BOI - Terms and Conditions of Service

                                                   TERMS AND CONDITIONS OF SERVICE

These Terms and Conditions of Service (this “Agreement”), constitute a legally binding agreement between Zenith Compliance, LLC, a California limited liability company (“Zenith”) and the individual and entity using the Services (collectively, “Client”), both in Client’s individual capacity and as representative or agent for any entity on behalf of which an individual uses the Services. Zenith and Client may be collectively referred to as the “Parties,” and each individually as a “Party.”

The provision of Services by Zenith is subject to this Agreement. Client acknowledges and agrees that (i) Client has fully read and understands this Agreement in its entirety, (ii) the terms and conditions of this Agreement apply the Client’s use of the Services, and (iii) this Agreement or any updated version of this this Agreement shall apply to Client’s use of the Services. It is Client’s responsibility to review this Agreement prior to using the Services at any time, and the version of this Agreement posted at the URL stated above shall be binding upon Client when using the Services. If the terms and conditions of this Agreement are not acceptable to Client, Client shall discontinue using the Services. Client’s initial use or continued use of the Services or payment for Services shall be deemed to be an acceptance by Client of this Agreement, as amended and posted at the time of use of the Services at the URL stated above.

For purposes of this Agreement:

“BOI Report” means a Beneficial Ownership Report, required to be filed under the CTA. 

“CTA” means the Corporate Transparency Act enacted in 2021.

“FinCEN” means the Financial Crimes Enforcement Network, a bureau of the United States Department of Treasury.

“Services” means Zenith’s limited role of electronically filing a BOI Report with FinCEN for Client under the CTA.

1. Scope of Services. The Services are limited solely to electronically submitting a BOI Report with FinCEN on behalf of Client based solely on the information provided by Client to Zenith. Zenith does not verify, or warrant to, the accuracy or completeness of any information provided by Client or included in a BOI Report submitted by Zenith to FinCEN. Client expressly acknowledges and agrees that acknowledges and agrees that the timely performance of the Services by Zenith solely depends on Client’s timely completion of Client’s responsibilities and obligations under this Agreement.

2. No Legal or Financial Advice. Zenith does not provide any legal, financial or tax advice, or any other professional advice in any manner.  Zenith solely serves in an administrative role to electronically files a BOI Report on behalf of Client solely based on information provided by Client to Zenith. Client is solely responsible for determining Client’s reporting obligations under the CTA. Without limiting the generality of the foregoing, Client is solely responsible for determining whether Client is required to file a BOI Report, what information is required to be included in a BOI Report, whether or not Client may rely on an exception from filing a BOI Report, for the timely filing of a BOI Report, for timely updates or amendments to a BOI Report, and for compliance with any other requirements of the CTA. 

3. Client Responsibilities. Client is responsible for all the following:

     a. Accurate and Complete Information. Providing accurate and complete information to Zenith for inclusion BOI Reports submitted by Zenith on behalf of Client.

     b. Submission Requirements. Determining what information is required to be included in a BOI Report, including, without limitation, who is required to be listed as a beneficial owner in a BOI Report, who is required to be listed as a company applicant in a BOI Report, whether Client is required to file a BOI Report, and when a BOI Report is required to be filed. 

     c. Timely Information. Ensuring that all information required in connection with the CTA is provided to Zenith in timely manner to comply with the timely submission requirements under the CTA. 

     d. Updates and Corrections. Promptly notifying Zenith of any changes to the information provided to Zenith that require updates, corrections, amendments, or changes to any BOI Reports submitted by Zenith on behalf of Client, with such notification to be no later than twenty-five (25) days prior to the deadline under the CTA to submit an update, correction, amendment, or change to a BOI Report. It is Client’s sole responsibility to determine whether an update or amendment to a previously submitted BOI Report is required under the CTA.

     e. Accuracy of Submissions. Reviewing the accuracy of all information contained in any BOI Reports, including updates or amendments to any BOI Reports, and any other filings related to the Services, both before submission to FinCEN and after a BOI Report is submitted for FinCEN.

     f. Payments to Zenith. Timely paying all amounts due for the performance of the Services, both for the submission of initial BOI Reports and for the submission of any updates or amendments to any BOI Reports. 

