Terms of Service
Last Updated: 11/23/2020
Welcome to Collective! Your use of Collective services, including the services Collective makes available through this website and all related web sites, mobile sites, data files, visualizations and applications which link to these terms of service (the “Site”) and to all software or services offered by Collective in connection with any of those, including the Formation Service, Registered Agent Service, EIN Service, Bank Account Service, Business License Service, Corporate Documents Service, and any other software or services offered by Collective in connection with any of those (the “Services”) is governed by these terms of service (the “Terms”), so please carefully read them before using the Services. For the purposes of these Terms, “we,” “our,” “us,” and “Collective” refer to Collective Hub, Inc., the provider and operator of the Services.
In order to use the Services, you must first agree to these Terms. If you are registering for or using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, “you” and “your” will also refer to that organization, wherever possible.
You agree your purchases and/or use of the Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Collective or any of its affiliates regarding future functionality or features.
IF YOU SUBSCRIBE TO ANY SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE SERVICES WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT COLLECTIVE’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF AUTO-RENEWAL IN ACCORDANCE WITH SECTION 7 BELOW.
YOU REPRESENT AND WARRANT THAT: (I) BY USING OR REGISTERING FOR THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT, (II) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THESE TERMS, AND (III) YOU ARE NOT BARRED FROM USING THE SERVICES AND HAVE ALL RIGHTS, LICENSES AND AUTHORITY TO USE THE SERVICES.
ARBITRATION NOTICE: PLEASE BE AWARE THAT SECTION 16 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
BY USING, REGISTERING FOR, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING THE SERVICES OR ANY MATERIALS INCLUDED IN OR WITH THE SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE, REGISTER FOR, DOWNLOAD, INSTALL, OR OTHERWISE ACCESS THE SERVICES.
CERTAIN FEATURES OF THE SERVICES OR SITE MAY BE SUBJECT TO ADDITIONAL GUIDELINES, TERMS, OR RULES, WHICH WILL BE POSTED ON THE SERVICE OR SITE IN CONNECTION WITH SUCH FEATURES. TO THE EXTENT SUCH TERMS, GUIDELINES, AND RULES CONFLICT WITH THESE TERMS, SUCH TERMS SHALL GOVERN SOLELY WITH RESPECT TO SUCH FEATURES. IN ALL OTHER SITUATIONS, THESE TERMS SHALL GOVERN.
2. Description of Services
(a) Formation Service:
As part of our Services, we provide you with online self-help tools and materials to facilitate the formation of a U.S. business entity, along with the filling, execution, filing and storage of your own legal documents and related information in connection therewith (“Formation Service”).
(i) Name Searches.
As part of the Formation Service, we can help you search for the availability of an LLC or corporate name (“Name Search”). You understand and agree that we cannot guarantee the availability of your desired LLC or corporate name, that our Name Search is limited to publicly available sources, and that you are ultimately responsible in all respects for determining the availability, non-infringement, and appropriateness of your desired LLC or corporate name. You understand and agree that acceptance of your desired LLC or corporate name by the relevant Secretary of State in connection with a filing does not necessarily mean that such LLC or corporate name does not infringe on an existing trademark or copyright. Consult with a trademark attorney to determine the availability and suitability of your desired LLC or corporate name for trademark purposes.
(ii) Selecting A Corporate Entity
. Currently, our Formation Service enables users to form a limited liability company (LLC).
Unless otherwise specified by you, all new LLCs formed via Collective shall be treated as “Disregarded Entities” and follow the default status provided under the applicable state of formation. You are solely responsible for obtaining any advisors and advice, including tax advice, and performing all research and diligence necessary or advisable with respect to the form of corporate entity and any related elections you choose.
It is generally advisable that you make an initial contribution to your LLC, however, you are solely responsible for determining the appropriate amount to contribute, and we encourage you to consult with your own financial advisor prior to making such decision. The Collective Formation Service is merely designed to assist you in filling out and filing those documents necessary to form an LLC, and you authorize Collective and its service providers to perform such services.
(iii) S-Corp Election
. Our Formation Services may enable users to elect S corporation tax treatment by helping facilitate the filling of necessary documents and forms. You acknowledge and agree that our Formation Services merely facilitate S corporation tax treatment elections, and do not include any analysis or advice whether any such S corporation tax treatment is available or advisable. You are solely responsible for any decision to elect S corporation treatment and for ensuring that you are eligible for S corporation treatment. You acknowledge and agree that Collective has no responsibility or liability for your S corporation election. Further, you are solely responsible for all tax obligations related to any S corporation election, and will indemnify, defend and hold harmless Collective, its officers, directors, employees and contractors from any against any damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) incurred by Collective, its officers, directors, employees and contractors in connection with your S corporation election, including your acts and omissions related thereto.
