These are the terms applicable to your (“you,” “your,” or “Customer”) purchase of the Beneficial Ownership Filing Services (the “Service(s),” “Beneficial Ownership Filing(s),” “Beneficial Ownership Filing Services,” or “BOF Services”). Beneficial Ownership Filing Services may be sold as a standalone product or bundled with other ZenBusiness products or packages.
In addition to the ZenBusiness Terms of Service, these Beneficial Ownership Filing Terms of Services (the “BOF Terms of Service” “BOF Terms” or “BOF Agreement”) constitute a legal agreement between you and ZenBusiness detailing your use of the ZenBusiness Beneficial Ownership Filing Services. This BOF Agreement, and its terms, conditions, limitations, and requirements, is effective as of the date you purchase the BOF Services, accept a promotional trial thereof, or purchase a package that includes BOF Services (the “Effective Date”). Please read these BOF Terms carefully.
THIS BOF Agreement, THE ZENBUSINESS TERMS OF SERVICE, ZENBUSINESS PRIVACY POLICY, AND ANY OTHER APPLICABLE TERMS TO ADDITIONAL ZENBUSINESS PRODUCTS PURCHASED, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND ZENBUSINESS. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS OR DELETIONS ARE NOT ACCEPTABLE AND ZENBUSINESS MAY REFUSE OR DENY USE OF THE BOF SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS BOF Agreement. These BOF Terms affect your legal rights and obligations. If you do not agree to be bound by the BOF Terms, you may not purchase, access or use the Beneficial Ownership Filing Services. If you have not yet used the Beneficial Ownership Filing Services, and do not wish to comply with these BOF Terms, you may request a refund, by contacting the ZenBusiness Customer Support Team at 1-844-4-ZENBIZ within thirty (30) days of submitting your order.
1. Description of Beneficial Ownership Filing Services.
The federal Corporate Transparency Act (or “CTA”) requires certain private companies to report its beneficial owners to the Financial Crimes Enforcement Network (“FinCEN”) and to update that information with FinCEN within thirty (30) days of any changes. ZenBusiness, or its subcontractor or partner, agree to serve as the original filer of the Beneficial Ownership Information Report to FinCEN for the company specified in your order (the “Reporting Company”).
a. Definitions
i. Reporting Company: (1) any domestic corporation, LLC, or similar entity and (2) any foreign company that registers to do business in the U.S.
ii. Beneficial Owner: an individual who either directly or indirectly: (1) exercises substantial control over the Reporting Company, or (2) owns or controls at least 25% of the Reporting Company’s ownership interests.
iii. 25% Ownership: the CTA does not define what constitutes ownership or how to calculate 25%, but a suggested approach is to aggregate all the individuals’ ownership interests of any class or type that the individual owns or controls and compare the aggregated interest to the undiluted ownership interests of the company.
iv. Substantial Control: the CTA does not define what constitutes substantial control over an entity. Substantial control can include: (1) Service as a senior officer of the Reporting Company, (2) Authority over the appointment or removal of any senior officer, majority, or dominant minority of the board of directors, (3) Direction, determination, decision, or substantial influence over important matters affecting the Reporting Company, (4) Any other form of substantial control over the Reporting Company. Substantial control may be exercised directly or indirectly. More than one person may exercise substantial control over a Reporting Company. Substantial Control is not intended to include ordinary daily managerial decisions.
v. FinCEN Identifier: a unique identifying number that FinCEN will issue to an individual or Reporting Company upon request after the individual or Reporting Company provides certain information to FinCEN. A beneficial owner, Company Applicant, or Reporting Company may simply report their FinCEN Identifier in lieu of that individual’s otherwise required personal information on the beneficial ownership information report. A FinCEN identifier is specific to the individual or entity to which it is issued and each individual or Reporting Company may only obtain one FinCEN identifier.
