BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. Any individual using the Website or purchasing our Services on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.
5. Use of This Website Does Not Create an Attorney Client Relationship
THIS WEBSITE DOES NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, LEGAL ADVICE OR OPINION. YOUR USE OF THE WEBSITE DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND K&K. An attorney client relationship may be created only if You or the company you represent purchase legal services from K&K and the attorney client relationship is then only between K&K and the person or the company specified in the service agreement entered into between K& and its client. For example, if K&K is hired to form a multi-member LLC it will represent only the client stated in the LLC Formation Questionnaire submitted to K&K.
6. Registered Agent Services; Discontinuing/Canceling Registered Agent Services
If You purchase the registered agent service for You or Your company You agree to the following terms and conditions: (i) if You or your company does not pay the annual registered agent service fee, the registered agent may resign without notice and cease to be the registered agent, (ii) if the registered agent resigns You or your company will be responsible for appointing a replacement registered agent for the Company, (iii) so long as You or Your company use the registered agent service You or Your company will pay the then applicable fee for registered agent services, (iv) K & K will not have any responsibility or liability for any registered agent services provided or not provided.
7. Forwarding of Mail; K&K’s Business Address
Our Registered agent Services are limited to the receipt and forwarding of official federal, state and local correspondence as well as Service of Process, and You hereby acknowledge and agree that K&K does not, and shall not, provide business or mailing addresses and/or business mail forwarding services. K&K DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO FORWARD ITEMS RECEIVED ON YOUR BEHALF PURSUANT TO YOUR UNAUTHORIZED USE OF K&K’S BUSINESS ADDRESS AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR FAILURE TO FORWARD SUCH ITEMS. YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN MAKING UNAUTHORIZED USE OF K&K’S BUSINESS ADDRESS.
If Your California Registered Agent Service is cancelled in accordance with Section 6 of this Agreement, continued use of K&K’s address on public records (such as entity principal addresses) may result in additional charges for use of the address in the amount of $100/month.
8. Taxes, Reporting and Legal Responsibilities
You are solely responsible for satisfying all tax, reporting and legal responsibilities, including but not limited to income tax, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law arising from all Services provided by K&K.
Subject to Your compliance with the terms and conditions of this Agreement, K&K grants You a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Website and Services. The Website, or any portion of the Website, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of K&K. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of K&K or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
10. User Information; Password Protection
You will also be asked to provide, or may be given, a user name and password in connection with certain of Services. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the account, user name, or password of any other person at any time. You agree to notify K&K immediately of any unauthorized use of Your account, user name, or password. K&K shall not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by K&K, its affiliates, partners, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of Your account or password. You must also promptly notify K&K if any credit/debit card that You have provided to us is lost, stolen or used without permission.
11. Official Information Provided by You
K&K’s limited liability company formation and administration Services and require the filing of official documents (“Official Documents”) with certain federal, state or county agencies (e.g. the California Secretary of State and the California Franchise Tax Board) (each a “Governmental Agency”). In order to prepare and file Official Documents, certain information (such as the name of your corporation or limited liability company (LLC), the name and address of your corporation or LLC’s registered agent and the name and address of the directors and officers of your corporation or members or managers of your LLC) (collectively, “Official Information”) must be submitted to the appropriate Governmental Agency. You represent and warrant that all Official Information You provide will be complete and accurate; K&K does not, and cannot, investigate Official Information provided by You. You hereby acknowledge and understand that any willful and false statement made by You on an Official Document may be punishable by fine, imprisonment, or both. K&K DOES NOT REPRESENT, WARRANT OR GUARANTEE THE CURRENCY OR ACCURACY OF OFFICIAL INFORMATION, AND HEREBY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY OFFICIAL INFORMATION PROVIDED BY YOU TO K&K.
12. Electronic Signatures
You agree that all agreements digitally signed by You and K&K will be legally binding on You, the company You represent an K&K.
13. Consent to Receive Email from K&K
By registering with the Website or purchasing Services from K&K, You thereby consent to receive periodic email communications regarding the purchased Services and other Services K&K may offer. As part of registration, You may also elect to receive periodic email communications regarding special offers and other promotions (collectively, “Special Offers”). You may opt-out of receiving Special Offers at any time by (a) following the unsubscribe instructions contained in each Special Offer; or (b) changing the email preferences in your account.
