TERMS OF SERVICE OF CORPORATE MILE LLC
PLEASE READ THIS TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OUR WEBSITE OR USING OUR SERVICES
A visitor to the Website (as defined below), current Customer (as defined below) or prospective Customer is subject to the Terms of Service (“Terms”), as set forth below.
1. YOU AND US
Corporate Mile LLC (“Corporate Mile”) provides services online, including through our website at boireport.com, corporatemile.com or any website owned by Corporate Mile (collectively the “Website”) or mobile applications (as may be offered from time to time) (collectively the “App”), and other forms of communications such as email to you as the user. Providing information on the Website also constitutes part of the Services.
Our Services for you as the user, include the opportunity to (i) protect your business’ privacy; (ii) file Beneficial Ownership Information Report (“BOI Report”), whether initial, corrected or updated BOI Report, and certain documents and information associated with the BOI Report with the United States Department of Treasury Financial Crimes Enforcement Network (“FinCEN”) in accordance with the Corporate Transparency Act and Beneficial Ownership Information Reporting Rule; (iii) obtain general information; and (iv) obtain additional services that may be offered from time to time. All products and services described in this Section, as well as any other products and services offered by Corporate Mile at any time shall be defined herein as “Service” or “Services.”
The term “User” or “you” or “your” or “Visitor” or “Customer” means any past, current, or prospective customer of our Services as well as any visitor to the Website. These Terms apply to each Customer. There will be no fees for Customers to use the Services unless stated explicitly in these Terms or in other notices from Corporate Mile to Customers such as information on the Website.
These Terms govern your access to and use of our Services. By accessing or using the Services (including accessing the Website), you agree to be bound by these Terms as if these Terms were signed by you in ink on a hard-copy agreement. We may also ask you to confirm that you agree to these Terms, including by taking particular actions, such as clicking a button labelled “I Agree”, “Buy Now” or “Submit Form” or using the Services. Any personally-identifiable information about you or anyone else may be stored on or through the Services (“Personal Data”) for the purpose of performing the Services. We do not sell your information to third parties. Except to provide you with your requested Services or to comply with applicable law, we do not transfer your information to third-parties. With the exception of User Contact Information which we retain for the limited reasons set forth below, primarily marketing, we delete your User Content from our databases.
So long as you are a Customer, Corporate Mile hereby grants you permission to use the software (“Software”) included in the Website as part of the Services. Your right to use the Software is revocable by Corporate Mile, and is not sublicensable. Moreover, the Software must be used solely for personal use by you.
The information provided on the Website or via any other means of transmission from Corporate Mile is not legal advice, but general information. The content contained on the Website or information contained in any other transmission from Corporate Mile is subject to these Terms.
Corporate Mile reserves the right to change or update these Terms at any time. Changes or updates of these Terms will appear on the Website and/or be communicated to Customer and are effective immediately. Use of the Website or receipt of Services after any such changes constitutes your consent to such changes and updates.
Disclaimer: Corporate Mile is not an attorney, a law firm, or a substitute for an attorney or a law firm and does not engage in the practice of law or offer legal advice. In offering its Services, Corporate Mile does not create an attorney client relationship. Corporate Mile cannot and does not therefore provide any kind of legal advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options, selection of forms or strategies. We provide information and software services only and you are responsible for appropriately using this material.
2. ACCESS TO THE WEBSITE AND THE SERVICES
License. Subject to these Terms, Corporate Mile grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Website solely for your own personal, noncompetitive use.
Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website, whether in whole or in part, or any content displayed on the Website; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website; (c) you shall not access the Website in order to build a similar or competitive website, product, or service, to discover information that could be used to compete against corporate Mile (such as the terms of its relationships with its business partners); and (d) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Website shall be subject to these Terms. All copyright and other proprietary notices on the Website (or on any content displayed on the Website) must be retained on all copies thereof.
Modification. Corporate Mile reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Corporate Mile will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
No Support or Maintenance. You acknowledge and agree that Corporate Mile will have no obligation to provide you with any support or maintenance in connection with the Services.
Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Website or App and its content are owned by Corporate Mile or Corporate Mile’s suppliers. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth herein. Corporate Mile and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
3. CONTENT
Any information, text, graphics, photos or other materials uploaded, downloaded or appearing in connection with our Services or on our Website, including all Personal Data, are collectively referred to as “Content”. “User Content” means any and all information and content that a user submits to, downloads, or uses with, the Website (for example, documents, including, but not limited to photos, messages, information submitted or postings).
User Content. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance by Corporate Mile on its accuracy, completeness or any disclosure of your User Content that personally identifies you or any third party.
When you provide User Content to us, you warrant to us that you have all rights necessary to provide your Content to us.
When you provide User Content to us, you also warrant to us that to the best of your knowledge the User Content provided is complete and correct.
You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy described in this Section.
Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
You agree not to use the Website to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any applicable law, regulation, or obligations or restrictions imposed by any third party.
In addition, you agree not to: (i) upload, transmit, or distribute to or through the Website any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Website unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Website to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Website, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Website (or to other computer systems or networks connected to or used together with the Website), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Website; or (vi) use software or automated agents or scripts to produce multiple accounts on the Website, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Website (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
License. You hereby grant (and you represent and warrant that you have the right to grant) to Corporate Mile an irrevocable, nonexclusive, license to reproduce, store, and otherwise use your User Content for the purposes of including your User Content in the Services requested by you. Except for this License you grant to us, you retain all ownership or other rights you may have to User Content.
Corporate Mile Content. In addition to User Content, some of the Content on the Services and Website is owned by us (“Corporate Mile Content”), and by partners and other entities (“Third Party Content”). You may use Corporate Mile Content and Third Party Content for your personal use only. Except for User Content, you may not share any Content with any other person or entity without the prior written permission of the owner of that Content. For example, you would need to obtain our prior written permission prior to re-posting any Corporate Mile Content to another website or sharing it with others.
We own Corporate Mile Content and the Services, and all intellectual property associated therewith, including copyrights and trademarks. You may not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices in or accompanying the Services or any of the Content other than User Content. You may not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Services or any Content, other than your User Content.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person that originates the Content. Corporate Mile will not be liable for any Content, including but not limited to any errors or omissions in any Content, or any loss or damage of any kind incurred arising out of the Content or any use of any Content.
Your use of or reliance on any Content or materials posted on our Website or provided to or obtained by you through the Website is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Website or in connection with the Services.
Information obtained from Corporate Mile or the Website should NOT be used as a substitute for legal advice from an attorney. It is provided “as is”, is not guaranteed to be correct, complete or up-to-date, and Corporate Mile expressly disclaims all warranties and disclaims any and all liability of responsibility for loss, claim, liability, or damage that is a result of or in any manner related to errors or omissions in the content provided by Corporate Mile or the Website.
By User providing any email address, phone number, cellular phone number, or any other means of contacting User (“User Contact Information”), User expressly agrees that Corporate Mile can contact such User via such User Contact Information (including via text messages) for any purpose, including providing information regarding or in connection with the Services, as well as for marketing purposes.
User hereby agrees, represents, and confirms that User will not use the information presented, products, Services or materials purchased from or provided by Corporate Mile to commit fraud or any other illegal act or crime; to mispresent identity or legal purpose; to misrepresent, misstate, or falsify information on legal documentation; to misrepresent or mistake any fact; or in any other unlawful, illegal or improper manner. User hereby agrees to be responsible for any costs, including legal fees, incurred by Corporate Mile in the event User fails to conform to this requirement. User hereby accepts full liability and shall indemnify, defend and hold Corporate Mile, its owners, agents, employees, representatives, and providers harmless from any and all damages, claims, demands, judgments, expenses, and causes of action asserted against Corporate Mile by any person or local, state or federal government agency arising from or out of any event, circumstance, act or incident resulting from User’s use or misuse of the information presented, or products, Services or materials provided by Corporate Mile.
As a condition to your right to access the Website and to use the Services, you agree to these Terms, including agreeing to comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements and to provide accurate information to us and update it as necessary. You also agree to review our Privacy Policy, which may change from time to time as well as review and comply with notices sent by us concerning the Services.
Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content and/or reporting you to law enforcement authorities.
Feedback. If you provide Corporate Mile with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Corporate Mile all rights in such Feedback and agree that Corporate Mile shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Corporate Mile will treat any Feedback you provide to Corporate Mile as non-confidential and non-proprietary. You agree that you will not submit to Corporate Mile any information or ideas that you consider to be confidential or proprietary.
4. INFORMATIONAL PURPOSES ONLY
The purpose and intent of Corporate Mile is to provide you with general information, and not to provide any specific advice (legal or otherwise). The information presented is provided solely for informational purposes and constitutes an advertisement for services. Corporate Mile does not wish to represent anyone desiring legal representation based upon viewing the Website or information provided via email, facsimile, phone conversation, or any other form of transmission. Visitors or recipients of this information should not act upon this information without consulting with legal counsel. None of the information on the Website constitutes professional or legal advice or a recommendation by Corporate Mile, its representatives, agents, or otherwise. Corporate Mile operates exclusively at Customer’s direction and does not offer legal, tax or accounting advice or services, and no information provided by Corporate Mile constitutes legal, tax, or accounting advice.
The transmission and receipt of materials provided by Corporate Mile is not intended to and does not create an attorney-client relationship. Also, providing any of the information made available at the Website or via other forms of transmission does not create a business, legal, or professional relationship.
5. MINIMUM AGE
You must be 18 years of age or older to register with us and use the Services. You warrant that you have the right, authority and capacity to enter into these Terms as a binding agreement. If anyone under the age of 18 (“Young Person”) provides any Content to us, the Young Person’s parent or guardian may contact us. We will delete any Content provided by the Young Person.
6. THIRD PARTY LINKS
Third-Party Links. The Website may contain third-party data and/or sources such as data from governmental records or links that direct you to third-party websites (collectively, “Third-Party Data & Sources”). Such Third-Party Data & Sources are not under the control of Corporate Mile, and Corporate Mile is not responsible for any Third-Party Data & Sources. Corporate Mile provides access to these Third-Party Data & Sources only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Data & Sources. You use all Third-Party Data & Sources at your own risk and should apply a suitable level of caution and discretion in doing so.
When you click on any of the Third-Party Data & Sources, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Data & Sources. All accessing and downloading of material from such Third-Party Data & Sources is at the User’s own risk, for which Corporate Mile is not responsible or liable in any way.
All third party information is provided without any warranty, express or implied, as to its legal effect and completeness.
Release. You hereby release and forever discharge Corporate Mile (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Website users or any Third-Party Data & Sources).
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
7. TERMINATION AND MODIFICATION OF TERMS
Subject to this Section, these Terms will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Website at any time for any reason at our sole discretion, including failure to verify your identity or for any use of the Services in violation of these Terms, including misuse of Corporate Mile promotions. For example, if Corporate Mile were to offer a promotion, such promotion can only be used once by a Customer and attempting to use such promotion more than once by the same Customer is misuse of Corporate Mile promotions.
We may attempt to notify you of termination where we have advance notice. Upon termination of your rights under these Terms, your right to access and use the Services will terminate immediately. You understand that any termination of rights to use the Website or Services may involve deletion of your User Content from our live databases. Corporate Mile will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your rights to use the Website or Services or deletion of your User Content.
An order for Services made through our Website is final and non-refundable. In the case of BOI Report filings (whether initial, corrected or updated BOI Report) Corporate Mile cannot accept any cancellations.
Corporate Mile does not dispute legitimate chargebacks. If, however, an illegitimate or improper chargeback is submitted, Corporate Mile reserves the right to take any actions Corporate Mile deems appropriate at Corporate Mile’s sole discretion. Such actions by Corporate Mile include, but are not limited to, cancelling Services, including the transmission of BOI Report (whether an initial, corrected or updated BOI Report) to FinCEN. Corporate Mile reserves the right to cancel any Services, including transmission of BOI Report to the U.S. federal government which is fraudulently filed by any person who uses a third party’s name without authorization from such third party to submit the BOI Report (whether initial, corrected or updated BOI Report) or who provides a third party’s information or documents without authorization, and any person who files such BOI Report or fraudulently provides such information or documents in a BOI Report through our Website shall be liable to Corporate Mile for liquidated damages in the amount of ten thousand U.S. dollars (US$10,000) plus any and all costs incurred by Corporate Mile to collect the liquidated damages, including court costs, arbitration costs, legal fees, and collection costs to the extent not prohibited by applicable law.
