Terms of Service

Last Updated: January 5, 2024

These Terms of Service (“Terms”) are a contract between you or the business entity you represent (“you”, “your”, or “Customer”) and SingleFile Technologies Inc. (“SingleFile”, “we”, “our”, or “us”), and describes the terms and conditions governing your access to and use of the services provided by SingleFile, including but not limited to your use of our website located at https://www.singlefile.io/ and of the content, applications, documents, and information available through our website (the “Platform Services”), as well as all other one-time and recurring formation, registered agent, and other filing services provided by SingleFile (the “Filing Services”, and together with the Platform Services, the “Services”), and any of its Third-Party Providers (defined below) shall be governed by these Terms.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE TERMS. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICES. YOUR USE OF THE SERVICE, AND SINGLEFILE’S PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY SINGLEFILE AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 23 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND SINGLEFILE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

YOU AGREE TO RECEIVE TEXTS FROM OR ON BEHALF OF SINGLEFILE AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS WILL INCLUDE OPERATIONAL TEXTS, SECURITY MESSAGES, AND NOTIFICATIONS RELATED TO THE SERVICES. YOU UNDERSTAND AND AGREE THAT THESE TEXTS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE. YOU MAY OPT OUT OF RECEIVING SUCH TEXTS AT ANY TIME BY FOLLOWING THE INSTRUCTIONS PROVIDED TO YOU.

1. FILING SERVICES

a. Ordering Process. Customer can purchase Filing Services outside of the Platform Services by submitting an Order to SingleFile for Filing Services. An “Order” means a request (either made through the Platform Services, by email, or as otherwise permitted in writing by SingleFile) for a Filing Service, including sufficient information to describe the Filing Service(s) being purchased by Customer, the applicable entity, the necessary Customer details, and the level of the ordered Filing Service (as applicable), in sufficient detail for the Order to be fulfilled. Once access to Platform Services has been granted, Filing Services can also be ordered via the Platform Services. Certain Filing Services are ordered on a recurring basis, and the term during which such Filing Services will be provided must be identified in the Order.

b. Provision of Filing Services. SingleFile will use commercially reasonable efforts to provide the Filing Services ordered via an Order. Customer may use Filing Services deliverables (including filing receipts, status messages, etc.) for all lawful business purposes in connection with its authorized use of the Filing Services and, subject to the same terms as for the Services in Section 3 (Restrictions).

c. Customer Cooperation. Customer agrees that during the Term, it shall cooperate with SingleFile in the provision of the Filing Services and perform such tasks as required for the provision of the Filing Services, including, without limitation, the following: (i) Customer must update SingleFile regarding any changes to information with respect to Customer entities or any other necessary information and (ii) Customer must provide SingleFile with all information required to complete a form at least five days prior to the applicable filing deadline for such form, and such information must be accurate. If Customer fails to do or to cause any of the foregoing to be done, SingleFile’s obligation to provide Filing Services will be excused until such actions are completed.

2. YOUR RIGHTS TO ACCESS AND USE THE PLATFORM SERVICES; OWNERSHIP

a. Provision of Access. Certain Platform Services may be provided without an additional fee in connection with ordered Filing Services, but SingleFile reserves the right to implement or modify pricing for Platform Services at any time in accordance with these Terms.

b. Limited License. Subject to your compliance with these Terms, SingleFile grants you a world-wide, royalty-free, limited, non-exclusive, non-transferable (except as permitted by these Terms), non-sublicensable, revocable (as expressly provided in these Terms) license to:

(i) if applicable, install and use in object code a reasonable number of copies of any mobile or other downloadable application associated with the Services on a mobile device that you own or control; and

(ii) access and use the Platform Services.

c. Feedback. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Services (“Feedback”), then you hereby grant SingleFile an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback (excluding any confidential information of Customer) in any manner and for any purpose, including to improve the Services and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

d. Ownership; Proprietary Rights. The Platform Services and other Services are owned and operated by SingleFile. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services provided by SingleFile (“Materials”) are protected by intellectual property and other laws. All Materials included in the Services are the property of SingleFile or its third-party licensors (except all Customer data). Except as expressly authorized by SingleFile, you may not make use of the Materials. There are no implied licenses in these Terms and SingleFile reserves all rights to the Materials not granted expressly in these Terms.