14. Fees; Cancelled Orders; Returned Check & Chargebacks; Negotiated Priced
You are responsible for all fees incurred by You as a result of any and all Services performed by K&K on Your behalf or at Your direction. The fees shall be due and payable immediately upon receipt by You of K&K’s invoice. You may have the option to prepay for additional Services at discounted rates (“Discounted Services”). ALL FEES AND CHARGES WITH REGARD TO DISCOUNTED SERVICES ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS; HOWEVER, YOU MAY TRANSFER UNUSED DISCOUNTED SERVICES TO DIFFERENT BUSINESS ENTITIES WITHIN YOUR K&K ACCOUNT.
All refund requests must be made within sixty days of payment for services by sending an email message requesting the refund to [email protected] You acknowledge and understand that K&K may withhold funds from a cancelled order in accordance with the following terms.
Any and all funds already paid to vendors and/or state agencies including but not limited to state filing fees, publication fees, and corporate kits are nonrefundable.
No refunds for registered agent services will be issued after the registered agent has been stated in an Official Document filed with a Governmental Agency; and
For all name check orders cancelled after completion of the name check, K&K will issue no refund for services rendered. For orders such as entity formations requiring a preliminary name check as part of the order, K&K will withhold an additional $29.00 if the preliminary name check has been completed prior to cancellation; and
For orders requiring preparation of documents to be filed with a Governmental Agency, if You cancel an order after the documents were prepared, but before they were filed with the appropriate Governmental Agency, K&K will withhold an additional $50.00. K&K will issue no refunds once documents have been submitted to the appropriate Governmental Agency for filing.
Any special or reduced product or service pricing in recognition of quantity or other consideration is provided with the understanding and acceptance that all invoices must be paid by the due date of the invoice. If an invoice with items billed at a special pricing rate is not paid by the due date, K&K reserves the right, in its sole discretion, to revert pricing on those items to K&K’s current, standard rates.
15. Third Party Websites
The Website is linked with the websites of third parties (“Third-Party Websites”), some of whom may have established relationships with K&K and some of whom may not. K&K does not have control over the content and performance of Third-Party Websites. K&K HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, K&K DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. K&K DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
16. Reliance on Third-Party Content
Opinions, advice, statements, or other information made available by means of the Website and Services by third parties, are those of their respective authors, and should not necessarily be relied on. Such authors are solely responsible for such content. K&K DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY INFORMATION ON THE WEBSITE; OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY A THIRD-PARTY BY MEANS OF THE WEBSITE AND SERVICES. UNDER NO CIRCUMSTANCES WILL K&K BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE OR TRANSMITTED TO OR BY ANY THIRD-PARTY.
17. Objectionable Content
You represent and warrant that you shall not use the Website or Services to upload, post, transmit, display, perform or distribute any content, information or materials that: (a) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; (b) constitute child pornography; (c) solicit personal information from or exploit in a sexual or violent manner anyone under the age of 18; (d) incite, encourage or threaten physical harm against another; (e) promote or glorify racial intolerance, use hate and/or racist terms, or signify hate towards any person or group of people; (f) glamorize the use of hard core illegal substances and drugs; (g) advertise or otherwise solicit funds or constitute a solicitation for goods or services; (h) violate any provision of this Agreement or any other K&K agreement or policy; or (i) is generally offensive or in bad taste, as determined by K&K (collectively, “Objectionable Content”). K&K DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE CONTENTS OF THE WEBSITE AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREON. Without limiting any of its other remedies, K&K reserves the right to terminate Your use of the Website and Services or Your uploading, posting, transmission, display, performance or distribution of Objectionable Content. K&K, in its sole discretion, may delete any Objectionable Content from its servers. K&K intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
18. Prohibited Uses
K&K imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that you will not: (a) provide false, misleading or inaccurate information to K&K; (b) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (c) name K&K as the registered agent of a business entity without first registering such business entity with K&K and paying all fees associated therewith; (d) for a business entity that K&K acts as registered agent, name such business entity as the registered agent of additional, undisclosed business entities; (e) harvest or otherwise collect information about K&K users, including email addresses and phone numbers; (f) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites; (g) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (h) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (i) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (j) use the Website or Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (k) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (l) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the K&K Parties in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability, AND K&K WILL PROSECUTE YOU TO THE FULLEST EXTENT OF THE LAW.
