Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") are a legal agreement between you and secretary-of-states.org/ ("we," "us," or "our") governing your access to and use of the website at secretary-of-states.org/ and all content, features, and services made available through it (collectively, the "Site").

By accessing or using the Site, you agree to be bound by these Terms and by our Privacy Policy, Disclaimer, Cookie Policy, and any other policies referenced in these Terms or posted on the Site. If you do not agree to these Terms, you may not access or use the Site.

2. Eligibility

The Site is intended for users who are at least eighteen years of age. By using the Site, you represent and warrant that:

• You are at least eighteen years old (or the age of majority in your jurisdiction, if higher)
• You have the legal capacity to enter into these Terms
• You will use the Site in compliance with these Terms and all applicable laws
• You are not barred from using the Site under the laws of the United States or any other applicable jurisdiction

The Site is operated from and intended primarily for users in the United States. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local law.

3. License to Use the Site

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for personal, non-commercial informational purposes.

This license does not include the right to:

• Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site
• Republish, redistribute, or commercially exploit any content from the Site without our prior written consent
• Use the Site to develop a competing service or to scrape content for inclusion in another database
• Use any automated tools (bots, crawlers, scrapers) to access the Site at a rate that interferes with normal operation
• Remove or alter any copyright, trademark, or other proprietary notices on the Site
• Frame or mirror any portion of the Site without our prior written consent

4. User Conduct

When using the Site, you agree not to:

• Use the Site for any unlawful purpose or in violation of any applicable law or regulation
• Engage in any conduct that interferes with or disrupts the Site or its servers
• Attempt to gain unauthorized access to any portion of the Site, related systems, or networks
• Transmit any virus, worm, trojan horse, or other malicious code
• Harvest or collect information about other users without their consent
• Impersonate any person or misrepresent your affiliation with any person or entity
• Submit false or misleading information to us through email or any other channel
• Use the Site in a manner that could damage, disable, overburden, or impair its operation
• Use the Site to engage in fraudulent or deceptive activity, including phishing or social engineering

5. Intellectual Property

All content on the Site, including text, graphics, logos, images, illustrations, audio, video, software, and design, is the property of secretary-of-states.org/ or its licensors and is protected by United States and international copyright, trademark, and other intellectual property laws.

5.1 Our Trademarks

"secretary-of-states.org/" and any associated logos and branding are trademarks of the Site operator. You may not use these trademarks without our prior written consent.

5.2 Third-Party Trademarks

References to third-party trademarks (state agency names, federal agency names, product brands) are made for identification and informational purposes only and do not imply endorsement by or of the trademark owner.

5.3 Copyright Complaints

If you believe content on the Site infringes your copyright, please follow the procedure described in our DMCA Policy.

6. User-Submitted Content

The Site does not currently provide any general user-content submission feature (no comments, no forums, no user posts). The only routine user submission is email correspondence to info@secretary-of-states.org.

If you send us suggestions, corrections, feedback, or other content by email or otherwise, you grant us a perpetual, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and incorporate that content for any lawful purpose related to operating and improving the Site, without compensation or attribution to you, unless you indicate otherwise. You represent and warrant that any content you submit is accurate, does not infringe any third-party rights, and is not unlawful.

7. Third-Party Links and Services

The Site contains links to third-party websites and services, including state Secretary of State sites, federal agency sites, and other resources. We do not control, monitor, or endorse the content, products, or services of these third parties. The inclusion of a link does not imply approval of the destination, and we are not responsible for any harm arising from your use of any third-party website or service. When you click an outbound link, the third party’s terms and privacy practices apply.

8. Disclaimers

The Site and all content, features, and services provided through it are provided on an “as is” and “as available” basis without warranties of any kind, either express or implied. To the fullest extent permitted by law, we disclaim all warranties, including but not limited to:

• Warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties that the Site will be uninterrupted, secure, or error-free
• Warranties regarding the accuracy, completeness, or reliability of any information on the Site
• Warranties that defects will be corrected
• Warranties regarding the availability of the Site at any particular time

For additional information about the limits of the information on this Site, please see our Disclaimer.

9. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall secretary-of-states.org/, its operators, contributors, or affiliates be liable for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or in connection with your access to, use of, or reliance on the Site or any information on it.