3. RESTRICTIONS

You represent and warrant to SingleFile that:

a. Content Restrictions. You will not upload, store, post or transmit content that:

(i) Is obscene, defamatory, deceptive, harassing, abusive, threatening, hateful or discriminatory;

(ii) Violates anyone else’s intellectual property, privacy, publicity or other rights;

(iii) or Violates applicable laws or regulations (including unlawfully marketing or selling controlled substances)

b. Prohibited Conduct. You will not and will not attempt to:

(i) Do anything that would cause the Services or services provided by a Third-Party Provider or any tool or other software provided with or used in connection with the Services, or any part thereof, to be subject to any open-source software license;

(ii) Imply or state, directly or indirectly, that you are affiliated with or endorsed by SingleFile without our express written permission;

(iii) Reproduce, modify, distribute, transfer, disclose, or make available to any third party any portion of the Services or services provided by a Third-Party Provider in any form (including by sharing your access credentials) except for purposes contemplated by these Terms;

(iv) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Services or services provided by a Third-Party Provider;

(v) Modify or create derivative works of the Services or services provided by a Third-Party Provider (excluding any reports or other output of the Platform Services) except as authorized in writing by SingleFile or the applicable Third-Party Provider;

(vi) Access or permit others to access the Services or services provided by a Third-Party Provider for purposes of building a competitive product or service;

(vii) Engage in deceptive or illegal activities (including, “spoofing”, “phishing” or pyramid or similar schemes);

(viii) Transmit spam or other unsolicited advertising or communications to other users, or otherwise cause us to become impaired in our ability to send communications on our own or on our customers’ behalf (e.g., by causing SingleFile to be added to a blacklist);

(ix) Perform (using automated or load testing tools) or publish benchmark or performance information about the Services or services provided by a Third-Party Provider without SingleFile’s consent;

(x) Use the Services or services provided by a Third-Party Provider in violation of data, privacy or other applicable laws or regulations;

(xi) Use the Services or services provided by a Third-Party Provider to engage in, promote, support or facilitate hateful, discriminatory or violent activities, whether online or offline; or

(xii) Fail to use commecially reasonable efforts (including, but not limited to, using industry-standard anti-malware and anti-virus measures) intended to prevent any content that contains viruses, malware, malicious code, or similar harmful materials from being uploaded to the Services.

c. No Disruption. You will not and will not attempt to:

(i) Access the Services or services provided by a Third-Party Provider through unauthorized means (for instance, scraping or crawling);

(ii) Disable or interfere with or disrupt the integrity of the Services or services provided by a Third-Party Provider or circumvent any security or access controls;

(iii) Actively monitor traffic on SingleFile systems or systems provided by a Third-Party Provider without SingleFile’s (or such Third-Party Provider’s) permission;

(iv) Probe, scan, penetrate or test the vulnerability of SingleFile’s system or network; or

(v) Try to access other users’ data or accounts without their express permission.

d. Other restrictions. You will not attempt to do any of the above or permit or encourage others to commit any of the actions above.

4. OTHER REPRESENTATIONS OF CUSTOMER

You represent and warrant to SingleFile that:

a. If you are entering this agreement on behalf of a third party, including any business entity or a client or customer of your business, you have full power and authority to bind such third party to these Terms;

b. All information you submit is accurate and truthful; and

c. You will provide, at your cost, all equipment, software, and internet access necessary to use the Services.

5. YOUR ACCOUNT

a. In order to use certain features of the Services, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration process. You represent and warrant that:

(i) all required registration information you submit is truthful and accurate and

(ii) you will maintain the accuracy of such information.

Failure to do so shall constitute a breach of the terms, which may result in immediate termination of your Account.

b. You are responsible for maintaining the confidentiality of your Account login information that is in your possession and are fully responsible for all activities of your authorized users that occur under your Account. You shall never use another user’s Account without the other user’s express permission. You agree to immediately notify SingleFile at support@singlefile.io of any unauthorized use, or reasonably suspected unauthorized use, of your Account or any other breach of security affecting the Services. SingleFile will not be liable for any loss or damage caused by your failure to comply with the above requirements. You agree that you are responsible for your use of the Account or use by others that is directed, permitted or enabled by you.