(iv) Not Responsible For Prior Formations and Elections.
Collective is not responsible or liable for any prior corporate entities, partnerships, joint ventures or sole proprietorships you have may previously formed, any elections previously made or taken, or any other act or omission made by you prior to, or independent of, your use of the Formation Services. If your company was formed as an LLC, elected S-Corp status, partnership, joint venture or sole proprietorship prior to using the Formation Services, you represent and warrant that such entity, as applicable, is in good standing with relevant government entities, have filed all documents, applications and forms necessary to legally form and maintain such corporate entity, and have at all times complied with all applicable laws. We may, as a courtesy, provide notifications and suggestions related to any entity you may have previously formed; provided, that
, such notifications and suggestions are provided solely as a courtesy and Collective has no obligation to do so. The Formation Services are currently limited to assistance with S-Corp election and LLC formation, and Collective does not offer any services, advice or information with respect to C-corporations.
(b) Document Materials:
As part of the Services, you may receive access to guides, information and documentation related to starting and running a business. Such materials include a standard set of legal forms prepared by our partners. All documents and other materials available through the Services, including any descriptions, information, legal forms and other help resources (collectively, the “Document Materials”) are for informational and educational purposes only; they are not legal or financial advice and are not guaranteed to be correct, complete or up-to-date. We do not review the Document Materials or any information you input for accuracy or legal sufficiency, draw legal conclusions, provide legal or financial advice or apply the law to the facts of your particular situation. You understand that our providing of the Services to you is neither legal or financial advice nor the practice of law or financial services, and that the Document Materials are not customized to your particular needs.
(c) Bookkeeping Services:
Collective offers various Bookkeeping Services.
(i) Training; Setup; Advice (TSA) Services
. As part of our Services, we may make available to you one or more bookkeepers that provide our Training, Setup and Advice Services as described herein (“TSA Services”), which are designed to assist users in learning about bookkeeping best practices, financial record and book preparation, account reconciliation and related matters. Our TSA Services are educational and informational in nature, and include year round question and answer advice to assist our users with the preparation of their books.
(1) Engagement Letters.
Use of the TSA Services may require you to agree to additional terms and conditions, such as an annual engagement letter (“Engagement Letter”), which will be made available to you in connection with the services. The TSA Services Engagement Letter can be found here
. Your Engagement Letter will automatically renew for successive one (1) year periods, unless you cancel your membership with Collective and/or provide Collective with written notice of your cancellation of the TSA Services at least thirty (30) days prior to the renewal of your membership.
(2) Services NOT Included
. The TSA Services DO NOT include any items not specifically listed in the relevant Engagement Letter, including without limitation, actual bookkeeping services, and USERS ARE SOLELY RESPONSIBLE FOR PERFORMING THEIR OWN BOOKKEEPING, including without limitation, uploading their receipts to QBO, categorizing them, reconciling their books, etc.
(ii) Bookkeeping Services
. Collective may offer bookkeeping services for additional fees. These bookkeeping services may include categorization of transactions, reconciling bank accounts, closing books etc. HOWEVER, the exact nature and scope of such bookkeeping services will be detailed in your annual Engagement Letter with Collective (the “Bookkeeping Services”). The Bookkeeping Services Engagement Letter can be found here
. For the avoidance of doubt, the exact scope and nature of any Bookkeeping Services will be set forth in your Engagement Letter and Collective makes no commitment, and has no obligation, to provide any Bookkeeping Services to you, except as set forth in an Engagement Letter. IN NO EVENT WILL THE BOOKKEEPING SERVICES INCLUDE SENDING OR PAYING YOUR BUSINESS’ INVOICES, CALCULATING TAXES, PROCESSING PAYROLL PAYMENTS OR FULFILLING ORDERS. You agree that if you engage Collective to provide Bookkeeping Services, that you will indemnify, defend and hold harmless Collective from any and all damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) incurred by Collective, its officers, directors, employees, contractors and bookkeepers, in connection with any action, claim or suit arising from your use of the Bookkeeping Services, except to the extent caused by the gross negligence or willful misconduct of Collective and its bookkeepers. Your Engagement Letter will be automatically renewed each year, unless you cancel your membership and/or notify Collective in writing of your intent to cancel the Bookkeeping Services at least thirty (30) days prior to the renewal of your membership.
