17th & Central LLC Terms of Service

Updated November 2024

A Note About Our Obligations

As a Wyoming registered agent and business filing services, our basic responsibilities are defined by the State of Wyoming, and you can consult the Wyoming state statutes to learn more about those obligations.

Pleas see Section 17-28-101 of the Wyoming code which explains our registered agent responsibilities as defined by the State, which include maintaining a registered office with a physical location and receiving service of process (and other official state documents) on behalf of the businesses we serve.

If you are interested in learning more about our duties as a Wyoming registered agent as defined by Wyoming’s state legislature you can visit wyoleg.gov.

For specific terms regarding our VOIP phone service, read our VOIP Terms of Service Agreement.

For specific terms regarding our Trademark service, read our Trademark Terms of Service Agreement.

1. Overview of Our Terms of Service

(a) These terms of service (“Terms”) cover your use and access to the services, products, software and websites (“Services”) provided by 17th & Central LLC and any of our affiliates and or subsidiaries (collectively, “company”, “we”, “us” or “our”).

(b) By using our Services and website, you agree to be bound by these Terms as well as our Privacy Policy. If you do not agree with these Terms, or the terms contained in our Privacy Policy, then you should not use our Services or this website.

(c) These Terms and the terms of our Privacy Policy constitute the entire agreement between you and us with respect to our Services and websites.

(d) These Terms supersede and replace any other prior or contemporaneous agreements, or terms and conditions that may be applicable. These Terms create no third party beneficiary rights.

(e) We may revise these Terms from time to time, and will always post the most current version on our website.

(f) By continuing to use or access the Service after the revisions come into effect, you agree to be bound by the revised Terms.

(g) Our failure to enforce a provision of these Terms is not a waiver of our right to do so at a later date.

If a provision of these Terms is found to be unenforceable, the remaining provisions of the Terms will remain in full force and effect. You may assign your rights and obligations under these Terms provided we receive prior written notice of, and approve of, such assignment. We will not unreasonably withhold our approval. We may assign our rights or obligations to any successor in interest of any business associated with the Services.

2. Acceptable Ways to Use Our Website and Services

(a) In using Wyomingregisteredagent.com and our Services, you may not, nor may you permit any third party, directly or indirectly, to:

(i) access or monitor any material or information on any of our systems, using any manual process or robot, spider, crawler, scraper, or other automated means;

(ii) except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;

(iii) perform or attempt to perform any actions that would interfere with the proper working of the Services, or prevent access to or use of the Services by our other customers;

(iv) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from us;

(v) access or cause anyone to access any account, information, or material other than that within your own authorized online account;

(vi) use any Service in a manner that violates any laws, rules, regulations, or any individual’s rights;

cause anything to be uploaded to our systems that violates any laws, rules, regulations, or any individual’s rights;

(vii) transfer any rights granted to you under these Terms;

(viii) use the Services except as expressly allowed under these Terms.

(b) In the course of providing Services to you, along with any improvements we make to our operations, we may interact with information related to your account, including any information you provide to us and materials you may upload to our systems. If we reasonably suspect that your account has been used for an unauthorized, illegal or criminal purpose, you hereby give us express authorization to share information about you and your account with law enforcement.

3. Use of Address

(a) Your ability to use our address is strictly dependent on the Service you purchase from us. For example, if only registered agent service is purchased from us, then our address may only be used for the strict purpose of supplying individuals and organizations with notice of who and where to serve any service of process or legal notice. Alternatively, if you have purchased other Services from us, then specifics of how to use our address will be contained within subsequent written communications which are incorporated into these Terms by reference herein.

4. Our Filing and Registered Agent Services

(a) Authorization to Receive Service of Process & Other Legal Documents.