Without limiting the generality of the foregoing, this limitation applies to:

• State filing fees, late fees, or penalties resulting from reliance on the Site
• Loss of good standing, suspension, dissolution, or administrative termination of an entity
• Tax penalties, interest, or back-taxes arising from any decision informed by the Site
• Any damages arising from a UCC search or filing
• Any damages arising from reliance on a public records search result
• Loss of business or commercial opportunity
• Damages arising from third-party content or links accessed through the Site

Our total cumulative liability for all claims arising out of or relating to these Terms or your use of the Site shall not exceed one hundred US dollars ($100), or the amount you have paid us in the twelve months preceding the claim, whichever is greater. Where you have not paid us anything (which is typical), the limit is one hundred US dollars ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law. Nothing in these Terms limits liability for fraud, fraudulent misrepresentation, or any other liability that cannot be limited or excluded under applicable law.

10. Indemnification

You agree to indemnify, defend, and hold harmless secretary-of-states.org/, its operators, contributors, and affiliates from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Your access to or use of the Site
• Your violation of these Terms or any law or regulation
• Your violation of any third-party right, including intellectual property or privacy rights
• Any content you submit or transmit through the Site

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses.

11. Termination

We may terminate or suspend your access to the Site at any time, with or without cause and with or without notice. Upon termination, your right to access and use the Site ceases immediately. The provisions of these Terms that by their nature should survive termination — including intellectual property provisions, disclaimers, limitations of liability, indemnification, governing law, dispute resolution, and class action waiver — shall survive termination.

12. Governing Law

These Terms and any dispute arising out of or relating to them or your use of the Site shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13. Dispute Resolution and Arbitration

13.1 Informal Resolution First

Before initiating arbitration, you agree to first contact us at info@secretary-of-states.org with a written description of the dispute and the relief you are seeking. We will attempt to resolve the dispute informally for at least sixty (60) days before either party initiates formal proceedings.

13.2 Binding Arbitration

If informal resolution does not resolve the dispute, you and we agree that any dispute arising out of or relating to these Terms or your use of the Site shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, with the seat of arbitration in Wilmington, Delaware. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

13.3 Exceptions

The following disputes are excluded from this arbitration agreement:

• Small-claims court disputes that qualify under the relevant court’s small-claims jurisdiction
• Claims for injunctive relief related to intellectual property
• Disputes that cannot, by law, be resolved through arbitration

13.4 Costs of Arbitration

The AAA’s Consumer Arbitration Rules govern the allocation of arbitration fees. Where applicable law requires us to bear the cost of arbitration, we will do so.

13.5 Opt-Out

You may opt out of this arbitration agreement by sending a written notice to info@secretary-of-states.org with the subject line “Arbitration Opt-Out” within thirty (30) days of first using the Site. Your notice must include your name, mailing address, and a clear statement that you wish to opt out. Opting out does not affect any other provision of these Terms.

14. Class Action Waiver

You and we agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a class action, consolidated action, or representative action. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. If a court determines that this class action waiver is unenforceable, the entire arbitration agreement in Section 13 shall be deemed null and void.

15. Changes to These Terms

We may modify these Terms at any time by posting the revised Terms on the Site. The “Last Updated” date at the top indicates when the most recent revision was made. Material changes will be highlighted with reasonable prominence on the Site. Your continued use of the Site after a change constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Site.

16. Miscellaneous

16.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be struck or modified only to the extent necessary, and the remainder of these Terms shall remain in full force and effect.

16.2 No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

16.3 Entire Agreement

These Terms, together with the Privacy Policy, Disclaimer, Cookie Policy, and DMCA Policy, constitute the entire agreement between you and secretary-of-states.org/ regarding your use of the Site and supersede all prior or contemporaneous agreements, communications, or understandings.

16.4 Assignment

You may not assign or transfer these Terms or any of your rights or obligations hereunder without our prior written consent. We may freely assign or transfer these Terms.

16.5 Force Majeure

We shall not be liable for any failure or delay in performance caused by events beyond our reasonable control, including natural disasters, acts of God, war, terrorism, civil unrest, government action, labor disputes, or interruption of telecommunications or internet services.

16.6 Headings

Section headings are for convenience only and do not affect interpretation.