Compliance Terms.

RECITALS.

 

By visiting, browsing, using, accessing, onboarding, and/or participating in the Beplace Compliance Add-Ons; and/or by engaging in absolutely any activity whatsoever relating to the Beplace Compliance Add-Ons with any Beplace Resource or through any Beplace Site, Beplace App, Beplace Premise, Beplace Software, Beplace Hardware, and/or any other real or digital property, software, or hardware:

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• you have read, understand, and agree to be bound by the Beplace Compliance Terms and all Beplace Agreements incorporated herein by reference;

• you understand and agree that you will always be subject to the Beplace User Terms (as they are changed from time to time);

• you acknowledge and understand that the Beplace Compliance Terms supplement the Beplace Service Terms and constitute a legal contract between you and Beplace;

• you acknowledge and understand that the Beplace Compliance Terms govern respective rights and obligations;

• you acknowledge and understand that Capitalized Terms will have the meanings set forth in the Beplace Dictionary (as it is changed from time to time);

• you acknowledge and understand that the rules of interpretation will be as set forth in the Beplace Interpretation Rules (as they are changed from time to time);

• you acknowledge, understand, and agree that any disputes must be resolved as set forth in the Beplace Dispute Resolution Policy (as it is changed from time to time);

• you acknowledge and understand that the Beplace Dictionary, the Beplace Interpretation Rules, and the Beplace Dispute Resolution Policy form integral parts of the Beplace Compliance Terms and any and all Beplace Agreements;

• you acknowledge and understand that if you violate or do not agree to any of the foregoing terms and/or any Beplace Compliance Terms and/or any Beplace Agreements incorporated herein by reference, then your access to, use of, and/or participation in the Beplace Solution, and any and all Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, and Beplace Hardware are unauthorized and strictly prohibited, and that Beplace may revoke your access to, use of, and/or participation in any of the foregoing in its absolute, exclusive, and sole discretion;

• you absolutely, unconditionally, and irrevocably waive any objection to any of the foregoing from the beginning of time until the end of time; and

• you affirm that you are of legal age to enter into any and all of the foregoing terms.

 

NOW, THEREFORE, you understand and agree to these Beplace Compliance Terms:

 

​1. DEFINITIONS AND INTERPRETATION.

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1.1 Definitions.

Capitalized terms not otherwise defined will have the meanings set forth in the Beplace Dictionary.

 

1.2 Interpretation.

The rules of interpretation not otherwise stated will be as set forth in the Beplace Interpretation Rules.

 

2. POLICIES.

For the avoidance of doubt, the following Beplace Policies (as each may be changed from time to time) are expressly incorporated into these Beplace Compliance Terms by reference:

• Beplace Acceptable Use Policy.

• Beplace Cookie Policy.

• Beplace Copyright Policy.

• Beplace Dispute Resolution Policy.

• Beplace Equal Rights Policy.

• Beplace Privacy Policy.

• Beplace Refund Policy.

• Beplace User Eligibility Policy.

 

3. DISPUTE RESOLUTION.

You acknowledge, understand, and agree:

• that any disputes between you and Beplace must be resolved as set forth in the Beplace Dispute Resolution Policy (as it is changed from time to time); and

• that you waive the right to participate in any class action, trial, or trial by jury.

 

4. USERS.

 

4.1 User Eligibility.

You represent, warrant, and/or covenant to Beplace:

• that any and all other Business Owners of your Business (whether or not identified or disclosed to Beplace) satisfy all eligibility requirements as set forth in our Beplace User Eligibility Policy (as it is changed from time to time); and

• that any and all other Business Owners of your Business (whether or not identified or disclosed to Beplace) are not subject to any disqualifications as set forth in our Beplace User Eligibility Policy (as it is changed from time to time).

 

5. ADD-ONS.

Beplace Compliance Add-Ons are designed to help ensure you and your business conform to agreements, standards, and the law. You may participate in Beplace Compliance Add-Ons only and strictly if and when you are a Beplace User. Participation in Beplace Compliance Add-Ons will be subject to these Beplace Compliance Terms, and the Beplace Service Terms and the Beplace User Terms, both of which are incorporated herein by reference (except to the extent expressly modified by these Beplace Compliance Terms).