As part of our duties as your registered agent, we need to accept a variety of legal documents on your behalf and upload them into the online account we provide you. You authorize us to receive up to 15 service of process, important communications, and legal documents of any kind (“Legal Documents”) on your behalf per year. We reserve the right, and you agree, that a fee may be applied to your account for Legal Documents received above the current 15 per year limit. You also acknowledge and agree that this fee may be subject to change as a result of our sole discretion and determination. You also agree that we can open, scan, upload and transmit the Legal Documents into your account in connection with providing Services to you. Registered agent services are limited to the receipt of service of process as well as the receipt and forwarding of Legal Documents, and do not include the receipt of any general or regular mail or other items. Accordingly, we do not assume liability to you, or any third party, for loss of mail or other items which are not Legal Documents.

(b) Regular Documents.

Not all documents are created equally. The documents that we receive at our addresses on your company’s behalf which are not communications from the Secretary of State related to your company’s registration nor documents related to legal service of process are considered by us to be “Regular Documents.” Depending on which services you have purchased from us, there may be a limit on how many Regular Documents will be accepted by our office on your company’s behalf without incurring additional fees. Additionally, you may be charged for any physical document forwarding requests that exceed your purchased limits. You agree to pay the fees that we post to your account related to any Regular Documents which we receive on your company’s behalf in excess of your purchased service limit. This includes any fees posted in relation to requests to forward physical documents. While we strive to process your Regular Documents as quickly as possible, you agree that we are not liable for any missed deadlines, time limits or other time sensitive Regular Documents we may receive, regardless if such Regular Documents are within your purchased service limit or not.

We may work with third-party providers to provide some Services. You acknowledge and agree that these service providers may assist us in providing you with Services.

(d) Provision of Accurate and Current Information.

You agree that you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of your information. You agree that the accuracy of filings which we make on your behalf depends on the information you provide and you agree to promptly notify us when any of your information changes. In the event that any information changes, you agree to notify us of that change immediately. Your failure to maintain accurate and up-to-date information is a material breach of our Terms, and is grounds for immediate termination of Services(s).

(e) Destruction of Documents.

We do not perpetually retain the original copies of documents received by our offices. We expect that clients and their beneficiaries will diligently and promptly act to avoid any delivery of vital documents to our offices. In the event such documents or other mailings are delivered to our offices, we expect that clients and their beneficiaries will diligently act to request the original document or mailing to be forwarded to the client. Unless otherwise agreed in writing, all such forwarding requests will be at the client’s expense. All documents and mailings are destroyed after thirty (30) days following the digital scanning of the documents and mailings.

(f) Electronic Records and Signatures.

We may need to file documents on your behalf so you consent to us affixing your electronic or hard copy signature in order to file documents on your behalf.

5. Receipt of Packages

Although we will accept and receive packages on your behalf, we are not acting as a bailee or warehouse and owe no duty of care in the holding and/or shipping of packages. If we receive a package on your behalf, you will be informed that we have it in our possession. If you would like the package delivered to the address associated with your account, you will be responsible for all shipping associated with the shipment of the package. You will also be responsible for the insuring of the package. We will only hold packages for 14 days from the date of receipt and then return the package to its location of origin thereafter. Packages be properly disposed of if such packages cannot be returned to their location of origin .

6. Document Storage Policy

(a) It is optional for users to upload documents via email to their client portal and comes as a benefit to having an online account with us. In order to use this feature, you must set up an online account with us. We give you permission to use this feature so long as you comply with our Terms, including our Privacy Policy and other applicable service-specific supplements to our Terms.

(b) You are not obligated to use this document storage feature. However, if you choose to use this feature, you agree not to upload or store anything to which you do not possess the necessary rights or anything that is illegal, dangerous, destructive, or illicit material. We may review your conduct and content for compliance with these Terms. If we, in our sole discretion, determine that you are in violation of these Terms while providing you with service, then we may terminate any and all services connected to your account. It is your responsibility to ensure compliance with these Terms.

