reason at all. If you order Services from us, you may not cancel them early.

16. Governing Law.

With the sole exception of the arbitration provisions in these Terms (which are governed by the Federal Arbitration Act), these Terms must be construed in accordance with, and all disputes under these Terms are subject to and will be decided under, Delaware law without regard to conflict or choice of law principles. By entering into these Terms, you and we expressly disclaim the United Nations Convention on Contracts for the International Sale of Goods. As a result, the United Nations Convention on Contracts for the International Sale of Goods will not govern or have any application to the interpretation of these Terms, any dispute arising from or related to these Terms, or the relationship between you and us.

ANY SUIT, ACTION OR PROCEEDING CONCERNING THIS AGREEMENT THAT IS NOT SUBJECT TO MANDATORY ARBITRATION MUST BE BROUGHT IN AN ILLINOIS STATE COURT LOCATED IN ADAMS COUNTY OR FEDERAL COURT LOCATED IN SANGAMON COUNTY, ILLINOIS, AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

17. Entire Agreement; Modifications.

These Terms, including documents incorporated herein by reference, constitute the entire contract between us and you relating to the Services. In case of a conflict between these Terms and any confirmation, correspondence or other communication of you or us, these Terms shall control. We may revise these Terms or the documents incorporated herein by reference from time to time in any manner at our sole and absolute discretion, and will always post the most current version on our Website. Accordingly, you should review these Terms from time to time. By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms and documents incorporated herein by reference, which will constitute the amended contract between us and you.

18. No Waiver.

No delay on our behalf in exercising or any failure by us to exercise any right or remedy available to us under these Terms will be construed as a waiver unless reduced to writing and signed by us.

19. Severability.

If any provision of these Terms is held invalid or unenforceable by any court or arbitrator of competent jurisdiction, the other provisions of these Terms will remain in full force and effect. Any provision of these Terms held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not specifically held invalid or unenforceable.

20. Successors and Assigns.

These Terms are binding on your successors, assigns, heirs, legal representatives, and personal representatives. These Terms are binding on our successors and assigns. We may assign our rights or obligations hereunder without your consent. We may engage subcontractors or agents in performing our duties and exercising our rights hereunder, without your consent.

21. No Third-Party Beneficiaries.

Except as otherwise expressly provided in these Terms, there are no third-party beneficiaries of these Terms.

22. Rules for Interpreting these Terms.

In construing these Terms, the following rules apply: (a) The headings used in these Terms are for ease of reference only, and cannot be used to construe these Terms. (b) The singular includes the plural and the plural includes the singular. (c) Common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular, and plural.