19. Intellectual Property
(a) Compliance with Law
You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. THE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS RESTS SOLELY WITH YOU.
K&K, K&K.com and the K&K logo (collectively, the “K&K Marks”) are trademarks or registered trademarks of Keyt & Keyt, LLP. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third-parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the K&K Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the K&K Marks generated as a result of Your use of the Website and Services will inure to the benefit of Keyt & Keyt, LLP, and You agree to assign, and hereby do assign, all such goodwill to Keyt & Keyt, LLP. You shall not at any time, nor shall You assist others to, challenge K&K’s right, title, or interest in or to, or the validity of, the K&K Marks.
(c) Copyrighted Materials; Copyright Notice
All content and other materials available through the Website and Services, including without limitation the K&K logo, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by Keyt & Keyt, LLP. or are the property of K&K’s licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to any such materials. Copyright © 2015 to the present, Keyt & Keyt, LLP, ALL RIGHTS RESERVED.
(d) DMCA Policy
As K&K asks others to respect K&K’s intellectual property rights, K&K respects the intellectual property rights of others. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want K&K to delete, edit, or disable the material in question, you must provide K&K with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit K&K to locate the material; (d) information reasonably sufficient to permit K&K to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to K&K’s designated agent at: Attn: Copyright Agent, Keyt & Keyt, LLP., 7373 E. Doubletree Ranch Road, Suite 165, Scottsdale, AZ 85258.
20. Disclaimers; Limitation of Liability
(a) NO WARRANTIES
K&K, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, K&K, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER K&K NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT K&K WILL RECEIVE DOCUMENTS YOU UPLOAD TO K&K’S SERVERS. YOU AGREE AND UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO CONFIRM RECEIPT BY K&K OF DOCUMENTS UPLOADED TO K&K’S SERVERS. NEITHER K&K NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR SERVICES.
(b) YOUR RESPONSIBILITY FOR LOSS OR DAMAGE; BACKUP OF DATA
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD K&K OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
IMPORTANTLY, YOU HEREBY ACKNOWLEDGE THAT A CATASTROPHIC DISK FAILURE OR OTHER EVENT COULD RESULT IN THE LOSS OF ALL OF THE DATA RELATED TO YOUR ACCOUNT. YOU AGREE AND UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO BACKUP YOUR DATA TO YOUR PERSONAL COMPUTER OR EXTERNAL STORAGE DEVICE AND TO ENSURE SUCH BACKUPS ARE SECURE.
(c) LIMITATION OF LIABILITY
THE LIABILITY OF K&K AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL K&K OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO K&K OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF K&K AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID TO K&K DURING THE SIX MONTHS PRECEDING THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN K&K AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. WITHOUT LIMITATION, YOU RELEASE K&K FROM ALL LIABILITY REGARDING SERVICE OF PROCESS AFTER CANCELLATION AND/OR TERMINATION. THIS INCLUDES WITHOUT LIMITATION, A RELEASE OF ANY LEGAL LIABILITY TO YOU FOR K&K’S REFUSAL TO ACCEPT SERVICE OF PROCESS ON YOUR BEHALF AFTER CANCELLATION AND/OR TERMINATION. For additional information, please see Section 6 regarding Removal of Registered Agency Upon Cancellation.
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND K&K OR BETWEEN YOU AND ANY OF K&K’S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. K&K’S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
21. Your Representations and Warranties
You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other K&K policies, and with any applicable laws or regulations.
22. Indemnity by You
Without limiting any indemnification provision of this Agreement, You agree to defend, indemnify and hold harmless K&K and its officers, directors, partners, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and industry professionals (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, “Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; (iii) Your provision to K&K or any of the Indemnified Parties of information or other data; or (iv) Your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation.