7. Intellectual Property License

(a) If you choose to use this document storage feature, then you agree to provide us with a worldwide non-exclusive royalty-free license to use your content, which includes any of your intellectual property stored on our systems, in order to provide you with such services and features, to improve our operations along with your experience, and to develop new technologies and services. To be clear, you will continue to own your intellectual property, while we will own any and all improvements made to our operations as a result of our use of your intellectual property as described in the following paragraph.

(b) This license allows us to host, reproduce, distribute, communicate, and use your content in the course of providing you service — for example, to save your content on our systems and make it accessible to you and us, regardless of where you may be located. You also agree that we may sub-license these rights to our representatives, subsidiaries, partners, affiliates, contractors, and other third-parties that are necessary to provide you with such services.

(c) This license to use your intellectual property lasts until such time that you take affirmative steps to actually delete or remove the content from your online account. Once we confirm such content is removed from our systems, our license to such content expires, unless in our sole and absolute discretion there is a lawful reason to preserve such content (e.g. litigation, disaster recovery, etc.).

8. Termination of Services (Registered Agent and/or Other Services).

(a) When any Service with us is canceled or terminated, you acknowledge and agree that:

(i) Upon termination, we are released from any and all liability or duty we had or that we continue to have to notify you about lawsuits or any mail that we might continue to receive, even if our office address is still listed on any part of the corporate filing or if we are still listed as the registered agent; and

(ii) Upon termination, at our discretion we have the right to remove ourselves and our address, which may result in you or your company going into default and/or loss of licenses, good standing, or approval to perform work by various agencies; and

(iii) You are responsible to pay any and all outstanding invoices; and

(iv) You are responsible for any regular, non-discounted, and a la carte fees which may occur as a result of unbundling due to the termination of any Service(s); and

(v) You are responsible for any invoices generated or fee Notification of Decisions incurred after the expiration of any free trial of any Service(s); and

(vi) Anyone who has access to your account has the proper authority to cancel Services; and

(vii) The termination is binding on the company(s); and

(viii) Upon termination, you waive any and all rights or claims of statutory damages or tort claims; and

(ix) You will NOT file a “change of address” request with the United States Postal Service (“USPS”).

9. Termination of Registered Agent Services

(a) Termination by Us.

We may terminate your registered agent Service at any time. Reasons for termination may include, but are not limited to: i) your failure to provide accurate, complete and current information for your account; ii) the inability to locate you after reasonable efforts are made; iii) your failure to pay for your Service; or iv) suspected illegal activity.

(b) Termination by You.

You may terminate your Service by logging onto your account and canceling your Service in your client portal. If we receive any documents on your behalf after you have canceled your account, you can either sign up for new registered agent services, pay for all Services provided by us prior to your cancellation, or pay a per document fee to view the document.

Once we are no longer your registered agent, if we receive further Legal Documents on your behalf, we will send an email notice to the last known email address that we have on file for you. If you want to view a Legal Document, you will need to renew your service with us, pay any fees incurred prior to cancellation or pay a per document fee in order to view the Legal Document. Once you take one of these actions, we will upload the Legal Document so that you can view it.

(d) You Waive and Release any Claims and Agree to Hold Us Harmless and Indemnify Us.

You waive and release us from any obligation to forward or re-mail documents that are received after your registered agent Service has been terminated and you specifically agree that we have no obligation to forward or re-mail any documents to you except as outlined in these Terms. You further agree to hold us and our affiliates harmless from any third party claim arising out of a delay or failure of you to receive Legal Documents after your registered agent Service has been terminated.

(e) No Refunds for Registered Agent Services.

We do not offer full or prorated refunds for canceled registered agent Service. This Service is purchased and renewed on an annual basis and must be terminated prior to the annual renewal date to avoid recurring annual charges.

10. Termination of Other Services

(a) Termination by Us.

We may terminate a Service or Services at any time. Reasons for termination may include, but are not limited to: 1) your failure to provide accurate, complete and current information for your account; 2) the inability to locate you after reasonable efforts are made; 3) your failure to pay for your Services; 4) suspected illegal activity; and 5) any other lawful reason.