 

6. FEES AND CHARGES.

​Prices shown on the pricing page are for the following add-ons:

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6.1 Organizational Chart.

Prices shown on the pricing page are one-time flat Fees for the setup of an organization chart for each group of related Business entities and for each transaction, which include only those fees related to the Organizational Chart Add-On; and exclude and are in addition to all other fees and expedited fees.

 

6.2 Voided Check.

Prices shown on the pricing page are one-time flat Fees for the setup and generation of a voided check for each check and for each transaction, which include only those fees related to the Name Check Add-On; and exclude all other state and/or regulatory charges and fees.

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6.3 Entity Compliance.

Prices shown on the pricing page are one-time flat Fees for the addition, change and/or update of official formation documents for each Business entity and for each transaction and for each state of the United States, which include only those fees related to the Entity Compliance Add-On; and exclude and are in addition to all state filing fees and expedited fees.

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6.4 Insurance Compliance.

Prices shown on the pricing page are one-time flat Fees for the update of vendor insurance certificates for each transaction, which include only those fees related to the Insurance Compliance Add-On; and exclude all other federal, state, local and/or regulatory charges and fees.

 

6.5 Entity Compliance Calendar.

Prices shown on the pricing page are one-time flat Fees for the setup of a shared compliance calendar services for each Business entity and for each state where a registered agent exists for that Business, which include only those fees related to the Entity Compliance Calendar Add-On; and exclude all other federal, state, local and/or regulatory charges and fees.

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6.6 Loan Compliance Calendar.

Prices shown on the pricing page are one-time flat Fees for the setup of a shared compliance calendar for each Business entity and for each transaction and for each lender, which include only those fees related to the Loan Compliance Calendar Add-On; and exclude all other federal, state, local and/or regulatory charges and fees.

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6.7 Compliance Bundle.

Prices shown on the pricing page are one-time flat Fees for the bundle of the Organizational Chart Add-On, Voided Check Add-On, Entity Compliance Add-On, Insurance Compliance Add-On, Entity Compliance Calendar Add-On, and Loan Compliance Calendar Add-On; and as described and provided for in 6.1, 6.2, 6.3, 6.4, 6.5 and 6.6.

 

7. INFORMATION AND CONTENT.

When you participate in a Beplace Add-on and make a payment, you'll be prompted to complete an onboarding for each Business. You may be prompted to complete one (or more than one) onboarding. We are required to comply with laws and regulations that help prevent the facilitation and funding of money laundering, terrorism, and other criminal activities. Such laws and regulations require us to collect information that identifies persons with whom we do business and to whom we provide our products and services.

 

Your privacy is important to us. We protect User Information and User Content from public disclosure by limiting the User Information and User Content we request and collect from you during onboarding to the minimum required:

• to comply with the Law (and such other laws and regulations); and

• to provide you with Beplace Compliance Add-Ons.

 

You understand that you may contact Beplace Support if you have any questions about any request for User Information or User Content.

 

You represent, warrant, and/or covenant to Beplace that you will provide accurate, complete, current, and true User Information and User Content about you and your Business; and any and all Business Owners of your Business. You acknowledge and understand that you must promptly update and at all times keep any such User Information and User Content current. You acknowledge and understand that Beplace reserves the right to require additional and/or official documentation to verify any such User Information and User Content.

 

8. RESOURCES.

You acknowledge, understand, and agree to give us permission to use the User Information and User Content you submit to provide you with the Beplace Compliance Add-Ons. Beplace Users who participate in the Beplace Compliance Add-Ons have access to Beplace Resources that help to:

• Represent the hierarchical structures of a borrower; and

• Generate a voided check for automated payment authorizations; and

• Submit amended formation documents so your Business entity is compliant with lender requirements; and

• Confirm vendor insurance certificates are compliant with lender requirements; and

• Share a calendar of key entity compliance events; and

• Share a calendar of key loan compliance events.

