IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.
YOU ARE RESPONSIBLE FOR CAREFULLY READING THE TERMS OF THIS AGREEMENT BEFORE ACCESSING OR USING THE SERVICE. BY ACCESSING OR USING SUCH SERVICE, YOU ARE CONFIRMING THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
Effective Date: 11/10/24
NUCO Filings terms of service (the “Terms”) are a legal contract between NUCO Filings Corp. (“NUCO”, “we”. “Us”, or “Provider”) and the person or entity executing this Terms (“you”, “your”, or “Customer”) for the us of the Nuco BOI Compli (“BOI Compli”) Corporate Transparency Act (“CTA”) electronic filings service services, solutions, or tools provided by and through our cloud-based software platform (collectively, the “Service” or “Site”).
By accessing or using the Nuco BOI Compli “BOI Compli” services, solutions, or tools provided , you and Nuco agree to the terms and conditions of this Agreement (the “Agreement”) which constitute the entire agreement between Customer and NUCO and govern Customer’s access and use of the Service.
If you are entering into this Agreement on behalf of a company, or other legal entity (“Entity”), business (or an employee or representative of a company, business or legal partnership), a law, accounting, or other professional services firm (or an partner, member, shareholder, employee, associate, counsel, representative, or agent of such firms) (“Professional Service Firm”) or a professional filing service (or an employee, representative, or agent of such service) (“Professional Filer”), or the client of a Professional Service Firm or Professional Filer who is authorized to use the Service (defined below) for your own account or benefit (“Client User”), you represents that you have the authority to bind such Entity to the terms and conditions of this Agreement, and accept these provisions and in such case the term “you” and “Customer” will refer to you (including you as the Professional Service Firm or Professional Filer), your Entity, business, company or partnership, or you as the Client User. If Customer does not have such authority, or if Customer does not agree with these terms and conditions, Customer must not accept this Agreement and may not use the Service.
The Terms explain how you are permitted to use the Site. These Terms also govern your use of all the software, video, text, data, information, graphics, proprietary content and more (all of which we refer to as “Materials”) that we and/or our affiliates may make available to you, as well as any services we may provide through this Site. These Terms are effective as of the date that you first use the Site, click the “I Agree” box, or otherwise accept the Terms and proceed to use the Service.
CUSTOMER IS RESPONSIBLE FOR CAREFULLY READING THE TERMS OF THIS AGREEMENT BEFORE ACCESSING OR USING THE SERVICE. BY ACCESSING OR USING SUCH SERVICE, CUSTOMER CONFIRMS THAT CUSTOMER HAS READ AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
1. Definitions
“Account” means a NUCO account created by or on behalf of Customer within the Service.
“API” means the application programming interfaces developed and enabled by or on behalf of NUCO that permit Customer to access certain functionality provided by the Service.
“Customer Data” means all electronic data or information submitted by Customer to the Service.
“Service” means the NUCO services, solutions, or tools provided by NUCO.
“Subscription Plan” means the subscription plan and the functionality and services associated with the plan for which Customer subscribes.
“Software” means software provided by NUCO that allows Customer to use functionality in connection with the Service.
“Third Party Services” means third party products and services that are provided by entities or individuals other than NUCO.
“User” means an individual authorized by Customer to use the Service through the Accounts as a user and/or administrator as identified through a unique login.
2. The Service
We are a Service that facilitates online CTA filings for law, accounting and other professional service providers; professional filers; and companies. We offer a convenient online CTA filings service to, among others, help professional filers and entities submit CTA filings. We are neither a law nor accounting nor other professional firm. Nor are we a governmental or regulatory agency or group.
Starting January 1, 2024, CTA filings are required by the Financial Crimes Enforcement Network (“FinCEN”), which is a bureau of the United States Department of the Treasury that collects and analyzes information about financial transactions in order to combat domestic and international money laundering, terrorist financing, and other financial crimes. The information you provide to the Service for the CTA filing will be provided directly to FinCEN.
The Service itself cannot and is not intended to provide financial or regulatory guidance or advice. Please contact your lawyer or accountant or other qualified professional with any questions regarding CTA compliance.
THE CONTENT ON THE SITE AND THE SERVICE ARE NOT AND SHOULD NOT BE CONSIDERED LEGAL OR FINANCIAL ADVICE OR A SUBSTITUTE FOR OBTAINING LEGAL OR FINANCIAL ADVICE FROM A QUALIFIED PROFESSIONAL.