(b) Termination by You.

You can also terminate a Service or Services at any time. To terminate a Service other than Registered Agent Services, log in to your account and cancel your Service in your client portal.

11. How to Terminate or Cancel a Service

(a) To end a service with us and no longer receive invoices, you are required to login and request cancellation of a service with us directly, so you can read and agree to the end of service terms.

(b) Cancellation can be requested at any time. There are no fees to cancel, but upon cancellation of services, you may be required to pay any past-due balances related to such services, unless otherwise specified in this agreement.

12. Corporate Transparency Act

(a) Company Applicant: We provide the online tools and software to facilitate your business formation. No individual is personally involved in your business formation. As such, our employees do not fall within the category of “Company Applicant” as defined by 31 CFR 1010.380(e), unless otherwise instructed by a State or Federal authority.

(b) Beneficial Ownership Information Privacy Policy: The Corporate Transparency Act mandates that, in addition to providing the names and addresses of all beneficial owners, photographic identification in the form of a passport, state driver’s license or state issued identification for each beneficial owner must be submitted to FinCEN. All documents and images provided to us in connection with your entity’s BOI report will be encrypted at rest and secure in transit. All information provided in regards to your entity’s BOI report will expire after 90 days and be wiped from our servers.

13. Our Auto-Pay Feature

(a) Some of our Services are billed via an automatic payment feature unless you choose to opt out of this feature within your client account. Customers who opt-out will be invoiced for payment. All accounts using a. to-payment must provide us with valid and current credit card information and you agree that we are authorized to charge such credit card for all purchased Services as well as fees incurred in providing you with Services.

(b) Specifics Regarding Auto-Pay Features:

(i) all auto-payments will be charged to the credit or debit card on file for the business entity or individual.

(ii) all auto-payment services must be canceled at least one (1) day before the next charge date to avoid paying for the next month of Services, or year of annual Service. All cancellations must be handled through your online account.

(iii) customers enrolling in our Virtual Office Services must enroll in monthly automatic payments and you authorize us to charge your account for Services every thirty days.

(iv) annual auto-pay charges that fail to process will be rendered an unpaid invoice in your online account and subject to the fees and procedures outlined in these Terms.

(v) monthly subscription or auto-pay charges that fail to process will result in the cancellation of all applicable Services and features.

14. Declined Payments/Collections

(a) If we don’t receive payment (“Non-Payment”), you agree to pay all amounts due upon demand to resume or cancel your Service(s). You also authorize the Company to charge any and all outstanding fees and penalties that become due as a result from such Non-Payment. Additionally, following any such Non-Payment, you will not be eligible for monthly-billing or partial payments until your account is brought current. Non-Payment may also result in delayed services which include but are not limited to: locked documents, non-filing of compliance documents and the processing of additional orders.

(b) You agree that you are liable for all third-party collection agency recovery fees and charges. You are solely responsible for any and all fees charged to your credit card by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds, and over the credit limit fees. By failing to notify the Company of billing problems or discrepancies you agree that you waive your right to dispute such billing discrepancies. We may modify the price, content, or nature of the Service(s) at any time. We may provide notice of any such changes by email, notice to you upon log-in, or by publishing them on our website.

15. Refunds

Unless otherwise stated herein, all purchases are final and non-refundable after 90 days. No refunds will be given for any charges or credits more than 90 days old, unless otherwise agreed to in writing between you and us and/or is specific to the type of service we are providing or is required by law. We reserve the right to issue refunds or credits at our sole discretion unless otherwise required by law. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.