(iii) Bookkeeping Services Disclaimer
. All advice and information made available by Collective in connection with the TSA Services and Bookkeeping Services is based on the information you provide to Collective, and the Bookkeeping Services cannot be relied upon to discover errors, fraud, defalcations or other irregularities, should any exist. We will not audit or otherwise verify the information you submit, although we may ask you for clarification of some of the information. Collective is not responsible for any information or advice given based on any inaccurate, untrue, incomplete or out-of-date information provided by you. You are solely responsible for your acts and omissions related to the TSA Services and Bookkeeping Services. Should you not provide timely and accurate information, including, but not limited to, keeping your bookkeeping in order, then we may disengage services.
(iv) No Guaranteed Results or Responses
. Collective does not make any representation or warranty that the TSA Services or Bookkeeping Services will be appropriate for your needs or suitable for your business. Collective does not guarantee and expressly disclaims any particular results. SINCE THE TSA SERVICES AND BOOKKEEPING SERVICES ARE BASED ON THE INFORMATION YOU PROVIDE, Collective does not warrant that the TSA Services OR BOOKKEEPING SERVICES will be timely, accurate, current or complete. Collective may make available third party communication tools, such as Slack, to enable you to communicate with our bookkeepers, but Collective makes no representation or warranty that such tools are secure or that our bookkeepers will be able to respond to you in a timely manner.
(d) Tax Services:
As part of our Services, Collective will assign you one of our tax professionals who may be able to assist you with your business’ tax preparation and filings, and to provide year round tax advice. HOWEVER, the exact nature and scope of such tax services will be detailed in your annual Engagement Letter with Collective (the “Tax Services”). The Tax Services Engagement Letter is available here
. For the avoidance of doubt, the exact scope and nature of any Tax Services will be set forth in your Engagement Letter, and Collective makes no commitment, and has no obligation, to provide any Tax Services to you, except as set forth in an Engagement Letter.
. When you subscribe to our Services, we will connect you with one of our tax professionals to provide you the opportunity to determine whether our Services and tax professional(s) are right for you and your business, as well as an opportunity for our tax professional(s) to become acquainted with you and your business. You have full control over whether to proceed with any Services, and we encourage you to seek the advice of additional financial advisors and tax professionals before engaging Collective's Services. In addition, Collective retains sole discretion as to whether it is willing to provide Tax Services to any particular user, and may refuse to enter into an Engagement Letter with any user for any reason.
. If you decide to engage one or more of our tax professionals to provide Tax Services, you will need to execute an Engagement Letter, which will detail the exact nature and scope of the Tax Services to be provided. Your Engagement Letter will be automatically renewed each year, unless you cancel your membership and/or notify Collective in writing of your intent to cancel the Tax Services at least thirty (30) days prior to the renewal of your membership. In addition, your participation in certain Tax Services, or engagement of certain tax professionals, may be subject to additional terms and conditions, and such terms and conditions will be made available to you in connection with the Tax Services. You agree that if you engage Collective to provide Tax Services, that you will indemnify, defend and hold harmless Collective from any and all damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) incurred by Collective, its officers, directors, employees, contractors and tax professionals, in connection with any action, claim or suit arising from your use of the Tax Services, except to the extent caused by the gross negligence or willful misconduct of Collective and its tax professionals.
(iii) Tax Returns
. If your Engagement Letter includes the preparation of tax returns, we will prepare your income tax returns based on the information you provide our tax professionals. We will not audit or otherwise verify the information you submit, although we may ask you for clarification of some of the information. You agree to provide us with all the necessary information required for preparing the returns.
(1) Tax Returns Disclaimer
. Our work in the preparation of tax returns cannot be relied upon to discover errors, fraud, defalcations or other irregularities, should any exist. We assume you are properly and timely discharging any and all other tax reporting obligations for which you are responsible. Unless otherwise set forth in our Engagement Letter, our tax preparation Services are limited to the preparation of state and federal income tax returns, and does not include consultation on any other taxation issues, including local or sales taxation. In the event you terminate the Services prior to the completion and/or filing of your tax returns, Collective shall not have any responsibility, or liability with respect, to completing or filing your tax returns.