3. Users of The Service
(a) Business Filers. If you are an entity or agent of an entity using the Service to file your entity’s CTA filings, you accept responsibility for yourself and your entity in your use of the Service, including for the timely submission of CTA filings to FinCEN. The Service is designed for you to answer mandatory CTA questions. However, you acknowledge that the Service depends on your truthful, correct, and complete answers, and may need to be updated if your circumstances change. Use of the Service is at your own risk. You assume full responsibility for all outcomes, to the extent permitted by law. By using the Service, you agree to not hold NUCO liable in any way for your CTA compliance or filings.
Additionally, you agree and understand that:
(b) Law, Accounting and Professional Service Firms and Professional Filers. If you are a Professional Service Firm or a Professional Filer using the Service to make filings on behalf of your clients, you accept responsibility for using the Service for your clients. You are also responsible for the information you provide during your use of the Service, including the accuracy and completeness of all submitted Content and Registration Data (both defined below), for the timely submission of CTA filings to FinCEN, and for complying with all applicable laws in connection with your use of the Service. NUCO has established safeguards and procedures designed to protect the security of information entered to fill out the CTA filings, but you must also take steps to protect the privacy and confidentiality of information shared by your agents and Client Users. As a Professional Service Firm or a Professional Filer, whether or not your use of the Service has been authorized by the Client User, you represent and warrant that (i) you are authorized to act on behalf of your Client User, (ii) you are permitted to share any and all Content and Registration Data provided to the Service, and (iii) you will not upload or use your Client User’s Content or Registration Data, or disclose it to any other party, without your Client User’s consent.
4. Use of the Service
(a) Grant of a Limited License to Use the Service. The Service is protected by copyright, trade secret, and other intellectual property laws. Subject to your agreement to, and continuing compliance with, these Terms, and any other relevant NUCO policies, NUCO hereby grants you a limited, personal, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable license, subject to the limitations below, to use and access the Service via on-line software solely for internal business purposes of making your own CTA filings (which, for the avoidance of doubt, for Professional Service Firms and Professional Filers includes the right to use the Service in support of making CTA filings for their Client Users). You agree not to use the Service for any other purpose.
(b) Restrictions. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Service; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service except as expressly permitted by NUCO; (iii) decompile, reverse engineer or disassemble the Service except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Service except as expressly permitted by NUCO; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service; (vi) attempt to gain unauthorized access to or impair any aspect of the Service or its related systems or networks; or (vii) resell the Service except as expressly permitted by NUCO in a separate written contract between you and NUCO.
You agree that you will not (a) license, sublicense, assign, transfer, sell, distribute, time share or otherwise commercially exploit or make the Service available to any unaffiliated third party, other than authorized Users in furtherance of Customer’s internal business purposes as expressly permitted by this Agreement; (b) post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; or (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances (including but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances); (c) attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any NUCO server, by hacking, password “mining” or any other illegitimate means; (d) harvest or collect user names, email addresses or any other client identifying information by electronic or other means for the purpose of sending unsolicited email or other communications; (e) use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights; (f) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; or (g) use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software. NUCO will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law and Customer agrees to voluntarily submit to any such investigation. NUCO may involve and cooperate with law enforcement authorities in prosecuting users who violate the terms and conditions of this Section 6.2. Customer acknowledges that NUCO has no obligation to monitor Customer’s access to or use of the Service or to review or edit Customer’s Data, but has the right to do so for the purpose of operating the Service, to ensure Customer’s compliance with the terms and conditions of this Section 6.2, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
You shall access and use the Service only in accordance with this Agreement and all applicable laws and regulations and shall be responsible for ensuring that all Users comply with the terms and conditions of this Agreement. Customer agrees and acknowledges that each User will be identified by a unique username and password (User Account) and that a User Account may only be used by one (1) individual. Customer will not share a User Account among multiple individuals. Customer shall be responsible for all acts or omissions of its Users. Customer shall protect its credentials and those of its individual Users and shall be liable for any damages incurred to NUCO as a result of Customer’s failures to protect the same.
(c) Account Registration. You need not register with NUCO when you are visiting or viewing the public areas of the Site, or to browse any publicly accessible information in the Site. However, in order to access and use the features of the Service, you must register with NUCO for an account and receive a password. For purposes of the Terms, a “Registered User” is a user of the Service (“User,” or “user”) who has registered an account with us (“Account”). NUCO may delete your account due to inactivity. If your Account is deleted and you later need it restored, please contact us.
(d) Registration Data. In registering for the Service, you agree to (i) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are not a person barred from using the Service under the laws of any applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (A) notify NUCO immediately of any unauthorized use of your password or any other breach of security; and (B) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current, or incomplete, or NUCO has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, NUCO has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone, or register for an account on behalf of any group or entity unless you are authorized to bind such person, group or entity to these Terms. By registering another person, group or entity you hereby represent that you are authorized to do so. NUCO reserves the right to remove or reclaim any usernames at any time and for any reason, including, but not limited to, claims by a third party that a username violates the third party’s rights and accounts inactive beyond the times set by NUCO. You agree not to create an Account or use the Service if NUCO has previously removed you, or if you have been previously banned from use of the Service, nor to designate other individuals to use an account on your behalf.