 

You specifically authorize us to do the following:

 

8.1 Organizational Chart.

You specifically authorize Beplace to use the User Information and User Content you provide to create an organizational chart that represents the structure of the borrower in a transaction; the roles and relationships of stakeholders (including the beneficial owners, members, shareholders, or partners; managers or executives; or parent, subsidiary, or other entities) to the borrower, including within the structure of any controlled group, if any.

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8.2 Voided Check.

You specifically authorize Beplace to use the User Information and User Content you provide us to create a voided check that can be provided to lenders, vendors, and other parties; and that can be used to authorize such parties to set up automated loan and bill payments from the Borrower's payment account as noted by such voided check.

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8.3 Entity Compliance.

You may specifically authorize Beplace to use the User Information and User Content you provide to assemble adjusted formation documents that are prepared and determined by your legal counsel to be compliant with lender requirements; and to submit such adjusted formation documents to the appropriate regulatory authorities after the closing and funding of a loan as a post-closing action.

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8.4 Insurance Compliance.

You may specifically authorize Beplace to use the User Information and User Content you provide to engage and obtain adjusted insurance certificates from your vendors that are compliant with lender requirements.

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8.5 Entity Compliance Calendar.

You specifically authorize Beplace to add general compliance due dates (or similar notices) to a shared calendar in order to keep track of general filings; provided, however, that if you also participate in the Registered Agent Add-On, then you specifically authorize Beplace to process, read, and/or analyze any communications received from any government entity and to add any compliance due dates (or similar notices) to a shared calendar in order to keep track of any required filings. You, your Business, and any and all Business Owners of your Business are solely responsible for all legal, securities, and tax compliance, filings, reporting, and payment activities relating to each of your person and/or Business.

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8.6 Loan Compliance Calendar.

You may specifically authorize Beplace to review executed loan documents and to add any compliance due dates (or other loan dates) to a shared calendar in order to keep track of any key loan events. Such calendar is shared just with you using your Registered Email Address; provided, however, that you may instruct Beplace to share access to such calendar with your fiduciaries if you provide Beplace with the list of such fiduciaries. You, your Business, and any and all Business Owners of your Business (including the Borrowers) are solely responsible for all compliance, filings, payment, and reporting activities relating to each of your person and/or Business.

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9. GUARANTEE.

Pursuant to our Beplace Compliance Guarantee, if after the closing of your transaction there are any post-closing requirements that may be satisfied with any Beplace Compliance Add-Ons, then Beplace will finish any work related to such Beplace Compliance Add-Ons prior to the next loan payment due date pursuant to the terms of your loan. You are responsible for any costs associated with alternative, complementary, or supplemental compliance services; but Beplace will not add or assess any new Fees or Charges for your use of the Beplace Compliance Guarantee.

 

Please note that you must continue to pay for Fees and Charges if you continue to use any Beplace Resource in any way whatsoever. Beplace will not be responsible for transferring or maintaining any Beplace Resources or honoring any Beplace Compliance Guarantee unless you remain compliant with all Beplace Agreements, and unless all Fees and Charges have been paid in full.

 

10. TERM.

The Period of these Beplace Compliance Terms will commence when you participate in a Beplace Compliance Add-on and make a payment, and will end when:

• you terminate the add-on, except that these Beplace Compliance Terms will remain in effect for as long as we provide any Beplace Compliance Add-Ons to you or on your behalf; or

• we terminate you due to a Material Breach.

 

11. INDEMNIFICATION.

Without limiting any of your obligations under the Beplace User Terms and/or the Beplace Service Terms, you will indemnify and defend Beplace, and hold Beplace (including each of their respective (in alphabetical order) Affiliates, Agents, assigns, associate companies, associates, attorneys, contractors, directors, employees, franchisees, heirs, lessees, lessors, licensees, licensors, members, officers, owners, parent companies, partners, representatives, shareholders, sublessees, sublicensees, subsidiary companies, and successors) harmless against and from any and all (in alphabetical order) actions, claims, costs, damages, demands, expenses, fines, injunctions, injuries, investigations, liabilities, litigations, losses, penalties, proceedings, suits (including, without limitation, Legal Fees) of any kind or nature incurred because of or relating to:

• any breach in the performance of your obligations under this Beplace Agreement;

• the failure of any of your representations or warranties made in this Beplace Agreement to be true when made;

• any claim against us in our capacity (or our vendors’ capacities) as:

  • the authorized person, corporate filing agent, filing agent, organizer, or Incorporator of a new or existing Business;

  • the registered agent service of a new or existing Business;

  • the providers of the Registered Addresses for a new or existing Business.