(2) Tax Year
. Our tax preparation Services pertain only to the tax year and the tax returns specific in the Engagement Letter, and our responsibilities do not include preparation of any other tax returns that may be due to any taxing authority.
(3) Your Recordkeeping Responsibilities
. You acknowledge and agree that you understand state and federal recordkeeping requirements, including those of the Internal Revenue Service (IRS) and you agree to comply with those requirements and that as between you and Collective, Collective has no responsibility in this regard.
If agreed upon in an Engagement Letter, Collective may assist in the preparation of a joint tax return with you and your spouse. Collective only offers these services in connection with joint tax returns that do not include your spouse’s business or business income. If your spouse has their own business or business income, additional services may be requested by you for an additional charge
(iv) Tax Services Disclaimer
. All advice and information made available by Collective in connection with the Tax Services is based on the information you provide to Collective. Collective is not responsible for any information or advice given based on any inaccurate, untrue, incomplete or out-of-date information provided by you. You are solely responsible for your acts and omissions related to the Tax Services.
(v) No Guaranteed Results or Responses
. Collective does not make any representation or warranty that the Tax Services will be appropriate for your needs or suitable for your Collective. Collective does not guarantee and expressly disclaims any particular results. SINCE COLLECTIVE'S PERFORMANCE OF THE TAX SERVICES IS BASED ON THE INFORMATION YOU PROVIDE, Collective does not warrant that the TAX Services will be timely, accurate, current or complete. Collective may make available third party communication tools, such as Slack, to enable you to communicate with our tax professionals, but Collective makes no representation or warranty that such tools are secure or that our tax professionals will be able to respond to you in a timely manner.
(e) Additional Services:
In addition to our Formation Service, we also provide you with online self-help tools and materials to facilitate the (i) designation of a registered agent for your business (“Registered Agent Service”), (ii) application for a Federal Tax Identification Number / Employer Identification Number (“EIN Service”), (iii) selecting, establishment and funding of a bank account (“Bank Account Service”), (iv) preparation, execution, filing and storage of applications for certain licenses for your business (“Business License Service”), and (v) the filling, execution, filing and storage of certain corporate documents (e.g. operating agreements, meeting minutes, statement of information, etc.) in connection with the operation of your business (“Corporate Documents Service”), and (vi) the filing of annual LLC tax to your state (“State Tax Service).
(i) Bank Account Service.
You are solely responsible for selecting any bank you desire to use in connection with our Bank Account Services, and your use and participation in such Banking Services may be subject to additional terms and conditions depending on the bank you choose.
(ii) Annual Compliance Forms
. Collective's Services may include facilitating the preparation and filing of annual compliance forms, such as statement of information forms, that may be required by local jurisdictions in order to remain in good standing with such jurisdiction. In the event you use such Services, you agree that you are solely responsible for, and will reimburse Collective for, all costs incurred by Collective in filing such forms. You are solely responsible for filing such forms in a timely manner as may be required by relevant jurisdictions.
(iii) State Tax Service
. Our State Tax Service may assist you in filing your annual state fees and/or taxes. We may also provide, as a courtesy, periodic notifications reminding you to pay such fees and/or taxes; provided, that,
such notifications are made solely as a courtesy, and Collective undertakes no obligation to provide any such notifications or at any particular frequency. You are solely responsible for payment of all third party fees and taxes related to your use of the State Tax Service. You agree to provide Collective will all information necessary to complete any State Tax Service transaction.
(iv) Subsequent establishments
. Our set fees include services for the establishment and registration of an initial single-member LLC entity during the onboarding process in one State only. Any additional and/or subsequent entity formations, registrations, re-domestications, employer registrations, etc. may incur additional fees that will be passed on to you.
(f) Service Providers:
You acknowledge and agree that any or all of the Services listed in this Agreement may be provided to you by third party service providers (“Service Providers”). In such instances, you agree that you will be required to accept and comply with the terms of service of such Service Provider. For more information regarding our Service Providers, please see here
. You explicitly authorize Collective and/or its Service Providers to fill, sign, and file forms and applications (“Forms”) on your behalf, to the extent necessary to provide you with the Services. You are not required or obliged to work with any of our Service Providers, and none of our Service Providers are required or obliged to work with any particular user. In the event you elect to work with one of our Service Providers, you acknowledge and agree that you are solely responsible for determining whether such Service Provider is appropriate for your business and holds the qualifications, training and skills necessary for your business. We may, upon your written request, attempt to introduce you to additional Service Providers, however, we do not guarantee the availability or willingness of any Service Provider to assist you. You agree to take full responsibility for providing Collective and/or its Service Providers with all necessary information to complete such Forms, and to communicate and cooperate with Collective and its Service Providers in all regards and in a timely manner with regards to the completion and filing of the Forms, as well as any other processes required by Collective or its Service Providers to provide you with the Services.
