Wolters Kluwer

Disclaimer

CT maintains this website as a service to anyone who is interested in the company.

CT will take good care of the composition of this site and the updating of the presented data.

Nevertheless, CT will not accept any liability for damages, in any form, arising from or in relation to the use of ct.wolterskluwer.com or for a temporary inability to access this site.

The product and brand names mentioned on this site are copyright protected.

The only user information captured is the IP address of the computer used, the browser used, the pages visited and the date and time of visit. CT will use this data to monitor the way ct.wolterskluwer.com is used and further adapt the site to its visitors' requirements.

If you use this site to order information, your name, address and e-mail address are asked only to ensure that we can reply to your request.

Terms of Use

CT Corporation System ("CT"), a Wolters Kluwer Company, materials are designed to provide accurate and authoritative information with regard to the subject matter covered. Material is made available with the understanding that CT, or any of its subsidiaries, affiliates, or divisions is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, the services of a competent professional person should be sought.

This site may contain advice, opinions, and statements of various information providers and content providers. CT does not represent or endorse the accuracy or reliability of any advice, opinion, statement or other information provided by any information provider or content provider, or any User of this Site or other person or entity. Reliance upon any such opinion, advice, statement, or other information shall also be at your own risk. Neither CT nor its affiliates, nor any of their respective agents, employees, information providers or content providers shall be liable to any User or anyone else for any inaccuracy, error, omission, interruption, timeliness, completeness, deletion, defect, failure of performance, computer virus, communication line failure, alteration of, or use of any content herein, regardless of cause, for any damages resulting therefrom.

Any link to a third party product, service, or page is provided for convenience and CT assumes no liability or responsibility for the contents thereof.

CT USES REASONABLE CARE IN PUBLISHING MATERIALS AND PROVIDING INFORMATION. HOWEVER, CT DOES NOT GUARANTEE THEIR ACCURACY OR COMPLETENESS. MATERIALS ARE PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. CT ASSUMES NO LIABILITY FOR ANY LOSS, DAMAGE OR EXPENSE FROM ERRORS OR OMISSIONS IN THE MATERIALS, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. CUSTOMERS OF CT, OR ANY OF ITS SUBSIDIARIES, AFFILIATES, OR DIVISIONS ARE SOLELY RESPONSIBLE FOR AND ASSUME ALL LIABILITY IN CONNECTION WITH MAINTAINING SECURITY OF ANY PASSWORD SELECTED BY THE CUSTOMER FOR USE OF ANY OF THE SELECTED SERVICES AVAILABLE HEREIN.

You are permitted the limited right to print materials for your personal and non-commercial use only. While no fee is required in consideration of this permission, CT requires that the following statement be included in any production of this material:

© 2013, CT Corporation System. All Rights Reserved. Reprinted with permission.

Except as expressly permitted by CT as set forth above, no part of the materials available may be copied, photocopied, reproduced, translated, reduced to any electronic medium or machine-readable form, or re-transmitted, in whole or in part, without the prior written consent of CT. Any other reproduction in any form without the prior written consent of CT is prohibited. Written consent may be obtained from CT through:

CT Corporation
Marketing Department
111 Eighth Ave
New York, NY 10011

Each request should include:

  • The source of the CT Corporation material being requested
  • Reason for reprinting (i.e., meeting, class, etc.)
  • Number of copies that will be made

 

SUBSCRIPTION AND REGISTRATION

In a few areas on our Web site, we ask you to provide information that will enable us to enhance your visit or follow up with you after your visit.

We request information from you when you:

  • Register on ct.wolterskluwer.com for premium content
  • Register to purchase services from CT Corporation
  • When you submit feedback on our site

In each of the instances above, we ask for your name, e-mail address, and other appropriate personal information that would be needed to register for or subscribe to these services or offers.

The information you provide will be kept confidential and will be used only to support your customer relationship with CT Corporation. When you provide your personal information such as name, address, phone number, and company name, CT Corporation will not give or sell this information to any outside company for any use.

 

ELECTRONIC PAYMENT PROCESSING

CT takes technical and administrative steps to protect against unauthorized access and disclosure of individually identifiable information.

CT employees who handle confidential or proprietary information must treat it confidentially and may not disclose it to unauthorized third parties. CT employees are responsible for the internal security of the information. We do not share your electronic payment information with anyone else. Employees who violate CT’s privacy policies are subject to a range of performance improvement actions, up to and including termination of employment.