vi. Company Applicant: Only Reporting Companies created or registered on or after January 1, 2024, will need to report their Company Applicant. A company that must report its Company Applicants can list up to two individuals who could qualify as Company Applicants: (1) The individual who directly files the document that creates or registers the company or (2) And, if more than one person is involved in the filing, the individual who is primarily responsible for directing or controlling the filing.Beginning January 1, 2024, when assisting with new formations and registrations, ZenBusiness will provide each company with the FinCEN Identifier of the Company Applicant in addition to the filing evidence.
b. While these BOF Terms provide a helpful summary of the CTA, you shall assume knowledge of all laws that are applicable to you and your entity, and you are solely responsible for compliance with any such laws. You may not use the BOF Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
c. There are 23 types of entities that are exempt from the reporting requirements. A company that qualifies for an exemption is not considered a Reporting Company and does not have to file the BOF report. It is your responsibility to determine if your company is exempt from the Corporate Transparency Act reporting requirements. ZenBusiness will not serve as an advisor to you with respect to the applicability of the law and will not issue any refunds for BOF Services purchased and provided for exempt entities.
d. A Reporting Company created or registered to do business before January 1, 2024, will have until January 1, 2025 to file its initial beneficial ownership information report with FinCEN. A Reporting Company created or registered on or after January 1, 2024, will have 90 days to file its initial beneficial ownership information report. This 90-day deadline runs from the time the company receives actual notice that its creation or registration is effective, or after a Secretary of State or similar office first provides public notice of its creation or registration, whichever is earlier. Once this requirement has been met the Reporting Company will only need to submit an updated report to FinCEN if any of the previously reported information changes.
e. It is your responsibility to contact ZenBusiness or FinCEN directly with changes, corrections or updates to your beneficial ownership information within thirty (30) days of the change per the requirements of the Corporate Transparency Act. Failure to do so may result in penalties from FinCEN. You acknowledge that ZenBusiness is not liable to you for damages resulting from your failure to update or provide accurate information. The willful failure to report complete or updated beneficial ownership information to FinCEN may result in civil or criminal penalties, including civil penalties of up to $500 each day that the violation continues, or criminal penalties including imprisonment for up to two years and/or a fine up to $10,000.
2. Updates to Terms.
You acknowledge that ZenBusiness reserves the right to change these BOF Terms of Service at any time (“Updated Terms”), in its sole discretion, with or without notice. You agree that we may notify you of the Updated Terms by posting them on www.ZenBusiness.com, and that your use of the BOF Services after the effective date of the Updated Terms constitutes your agreement to the Updated Terms. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the BOF Services from that point forward. If you do not agree with an update, your only option is to terminate your BOF Services. Unless explicitly stated otherwise, any new features that augment or enhance the current BOF Services are subject to these BOF Terms of Service and/or Updated Terms depending on the date the new features are made available.
3. Your Information.
You, not ZenBusiness, have sole responsibility for the accuracy and completeness of your information you provide to ZenBusiness for the Beneficial Ownership Filing.You must immediately alert us of any fraudulent, unauthorized, illegal, or suspicious use of the BOF Services or any other breach of security or unauthorized or illegal activity that you reasonably suspect.
4. Authority to Enter Agreement.
If you are entering into these BOF Terms of Service on behalf of a Reporting Company or other legal entity, you represent that you have the legal authority to bind such entity to this Agreement, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority or if you do not agree with these BOF Terms, you may not sign up for or use the BOF Services. If after your purchase we find that you do not have authority to bind the entity for which you purchased the BOF Services for, you will be personally responsible for the obligations in these BOF Terms and the order you placed, including without limitation, the payment obligations. We shall not be liable for any loss or damage resulting from our reliance on any instruction, notice, document, or communication reasonably believed by us to be genuine and originating from an authorized representative of the company for which the order was placed. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, we may, but are not obliged to, require additional authentication from you which you shall promptly provide.
5. Payment.
You must pay all fees, including filing fees, related to your account in accordance with the terms at the time of your purchase, even if you do not use the BOF Services, until you cancel your BOF Service or it is otherwise terminated if after 90 days you have not completed your filing order.
