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Terms of Use - Annual Reports Addendum

Last Updated: December 4, 2024

Annual Report Addendum 

A. Introduction

  1. These annual report terms of service (these “AR Terms“) outline the rights and obligations between FileForms, Inc. (“FileForms,” “we,” “our,” “us“) and you as our customer (“you,” “your“) concerning our commercial annual report services (the “Annual Report Services”). The Annual Report Services are provided through FileForms’ proprietary platform operated by or on behalf of FileForms or one of its affiliates (the “Platform“). Your use of the Platform is subject to the Platform’s terms of use available at www.fileforms.com/terms-of-use/ (the “General Terms”), and by using the Platform, you acknowledge and agree to the General Terms. In case of any conflict between the General Terms and these AR Terms, the AR Terms will prevail solely with respect to the Annual Report Services. For clarification, the Annual Report Services are considered part of the broader services defined in the General Terms.
  2. For the purposes of these AR Terms, “you” refers to the individual or entity utilizing the Annual Report Services. If you are accepting these AR Terms on behalf of an entity, you represent and warrant that you are authorized to bind that entity to these terms.
  3. The Annual Report Services may be purchased as a standalone offering or bundled with other FileForms products, services, or packages, at our discretion. Other products and services may have separate terms and conditions, which will be available on the Platform and govern their use.
  4. For inquiries or additional details, please contact our support team at info@fileforms.com.

B. Description and Scope of Annual Report Services

  1. If you are a customer on the Platform, you can designate us as your official Annual Report Services provider in your state of formation or incorporation (the “Annual Report”) as part of the related compliance services. Existing customers may opt into the Annual Report Services by completing any required forms to authorize us as their Annual Report Services provider in applicable states. Customers with pre-existing entities formed outside of the Platform may also subscribe to the Annual Report Services by completing the necessary forms. All state filing fees related to filing an Annual Report will be your responsibility.
  2. To provide you with the Annual Report Service , we may collect (or our business partners may collect) relevant information to prepare the reports on your behalf. We may contact you, at our discretion, to review, update, and approve certain information, and to timely pay any applicable state or federal fees as instructed by us. You must promptly provide accurate and up-to-date information to us, obtain all third-party consents where needed, and inform us regarding any changes or updates without undue delay. You acknowledge, agree, and consent to our signing paperwork, electronically or in writing, in your name and on your behalf, or in our name (including our personnel), at our sole discretion, as the ‘submitter’ of the report or under a similar title, as applicable.
  3. In certain cases, we may require additional information from you in order to provide the Annual Report Service, such as an EIN number, your business’s NAICS code, main business activities, and other relevant information necessary for completing compliance obligations. You hereby agree that in such cases, your prompt response is required in order to complete required filing to the state. Failure by you to provide the required information on time may result in failure to provide the Annual Report Services, and be subject to penalties and late fees which shall be your sole responsibility.
  4. We may use affiliates or third-party providers (collectively, “Providers“) to fulfill the Annual Report Services, and you consent to their involvement.
  5. In certain cases, we may use publicly available information about you that we already have on record in order to provide the Annual Report Service. You hereby agree in such cases, we have the right to use such publicly available information which may be revised by you upon your review.

C. User Responsibilities, Certification, and Authorization

  1. You confirm that all information provided by you to FileForms for the purpose of the Annual Report Service is accurate, complete, and up-to-date. You authorize FileForms to use this information to prepare and file your reports or other relevant compliance documents as required by federal, state, county, or local regulations, within the scope of the Annual Report Services. It is your sole responsibility to promptly notify us of any changes to your business information. Failure to do so may result in non-compliance with filing requirements and may subject you to penalties, fees, or other administrative issues.
  2. By using our Annual Report Service, you certify that FileForms is authorized to request access to your accounts on your behalf or on behalf of your legal entity. In certain states, a declaration may be required to access the relevant account, stating: “I hereby certify the account from which I am requesting access is my account, an authorized account for an employee of this entity, or the account of an authorized third-party preparer for the entity”. You hereby authorize us to make such declarations on your behalf, to sign where necessary, and to act as your authorized third-party representative to complete the Annual Report Service.

D. Fees, Additional Costs, and State Charges 

  1. You agree that FileForms may charge you for any state fees, filing fees, or other fees required for providing the Annual Report Service. These may include, but are not limited to, penalties, late fees, and additional costs incurred due to delays or inaccuracies in the information you provide. You acknowledge that fees may be subject to change by the state or relevant authorities due to changes in tax laws, legal obligations, or other regulatory requirements. Unless otherwise noted, the fees may include various mandatory or applicable federal and state administrative charges, and other transactional costs incurred on your behalf. All payments and fees under these Annual Report Terms are non-refundable, to the maximum extent permitted by law.
  2. In the event of late filing due to delays in the information provided by you or other circumstances beyond our control, you may incur additional fees and penalties imposed by the relevant authorities. You agree to cover these extra fees and penalties. Moreover, governmental fees, including but not limited to state filing fees, taxes, and other charges, may change due to the tax and legal obligations applicable to your legal entity. You are responsible for any such changes in fees that may occur during the provision of our services. You hereby further agree that we will charge you for any late filing fees, penalties, reinstatement fees and such other fees (including processing fees), required for the provision of the Annual Report Service.

E. Termination or Cancellation

  1. We may terminate our role as your Annual Report Services provider by providing prior written notice if required by law. Reasons for termination may include non-payment, breach of these AR Terms or the General Terms, or other lawful causes. In the event of termination, you may be eligible for a refund of prepaid fees specifically related to the Annual Report Services.
  2. Termination may also occur through resignation or a change of your provider. If we resign, we may appoint a successor or notify the relevant Secretary of State. You will bear all costs associated with such changes.
  3. You may cancel the Annual Report Services by appointing a new provider or providing proof that your entity has been dissolved or is inactive with the state. Cancellation will not be finalized until these steps are completed, and you will remain responsible for any outstanding obligations.

F. Effect of Termination

  1. Upon termination, we will make available any Annual Report Services account content (“Customer Related Data“) within 30 days if requested. You may be charged reasonable fees for copying or shipping this data. After 30 days, we reserve the right to delete such data. 

G. Disclaimers

  1. While our Annual Report Service aim to assist you in meeting your compliance obligations, we do not guarantee that your legal entity will be compliant with all applicable regulations. Compliance requirements may change, and it is your responsibility to stay informed of and adhere to all such requirements. FileForms is not responsible for any penalties, fines, or damages resulting from non-compliance, whether due to reliance on the Annual Report Service provided or otherwise.
  2. You are responsible for ensuring that all information provided to FileForms is accurate, complete, and up-to-date. FileForms shall not be liable for any penalties, fees, or other costs incurred due to non-compliance resulting from inaccurate or incomplete information provided by you or delays in updating such information.

G. Amendments

  1. We may update these AR Terms periodically. Material changes will take effect 30 days after notice is provided via email or posted on the Platform, except in urgent cases like fraud prevention or legal compliance, which may take effect immediately. By continuing to use the Annual Report Services after updates, you agree to the revised terms. You may terminate the Annual Report Services if you do not agree to the changes. 

Contact Us
If you have any questions or comments, please contact us by emailing us at info@fileforms.com.