6. YOUR CONTENT

a. Customer, or Customer’s representative, must give SingleFile timely access to materials, information, and other resources necessary for SingleFile to complete the Filing Services, including (but not limited to) entity information or filing requirements, and if Customer fails to do so, SingleFile’s obligation to provide Filing Services will be excused until access is provided.

b. You are solely responsible for all information and materials uploaded, posted, or stored by you through your use of the Services (“Content”), provided that such information and materials are not modified and are used solely in accordance with the Terms. You may only upload, post, or store Content if you own all the rights to that Content, or if the rights holder has provided authorization to you to do so.

c. You do not transfer ownership of Content by uploading, posting, or storing it through your use of the Services. However, by doing so, you grant us, our agents, licensees, and assigns, during the term we are providing the Services, a limited, revocable, non-exclusive, non-sublicensable (except to Singlefile’s employees, agents, and Third-Party Providers), non-transferable (except in connection with a permitted assignment of these Terms) right and permission to reproduce, encode, store, copy, transmit, publish, display, modify, perform, process, create derivative works of, and otherwise use the Content solely as necessary to:

(i) provide any Platform Services, support, and Filing Services;

(ii) create, derive, or generate usage data or aggregated data (which does not identify the specific Customer or any client of Customer or any individual and has been aggregated in a way that does not permit reidentification of Customer or any client of Customer or any individual; and

(iii) as otherwise required by applicable law or as agreed to in writing in advance between the parties.

You represent and warrant that you have all necessary right and power to grant the foregoing right and permission to us.

d. You agree not to use, or permit any third party to use, the Services to upload, post, or store any Content that would impersonate another person or entity, falsely represent your identity, or that constitutes a breach of any individual's privacy.

e. SingleFile may, but has no obligation to, monitor Content provided through the Services. Without limiting SingleFile’s confidentiality obligations, may disclose to third parties any information necessary to satisfy our legal obligations or as reasonably required to protect SingleFile’s, our licensors’ or our customers’ legal interests or technical infrastructure, or operate the Services properly. SingleFile, in its sole reasonable discretion, may refuse to accept the uploading, posting or storage of any Content, in whole or in part, which are prohibited by or in violation of these Terms. You agree that, except as otherwise provided in these Terms, SingleFile has no responsibility or liability for the deletion or failure to store any messages, other communications, or other content maintained or transmitted by the Services.

7. COMMUNICATIONS TO CUSTOMER

a. Text Messaging. Subject to the opt out right in this paragraph, you agree that SingleFile and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational texts, security messages, and notifications related to your use of the Services. Text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF ALL TEXT MESSAGES FROM SINGLEFILE, YOU CAN EMAIL SUPPORT@SINGLEFILE.IO OR TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICES. You may continue to receive text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request.

b. Email. We may send you emails concerning our products and services, as well as those of third parties. Some of these messages are required to enable us to provide the Services, and by using the Services, you consent to receive email communications. You may opt out of any promotional emails by following the unsubscribe instructions in the promotional email itself.

8. TELECOMMUNICATIONS/INTERNET SERVICES

a. Use of the Services requires that you maintain Internet and telecommunications access. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your internet/telecommunications provider.

b. EXCEPT AS PROVIDED IN THESE TERMS, SINGLEFILE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

(i) THE AVAILABILITY OF TELECOMMUNICATION OR INTERNET SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;

(ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION OR INTERNET SERVICES; AND

(iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES AS PART OF THE SERVICES OR FAILURE TO TRANSMIT ANY DATA OR COMMUNICATIONS CAUSED BY YOUR SETTINGS CONNECTED WITH THE SERVICES.

9. PRIVACY POLICY

You can view SingleFile's Privacy Policy, the terms of which are incorporated by this reference, at singlefile.io/privacy-policy. You agree that SingleFile may use and maintain your data according to the terms of the SingleFile Privacy Policy, provided that in the event of any conflict or inconsistency between these Terms and the Single File Privacy Policy, these Terms will control with respect to the conflict or inconsistency.

10. THIRD-PARTY SERVICES AND PROVIDERS

a. Third-Party Providers. You acknowledge and agree that we do or may work with certain third-party service providers (collectively, “Third-Party Providers”) of our choice to provide some or all of the Services. You acknowledge and agree that any such Third-Party Providers may provide Services to you.

b. Third Party Links and Websites. The Platform Services or other Services may include links to third-party websites. SingleFile has no control over, is not responsible for, and does not endorse any such websites, and SingleFile will have no liability for any damages or losses you incur by accessing or using such third-party websites.

c. Export to Third-Party Services. SingleFile may provide tools through the Services that enable you to export information, including Content, to Third-Party Providers. By using one of these tools, you hereby authorize SingleFile to transfer that information to the applicable third-party service. Third-Party Providers are not under SingleFile’s control, and, to the fullest extent permitted by law, SingleFile is not responsible for any Third-Party Provider’s use of your exported information. Please be sure to review the terms of use and privacy policy of any Third-Party Providers before you share any Content or information with such Third-Party Providers.