16. SMS/Text Messaging

(a) By providing your mobile phone number and checking that you wish to receive communications, you are consenting to receive Short Message Service (SMS)/text messages from us. The SMS/Text messages you may receive service-related and promotional messages, including: updates, alerts, and information (e.g., order updates, account alerts, etc.) and promotions, specials, and other marketing offers (e.g., cart reminders) through your wireless provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. SMS/Text messages may be sent using an automatic telephone dialing system or other technology.

(b) Message frequency varies but you will not receive more than one (1) message(s) per day. Standard message and data rates may apply from your wireless provider and you are responsible for all charges and fees associated with text messaging imposed by your wireless provider.

(c) Your participation in this program is completely voluntary and you can Opt-Out at any time by submitting an inquiry on our website or emailing our support team.

(d) To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent via SMS/text message, or any errors in such information, and/or any action you may or may not take in reliance on the information received via SMS/text message.

17. We Are Not Attorneys, Accountants, or Fiduciaries

We provide information and act as a fulfillment service provider. We are not a law firm or an attorney and do not provide legal advice. As we are not attorneys, there is no attorney-client relationship between us and none of the communications between us are protected as attorney-client communications. Use of our services as a fulfillment service provider shall NOT create any fiduciary duty or obligations, either implied or express, by any agent, affiliate or employee of the company.

18. Disputes

YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE RESERVE THE SOLE AND ABSOLUTE RIGHT TO ARBITRATE ANY DISPUTE PRIOR TO OR IN LIEU OF OTHER TYPES OF DISPUTE RESOLUTION AS REQUIRED BELOW.

PLEASE READ THESE SECTIONS CAREFULLY BECAUSE: 1. IT ONLY APPLIES TO INDIVIDUALS OR ENTITIES WHO HAVE FORMED LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW, 2. IT MAY REQUIRE YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US AND 3. IF ARBITRATION IS SELECTED BY US, SUCH ARBITRATION SHALL PRECLUDE YOU FROM SUING US IN COURT OR HAVING A JURY TRIAL.

Disputes. You agree that any Dispute (defined below) or claim between you and us is personal to you and us and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding (“Agreement”). This Agreement applies to all Disputes based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including but not limited to Disputes asserted against us by those you list as authorized contacts on your order.

By your access and or continued use of the Site and or Services, you agree to waive your rights to a jury trial and to have any dispute or claim arising out of or relating to any product or service purchased from us (collectively, “Dispute(s)”) resolved in the manner as described herein. Disputes include, but are not limited to, (a) those arising out of or related to these Terms or our Services, and (b) those related to advertising, privacy, data security, and the use of our Site. Questions regarding the arbitrability of a dispute or claim between you and us are not included in the definition of a Dispute and are to be adjudicated by a court of law as set forth below. For the purposes of this Agreement, references to “you” and “us” include our respective subsidiaries, affiliates, agents, employees, employers, business partners, shareholders, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products under these Terms or any prior agreements between us.

Required Procedures. For any Dispute you agree to attempt to resolve the Dispute informally via the following process. If you assert a claim against us, you will first contact us by sending a written notice of your Dispute (“Claimant Notice”) to us by U.S. certified mail addressed to Notice of Dispute, Legal Department, 17th & Central LLC, 1621 Central Avenue, Cheyenne WY 82001. The Claimant Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Dispute; (iii) set forth the specific relief sought; (iv) identify whether the party contends the Dispute is within the scope of this Agreement and is arbitrable; and (v) be personally signed (in the case of any digital signature, the digital signature shall comply with the requirements of the federal E-Sign Act).

For a period of sixty (60) days from receipt of a completed notice (which can be extended by agreement of the parties), you agree to negotiate in good faith in an effort to resolve the Dispute. Completion of this mandatory dispute resolution process (“Process”) is a condition precedent to initiating any Dispute against us. If an arbitration has been commenced any arbitration then underway shall be stayed. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. Nothing in this Section limits this the right of a party to seek damages for non-compliance with this Process. All applicable limitations periods (including statutes of limitations) will be tolled from the date of receipt of a completed notice through the conclusion of this Process.