(i) Business License Service
. Our Business License Service may offer information related to the process involved in obtaining a business license, and may also provide users with referrals to Service Providers who may be able to assist users in obtaining a business license. Collective has no responsibility with respect to your business license(s), including the payment of applicable fees or maintenance or cancellations thereof.
(ii) No Responsibility for Advice and Information Provided.
Collective is merely a facilitator of introductions between you and any Service Providers. Collective is not responsible for any advice or information provided by any Service Provider. Collective does not control any Service Providers is not responsible for the timeliness or responsiveness of any Service Provider.
(g) Not a Legal Service:
You acknowledge, understand, and agree that: (i) Collective is not a law firm and as such provides no legal advice of any kind whatsoever, (ii) you alone are responsible for all corporate, tax, securities and other legal and financial reporting, payment and compliance aspects of your personal and business activities, (iii) all information, forms, tools, and materials provided through the Services are provided to you for informational and educational purposes only and do not constitute legal advice, and (iv) none of the Services is intended to create an attorney-client relationship, and if you communicate with Collective then your communication will not be subject to any attorney-client privilege. If you require legal advice at any time, you should consult with a licensed attorney. If you require financial advice, you should consult with a financial advisor. You are and will be representing yourself in any matter you undertake using the Services.
(h) Registered Agents:
By designating Collective and/or its Service Provider to act as your Registered Agent (the “Registered Agent Service”), you authorize Collective and/or its Service Provider to receive service of process, including any notices of legal proceedings, other legal notices, or official government communication, and any items covered by the respective statute, rule, or regulation on your behalf. You further authorize your Registered Agent to scan, upload and transmit any such communications received on your behalf to your email address and into your account. When appropriate, Collective and/or its Service Provider may also forward physical mail received on your behalf to the business address we have on record. It is your responsibility to keep your business address and contact information up to date. Any communications received by your Registered Agent will be directed towards the business address and business owner we have on file. To ensure uninterrupted service, Registered Agent Service will automatically renew for successive 1 year terms at the end of each subscription period. Collective will exercise commercially reasonable efforts to provide you with at least 60 days written notice of the automatic renewal of the Registered Agent Service (the “Notice Period”). If you do not opt out of this auto-renewal program within 30 days of the start of the Notice Period, Collective may charge the payment method (e.g., credit card, debit card, or PayPal) you provided with the original order and renew you for the service term you selected. If Collective is unable to charge your payment method or contact you during the entirety of your Notice Period, then Collective may immediately cancel your Registered Agent Service and withdraw as your Registered Agent. Collective 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 by contacting
Collective during our normal business hours. In addition to cancelling the Registered Agent Service, to comply with your state’s regulations, you will also need to submit appropriate change of agent paperwork with the applicable state agencies. By canceling the Registered Agent Service, you acknowledge and understand that the registered agent service provider will take necessary steps to resign as your registered agent. Upon resignation, Collective and any of its affiliates, directors, agents, employees, or other Collective Service Providers will cease to act as your Registered Agent and stop all Registered Agent related services. Any fees associated with completing such a change of agent are your sole responsibility. Specific information regarding the change of registered agent process and any related government fee information can be found on your state’s website. Collective does not offer full or prorated refunds for cancelled Registered Agents services. Such services are purchased and renewed on an annual basis and must be cancelled prior to the renewal date to avoid recurring annual charges. In the event that your business entity is dissolved, either voluntarily or involuntarily, it is your responsibility to notify Collective of this dissolution so that we may cancel the Registered Agent Services that are no longer needed. Until we are notified otherwise, your Registered Agent subscription will continue to renew and bill as described in this section. In the event that Collective does not receive full payment, Collective reserves the right to terminate your Registered Agent Service. You agree to bear any risk and under no circumstances will Collective be liable or responsible for any damage or inconvenience caused or alleged to be caused by such termination.