11. REGISTERED AGENT SERVICES

a. If you have purchased registered agent Services, you authorize your registered agent to receive service of process, including any notices of legal proceedings, other legal notices, or official government communication (collectively, the “Mail”), on your behalf. If available in your area or under your subscription, you further authorize your registered agent to scan and upload the Mail received on your behalf into your Account, accessible on the Platform Services. You may direct, and thus authorize, your registered agent to perform the following actions in respect of your Mail:

(i) forward to an address you specify;

(ii) forward to another Account you specify;

(iii) shred or recycle the envelope and its contents;

(iv) unsubscribe or opt in to mailing lists;

(v) perform any other actions that your registered agent may offer; or

(vi) respond that this is not a mailing address.

b. Where scanning and uploading of Mail is available, you agree that this will be the default method of handling Mail and that you will receive Mail in a PDF or other generally accepted electronic document format via the SingleFile platform unless the Mail includes instructions to be forwarded physically. If you request us to forward you Mail, we will do so in accordance with Section 12 (Mail) and will charge you a reasonable handling fee for time and postage. Mail that is not forwarded is held in a secure storage facility for six months before it is commercially shredded.

c. Unless otherwise specified in these Terms, Services are limited to the receipt and forwarding of items covered by the respective statute, rule, regulation or contract, and do not include the provision of a business or mailing address independent of such statute, rule, regulation or contract. Your registered agent has no obligation to forward any items received pursuant to any unauthorized use of your registered agent’s address (the “Registered Address”) and neither SingleFile nor any Third-Party Provider assumes liability to you or any other party for loss of such items. You assume all liability for such losses regardless of whether you had approved or initiated the unauthorized use. SingleFile may seek reimbursement from you for any and all costs incurred in connection with the unauthorized use of the Registered Address Unless otherwise specified, the primary business address you provide on any filed document should reflect the primary business address from which your company operates.

d. You agree not to represent or misleadingly suggest, whether orally, in writing, photographically, or otherwise, that the Registered Address is your place of business, your location of operations or business records, or is a physical address at which third parties can find you. You may not list the Registered Address in your company’s public media, including business cards, brochures, websites, or emails.

12. MAIL

a. You give SingleFile, Third-Party Providers, and their respective local offices the authority to open your mail received by us or our Third-Party Provider and forward it on to the address you have designated. SingleFile will have no liability of any kind for your failure to receive lawsuits, official mail or other Mail that has been forwarded by SingleFile using information provided by you.

b. You acknowledge that your registered agent delivers Mail into the postal system and does not warrant that Mail will be delivered in a timely and accurate manner. You agree that if SingleFile delivers Mail into the postal system with an address provided by you and Mail is misdelivered, neither SingleFile nor any Third-Party Provider is liable to the intended recipient. Your registered agent will use commercially reasonable efforts to notify the intended recipient and the unintended recipient upon discovery of the error and seek immediate retrieval of the item from the unintended recipient.

c. You may be asked to sign for or otherwise acknowledge receipt of Mail sent to you by your registered agent. If you refuse or fail to accept Mail forwarded to you from your registered agent pursuant to these Terms, you will bear any costs of return shipping and re-induction of the Mail.

13. RESPONSIBILITY TO PROVIDE ACCURATE AND UPDATED INFORMATION

a. You will provide SingleFile with correct and true information which may include, but is not limited to: names, telephone numbers, email addresses and physical addresses of each entity’s directors, officers, limited liability company managers, managing members, partners, trustees or persons serving in a similar capacity (or a representative who is a natural person of the foregoing if applicable).

b. It is your responsibility to update your contact information, persons authorized to receive SingleFile notifications, reports, processes and legal matters. In addition, you must notify us about changes in business status (such as dissolved or inactive) within 30 days of the change. Failure to do so may result in the termination of your services. You acknowledge that neither SingleFile nor any Third-Party Provider is liable to you for damages resulting from your failure to update or provide accurate information.