We provide security to protect information furnished by customers. We use VeriSign, a leading provider of internet protection services, to secure every transaction. Specifically, when you provide electronic payment information, such as credit and debit card numbers, we use industry standard secure socket layer (SSL) encryption to protect it. We also encrypt your electronic payment number and information when we process your transaction. We do not store personally identifiable payment information on our servers.

 

Terms of Use

General Website Terms

Your use of our website and information provided by us constitutes your agreement to be bound by the terms and conditions set forth in these Terms of Use. The following terms and conditions govern your use of this website, the services offered by CT Corporation via the website, and all of the forms, information, software, function, graphics, artwork and any other content, materials and resources available by CT Corporation (the "CT Corporation Content"). As a user of this website and the CT Corporation Content, you are granted a nonexclusive, nontransferable, revocable, limited, personal license to access and use such website and the CT Corporation Content in accordance with these terms and conditions. CT Corporation may terminate this license at any time for any reason. This limited license terminates automatically, without notice to you, if you breach any of these Terms of Use. CT Corporation may make improvements and/or changes to its features, functionality or the CT Corporation Content at any time.

CT Corporation is an incorporation service company designed to allow you to form your own corporation, limited liability company, limited partnership or limited liability partnership (as allowed by state or local jurisdictional law) in various states or local jurisdictions within the United States. In addition to being able to form your own business, you can use CT Corporation for other types of federal, state and county filings as may be offered by CT Corporation. CT Corporation uses the information provided by you on our order forms to complete the information required on the appropriate federal, state or county forms. By submitting a CT Corporation order form and agreeing to the terms outlined in CT Corporation' Terms of Use, you agree to allow CT Corporation to file the ordered documents on your behalf. On rare occasion, and only when required by state statute, CT Corporation will enter your name on web-based Secretary of State filing application as an electronic signature.

 

Not Legal Advice

CT Corporation is not a law firm and neither CT Corporation nor any of its employees provide legal or professional services or advice and should not be relied upon as such. If legal or other professional assistance is needed, we recommend that you seek the services of a competent professional. The CT Corporation Content should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of your specific situation. No confidential attorney-client relationship is formed through use of this website.

No Insurance or Liability Coverage

CT Corporation provides neither insurance nor any other liability coverage with respect to the information provided to us, the CT Corporation Content or as the result of our services.

 

Limitations on Use

Use of this website and the CT Corporation Content is limited to lawful business purposes. Any unauthorized use of this website or the CT Corporation Content is prohibited. CT Corporation may seek any available legal remedy or take any reasonable business steps to prevent the unauthorized use of, or access to, this website and the CT Corporation Content, and to prevent access to users who violate these Terms of Use. CT Corporation' remedies include the right to seek equitable relief. You may not reverse engineer, disassemble, rent, lease, loan, sell, sublicense, provide information processing services, time-sharing or service bureau-type services to any third party, or create derivative works from this website and the CT Corporation Content. You may not use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. You may not use any robot, spider or other automatic device or manual process to monitor or copy this website or the CT Corporation Content without CT Corporation' prior written permission. You may not copy, download, perform, modify, edit, alter, enhance, reproduce, republish, distribute, re-distribute, display or transmit all or any portion of this website or the CT Corporation Content in any manner, except to the extent expressly permitted by these Terms of Use. You may not use or otherwise export or re-export this website or any portion thereof, the CT Corporation Content or any software available on or through this website in violation of the export control laws and regulations of the United States of America.

 

Intellectual Property Rights

Except as expressly set forth in these Terms of Use, nothing contained herein shall be construed as conferring any license or right, by implication or otherwise, under copyright or other intellectual property rights. You agree that this website and CT Corporation Content is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

This website may include various product names, business names, logos, slogans and other marks in which CT Corporation has a registered trademark interest or other protectable interest (collectively "CT Corporation Marks"). It may also include product names, business names, logos, slogans and other marks in which others have a protectable interest (collectively "Other Marks"). You may not in any way use any CT Corporation Marks or Other Marks on this website without the prior express written permission of the appropriate owners.