You also agree that the laws of the State of Washington will govern these Terms and any Dispute without regard to conflict of law provisions. You also agree and submit to personal jurisdiction, for the purpose of litigating any such Dispute, to the laws and courts of the State of Washington. Without prejudice to the foregoing, you agree that, in our sole discretion, we may bring any claim, cause of action, or dispute we have against you in any competent court in the country or county in which you reside that may have jurisdiction over the claim.

Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages except that the prevailing party will be entitled to costs and attorneys’ fees.

Upon Notice of Arbitration by Us:

Agreement to Arbitrate Disputes.

(a) Arbitration Procedures.

(i) If the parties unable to resolve any such Dispute after completion of the Process discussed herein, and the Dispute, in our sole and absolute discretion, falls within the scope of this Agreement and is arbitrable, then we may submit the Dispute to binding confidential arbitration administered by the American Arbitration Association (“AAA”). Other than submitted arbitrable Disputes by us, Disputes must be submitted to the federal court sitting in Spokane County, Washington or, if the federal court in Spokane County, Washington is not available, then the state court in Spokane County, Washington. Said court shall make a preliminary determination as to whether the Dispute falls within the scope of this Agreement and is arbitrable.

(ii) All Disputes submitted to AAA will be resolved through binding arbitration before one arbitrator.

(iii) You agree to use the AAA Commercial Arbitration Rules, including the Expedited Procedures for all Disputes, except for the AAA rules concerning the arbitrability of Disputes, which may be exclusively determined by a court as set forth herein. The most current version of the AAA Commercial Arbitration Rules is available on the AAA’s website at AAA Rules, Forms & Fees | ADR.org, and such rules are hereby incorporated by reference into this Agreement. You either acknowledge and agree that you have read and understand the applicable AAA Arbitration Rules or waive your opportunity to read the AAA Arbitration Rules and waive any claim that such rules are unfair or should not apply for any reason. If AAA is unavailable or unwilling to administer the arbitration consistent with this arbitration agreement, the parties shall agree on an alternative administrator that will do so. If the parties cannot agree, they shall petition the federal court sitting in Spokane County, Washington or, if the federal court in Spokane County to appoint an administrator that will do so. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs, including costs for expert and other witnesses, to the prevailing party.

(iv) You acknowledge that the purpose of this Section is to streamline the dispute resolution process and that Coordinated Filings or Mass Arbitration’s are likely to frustrate that purpose. A “Coordinated Filing” or a “Mass Arbitration” is any demand for arbitration where the underlying claim is similar to at least five (5) or more other demands for arbitration regarding the same or substantially similar issues filed by or with the assistance of the same law firm, group of law firms, or organizations. We may, at our option, decline arbitration and instead litigate the claim in a civil court of competent jurisdiction as determined by us. In the event that a Dispute is part of a Coordinated Filing or a Mass Arbitration, our respective Dispute(s) will be arbitrated in a coordinated fashion such that arbitrator shall: (1) administer the arbitration demands together; (2) appoint one arbitrator for the coordinated demands; and (3) issue one set of case management, hearing and administrative fees due per side, one procedural calendar, and one hearing (if any) in a place to be determined by the arbitrator. To the extent the parties disagree on the application of the provisions of this paragraph, the disagreeing party shall advise the arbitrator, and the arbitrator shall stay the arbitration pending a determination of the applicability of this Section and process by a court. In such a proceeding, the prevailing party may recover its reasonable attorneys’ fees and costs in connection therewith.

(b) Individualized Arbitration Proceedings and Remedies.

(i) You agree that the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the AAA Rules, the arbitrator will have authority to grant any relief that would otherwise be available in court, including but not limited to public injunctive relief, and to make all procedural and substantive decisions regarding any Dispute, including those arising out of or relating to interpretation or application of this Agreement, and including the enforceability, revocability, or validity of the Agreement or any portion thereof. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one claimant, except for Coordinated Filings or Mass Arbitrations.