• any claim against us (or our vendors) for:

  • organizing or incorporating a new Business;

  • expanding an existing Business;

  • setting up a registered agent service;

  • obtaining a federal employer identification number;

  • any copyright or intellectual property infringement claims that could arise or apply from the opening, scanning, uploading, processing, or other action relating to mail, email, or other digital or physical documents;

  • the failure of any courier service, delivery service, or other party to provide courier or delivery service of documents, mail, or email accurately or on-time;

  • damage, destruction, or loss of mail, email items, or documents by any cause whatsoever.

 

12. GENERAL PROVISIONS.

 

12.1 Authority and Capacity.

This and all other Beplace Agreements constitute binding, legal, and valid agreements between you and your Business, and Beplace; enforceable against you and your Business in accordance with their terms. You represent and warrant to Beplace that you and your Business have the authority and capacity to enter into this and all other Beplace Agreements on behalf of yourself and your Business; and any and all Business Owners of your Business; and each other. You and your Business are duly authorized and empowered to enter into this and all other Beplace Agreements (including any power of attorney herein) under every applicable governing document, bylaw provision, certificate of incorporation, charter, partnership agreement, pension plan, trust instrument, or the like. If after any purchase or transaction we discover or find that you or your Business do not have the authority to enter into this or any other Beplace Agreement, you and your Business will be personally responsible for the obligations in this and all other Beplace Agreements (including any and all payment obligations). Beplace will not be liable for any damages or loss resulting from our reliance on any communication, document, instruction, notice, representation, submission, or the like that we reasonably believed to be genuine or true or which originated from your Registered Addresses.

 

12.2 Several Liability.

You enter into these Beplace Compliance Terms on behalf of yourself and your Business; and any and all Business Owners of your Business. You and your Business; and any and all of the Business Owners of your Business are jointly and severally liable for any breaches of these Beplace Compliance Terms; and in no event will Beplace be liable for breaches of this or any other Beplace Agreement by you or any other person. This provision survives any expiration, suspension, or termination of this or any other Beplace Agreement to which you or your Business are a party.

 

12.3 Survival.

The following sections (shown UPPERCASED) and/or provisions (shown Capitalized) will survive any expiration, suspension, or termination of this or any other Beplace Agreement to which you or your Business are a party:

• DISPUTE RESOLUTION.

• USERS.

• FEES AND CHARGES.

• INDEMNIFICATION AND COOPERATION.

• Several Liability within GENERAL PROVISIONS.

 

Any provision that allocates risk or limits (or excludes) a Party’s liability will survive any expiration, suspension, or termination of this or any other Beplace Agreement to which you or your Business are a party to the extent necessary to ensure that a Party’s potential liability during the Period of a Beplace Agreement remains unchanged after the expiration, suspension, or termination of such Beplace Agreement.

 

Unless otherwise stated, the terms of this and all other Beplace Agreements will survive the expiration or suspension of this or any other Beplace Agreement, but will not survive the termination of this or any other Beplace Agreement.

 

Unless otherwise stated, the terms of this and all other Beplace Agreements will be operative upon each and every renewed Beplace Agreement.

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12.4 Entire Agreement.

The Parties intend that this and all other Beplace Agreements, together with all attachments, schedules, exhibits, and other documents that both are referenced in this or any other Beplace Agreement and refer to this or any other Beplace Agreement,

• represents the final expression of the Parties’ intent relating to the subject matter;

• contains all the terms the Parties agreed to relating to the subject matter; and

• replaces all of the Parties’ previous discussions, understandings, and agreements relating to the subject matter.

 

12.5 Original Copies.

You acknowledge receipt of a copy of this Beplace Agreement.