) Third Party Tools
. We may make available certain third party tools from time to time to assist you with running various aspects of your business. We may update, replace and/or discontinue some, or all, of these tools at any time, without notice. The use of third party tools may be subject to additional terms and conditions, which will be made available to you, and you are solely responsible for reading and understanding such terms and conditions prior to any use of applicable tools. You are solely responsible for your acts and omissions with regards to such third party tools, and agree to indemnify, defend and hold harmless Collective, its officers, directors, employees and contractors from and against any and all damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) incurred by Collective, its officers, directors, employees, and contractors, in connection with any action, claim or suit arising from your use of any third party tools. Collective makes no representations or warranties with respect to any third party tools, including warranties of accuracy, timeliness or completeness.
) Calculators and Interactive Tools
. We may offer certain calculators and other interactive tools as a convenience. These calculators and tools are for informational purposes only. Collective makes no representations or warranties that such calculators or tools are comprehensive, timely or accurate.(k) Your Responsibilities:
You are solely and exclusively responsible for (i) managing your business, (ii) keeping your address, contact, and other business information updated with your bank, Service Providers, and government authorities, (iii) communicating with your bank, Service Providers, and government authorities, (iv) observing filing deadlines and filing requirements, (v) paying any applicable fees and taxes, (vi) verifying the availability and appropriateness of the desired business name, (vii) dissolving your business, if desired, (viii) entering information accurately, and (ix) complying with the law. Failure to do any of the foregoing may result in delays in the Services or termination of your account
The Services may enable you to send and receive valid e-signatures in the United States under the 2000 U.S. Electronic Signature in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted by individual states. Collective does not authenticate users’ signatures or identities. By using the Services, you hereby consent to using electronic signatures on Collective. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature or any resulting contract signed using Collective's electronic signature service and technology.
3. Your Account
In the course of registering for and using the Services, you may be required to provide Collective with certain information, including your name, contact information, social security number (for the EIN Service or Business License Service), bank account information (for the FTB Service), business information, username and password (“Credentials”). Collective handles such information with the utmost attention, care and security. Nonetheless, you, not Collective, shall be responsible for maintaining and protecting your Credentials in connection with the Services. If your contact information or other information relating to your account changes, you must notify Collective promptly and keep such information current. You are solely responsible for any activity using your Credentials, whether or not you authorized that activity. You should immediately notify Collective of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify Collective immediately.
For the sake of clarity, we will ask for your social security number solely in connection with the provision of the EIN Service and Business License Service. Once we have helped you obtain an EIN or license for your business, your SSN information is promptly deleted from our system.
A variety of information, messages, text, graphics, software, photographs, videos, data, and other materials (“Content”) may be made available through the Services by Collective or its suppliers (“Collective-Supplied Content”). While Collective strives to keep the Content that it provides through the Services accurate, complete, and up-to-date, Collective cannot guarantee, and is not responsible for the accuracy, completeness, or timeliness of any Collective-Supplied Content. ANY OPINIONS, ADVICE, STATEMENTS, SERVICES, OFFERS, OR OTHER INFORMATION THAT CONSTITUTE PART OF THE CONTENT EXPRESSED OR MADE AVAILABLE BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION, SERVICE PROVIDERS, ARE THOSE OF THE AUTHORS OR DISTRIBUTORS AND NOT OF COLLECTIVE OR ITS AFFILIATES OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS. COLLECTIVE NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, SUBMISSION, POSTING, OR STATEMENT MADE THROUGH THE SERVICES. UNDER NO CIRCUMSTANCES WILL COLLECTIVE, OR ITS AFFILIATES, BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON ANY CONTENT OR OTHER INFORMATION OBTAINED THROUGH THE SERVICES.
You acknowledge that you may also be able to create, transmit, publish or display information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) through use of the Services. All such information is referred to below as “User Content.”
You agree that you are solely responsible for and that Collective has no responsibility to you or to any third party for any User Content, and for the consequences of your actions (including any loss or damage which Collective may suffer) in connection with such User Content. If you are registering for these Services on behalf of an organization, you also agree that you are responsible for the actions of anyone else you permit to use your account and for any User Content that such individuals might upload, record, publish, post, link to, or otherwise transmit or distribute through use of the Services. Furthermore, you acknowledge that Collective does not control or actively monitor Content uploaded by users and, as such, does not guarantee the accuracy, integrity or quality of such Content. You acknowledge that by using the Services, you may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Collective be liable in any way for any such Content.