(ii) Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Nothing in this Agreement will prevent us from litigating in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator and or seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. Both parties agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. The parties agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.

(d) Payment of Arbitration Fees.

The costs of arbitration shall be governed by the AAA’s fee schedules, available at AAA Rules, Forms & Fees | ADR.org. Both parties agree to pay the its respective shares of the applicable AAA Commercial Case Filing Fee and all other AAA fees and costs. If, however, the arbitrator finds that either the substance of a Dispute is frivolous or was brought by an initiating party for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the initiating party will be required to pay all AAA fees.

Any Dispute between you and us will be governed by the laws of the State of Washington without regard to its conflict of laws provisions. You hereby consent and agree that the exclusive jurisdiction for all suits, actions, or proceedings directly which are not otherwise arbitrable, shall be the federal court sitting in Spokane County, Washington. You waive any and all objections to such courts, including but not limited to, objections based on personal jurisdiction, improper venue, or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings.

19. Indemnification

(a) You agree to protect, defend, indemnify and hold us harmless from and against any and all claims, causes of action, liabilities, judgments, penalties, losses, costs, damages and expenses (including attorneys’ fees and all related costs and expenses for litigation and/or arbitration) suffered or incurred by us, including, without limitation, any claim arising from:

(i) any actual or alleged breach of your obligations under these Terms or the terms contained in our Privacy Policy;

(ii) your wrongful or improper use of the Services;

(iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights;

(iv) your violation of any law, rule or regulation of the United States or any other country;

(v) any other party’s access and/or use of the Services with your unique name, password or other security code;

(vi) any copyright infringement claims that may arise from us scanning Legal Documents or other mail on your behalf;

(vii) the failure of any third party, including but not limited to the United States Postal Service or any commercial delivery or courier service, to provide delivery or courier services accurately and on time;

(viii) any loss, damage or destruction of your Legal Documents by any cause whatsoever;

(ix) our being named as a defendant in an action based on our status as your registered agent;

(x) any claims or action brought against us relating to your failure to maintain updated information on any of our websites.

20. Intellectual Property Rights & Ownership

(a) We own all right, title and interest, in and to all Intellectual Property Rights (as defined below) in the Services and websites, and these Terms do not grant you any rights to our Intellectual Property Rights. For purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, service mark rights, goodwill, trade secret rights, and any other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

(b) You may submit comments or ideas about the Services (“Idea”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

21. Force Majeure

We shall not be considered to be in breach or default of these Terms, and shall not be liable for any cessation, interruption, or delay in the performance of our Services or other obligations by reason of earthquake, flood, fire, storm, lightning, drought, landslide, hurricane, cyclone, typhoon, tornado, natural disaster, act of God or of the public enemy, epidemic, famine or plague, action of a court or public authority, change in law, explosion, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar even that is beyond our reasonable control, whether foreseen or unforeseen (each a “Force Majeure Event”). If a Force Majeure Event continues for more than sixty days in the aggregate, we may immediately terminate our Services and shall have no liability for, or as a result of, any such termination.

22. Disclaimer of Warranties & Limitation of Liability

(a) DISCLAIMER OF WARRANTIES.

TO THE FULLEST EXTENT ALLOWED BY LAW, YOUR USE OF THIS SITE AND OUR SERVICES ARE PROVIDED “AS-IS” WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

(b) LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE LEGAL THEORY, OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO YOUR USE OF THIS WEBSITE AND OUR SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT YOU PAID TO US FOR SERVICES DURING THE TWELVE MONTH PERIOD PRECEDING THE DATE OF YOUR CLAIM.

23. How to Contact Us

Our dedicated and knowledgeable staff is here to help you. If you find yourself having any questions, concerns, or issues with our service or these terms, please call us directly at (307) 432-4099 or email us at receptionist@17thandcentral.com.