14. AUTHORIZED OFFICER OR REPRESENTATIVE

a. You agree that upon placing an order with SingleFile to act as your registered agent, you, on behalf of your entity, appoint SingleFile as an authorized representative and/or signer under the laws of your entity’s state of formation, and grant SingleFile a limited power of attorney, solely for the purposes of appointing or changing your registered agent to SingleFile or back to you should you so request it.

b. If you no longer wish to use our Services in any jurisdiction, you must appoint another registered agent in such jurisdiction and pay all fees related to changing your agent (including appointment and/or registration fees). You must notify SingleFile that you have changed registered agents by the next billing date, either by phone or email, and provide us with satisfactory written proof that you have appointed a new registered agent. If, however, you are discontinuing your business operations (voluntarily or otherwise) and no longer require a registered agent, you must notify us and provide proof of the dissolution, cancellation, withdrawal or termination of your entity. If you notify us and provide sufficient proof prior to the next billing date, you will not incur any additional charges. If you fail notify and provide sufficient proof in time, you will continue to incur charges from SingleFile for the next billing cycle.

c. Once your subscription for Services has been terminated, any mail that we continue to receive on your behalf will be either:

(i) marked “Return to Sender” if it is first class mail or

(ii) destroyed if it is not.

You agree that SingleFile has no obligation to forward or re-mail Mail to you except as expressly stated in these Terms, and that SingleFile will have no liability of any kind for any Mail that it receives after the applicable Services subscription has terminated.

d. You acknowledge that you have sole responsibility for notifying senders (including all government agencies) of a change of your registered agent address.

e. In the event these Terms are terminated (other than by reason of your breach), SingleFile will use commercially reasonable efforts to make available to you a file of your then-available Content and related filing data upon written request within 60 days of termination, provided SingleFile will not be responsible for incomplete Content or other data. You agree that SingleFile has no obligation to retain any Content and may delete all such Content and other data related to your Account if more than 60 days have passed since termination.

15. SERVICES FEES

a. Our fees and refund policy are communicated to you through our onboarding and a fee schedule, which will be available upon request. SingleFile may, at its sole discretion, change its fees from time to time. Changes to this schedule will become effective when provided to you in writing or posted on our website or through the Platform Services. We may change the fees for any feature of the Services, including additional fees or charges, if we give you advance notice of changes before they apply. We may, at our sole discretion, make promotional offers with different features and different pricing to any of our customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

b. SingleFile will charge you the applicable state fees and any related fees or expenses associated with any Filing Services. SingleFile may collect these fees directly or using a third-party payment service. By creating an Account and submitting your payment information to SingleFile, you authorize SingleFile or a third-party payment service to store your payment information and to charge the billing source you have provided for your account according to the Services you selected, and you authorize SingleFile or its payments services provider to charge all sums for the orders for Services that you make and any level of Service you select, as described in these Terms or published by SingleFile, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then SingleFile may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your fees and any expenses advanced by SingleFile.

c. SingleFile offers certain Filing Services that are subject to a one-time fee. These Services include filing, requesting priority service with the state, and other services that may be offered by SingleFile from time to time. These one-time service payments are not subject to the automatic renewal or recurring payment schedule referenced in this section and are payable at the time of your request.

d. SingleFile also offers subscription Services, including recurring Filing Services. These subscription Services will, unless otherwise stated in an order, be for an initial period of 12 months which will be charged in full upon purchase. The subscription-based Services are billed to you on an annual basis using a recurring payment system. You will be charged each year on the corresponding month you began using the services with the payment method on file with SingleFile or a third-party payment service. If a payment fails or is expired, you will be notified by SingleFile and access to the Services will be suspended until payment is received. You may elect to discontinue some or all of your paid Services at any time by contacting support@singlefile.io. YOUR CANCELLATION MUST BE RECEIVED AT LEAST 30 DAYS BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.

e. SingleFile may suspend or terminate your access to the Services, including fee-based portions of the Services, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal subscription fee is due and you do not respond promptly to notice from SingleFile, then SingleFile reserves the right to delete your account and any information or Content associated with your account without any liability to you.

16. DISCLAIMERS; NO WARRANTIES BY SINGLEFILE

a. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, SINGLEFILE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (i) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SINGLEFILE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, OR, SUBJECT TO ITS OBLIGATION TO USE ANTI-VIRUS MEASURES, VIRUSES, OR OTHER HARMFUL COMPONENTS.

b. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR SINGLEFILE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE SINGLEFILE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. EXCEPT FOR DAMAGES THAT RESULT DIRECLTY FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY THIRD-PARTY PROVIDER. EXCEPT AS PROVIDED IN THESE TERMS, YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING YOUR CONTENT, THAT RESULTS FROM YOUR USE OF THE SERVICE, AND WE ADVISE YOU TO KEEP BACKUP COPIES OF ALL CONTENT.