Corporate Mile may terminate these Terms for any reason or no reason, at any time, with or without notice. Any termination by us shall be effective immediately or as may be specified in our notice.
Corporate Mile may restrict, suspend or block the access of any Customer who abuses or misuses the Services. Misuse includes, among other things, infringing any intellectual property rights, using any functionality, feature or capability of the Services to generate, support or transmit any form of spam, engaging in any behavior or activity that we asked you not to do, or any other behavior that we, in our sole discretion, deem contrary to the mission and purpose of Corporate Mile and the Services.
Upon termination, you may lose access to some or all of the Services. Corporate Mile may block access to the Services from an Internet Protocol (“IP”) address or range of IP addresses associated with those of terminated Customers. Upon termination, all licenses and other rights granted to you by us in these Terms will immediately cease, but any licenses you have granted to us will survive termination regardless of the reason for such termination. In addition, any fees invoiced to you prior to termination that have not been paid will continue to be due in accordance with these Terms.
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Website. You are responsible for providing us with your most current email address. If the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective (i) immediately upon the next time you use our Website, (ii) upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you (if applicable) or (iii) thirty (30) calendar days following our posting of notice of the changes on our Website. These changes will be effective immediately for new users of our Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
8. DELAYS
The Service may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. The Service also may be subject to governmental shutdowns, delays and other problems associated with federal governmental agencies. Corporate Mile is not responsible for any delays, failures or other damage resulting from such problems.
9. POST-FILING BOI REPORT AND INFORMATION
Customer acknowledges that Customer is solely responsible for the post-filing maintenance of the initial BOI Report, including to update or correct the BOI Report as necessary, and provide any other documentation required to maintain the BOI Report up to date or provide any other documents or information required to comply with applicable federal, state or local agencies or oversight commissions. Customer acknowledges that Corporate Mile may provide Customer with information regarding post-filing maintenance of the BOI Report. Corporate Mile may provide updates, notifications and/or reminders to the postal address or email address or cellular telephone number provided by Customer or as a post on our Website solely as a courtesy and such does not create any liability on the part of Corporate Mile. Corporate Mile is not responsible for: (i) Customer’s action or inaction based on any information provided via email, facsimile, cellular phone text, phone conversation, website posting, alert, or any other form of transmission or communication; (ii) Customer’s failure or inability to receive or access the information; or (iii) Corporate Mile’s decision, in its sole discretion, to cease providing such information. Corporate Mile makes no representation or warranty as to the comprehensiveness or timeliness of the information. Customer acknowledges that it is Customer’s sole responsibility to comply with all applicable state, local, federal, or international laws.
10. EXPORT
The Website may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Corporate Mile, or any products utilizing such data, in violation of the United States export laws or regulations.
11. WARRANTY DISCLAIMER
You understand and agree that THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT CORPORATE MILE ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR FAILURE BY THE SERVICE. CORPORATE MILE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR CORPORATE MILE COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. YOU AGREE THAT USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN RISK. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE WEBSITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
12. LIMITATION OF LIABILITY
CUSTOMER HEREBY AGREES THAT IN NO EVENT SHALL CORPORATE MILE BE LIABLE FOR ANY DAMAGE, LOSS, CLAIM, INJURY, OR LIABILITY RESULTING FROM YOUR USE OF THE WEBSITE, INABILITY TO USE THE WEBSITE OR SERVICES, OR ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR INFORMATION PROVIDED BY CORPORATE MILE (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES), INCLUDING WITHOUT LIMITATION: (A) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (B) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE OR WEBSITE; (C) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (D) ANY OTHER MATTER RELATING TO THE SERVICE; (E) ANY BREACH OF THESE TERMS BY CORPORATE MILE OR THE FAILURE OF CORPORATE MILE TO PROVIDE THE SERVICE UNDER THESE TERMS OR (F) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS).