 

User Submitted Content

This Website may allow users to post text, images, audio, video, links to other sites, or other content to the Website (“User Content”). As a consequence, you may see materials that have been submitted to this Website by individuals not affiliated with CT Corporation. Neither CT Corporation nor any of its affiliates endorses these individuals nor are we in any way associated with any of the materials that they may post on this Website or link to from this Website. Neither CT Corporation nor its affiliates (nor their respective officers, employees, or agents) shall have any responsibility or liability of any nature whatsoever arising in connection with any materials provided by these individuals or in connection with any conduct of these individuals.

Please note: CT Corporation will not publish submissions from small businesses that sell or promote any of the following: pharmaceuticals, drugs, drug paraphernalia, pornography or sexual aids, diet aids, gambling, liquor, tobacco or firearms/weapons. Each user who posts any User Content acknowledges and agrees that CT Corporation has the right, in its sole discretion, to take down or remove or alter any and all User Content it deems not appropriate, illegal or otherwise offensive or inaccurate. Any user who posts any User Content hereby represents that such User Content does not violate any third party intellectual property rights and further grants CT Corporation a license to show and make this content accessible on the CT Corporation website or any successor or affiliate site. By posting any User Content to CT Corporation, you hereby agree to indemnify CT Corporation from any damages and claims related to the User Content posted on CT Corporation, including any infringement, misappropriation, libel or other claims.

 

Notice for Claims of Intellectual Property Violations and Agent for Notice

If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide CT Corporation with the following information:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  2. A description of the copyrighted work or other intellectual property that you claim has been infringed;
  3. A description of where the material that you claim is infringing is located on the Website, with enough detail that we may find it;
  4. Your address, telephone number, and email address;
  5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
  6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

 

Disclaimer of Warranty

This website, our services and the CT Corporation Content and User Content are provided "as is" without any warranty of any kind. No representations or warranties express or implied, are given regarding the legal or other consequences resulting from the use of this website, our services or the CT Corporation Content or any User Content. CT Corporation does not warrant the accuracy or timeliness of the CT Corporation Content, and you agree that CT Corporation has no liability for any errors or omissions in the CT Corporation Content, whether provided by CT Corporation or by a third-party. CT Corporation does not warrant that (i) the operation of the website or the CT Corporation Content will be error-free or uninterrupted; (ii) defects will be corrected; (iii) this website and CT Corporation Content are free of viruses or other harmful components; or (iv) this website or CT Corporation Content will meet your requirements. CT Corporation makes no representation or warranty as to the results that may be obtained from the use of this website or the CT Corporation Content that the results may be obtained from such use will be reliable, or that the quality of any product, service, information or other material purchased or obtained by you through this website will meet your expectations. Any materials and/or other data downloaded or otherwise obtained through the use of this website is done at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the downloading of such material or data. CT Corporation and its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents and representatives specifically disclaim any warranty, except as otherwise specifically provided elsewhere in this agreement, oral or written, whether express or implied, including without limitation, the implied warranties of merchantability, title, non-infringement, and fitness for purpose. Under no circumstances will CT Corporation or its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents or representatives, be liable or responsible for any damage or inconvenience caused or alleged to be caused by the use of this website, our services or the CT Corporation Content or the User Content. This warranty gives you specific legal rights, and you, as licensee, may have other rights that vary from state to state. Some states do not allow the exclusion of implied warranties, so portions of the above may not apply to you.

 

Limitation of Liability

CT Corporation (and its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents and representatives) shall not be liable for any injury, claim, liability or damage of any kind resulting from your use of this website, our services or the CT Corporation Content or related to the User Content. CT Corporation (and its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents and representatives) shall not be liable for any special, direct, indirect, incidental or consequential damages of any kind whatsoever, including without limitation, attorney fees, lost profits, goodwill, business interruption, loss of business information or data, loss of opportunity and the like, in any way due to, resulting from, or arising in connection with the use or inability to use this website, our services or the CT Corporation Content.

Order Information

You agree that your order with CT Corporation represents that the information supplied by you or your agent to CT Corporation is accurate and complete. Your order with CT Corporation also acknowledges that CT Corporation is relying upon such information in the preparation and completion of each and all orders without any verification by CT Corporation as to its accuracy or completeness. You agree to hold CT Corporation and its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents and representatives harmless and defend and indemnify CT Corporation from and against any claims, causes of action, damages and liability of whatever kind or nature, including but not limited to court costs and reasonable attorney fees if information provided by you or your agent is inaccurate or incomplete. It is your responsibility to inform CT Corporation of any changes or corrections to your information.