Collective may refuse to store, provide, or otherwise maintain your User Content for any or no reason. Collective may remove your User Content from the Services at any time if you violate these Terms or if the Services are canceled or suspended. If User Content is stored using the Services with an expiration date, Collective may also delete the User Content as of that date. User Content that is deleted may be irretrievable. You agree that Collective has no responsibility or liability for the deletion or failure to store any User Content or other communications maintained or transmitted through use of the Services.
Collective reserves the right (but shall have no obligation) to monitor and remove User Content from the Services, in its discretion. You agree to immediately take down any Content that violates these Terms, including pursuant to a takedown request from Collective. In the event that you elect not to comply with a request from Collective to take down certain Content, Collective reserves the right to directly take down such Content.
5. Proprietary Rights
You acknowledge and agree that Collective (or Collectives licensors) own all legal right, title and interest in and to the Services, Document Materials, and Collective-Supplied Content and that the Services, Document Materials, and Collective-Supplied Content are protected by copyrights, trademarks, patents, or other proprietary rights and laws (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
Except as provided in Section 4, Collective acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you create, upload, submit, post, transmit, share or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Collective, you agree that you are responsible for protecting and enforcing those rights and that Collective has no obligation to do so on your behalf.
6. License from Collective and Restrictions on Use
Collective gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Services solely for your internal business use, in the manner permitted by these Terms.
You may not (and you may not permit anyone else to): (i) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Collective, in writing (e.g., through an open source software license); or (ii) attempt to disable or circumvent any security mechanisms used by the Services or any applications running on the Services.
You may not publicly share, redistribute, or sell Document Materials without Collective’s express written consent.
You may not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
You may not access the Services in a manner intended to avoid incurring fees or exceeding usage limits or quotas.
You may not access the Services for the purpose of bringing an intellectual property infringement claim against Collective or for the purpose of creating a product or service competitive with the Services. You may not use any robot, spider, site search/retrieval application or other manual or automatic program or device to retrieve, index, “scrape,” “data mine” or in any way gather Content from the Services.
You agree that you will not upload, record, publish, post, link to, transmit or distribute User Content, or otherwise utilize the Services in a manner that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Collective, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) utilizes or contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).
You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. You affirm that you are over the age of 18, as the Services are not intended for use by individuals under 18.
7. Pricing Terms
(a) Generally. We provide the Services to you at the rates and for the fees (“Fees”) described in our Pricing Terms, which will be communicated to you in the course of your registration for and/or use of the Services, and are incorporated into this Agreement. These may include one-time Fees for formation and related filing services and costs; and may include ongoing fees for maintaining your business status or for providing the Services. Generally, we charge our Fees up front prior to the performance of any Services, and charge for any expenses in arrears. Unless otherwise stated, all Fees are non-refundable, including if you terminate your subscription prior to the end of your subscription term. In the event you fail to make any payment, Collective will provide you with seven (7) days to cure such failure, otherwise Collective may terminate these Terms with or without notice. Collective may charge the payment method (e.g., credit card, debit card, or PayPal) you provided to Collective (or to its Service Provider) in connection with such ongoing fees. If Collective collects fees for services provided by Service Providers, Collective's sole role is to collect and remit fees to these Service Providers. Collective may also facilitate direct payments to Service Providers, cities, states and other governmental agencies. If Collective facilitates direct payment to Service Providers, cities, states or other governmental agencies, Collective takes no role or responsibility in the collection or remittance of fees. Collective does not take on any obligation with respect to the delivery of the relevant services provided by Service Providers. To the extent the Fees you provide Collective include amounts associated with the filing fees for Forms, you authorize Collective to pay such filing fees on your behalf. For the sake of clarity, Collective does not remit income or payroll taxes, or hold money on behalf of the client.
(b) Subscription Fees; Automatic Renewal. You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you select your subscription package (each, a “Service Commencement Date”). Except as set forth in these Terms, all fees for the Services are non-refundable. Your subscription will continue indefinitely until terminated in accordance with these Terms. After your initial subscription period, and against after any subsequent subscription period, your subscription will automatically commence on the first day following such period (each, a “Renewal Commencement Date”) and continue for an additional equivalent period, at Collective’s then-current price for such subscription. You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days’ prior to the Renewal Commencement Date. If you cancel your subscription in accordance with this Section, your subscription will terminate at the end of the month for which Service Subscription Fees have been paid.
(c) Discounts and Other Promotions. Any discount or other promotion must be used within the specified time of the trial. At the end of the trial period, your discount or other promotion will expire and no further discounts or promotional benefits will be provided.