c. THE INFORMATION PROVIDED ON THE PLATFORM SERVICES OR OTHERWISE THROUGH THE SERVICES IS NOT LEGAL ADVICE IS NOT GUARANTEED TO BE CORRECT, COMPLETE, OR UP-TO-DATE. UNDER NO CIRCUMSTANCES IS SINGLEFILE LIABLE OR RESPONSIBLE FOR ANY DAMAGE OR INCONVENIENCE CAUSED OR ALLEGED TO BE CAUSED BY YOUR RELIANCE ON THE INFORMATION PROVIDED THROUGH OUR SERVICES. SINGLEFILE DOES NOT ASSUME ANY LEGAL, FINANCIAL, OR OTHER LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OFFICIAL DOCUMENTS PREPARED AND OR FILED BY YOU DIRECTLY WITH ANY STATE OUTSIDE OF THE SERVICES. SINGLEFILE WILL NOT BE HELD LIABLE FOR ANY FEES OR CORRECTIONS NEEDED IN CONNECTION WITH YOU FILING YOUR OWN DOCUMENTS IMPROPERLY.

d. SINGLEFILE DOES NOT GUARANTEE THAT USE OF THE SERVICES WILL ENABLE CUSTOMER TO COMPLY WITH APPLICABLE LAWS, AND SINGLEFILE WILL NOT BE RESPONSIBLE FOR ANY REJECTED, DELAYED, OR RETURNED FILINGS THAT ARE THE RESULT OF MISSING, LATE, OR INCORRECT INFORMATION PROVIDED BY CUSTOMER OR BY FAILURE OF CUSTOMER TO TAKE ANY REQUIRED STEPS TO ENABLE SUCH SERVICES TO BE PROVIDED. SINGLEFILE SHALL HAVE NO RESPONSIBILITY, NOR BE LIABLE, FOR ANY CONSEQUENCES DUE TO LATE OR INACCURATE FILINGS, INCLUDING BUT NOT LIMITED TO, STATE FEES, INTEREST, TAXES, OR PENALTIES IMPOSED AS A RESULT OF SUCH LATE OR INACCURATE FILING, OR THE COSTS OF ANY REMEDIAL FILINGS, PROVIDED THAT, IN THE EVENT SUCH LATE OR INACCURATE FILING WAS LATE OR INACCURATE SOLELY DUE TO A MISTAKE MADE BY SINGLEFILE OR ANOTHER CAUSE UNDER SINGLEFILE’S REASONABLE CONTROL, SINGLEFILE AGREES TO PAY CUSTOMER THE RELEVANT LATE FEES AND THE COST OF RESUBMITTING SUCH FILING, AS WELL AS OTHER OUT-OF-POCKET COSTS DIRECTLY RESULTING FROM SUCH MISTAKE OR OTHER CAUSE, PROVIDED THAT ALL REIMBURSEMENT REQUESTS ARE ACCOMPANIED BY SUFFICIENT SUPPORT DOCUMENTATION. SINGLEFILE SHALL HAVE NO LIABILITY FOR ANY AMOUNTS THAT ARE LEGITIMATELY OWED TO THE RELEVANT JURISDICTION IN CONNECTION WITH A TIMELY-FILED REPORT BUT WERE MISCALCULATED BY EITHER PARTY.

e. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 16 (Disclaimers; No Warranties by SingleFile) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SingleFile does not disclaim any warranty or other right that SingleFile is prohibited from disclaiming under applicable law.

17. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW:

a. EXCEPT FOR CLAIMS ARISING FROM INFRINGEMENT OF SINGLEFILE’S INTELLECTUAL PROERTY RIGHTS, IN NO EVENT WILL EITHER PARTY (INCLUDING, WITH RESPECT TO SINGLEFILE, ANY SINGLEFILE ENTITY) BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SINGLEFILE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

b. EXCEPT AS PROVIDED IN SECTIONS 23.d (Commencing Arbitration) AND 22.f (ARBITRATION RELIEF), THE AGGREGATE LIABILITY OF THE SINGLEFILE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE THE AMOUNT YOU HAVE PAID TO SINGLEFILE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM.

c. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

d. WHEN RECEIVING PROCESS ON BEHALF OF THE CLIENT, NEITHER SINGLEFILE NOR ANY THIRD-PARTY PROVIDER SHALL BE HELD RESPONSIBLE FOR ANY PART OF THE LAWSUIT OR CLAIM.