Incorporation Orders

If you are not satisfied with our service please contact our customer service department at the number listed on the website.

If an order is cancelled after payment has been taken by CT Corporation but before a preliminary name check has been completed, CT Corporation will refund the total order amount less a $50 processing fee. If the order is cancelled after the preliminary name check has been completed but before the incorporation documents have been sent to state for processing, CT Corporation will refund the total amount of the order less a $75 processing fee provided that the formation document is not already filed with the state. Money paid to CT Corporation that has already been paid to the state for filing fees or to suppliers is not refundable.

 

Reinstatement Orders

If an order is cancelled after payment has been taken from CT Corporation but before reinstatement has started, CT Corporation will refund the total order amount less a $50 processing fee. If an order is cancelled after reinstatement research is completed, CT Corporation will refund the total order amount less a $75 cancellation fee.

Initial / Annual Report Orders

CT Corporation' Annual Report/Statement Filing System is designed to allow CT Corporation to file the Annual Report/Annual Statement for your business. By clicking on the submit button you are authorizing CT Corporation to act as your agent to complete and submit this report filing.

CT Corporation guarantees that your Annual Report/Statement will be paid on time if you select to use our service, are in good standing and CT Corporation receives payment prior to our specified payment deadline.

If an order is cancelled after payment has been taken by CT Corporation, but before any attempt is made to file your Initial or Annual Report, a full refund will be issued. If we are unable to file your Initial or Annual Report due to your entity's current status with the state for any reason, CT Corporation will refund the total order amount less a $30 processing fee.

CT Corporation does not provide tax advice, accounting services or federal or state income tax return filing services. Our service is designed for the Annual Report/Statement only and should not serve as a substitute for accounting and/or legal advice for your federal, state or local jurisdictional taxes.

 

Registered Agent Service and Payment Terms

Registered Agent Service is included in all CT Corporation incorporation service packages. States require a corporation or LLC to have a registered agent to forward Service of Process and any official correspondence from the Secretary of State or equivalent office.

You will be billed for Registered Agent Service on an annually recurring basis. To ensure uninterrupted service, Registered Agent Service customers are automatically enrolled in CT Corporation' auto-pay program. This program includes leaving an active credit or debit card on file with CT Corporation which allows CT Corporation to charge the credit or debit card for renewal of the Registered Agent Service subscription. If you do not opt out of this auto-pay program, CT Corporation will charge the credit or debit card you provided with the original order and renew you for the service term you selected. We will notify you prior to automatically renewing your service and provide you with an opportunity to opt out.  The current rate for Registered Agent Service is $296 per year.  The renewal charge is the current published rate for Registered Agent Service for one year, or multiple year term as applicable. CT reserves the right to increase all service fees at any time without notification to you. We will, however, notify you of any increase in service fees prior to renewing your service.

CT Corporation recognizes that privacy is important. We understand the need for you to maintain control over your information and data when using CT Corporation. Credit and debit card information is retained as part of the auto-pay program and used only for renewal, payment processing and maintenance of your service and are not used for other purposes without your permission. While credit or debit card information is safeguarded, no method of electronic storage is 100% and we cannot guarantee its absolute security.

You recognize and agree that the cost of service is a good faith estimate. The renewal charge is the current published rate for Registered Agent Service for one year, or multiple year term as applicable. CT Corporation reserves the right to increase all service fees at any time without notification to you. We will, however, notify you of any increase in service fees prior to renewing your service.

You may cancel the Registered Agent Service at any time. All cancellations of Registered Agent Service require proof (in writing) that the company has a new registered agent on file with the state. If notification of cancellation is not received in writing prior to the renewal date, you agree that CT Corporation may charge the full fee for the renewal service term. If you cancel your Registered Agent Service prior to the expiration of your term, you will not be entitled to a pro-rata refund.

If less than the full fee is paid, any accepted partial payment by CT Corporation will be considered an incomplete order until full payment is received by CT Corporation or, at CT Corporation' sole discretion, a reduction in the Registered Agent Service term. Such accepted partial payment orders may be subject to additional installment payment processing fees.

