Launch Terms.

RECITALS.

 

By visiting, browsing, using, accessing, onboarding, and/or participating in the Beplace Launch Add-Ons; and/or by engaging in absolutely any activity whatsoever relating to the Beplace Launch 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 Launch 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 Launch Terms supplement the Beplace Service Terms and constitute a legal contract between you and Beplace;

• you acknowledge and understand that the Beplace Launch 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 Launch 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 Launch 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 Launch 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 Launch 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 Launch Add-Ons are designed to help you launch any business whenever you want anywhere in the United States. You may participate in Beplace Launch Add-Ons only and strictly if and when you are a Beplace User. Participation in Beplace Launch Add-Ons will be subject to these Beplace Launch 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 Launch Terms).

 

6. FEES AND CHARGES.

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

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6.1 Entity Formation.

Prices shown on the pricing page are one-time flat Fees for the formation or incorporation of each new Business and for each state of the United States, which include only those fees related to the Entity Formation Add-On; and exclude and are in addition to all state filing fees and expedited fees.

 

6.2 Name Check.

Prices shown on the pricing page are one-time flat Fees for the search of official records (in the secretaries of state in the United States, or the applicable equivalent government authorities) for each Business, 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 Federal EIN.

Prices shown on the pricing page are one-time flat Fees for the filing of an EIN for each Business and for each federal employer identification number, which include only those filing fees, if any, related to the Federal EIN Add-On; and exclude all other federal and/or regulatory charges and fees.

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6.4 Launch Bundle.

Prices shown on the pricing page are one-time flat Fees for the bundle of the Entity Formation Add-On, Name Check Add-On, and Federal EIN Add-On; and as described and provided for in 6.1, 6.2, and 6.3.

 

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 Launch 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 Launch Add-Ons. Beplace Users who participate in the Beplace Launch Add-Ons have access to Beplace Resources that help to:

• Generate documents that help you launch your Business; and

• Search official records to ensure that the name of a Business is available; and

• File formation documents with a state on an expedited schedule; and

• Form a new Business as an limited liability company or corporation; and

• Obtain a federal employer identification number for a Business.

 

You specifically authorize us to do the following:

 

8.1 Entity Formation.

You specifically authorize Beplace to use the User Information and User Content you provide to set up a new Business entity in any state that you pick in the United States. You acknowledge and understand that a registered agent must be designated during an entity formation, and you understand that the Registered Agent Add-On in the Beplace Privacy Add-Ons will also apply to all entity formations unless you provide Beplace with alternative registered agent service.

 

8.1.1 Limited Liability Company.

Beplace, a Beplace Affiliate, or a Beplace Agent may serve as the organizer or authorized person when you decide to start a new limited liability company. You authorize us to execute the certificate of organization (or other similar document) and to file such certificate of organization with the secretary of state (or similar agency) for the state of organization. You further authorize us to execute any official documents and/or actions as may be required to do all those things that may be minimally required so that we may start a new limited liability company for you. Unless otherwise required by a state of organization, we do not execute any documents that may require you to disclose the identity of managers, members, or other similar positions or titles. Once we start a new Business for you, we will provide you with the certificate of organization, initial resolution templates (that you can instruct us to pre-fill and populate for the Business), and all official documents and actions made on behalf of the Business.

 

8.1.2 Corporation.

Beplace, a Beplace Affiliate, or a Beplace Agent may serve as the incorporator when you decide to start a new corporation. You authorize us to execute the certificate of incorporation (or other similar document) and to file such certificate of incorporation with the secretary of state (or similar agency) for the state of incorporation. You further authorize us to execute any official documents and/or actions as may be required to do all those things that may be minimally required so that we may start a new corporation for you. Unless otherwise required by a state of incorporation, we do not execute any documents that may require you to disclose the identity of [board of] directors, executive officers, shareholders, or other similar positions or titles. Once we start a new Business for you, we will provide you with the certificate of incorporation, initial resolution templates (that you can instruct us to pre-fill and populate for the Business), and all official documents and actions made on behalf of the Business.

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8.2 Name Check.

You specifically authorize Beplace to use the User Information and User Content you provide us to search official records in any, some, or every secretary of state in the United States to ensure a business name is available and/or unique. You acknowledge and understand that a name check search is not a certified search.

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8.3 Federal EIN.

You specifically authorize Beplace to use the User Information and User Content you provide us to obtain a federal employer identification number from the United States Internal Revenue Service.

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9. GUARANTEE.

Pursuant to our Beplace Launch Guarantee, if you decide to add any Beplace Launch Add-On in addition to the Entity Formation Add-On and then you decide to expedite the Entity Formation Add-On, Beplace will finish all of those Beplace Launch Add-Ons on the same timeline as the Entity Formation Add-On. You are responsible for any costs associated with other expedited options if you elect to expedite those Beplace Add-ons on different schedules that the Entity Formation Add-On, but Beplace will not add or assess any new Fees or Charges for your use of the Beplace Launch 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 Launch 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 Launch Terms will commence when you participate in a Beplace Launch Add-on and make a payment, and will end when:

• you terminate the add-on, except that these Beplace Launch Terms will remain in effect for as long as we provide any Beplace Launch 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 Launch 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 Launch 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.