18. INDEMNIFICATION

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify SingleFile, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “SingleFile Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (i) your unauthorized use of, or misuse of, the Services; (ii) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (iii) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (iv) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

19. INFRINGEMENT MITIGATION

In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as SingleFile determines necessary to avoid material liability, SingleFile will, at its option: (a) procure rights for Customer’s continued use of the applicable Service; (b) replace or modify the allegedly infringing portion of the applicable Service to avoid infringement or misappropriation without materially reducing the Service’s overall functionality; or (c) terminate these Terms and refund to Customer any pre-paid, unused fees on a pro rata basis without any further liability to Customer.

20. TRIALS AND BETAS

If Customer agrees in writing to receive access to Services or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by SingleFile (or if not designated, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that SingleFile may never release, and their features and performance information are SingleFile’s confidential information. Notwithstanding anything else in this Agreement, SingleFile provides no warranty, indemnity, or support for Trials and Betas, and its liability for Trials and Betas will not exceed US$50.

21. CHANGES

We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Services. If you do not agree to the modified Terms, then you should remove your Content and discontinue your use of the Services. Except as expressly permitted in this Section 21 (Changes), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

22. TERM; TERMINATION

a. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Services, and ending when terminated as described in this Section 22 (Term; Termination). The length of any recurring subscription will be set forth in the applicable order.

b. You agree that SingleFile may, subject to applicable law, in its sole reasonable discretion, terminate or suspend your use of and access to all or part of the Services immediately and without notice at any time if:

(i) you are in breach of these Terms or any other agreement between you and SingleFile,

(ii) your continued use of the Services risks harm to the Services, SingleFile, or any SingleFile vendor or customer,

(iii) you perform any act which does harm to the Services, SingleFile or any SingleFile vendor or customer; or

(iv) your Account has been inactive and there has been no communication from you to SingleFile for at least 60 days.

You agree that SingleFile shall not be liable to you or to any third party for any termination or suspension of all or part of the Services in accordance with the Terms.

c. If the Services are terminated for any reason, SingleFile reserves the right to resign, with proper notice if required by state law, as your registered agent. Reasons for termination and resignation may include (but are not limited to):

(i) your failure to provide accurate, complete, and current information as requested or required by SingleFile or your registered agent,

(ii) the inability to locate you after reasonable and diligent efforts are made,

(iii) your failure to pay, or

(iv) reasonable suspicion of illegal activity.

d. Notwithstanding anything to the contrary in these Terms, if you would like to cancel our service as your registered agent, you agree to provide us with 60 days’ written notice and fill out the proper forms to dissolve your entity, withdraw from the state, or change your registered agent. If you would like us to prepare and file the proper forms for you, the charges are: for dissolution of your entity, $150 plus state fees; and for change of your registered agent, $100 plus state fees.

e. Your right to use to use the Services is subject to any limits established by SingleFile and your ability to pay all amounts due. If payment cannot be charged to your credit card or your charge is returned for any reason, including charge back, SingleFile reserves the right, in its sole and absolute discretion, to suspend your access to the Services and the Account. If such nonpayment continues for at least 30 days after notice from us, or if we deem you uncreditworthy based on repeated failures to pay all amounts due or other information obtained by us, we may terminate the Services, in whole or in part, and/or these Terms.If you wish to reactivate your Account after such suspension or termination, there will be no setup or reactivation fees; provided, however, Accounts terminated for non-payment will be reactivated only on receipt of the full amount past due and a written request to reinstate the Account.

f. Upon termination of these Terms:

(i) your license rights will terminate and you must immediately cease all use of the Services;

(ii) you will no longer be authorized to access your Account or the Services;

(iii) you must pay SingleFile any unpaid amount that was due prior to termination; and

(iv) all payment obligations accrued prior to termination and Sections 2.c (Feedback), 2.d (Ownership; Proprietary Rights), 22 (Term; Termination), 18 (Indemnification), 16 (Disclaimers), 17 (Limitation of Liability), 23 (Dispute Resolution and Arbitration), and 24 (General) will survive.

You are solely responsible for retaining copies of any Content you upload to the Services since upon termination of your account, you may lose access rights to any Content you uploaded to the Services. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Services using a different name, email address or other forms of account verification.

g. SingleFile reserves the right to modify or discontinue all or any portion of the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. SingleFile will have no liability for any change to the Services, including any paid-for functionalities of the Services or any suspension or termination of your access to or use of the Services, provided that SingleFile will, upon Customer’s written request, refund any pre-paid unused fees on pro rata basis that were paid for the specific Service that was discontinued or had its overall functionality materially reduced and terminate Customer’s access to the affected Service. You should retain copies of any Content you upload to the Services so that you have permanent copies in the event the Services is modified in such a way that you lose access to Content you uploaded to the Services.