In the event that CT Corporation does not receive full payment based on the terms dictated on your invoice, CT Corporation reserves the right to terminate Registered Agent Service. You agree to bear any risk and under no circumstances will CT Corporation or its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents or representatives, be liable or responsible for any damage or inconvenience caused or alleged to be caused by termination. You agree to pay reasonable collection costs, if necessary, in the event of non-payment, plus interest on any such amounts at a rate of 1.5% per month.

You may cancel the Registered Agent Service at any time. All cancellations of Registered Agent Service require proof (in writing) that the company has a new registered agent on file with the state. If notification of cancellation is not received in writing prior to the renewal date, you agree that CT Corporation may charge the full fee for the renewal service term. If you cancel your Registered Agent Service prior to the expiration of your term, you will not be entitled to a pro-rata refund. You agree to pay all dissolution costs, if necessary, plus interest on any such amounts at a rate of 1.5% per month.

Registered Agent Plus Service and Payment Terms

The Registered Agent Plus Service is CT’s Registered Agent Service combined with the ability for you to file an annual report for your covered entity during the same subscription year. CT will submit the filing in hard copy or electronically, the exact manner to be determined by CT. CT will pay the appropriate fees either by check, or prepaid account, or prepaid online filing. You will be invoiced for statutory filing fees incurred. Delinquent or reinstatement filings are not included in Registered Agent Plus and may incur additional service charges from CT. The filing of supplemental or secondary disclosure reports are not included with Registered Agent Plus and may incur additional service charges from CT. Information updates for which the state requires filings outside of the annual report, e.g., change of address or change of officers, are not included in Registered Agent Plus and may incur additional service charges from CT.

Customer Obligations

You must contact CT to begin the filing process by 1) calling CT at 844-213-0113, 2) submitting an order online by logging in at arfiling-login and using CT’s online annual report filing application to file, or 3) filing via CTAdvantage. You must provide CT with all of the information required for filing an annual report at least five business days prior to its filing deadline and in the format specified by CT. If you are late in providing this information, you are liable for any associated state assessed penalties or fees.

 

Returned Checks

A $25 fee will be added to all checks returned to CT Corporation due to non-sufficient funds or closed accounts. In addition, a bank service fee will be charged on these checks.

Reliance on Instructions

CT Corporation may act in reliance upon any instruction, information, document, filing, name, email address or user password that meets this website's automated criteria or which is believed by CT Corporation' personnel to be genuine. For any password protected areas, CT Corporation may assume a person entering a user name address and associated password is, in fact, that user or is authorized by that user to act on its behalf. CT Corporation may assume the latest email addresses and registration information on file with CT Corporation are accurate and current. When programmed to do so, CT Corporation may take prescribed actions in the absence of receiving proper and complete contrary instructions.

Remedies

CT Corporation reserves the right to seek all remedies at law and in equity for violations of these Terms of Use, including but not limited to the right to block access from a particular Internet address to this website and its features.

Unlawful Activity

CT Corporation reserves the right to investigate complaints or reported violations of these Terms of Use and to take any action we deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators or other third-parties and disclosing any information necessary to such persons or entities relating to user profiles, email addresses, usage history, posted materials, IP addresses and traffic information. You acknowledge that CT Corporation will have the right to report to law enforcement authorities any action that may be considered illegal, as well as any reports it receives of such conduct. When requested, CT Corporation will cooperate fully with law enforcement agencies in any investigation of alleged illegal activity.

Force Majeure

CT Corporation is not responsible for any delay or failure in performance of the web site in whole or in part for any reason including, without limitation: fires, floods, storms, earthquakes, civil disturbances, disruption of telecommunications, transportation, utilities, services or supplies, governmental action, computer viruses, corruption of data, hacker attack, incompatible or defective equipment, software or services or otherwise. Nothing herein enlarges any warranty or diminishes any disclaimer under these Terms of Use.

Governing Law, Jurisdiction and Legal Notice

These Terms of Use will be governed and construed under the laws of the State of Delaware, U.S.A., without regard to its choice of law provisions. You agree that any action at law or in equity arising out of or relating to this website or the CT Corporation Content, including these Terms of Use, will be filed only in the state or federal courts located in Delaware. You consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.

Severability

If any term or provision of these Terms of Use is held to be invalid, void or unenforceable by a court or arbitrator of competent jurisdiction, the remainder of these Terms of Use will not be affected, impaired or invalidated and each remaining term or provision will be valid and enforceable to the fullest extent permitted by law.