(e) Data Network and Internet Access. When you access the Service through a mobile network, your network or roaming provider’s messaging, data and other rates and fees will apply. Using certain services may be prohibited or restricted by your network provider and not all features of the Service may work with your network provider or device. The Service requires an internet connection to access internet-based features, authenticate the Service, and perform other functions. You acknowledge that you may be charged by your network service provider, and shall be responsible for any such charges, for internet access.
(f) Beta Features. NUCO may provide you with access to beta features in the Service. You are free to use them, but they are provided “AS-IS”. NUCO may include new and/or updated pre-release and trial features in the Service and such features are provided “AS-IS”. Your use of such features is at no additional cost, but you must follow additional rules or restrictions that we may place on their use.
5. Payments
You agree to pay all fees or charges that may apply to your Account based on any fees, charges, and billing terms between you and NUCO and any fees or charges that may be applicable for use of the Service as contracted separately with you or as shown on the Site. You agree and consent to NUCO’s use of third-party payment providers for billing and online payments. If you do not pay on time or if NUCO cannot charge your payment method for any reason or payment is rejected or refunded, in addition to NUCO’s other remedies, NUCO reserves the right to either suspend or terminate your access to the Service and Account and terminate these Terms. You are expressly agreeing that NUCO is permitted to bill you for any applicable fees, any applicable taxes and any other charges you may incur in connection with your use of the Service and the fees will be billed to the payment method designated on your registration with the Service.
6. Purchases and Refunds
The Services provided by NUCO are on a per-order basis. There are no long-term subscription plans or terms. There may be an initial setup fee due upon account setup, which will not be refunded and does not depend on usage thereafter. Once the Customer site is live, NUCO will charge Customer the preset amount per-order at the end of each day or Term as set forth in below Payment Terms or as otherwise agreed upon.
All sales are final. No refunds or credits for Subscription Charges or other fees or payments will be provided to Customer if Customer elects to terminate the Service. Terminating the Service may cause loss of content, features, or capacity of the Service as available to Customer under the Accounts, and NUCO does not accept any liability for such loss. NUCO reserves the right to contact Customer about special pricing if Customer maintains an exceptionally high number of requests, or creates other excessive stress on the Service. Unless otherwise set forth on an Order, NUCO’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer’s purchases hereunder. If NUCO has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides NUCO with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer is responsible for any bank charges related to Customers’ payment of any Fees incurred under this Agreement. If Customer pays by credit card, the Service provides an interface for the account owner to change credit card information (e.g. upon card renewal). The Account owner will receive a receipt upon each receipt of payment by NUCO, or they may obtain a receipt from within the Service to track subscription status. Customer hereby authorizes NUCO, or its third-party payment processor, to bill Customer’s credit card or other payment instrument on a periodic basis in accordance with the terms of the Service Plan and Order until the expiration or termination of the Term. NUCO shall have the right to increase or decrease Fees from time to time, in its sole and absolute discretion.
7. Term and Termination
The Terms commence on the date when you start using the Service and remain in full force and effect while you use the Service or, if you have purchased a set number of filings, when the quantity of filings purchased has been exhausted, unless terminated earlier in accordance with the Terms. If you want to terminate the Service, you may do so by notifying NUCO at any time. We reserve the right to terminate or suspend your account or access to the Service at any time and for any reason. It is within NUCO’s sole discretion and determination to terminate your Account for what NUCO deems to be a violation or breach of these Terms. In the event that NUCO terminates or suspends your Account, you will have no further access to your Account or anything associated with it. Termination of the Service includes (i) automatic termination of all licenses and you must immediately destroy any downloaded or printed materials (including videos); and (ii) deletion of your password and related information, files and content associated with or inside your Account (or any part thereof), except to the extent of any surviving licenses or applicable record retention requirements. NUCO will not have any liability whatsoever to you for any suspension or termination. All provisions of the Terms, which by their nature should survive, shall survive termination of the Service, including without limitation, ownership provisions, warranty disclaimers, your obligation to pay all fees and amounts owed to NUCO, and limitation of liability.
You may close your Account at any time. To do so, you must provide a written termination notice to NUCO at least 30 days before termination. You can reach out by contacting us at https://nucoboi.com/support/ . We will proceed to close your Account and send you an email confirmation.