23. DISPUTE RESOLUTION AND ARBITRATION

a. Generally. Except as described in Sections 23.b (Exceptions) and 23.c (Opt-Out), you and SingleFile agree that every dispute arising in connection with these Terms, the Services, or communications from us will be resolved through binding arbitration. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SINGLEFILE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

b. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to:

(i) bring an individual action in small claims court;

(ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available;

(iii) seek injunctive relief in a court of law in aid of arbitration; or

(iv) to file suit in a court of law to address an intellectual property infringement claim.

c. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 23 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending an email to legal@singlefile.io that specifies: your full legal name, the full legal name of the entity you represent, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once SingleFile receives your Opt-Out Notice, this Section 23 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 24.j (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

d. Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling the JAMS at +1-800-352-5267 or by contacting, or by contacting SingleFile.

e. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or SingleFile may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, SingleFile will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if SingleFile has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

f. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted:

(i) solely on the basis of documents submitted to the arbitrator;

(ii) through a telephonic or video hearing; or

(iii) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your billing address.

During the arbitration, the amount of any settlement offer made by you or SingleFile must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

g. Arbitration Relief. Except as provided in Section 23.h (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by SingleFile before an arbitrator was selected, SingleFile will pay to you the higher of:

(i) the amount awarded by the arbitrator and

(ii) US$10,000.

The arbitrator’s award shall be final and binding on all parties , except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

h. No Class Actions. YOU AND SINGLEFILE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and SingleFile agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

i. Modifications to this Arbitration Provision. If SingleFile makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change, in which case your account with SingleFile will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

j. Enforceability. If Section 23.h (No Class Actions) or the entirety of this Section 23 (Dispute Resolution and Arbitration) is found to be unenforceable, then the entirety of this Section 23 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 24.j (Governing Law) will govern any action arising out of or related to these Terms.

24. GENERAL

a. Assignment. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your Content, at any time without notice or consent to any successor of SingleFile by merger or purchase of assets or interests or similar business combination.

b. Support. In instances where we may offer support, the support will be subject to the then-current version of SingleFile’s Support policy and other published policies, as updated from time to time.

c. Headers. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.”

d. Additional Terms. Some services offered through the Platform Services or other Services may be subject to additional terms and conditions adopted by SingleFile. Your use of those services means you agree to be subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

e. Partial Invalidity. In the event any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of these Terms will remain in full force and effect.

f. Independent Contractors. The Parties are independent contracting parties. Neither Party has, or will hold itself out as having, any right or authority to incur any obligation on behalf of the other Party. The Parties’ relationship in connection with these Terms will not be construed as a joint venture, partnership, franchise, employment, or agency relationship, or as imposing any liability upon either Party that otherwise might result from such a relationship.

g. Non-Waiver. Except as otherwise specifically provided herein, any failure or delay by SingleFile to exercise or partially exercise any right, power, or privilege under the Terms shall not be deemed a waiver of any such right, power, or privilege under the Terms.

h. Consent to Electronic Notice; Notices. You consent to the use of electronic means to deliver any notices pursuant to these Terms. Notices will be given by SingleFile via email or a reasonably prominent posting made on or through the Platform Services. Notices by you to SingleFile should be sent via email to legal@singlefile.io.

i. Authority. Each Party represents and warrants to the other that it has full power and authority to enter into these Terms and that it is binding upon such Party and enforceable in accordance with its terms.

j. Governing Law. These Terms shall be governed by the laws of the State of Washington, without reference to conflicts of law principles. The parties hereby consent to the exclusive jurisdiction of the federal and state courts in King County, Washington, for purposes of any legal action arising out of or related to these Terms.

k. Entire Terms. These Terms, including all other agreements incorporated herein, constitutes the entire agreement between the parties with regard to the subject matter of these Terms and supersedes all previous communications, whether oral or written, between the parties with respect to such subject matter, provided that, if you have entered into a separate written agreement with SingleFile that is signed by SingleFile and that expressly takes precedence over these Terms, or if you are an employee or agent of an entity that has done so, that agreement will supersede these Terms to the extent of any inconsistency or conflict.

l. Use in Certain Jurisdictions. The Services are intended for visitors located within the United States. We make no representation that the Services are appropriate or available for use outside of the United States. Access to the Services from countries or territories or by individuals where such access is illegal is prohibited. You acknowledge that these Terms are void where prohibited by law, and all rights to access or use the Services is revoked in such jurisdictions.