(d) Taxes. The payments required under this Section do not include any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
(e) Referral Programs. Collective may, from time to time, offer certain referral incentive programs. Any such programs will be subject to the additional terms that accompany such program. Unless otherwise stated in the applicable referral program terms, all amounts owed by Collective to users will be provided in the form of a credit that may only be applied to the Services, and will not be transferrable.
8. Privacy Policies
Notwithstanding anything to the contrary, you agree to permit Collective to identify your business as a customer and to use your name and/or logo in Collective’s website and marketing materials.
9. Modification and Termination of Services
You may terminate these Terms at any time by canceling your account on the Services. You will not receive any refunds if you cancel your account.
You agree that Collective, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Services may be without prior notice, and you agree that Collective will not be liable to you or any third party for such termination.
You are solely responsible for exporting your User Content from the Services prior to termination of your account for any reason, provided that if we terminate your account, we will endeavor to provide you a reasonable opportunity to retrieve your User Content.
Upon any termination of the Services or your account these Terms will also terminate, but all provisions of these Terms which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Following cancellation of your account, you will have a reasonable period of time to download all data and information you have saved with our Services, and to transition/close any accounts with any Service Providers and/or tools you may have created via the Services. You are solely responsible for any and all matters related to your business following termination of your Account, including the preparation and filing of your personal and business tax returns, unless Collective otherwise agrees in writing. Collective will not have any further liability or any obligations with respect to your business or any Service Providers you may have engaged via the Services, including without limitation, corporate compliance issues, business license renewals and/or closures, EIN closures, bank accounts, tax returns and bookkeeping.
10. Changes to the Terms
These Terms may be amended or updated from time to time without notice and may have changed since your last visit to the website or use of the Services. It is your responsibility to review these Terms for any changes. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using the Services. Please visit this page regularly to review these Terms for any changes.
11. Disclaimer of Warranty
(a) Generally. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
COLLECTIVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COLLECTIVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.
(b) Service Providers. COLLECTIVE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE ACTS OR OMISSIONS OF ANY SERVICE PROVIDER, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, OPINIONS OR ADVICE PROVIDED THEREBY.
(c) Your Actions. COLLECTIVE SHALL HAVE NO RESPONSIBILITY FOR YOUR ACTS OR OMISSIONS IN CONNECTION WITH THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES ARE APPROPRIATE FOR YOU, AND FOR ANY RELIANCE THEREON. YOU ARE ALSO RESPONSIBLE FOR ANY ACTS OR OMISSIONS TAKEN WITH RESPECT TO ANY INFORMATION OR ADVICE PROVIDED BY OR ON BEHALF OF COLLECTIVE.
(d) Limited Exclusions. NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT COLLECTIVE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
12. Limitation of Liability
SUBJECT TO SECTION 11 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT COLLECTIVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
THE LIMITATIONS ON COLLECTIVE'S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT COLLECTIVE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL COLLECTIVE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PAST TWELVE MONTHS, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.
You agree to hold harmless and indemnify Collective, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or Service Providers (collectively “Collective and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, or (d) your User Content or use thereof, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.
14. Third-Party Content & Services
The Services may include references or hyperlinks to other web sites or content or resources or email content. Collective has no control over any websites or resources which are provided by companies or persons other than Collective.
You acknowledge and agree that Collective is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources.
You acknowledge and agree that Collective is not liable for any loss or damage which may be incurred by you or other users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.
The Services may also incorporate certain third party software and services (“Third Party Services”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Services. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Services.
For additional details regarding our Service Providers and the specific Third Party Services we use, see https://www.collective.com/service-providers.
You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products. By submitting any feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Collective under any fiduciary or other obligation, and that we are free to use such feedback without any additional compensation to you, and/or to disclose such feedback on a non-confidential basis or otherwise to anyone.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Collective and limits the manner in which you can seek relief from us.
(a) Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Site or Services, or to any aspect of your relationship with Collective, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Collective may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of these Terms or any prior version of these Terms.
(b) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to 660 4th St. #136, San Francisco, CA. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Collective. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
(d) Waiver of Jury Trial. YOU AND COLLECTIVE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Collective are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(e) Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of Santa Clara County, California. All other claims shall be arbitrated.
(f) Severability. Except as provided in subsection 16(e), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
(g) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Collective.
18. Contact Us
If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Services, please contact us at www.collective.com/contact.
When submitting a complaint, please provide a brief description of nature of your complaint and the specific services to which your complaint relates.