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY (INCLUDING CORPORATE MILE AFFILIATES) TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER AMOUNT OF $100 OR THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT CORPORATE MILE CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF FEES TO CORPORATE MILE THROUGH THE USE OF A CREDIT CARD (A “CREDIT CARD PROCESSOR”). YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR CORPORATE MILE INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK (COLLECTIVELY, THE “RELEASED PARTIES”) SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION SUFFERED BY YOU AS A RESULT OF THE FAILURE OF CORPORATE MILE TO PROVIDE SERVICES TO YOU UNDER THESE TERMS OR ANY BREACH OF THESE TERMS BY CORPORATE MILE. YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF THE FAILURE OF CORPORATE MILE TO PROVIDE SERVICES TO YOU UNDER THESE TERMS OR ANY BREACH OF THESE TERMS BY CORPORATE MILE. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS SECTION. YOU HEREBY UNDERSTAND AND AGREE THAT CORPORATE MILE SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY DAMAGES TO YOU UNDER THESE TERMS.
NEITHER CORPORATE MILE NOR ANY OF CORPOTATE MILE AFFILIATES SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU, ANY ENTITY, OR ANY THIRD PERSON. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER (I) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY, (II) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (III) THE LIMITED REMEDIES PROVIDED IN THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.
13. WAIVER AND RELEASE
Customer hereby waives, discharges, and releases Corporate Mile of any and all claims, losses, demands, or liability of any kind against Corporate Mile, its owners, partners, affiliates, representatives, employees, agents, licensors, suppliers, and any other third party providers, whether known, unknown, disclosed or undisclosed, arising out of or in any way connected with your use of the information or Services of Corporate Mile.
14. INDEMNIFICATION
Customer hereby agrees to indemnify, defend and hold harmless Corporate Mile, its owners, partners, affiliates, representatives, employees, agents, licensors, suppliers, and any other third-party providers, from and against all claims, losses, expenses, damages and costs, including but not limited to legal costs and fees, arising out of or in any way connected with Customer’s use of the information or Services of Corporate Mile. Customer hereby agrees to indemnify, defend and hold harmless Corporate Mile, its owners, representatives, and employees, from and against all claims, losses, expenses, damages and costs, including but not limited to legal costs and fees, arising out of or in any way connected to Services provided by an affiliate, partner, supplier, third party provider or vendor including but not limited to any act, omission, negligence, or error by such affiliate, partner, supplier, third party provider or vendor.
You agree to defend, indemnify and hold Corporate Mile and its partners, as well as any of our respective subsidiaries, affiliated companies, officers, employees, members, directors, or service providers (“Corporate Mile Affiliates”) harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following alleged activities: (i) your User Content or your access to or use of the Services; (ii) any alleged breach of these Terms; (iii) any breach, infringement, misappropriation or violation of any third-party right including without limitation any intellectual property right, publicity right, confidentiality, property right or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, any regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. We ask that you cooperate as reasonably requested by Corporate Mile in the defense of any claim. Corporate Mile reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you. Customer will not in any event settle any claim against Corporate Mile or Corporate Mile Affiliates, without the prior written consent of Corporate Mile, which consent Corporate Mile may refuse in its sole discretion.
15. DISPUTE RESOLUTION
Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Corporate Mile and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. In the event of a dispute between you and Corporate Mile, please contact Corporate Mile customer service for resolution.
Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Corporate Mile that cannot be resolved informally shall be resolved by final and binding arbitration (or online dispute/arbitration resolution) on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Corporate Mile, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Corporate Mile should be sent to: 25 SE 2nd Ave, Ste. 725, Miami, Florida 33131, Attention: Dispute Resolution Corporate Mile. After the Notice is received, you and Corporate Mile may attempt to resolve the claim or dispute informally. If you and Corporate Mile do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. The arbitration shall be conducted in accordance with the Rules and procedures of the AAA, and shall take place in Miami, Florida or in a location otherwise mutually agreed upon by the parties or via an online forum pursuant to online dispute or arbitration resolution processes. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Corporate Mile made to you prior to the initiation of arbitration, Corporate Mile will pay you the greater of the award or $1,000.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
Additional Rules for Arbitration. The parties further agree that: (1) the arbitration shall not last more than three (3) days; (2) there shall be no discovery other than the exchange of information and materials provided to the arbitrator by each of the parties, for which there shall only be thirty (30) days to accomplish; (3) the arbitrator’s final decision shall be issued within ninety (90) days after the date of selection of the arbitrator or within such period as the parties may otherwise mutually agree; (4) except as otherwise expressly stated in these Terms, the arbitrator shall have the authority only to award equitable relief and direct, actual damages, and shall not have the authority to award punitive or consequential damages (including, but not limited to lost profits, special, indirect, incidental, or compensatory damages); and (5) the dispute will not be consolidated with any other matters or joined with any other cases or parties.
Notwithstanding anything to the contrary in these Terms, the arbitrator shall have the authority to award liquidated damages and legal fees and costs and any remedy provided in these Terms in favor of Corporate Mile in situations where a user of the Website has acted fraudulently or willfully (such as by submitting a BOI Report on behalf of a legal entity without the legal entity’s consent), or where a Customer requests a chargeback without sufficient justification as determined by Corporate Mile at Corporate Mile’s sole discretion. The decision of the arbitrator shall be final and binding upon you and Corporate Mile and may not be appealed.
Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. In the event any litigation should arise between you and Corporate Mile in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce these Terms, to enforce an arbitration award, or to seek injunctive or equitable relief.
Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement
Choice of Law. These Terms and any action related thereto are governed exclusively by the law of the State of Florida, and the federal law of the United States of America, without regard to or application of any conflicts of laws provisions or principles, and without regard of the location or nationality of a Customer. Any dispute between us or arising out of these Terms, the Privacy Policy, the Services, or their performance, shall be determined in binding arbitration as specified above.
Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court or should the arbitrator determine that the dispute is not arbitrable, Customer and Corporate Mile hereby agree to the exclusive jurisdiction and venue of the state and federal courts located in Miami, Florida, U.S.A., for such purpose.
Notwithstanding anything to the contrary in these Terms, Corporate Mile can, at its sole discretion, choose not to arbitrate a dispute and can choose to file suit in any state or federal court located in Miami, Florida. In such a case, Customer and Corporate Mile consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami, Florida.
Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Corporate Mile.
16. ENTIRE AGREEMENT
These Terms constitute the entire, complete and exclusive agreement between you and us regarding the Services, and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms. You acknowledge that you have had the opportunity to review these Terms and our Privacy Policy with counsel of your choice.
17. SEVERABILITY
If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be illegal, void, or unenforceable, the provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the parties with respect to the provisions within the context of the overall Terms. If a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms will not be affected.
18. GOVERNING LAW
These Terms and the relationship between you and Corporate Mile will be governed exclusively by the laws of the State of Florida, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where you may be located or any other jurisdiction. Subject to the Arbitration provision above, you agree and consent to the exclusive jurisdiction of the state or federal courts located in Miami, Florida and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Corporate Mile may elect, in its sole discretion, to litigate the action in the county or state where any breach by you occurred or where you can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Service or these Terms shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
19. ASSIGNMENT AND DELEGATION
You may not assign or delegate any rights or obligations under the Terms without the prior written permission of Corporate Mile. Any purported assignment and delegation by you will be ineffective. We may freely assign or delegate some or all of our rights and obligations under the Terms and Privacy Policy, effective on sending a notice to you at the email address we have for you, or if we have no email address for you, by posting a notice of assignment on the Website.
20. MISCELLANEOUS
It will not be considered a waiver of Corporate Mile’s rights if Corporate Mile fails to enforce any of the terms or conditions of these Terms against you.
No joint venture, partnership, employment or agency relationship exists between you and Corporate Mile as a result of these Terms or use of the Service.
You acknowledge and agree that each of the Released Parties shall be an intended third-party beneficiary of these Terms.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS ABOVE, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.