4. Warranty Disclaimer. ZENITH PROVIDES THE SERVICES AND ANY RELATED DOCUMENTATION OR SERVICES WITHOUT ANY WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLIENT AGREES AND UNDERSTANDS THAT ZENITH SPECIFICALLY DOES NOT REPRESENT OR WARRANT AND EXPRESSLY DISCLAIMS (A) ANY REPRESENTATION OR WARRANTY, IN LAW OR EQUITY, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES OF, MERCHANTABILITY, PERFORMANCE, VALUE, USAGE, NON-INFRINGEMENT, TITLE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTIES WITH RESPECT TO THE SERVICES, ZENITH’S WEBSITE, OR THEIR RESPECTIVE CHARACTERISTICS, WHETHER LATENT OR PATENT, OR ANY WARRANTIES ARISING FROM CONDUCT, COURSE OF DEALING, CUSTOM, TRADE USAGE, TRADE PRACTICE, OR OTHERWISE, (B) THAT CLIENT IS REQUIRED TO FILE A BOI REPORT OR ANY UPDATE OR AMENDMENT THERETO, (C) THAT ANY FORMS THAT MAY BE PROVIDED BY ZENITH APPLY TO CLIENT’S PARTICULAR SITUATION, (D) THE ACCURACY OR COMPLETENESS OF ANY INFORMATION SUPPLIED TO ZENITH BY CLIENT, (D) ANYTHING RELATED TO THE MANNER IN WHICH, OR THE SPEED WITH WHICH, THE FINCEN OR ANY OTHER GOVERNMENTAL AUTHORITY WILL PROCESS FILINGS ON CLIENT’S BEHALF, AND (E) WHETHER OR NOT FINCEN OR ANY OTHER APPLICABLE GOVERNMENTAL AUTHORITY WILL APPROVE THE FILING OF ANY BOI REPORT OR ANY UPDATE OR AMENDMENT THERETO. CLIENT ACKNOWLEDGES AND AGREES THAT USING ZENITH’S SERVICE DOES NOT GUARANTEE COMPLIANCE WITH THE CTA AND THAT THE ULTIMATE RESPONSIBILITY FOR COMPLIANCE UNDER THE CTA AND ANY OTHER LAWS IS SOLELY CLIENT’S RESPONSIBILITY.

5. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT ZENITH’S AGGREGATE LIABILITY ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT, THE WEBSITE, OR THE SERVICES WILL BE LIMITED TO AS SET FORTH IN THIS SECTION 5. ZENITH’S AGGREGATE LIABILITY ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH, THIS AGREEMENT, THE WEBSITE, OR THE SERVICES WILL IN NO EVENT EXCEED THE TOTAL OF THE AMOUNTS ACTUALLY RECEIVED BY ZENITH FROM CLIENT WITH RESPECT TO THE PARTICULAR FILING FROM WHICH SUCH LIABILITY ARISES. NEITHER ZENITH NOR ITS DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES SHALL BE LIABLE TO CLIENT FOR ANY (A) SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOSSES, (B) LOST REVENUES, LOST PROFITS, LOST BUSINESS, DIMINUTION IN VALUE, LOSS OR DAMAGE OF DATA OR INFORMATION, (C) BUSINESS INTERRUPTION COSTS, INJURY TO REPUTATION, LOSS OF CUSTOMERS OR SUPPLIERS, OR ANY OTHER SIMILAR DAMAGES OR LOSSES, IN EACH CASE ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE WEBSITE, OR THE SERVICES, REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ZENITH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE SERVICES FAIL TO SERVE THEIR ESSENTIAL PURPOSE, AND REGARDLESS OF WHETHER SUCH LOSS WAS FORESEEABLE. THE FOREGOING LIMITATION ON LIABILITY SHALL APPLY EVEN IF ANY REMEDIES FAIL IN THEIR ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, ZENITH SHALL NOT BE RESPONSIBLE FOR ANY LOSSES INCURRED BY CLIENT BEYOND ZENITH’S REASONABLE CONTROL. ZENITH SHALL IN NO EVENT BE LIABLE FOR ANY PENALTIES, FINES OR OTHER DAMAGES RESULTING FROM LATE, INCOMPLETE OR INACCURATE FILINGS OR FROM ERRORS OR OMISSIONS IN INFORMATION PROVIDED BY CLIENT OR CONTAINED IN ANY BOI REPORT. NO ACTION TO ENFORCE ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE WEBSITE, OR THE SERVICES SHALL BE BROUGHT BY CLIENT MORE THAN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION AROSE.

6. Indemnification. Client agrees to indemnify and hold, Zenith, Zenith’s affiliates, and their respective shareholders, directors, members, managers, partners, officers, affiliates, employees, agents and representatives (collectively, the “Zenith Indemnitees”), harmless from and against any and all claims, damages, losses, fines, penalties, costs, expenses, including attorneys’ fees, arising from or relating to the Services, including, without limitation, Client’s (a) use or misuse of the Services or Zenith’s website, (b) violation of law, including, without limitation, the CTA, and (c) breach of this Agreement. Client expressly agrees that the Zenith Indemnitee’s are third-party beneficiaries of Client’s obligation in this Section 6. Client further agrees to pay Zenith for any losses, damages, costs, and expenses, including attorney’s fees, incurred by Zenith relating to or arising from Client’s failure to make payment for the Services, including, without limitation, any losses, damages, credit card charge backs, costs, and expenses, including attorney’s fees, incurred by Zenith in attempting to collect any amounts due from Client to Zenith.

7. Benefit of Services. The benefit of these services shall be in the state where Client is headquartered, as determined by the billing address provided to Zenith by Client.  