6. Changes to Service.
ZenBusiness may change the offering of Beneficial Ownership Filing Services, including the functionality, content, or availability of any features of the services, at any time in its sole discretion. We may also impose limits on features and services or restrict your access to all or part of the BOF Services. If we add new features to the BOF Services, including incorporating any third-party services, the new features will be subject to these BOF Terms.
7. Termination or Cancellation.
a. By ZenBusiness.
ZenBusiness may terminate your BOF Service and resign, with proper notice if required by federal law, as your beneficial ownership filer. Reasons for termination may include: 1) your failure to provide accurate, complete, and current information as requested or required by the Corporate Transparency Act, 2) the inability to locate you after reasonable and diligent efforts are made, 3) your failure to pay, 4) your failure to provide the requested information to perform the BOF Services, 5) your use of the BOF Services for suspected illegal activity, or 6) any other lawful reason.
b. By Customer.
You may cancel your BOF Service by calling our Customer Support Team at (844) 493-6249. You may not cancel the BOF Service once ZenBusiness has started the process of drafting your BOF. Should you cancel the BOF Service prior to ZenBusiness drafting the BOF, you acknowledge that you have sole responsibility for filing the Reporting Entity’s beneficial ownership information, and any updates, directly with FinCEN.
8. Indemnification. You agree to release, defend, indemnify, and hold harmless ZenBusiness and/or its agents from and against any and all claims, causes of action, liabilities, judgments, penalties, losses, costs, damages, and expenses (including attorneys’ fees and all related costs and expenses of litigation at arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted) suffered or incurred by us, including, without limitation, any claim for personal injury or property damage, arising from:
a. This Agreement;
b. The BOF Services provided to you;
c. Your use of the BOF Services,
d. Any violation by you of any federal, state, or local laws, statutes, rules, or regulations; and
e. ZenBusiness or its agents being named as a defendant in an action based on your alleged or actual conduct.
For purposes of this Agreement, the indemnified parties shall include ZenBusiness and its owners, affiliates, subsidiaries, parents, shareholders, members, successors, assigns, representatives, franchisees, officers, directors, agents, attorneys, subcontractors and employees.
9. Limitation of Liability.
YOU AGREE AND ACKNOWLEDGE THAT NEITHER ZENBUSINESS NOR ITS AGENTS ARE LIABLE FOR ANY DAMAGES WITH USE OF THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT NEITHER ZENBUSINESS NOR ITS AGENTS HAVE ANY RESPONSIBILITY OR OBLIGATION TO ENSURE COMPLIANCE WITH THE CORPORATE TRANSPARENCY ACT.
NEITHER ZENBUSINESS NOR ITS AGENTS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY NEGLIGENT ACTS OR OMISSIONS IN COMPILING, COLLECTING, PROCESSING, COMMUNICATING, OR HANDLING PHYSICAL OR DIGITAL DOCUMENTS, DIRECTLY OR INDIRECTLY. YOU AGREE AND ACKNOWLEDGE THAT THE TOTAL AMOUNT OF OUR LIABILITY, IF ANY, FOR ANY AND ALL CLAIMS, CAUSES OF ACTION, DAMAGES, LOSSES, OR JUDGMENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID FOR THE BENEFICIAL OWNERSHIP FILING SERVICE WITHOUT REGARD TO THE NATURE OF THE CLAIM, LOSS, OR DAMAGE INCURRED, EXCEPT AS PROVIDED IN THE DISPUTE RESOLUTION BY BINDING ARBITRATION SECTION OF THE TERMS OF SERVICE. NEITHER ZENBUSINESS NOR ITS AGENTS SHALL BE LIABLE FOR ANY OTHER LOSS, CLAIM, DAMAGE, OR INJURY ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE PROVISION OF ANY SERVICES PURSUANT TO THIS AGREEMENT.
