NOTICE OF CORPORATE TERMS AND CONDITIONS
Capitol Services, Inc. or Capitol Corporate Services, Inc. (hereafter collectively “CSI”) provides services subject to the provisions contained in this Notice of Terms and Conditions (“Notice”).
CSI provides assistance with document filing, document and certificate retrieval, and records searches. CSI is not responsible for ensuring that a certain file date is received or determining: (i) the correct jurisdiction in which to submit a filing; (ii) the correct form to be used; (iii) if the filing has been completed correctly; or (iv) whether the form has been indexed properly by the filing office. Some jurisdictions may require manual electronic filing (“manual e-filing”). Manual e-filing constitutes filing documents by user data entry within a jurisdiction’s web portal. Such procedure requires CSI to manually input the document’s data in order to submit the document to the jurisdiction for filing. CSI is not responsible for data entry or transmission errors. The customer should review all acknowledgements for accuracy. While CSI may discuss a filing or search with the customer and make suggestions regarding the like, these suggestions are not and should not be construed as legal advice. If legal or other expert assistance is required, the services of a competent professional in the customer’s jurisdiction should be sought. If the client is utilizing CSI’s annual report management service (ARMS), the client will advise CSI in a timely manner if any specific filings should not be submitted due to events or circumstances outside of CSI’s knowledge. The client will provide all information required for completion of the filings to CSI. CSI will not submit a filing until all relevant information for that filing is provided. The client will update CSI in a timely manner regarding any changes to the information required for submitting filings. CSI may submit each filing up to ninety (90) days prior to the date due. The client will advise CSI of any changes to an entity that might affect its filing due date.
The customer assumes liability for all charges incurred as a result of any and all services performed by CSI on the customer’s behalf or at the customer’s request. The customer remains responsible for all charges despite requests for CSI to bill a third party or have a third party submit payment directly to CSI. The customer understands that a proposal is CSI’s estimate of charges at the time the services are requested and is not to be considered a final record of charges due for the services performed by CSI. To the extent that charges may differ between the proposal and invoice, the customer is responsible for all charges included on CSI’s invoice. All charges are due and payable upon receipt of CSI’s invoice.
Disclaimer of Representations and Warranties
CSI makes no representation, warranty, or guarantee as to the accuracy or completeness of any report provided by CSI or as to the effectiveness of any filing. The filing records are public information compiled, maintained, and indexed by state and local agencies, and CSI does not independently verify the accuracy of searches or the effectiveness of filings. CSI’s involvement is limited to searching certain databases and requesting that government agencies and private companies file and retrieve information. CSI HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS DESCRIBED IN TEXAS BUSINESS AND COMMERCE CODE SECTIONS 2.314 AND 2.315, WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS NOTICE TO THE SAME EXTENT AS IF THE SERVICES CONSTITUTED GOODS THEREUNDER, AND THE CUSTOMER EXPRESSLY DISCLAIMS THAT IT HAS CONTRACTED FOR OR RECEIVED ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PROVIDED.
Limitation of Liability
This Limitation of Liability sets forth the full extent of CSI’s liability hereunder for any claim against CSI and sets forth the customer’s sole remedy. The customer acknowledges that the fees for services provided hereunder reflect the allocation of risk as set forth in this Limitation of Liability. CSI shall not under any circumstances be responsible or liable to the customer or any third party for any claims of indirect, special, incidental, or consequential damages, such as, but not limited to, lost profits, injury to goodwill, or other economic loss arising out of or relating directly or indirectly to performance of the services or for punitive damages or specific performance. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, THE MAXIMUM LIABILITY OF CSI (IRRESPECTIVE OF WHETHER CSI MAY HAVE BEEN OR MAY BE ALLEGED TO HAVE BEEN NEGLIGENT OR OTHERWISE LEGALLY AT FAULT AND IRRESPECTIVE OF INSURANCE COVERAGE MAINTAINED BY EITHER PARTY) SHALL IN NO EVENT EXCEED THE PAYMENT, IF ANY, RECEIVED BY CSI FOR THE SPECIFIC SERVICES WHICH ARE THE SUBJECT OF THE CLAIM OR DISPUTE.
This Notice may be amended by CSI in its sole discretion. This Notice shall be binding upon and inure to the benefit of CSI and the customer, their successors, legal representatives, and permitted assigns. This Notice supersedes all prior agreements and is the only agreement between CSI and the customer, either oral or in writing, relating to the provision of the services. If any provision of this Notice or its application is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of any of the other provisions and applications therein shall not in any way be affected or impaired. This Notice is governed by, construed under, and interpreted in accordance with, the laws of the State of Texas, excluding choice of law or conflicts of law principles that direct the application of the laws of a different state. The customer agrees to submit to the exclusive jurisdiction of the courts located in the State of Texas for resolution of all disputes arising from or related to this Notice.