8. Dispute Resolution. Each Party expressly agrees that any controversy or dispute arising under or related to this Agreement, Zenith’s website, or the Services shall be resolved utilizing the following procedure: (a) the aggrieved Party shall deliver written notice of the controversy or dispute to the other Party, (b) promptly following the receipt of written notice of the controversy or dispute from the other Party, and in any case, within fifteen (15) days of the receipt of such notice, a meeting shall be held between the Parties, attended by individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of such dispute; (b) if, within twenty (20) days after such meeting, the Parties have not succeeded in negotiating a resolution of the dispute, the Parties shall submit the dispute to mediation in the Palm Beach County, Florida office of the Judicial Arbitration & Mediation Service (“JAMS”), to be conducted under the rules of JAMS and bear equally the costs of the mediation; (c) the Parties will jointly appoint a mutually acceptable mediator, seeking assistance in such regard from JAMS if the Parties have been unable to agree upon such appointment within ten (10) days from the conclusion of the twenty (20)-day negotiation period; and (d) the Parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days. If the Parties are not successful in resolving the dispute through the mediation or fail to appoint a mutually acceptable mediator, then the Parties shall submit the matter to binding arbitration pursuant to the Rules, Procedures, and Protocols of JAMS. The results of the arbitration will be conclusive and binding on the Parties, and judgment may be entered upon the award of the arbitrator and such judgement may be enforced in the Palm Beach County Court in the State of Florida. The arbitration shall be conducted by one arbitrator mutually agreed to by both Parties. If the Parties are unable to agree upon a single arbitrator, then such arbitrator shall be selected by the executive in charge of the Palm Beach County, Florida office of JAMS. The hearing shall be expedited so that it takes place within thirty (30) days following written notice by one Party to the other that such Party desires that the controversy be arbitrated. The arbitration proceeding shall be held within sixty (60) days of the appointment of the arbitrator and the arbitrator shall render his or her decision within thirty (30) days after the conclusion of the arbitration proceeding. The decision of the arbitrator shall be final and binding upon, and non-appealable by, the Parties and any judgment may be had on the decision and award so rendered in any court of competent jurisdiction. The prevailing party shall be entitled to all costs incurred in connection with the arbitration proceeding, including the fees of the arbitrator, such Party’s reasonable attorneys’ fees, witness fees, and other costs as determined by the arbitrator.

9. Termination. Zenith may terminate the Services to Client at Zenith’s sole discretion at any time or for any reason. Without limiting the generality of the foregoing, Zenith may terminate the Services to Client if Client (a) provides inaccurate or incomplete information to Zenith, (b) fails to meet any submission or filing deadline, or fails to provide, in a timely manner as set forth in this Agreement, information required to be submitted in a BOI Report, or (c) breaches this Agreement. Upon termination, Client shall promptly pay Zenith for all Services provided by Zenith prior to the date of termination and Zenith shall discontinue providing any further Services to Client.

10. Confidentiality. Zenith agrees to use reasonable measures to maintain the confidentiality of information provided by Client to Zenith in accordance with applicable laws. Zenith may disclose any information provided by Client to Zenith as required by law or court order.

11. Force Majeure. Zenith shall not be liable for any failure or delay in performance of the Services or any of its obligations hereunder if such failure or delay is caused by events or causes beyond Zenith’s control, including, without limitation, any of the following events: acts of God, extreme weather, natural calamities, labor strikes or unrest, epidemics, pandemics, government actions, power outages, and disruptions in communication lines. 

12. Third-Party Beneficiaries. Except as expressly set forth in this Agreement with respect to the Zenith Indemnitees, this Agreement is solely for the benefit of the Parties hereto and will not benefit or create any right or cause of action in or on behalf of any person or entity other than the Parties.

13. Severability. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, illegal or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality or unenforceability, or, if that is not possible, such provision shall, to the extent of such invalidity, illegality or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in full force and effect.

14. Amendments. Client acknowledges and agrees that Zenith may change, amend, or alter this Agreement, in Zenith’s sole discretion, at any time and from time to time, by updating this Agreement and such updated Agreement shall be binding upon Client.

15. No Waiver. A Party may not waive a right or remedy except pursuant to a writing executed by such Party and delivered to the other Party. No failure or delay in exercising any right or remedy, and no course of dealing between the Parties, operates as a waiver or estoppel of any right or remedy under this Agreement. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it is given and shall not be construed as a waiver on any future occasion. The rights and remedies of the Parties set forth in this Agreement are not exclusive of, but are cumulative with, any rights or remedies now or subsequently existing at law or in equity.

16. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regards to statutes, rules or principles of conflicts of law. Subject to Section 8, each Party consents to the exclusive jurisdiction of the State of Florida for all purposes regarding this Agreement.

17. Survival. The provisions of Sections 2, 4, 5, 6, 8, 10, 11, 12, 15, 16, 17, and 18 shall survive the termination of this Agreement.

18. Entire Agreement. This Agreement constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations and discussions of the Parties, whether written or oral, and there are no warranties, representations or agreements between the Parties in connection with the subject matter hereof except as expressly set forth in this Agreement.