The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
23. Governing Law; Jurisdiction and Venue
This Agreement is made subject to and shall be governed by and construed exclusively under the laws of the State of California, without regard to conflicts of laws principles. Each party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the District of California or any court of the State of California located in the City of San Diego in any action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and agrees that any such action, suit or proceeding shall be brought only in such court, provided, however, that such consent to jurisdiction is solely for the purpose referred to in this section and shall not be deemed to be a general submission to the jurisdiction of said courts or in the State of California other than for such purpose. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit or proceeding brought in such a court and any claim that any such action, suit or proceeding brought in such a court has been brought in an inconvenient forum. In the event of the bringing of any action, arbitration or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants, agreements or provisions on the part of the other party arising out of this Agreement, then in that event the prevailing party will be entitled to have the recovery of and from the other party all costs and expenses of the action, arbitration or suit, reasonable attorneys’ fees and any other professional fees resulting therefrom.
ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
Keyt & Keyt, LLP (the “Firm”), is a limited liability partnership under the laws of Arizona. The personal liability of our partners is limited to the extent provided by Arizona law. Under the laws of Arizona, an obligation of the Firm incurred while the Firm is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely an obligation of the Firm, and partners of the Firm are not personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for such obligation solely by reason of being or so acting as a partner.
(a) By K&K
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, K&K RESERVES THE RIGHT TO, IN K&K’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY USE OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.
(b) Automatic Termination Upon Breach By You
This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by K&K. For the avoidance of doubt, notwithstanding the automatic termination of this Agreement, You are still responsible for all fees You incur pursuant to Section 6 and/or Section 14.
(c) By You
You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to K&K notice of Your intention to do so, in the manner required by this Agreement.
(d) Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, K&K may, but has no obligation to, in K&K’s sole discretion, rescind any services, including without limitation registered agent services, and/or delete from K&K’s systems all Your Personal Information and any other files or information that You made available to K&K or that otherwise relate to Your use of the Website or Services. Subsequent to termination, K&K reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP mapping and direct contact with Your Internet Service Provider.
(e) Legal Action
If K&K, in K&K’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, K&K will be entitled to recover from You as part of such legal action, and You agree to pay, K&K’s reasonable costs and attorneys’ fees incurred as a result of such legal action. K&K will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.
Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1-3, 5-7, 9-10, and 12-25 will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation to pay any fees owed K&K, including without limitation the fees outlined in Section 6 and/or Section 14.
All notices required or permitted to be given under this Agreement must be in writing. K&K shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to K&K. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH K&K IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY K&K OF AN EMAIL TO THAT ADDRESS. You shall give any notice to K&K by means of: (i) hand delivery; (ii) certified U.S. mail, return receipt requested, postage prepaid; or (iii) overnight courier, each as send to Keyt & Keyt, LLP, Attn: Richard Keyt,, 7373 E. Doubletree Ranch Road, Suite 165, Scottsdale, AZ 85258. All notices to K&K will be deemed received as follows: (i) if by hand-delivery, on the date of delivery; (ii) if delivery by U.S. mail, on the date of receipt appearing on a return receipt card; or (iii) if by overnight courier, on the date the receipt is confirmed by such courier service. You agree that any notice received from K&K electronically satisfies any legal requirement that such notice be in writing.
This Agreement constitutes the entire agreement between K&K and You concerning Your use of the Website and Services, and supersedes all prior agreements and representations. This Agreement may only be modified by a written amendment signed by an authorized executive of K&K, or by Your acceptance of an updated version of this Agreement. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remainder of this Agreement will not be affected thereby, and each remaining term and provision of this Agreement will be valid and be enforced to the fullest extent permitted by law. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of K&K. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and K&K are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except for the Indemnified Parties, the terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person. Notwithstanding the foregoing, You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to K&K and K&K’s licensors and suppliers, and would therefore entitle K&K or K&K’s licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement. The parties agree time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof. You will, whenever and as often as it shall be requested to do so by K&K, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any and all such approvals, consents and any and all other documents and do any and all other acts as may be necessary to carry out the intent and purpose of this Agreement.
Last Updated June 24, 2016