8. Customer Obligations and Rules of Contact
In addition to your other promises and obligations, by using NUCO’s Service, you agree not to do any of the following:
This list of prohibitions provides examples and is not complete or exclusive. NUCO reserves the right to terminate access to your Account, your ability to use the Service, with or without cause and with or without notice, for any reason or no reason, or for any action that NUCO determines is inappropriate or disruptive to
this Service or to any other user of this Service or may result in harm, liability, loss or damages to NUCO, its software, technology, hardware, equipment, network, data or that of others. NUCO MAY REPORT TO LAW ENFORCEMENT AUTHORITIES ANY ACTIONS THAT MAY BE ILLEGAL, AND ANY REPORTS IT RECEIVES OF SUCH CONDUCT. WHEN LEGALLY REQUIRED OR AT NUCO ’S DISCRETION, NUCO WILL COOPERATE WITH LAW ENFORCEMENT AGENCIES IN ANY INVESTIGATION OF ALLEGED ILLEGAL ACTIVITY THROUGH THE USE OF THIS SERVICE.
7. Data Security
NUCO shall maintain commercially reasonable administrative, technical, physical, and organizational safeguards designed to protect against unauthorized or unlawful access to or use of the Service and Customer’s Data and against accidental loss or destruction of, or damage to, the Service and Customer’s Data. NUCO shall notify Customer following discovery of any breaches of security. NUCO shall reasonably cooperate with Customer to mitigate the effects of such breach of security on Customer. Upon the request of NUCO, Customer agrees to cooperate in periodically changing its passwords and take such other actions as may be reasonably necessary in order to protect against security breaches.
8. Links to Third-Party Sites
The Service may be linked to other websites and services that are not NUCO properties (collectively, “Third-Party Sites”). If you decide to use Third Party Services, your access to and use of such Third Party Services is governed solely by the terms and conditions of such Third Party Services. NUCO does not endorse and is not responsible or liable for such Third Party Services.
You acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than NUCO, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Sites. NUCO does not verify, make any representations or take responsibility for any Third-Party Site, including, without limitation, the truthfulness, accuracy, quality, timeless, or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. You irrevocably waive any claim against NUCO with respect to such Third Party Services. NUCO is not liable for any damage or loss caused by or in connection with your use of any such Third Party Services. YOU AGREE THAT NUCO WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Service to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply NUCO’s endorsement or recommendation.
9. Feedback
If you send or transmit any communications, comments, questions, suggestions, or related materials to NUCO, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Service, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and NUCO is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that NUCO is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
10. Intellectual Property Rights
(a) License for Content. “Content” means any data, information, materials, text, graphics, or images that you upload, post, or store in or to the Service. You represent and warrant that you own or have the right to use any Content, including in connection with your use of the Service. You are solely responsible for any Content. You have no obligation to provide any content to the Service, and you’re free to choose the content that you want to provide. You acknowledge that certain functionality in the Service may be dependent on the provision of Content and may not be available without such Content. By making Content available through your use of the Service, you grant NUCO a worldwide, perpetual, royalty-free, non-exclusive license to (i) host, reproduce, share, provide, distribute, communicate, sublicense, and use your Content, including to FinCen; (ii) publish or publicly display your Content, if you have made it visible to others; and (iii) modify and create derivative works based on your Content, such as reformatting, translating it, and copying and analyzing it solely for the purpose of operating, providing, and improving the Service. NUCO shall maintain reasonable security measures designed to prevent unauthorized access or loss of Content.
(b) NUCO May Monitor Content. NUCO may, but has no obligation to, monitor access to or use of the Service or Content or to review or edit any Content for the purpose of operating the Service, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. NUCO may disclose any information necessary to satisfy NUCO ’s legal obligations, protect NUCO or its customers, or operate the Service properly. NUCO , in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that NUCO considers to be unacceptable, undesirable, inappropriate, or in violation of these Terms.
(c) NUCO’s Use of Aggregated Data. You acknowledge and agree that NUCO may, among other things, create and derive anonymized and/or aggregated data related to the Service or your use of the Service that does not identify you or any individual, and use, publicize, or share with third parties such data to improve NUCO’s products and services and for its legitimate business purposes.
(d) Ownership of Service. NUCO shall own all of its Intellectual Property and Customer shall have or obtain no right, title or interest in and to NUCO’s Intellectual Property. The Service and all proprietary and intellectual property rights therein are and shall remain NUCO’s property or the property of NUCO’s licensors. Neither these Terms nor your use of the Service convey or grant to you any rights: (i) in or related to the Service except for the limited license expressly granted above; or (ii) to use or reference in any manner NUCO’s company names, logos, product and service names, trademarks or services marks or those of NUCO’s licensors. There are no licenses by implication. If you breach any of these Terms, the above license will terminate automatically and you must stop using the Service and immediately destroy any materials downloaded or printed from the Service. Subject only to limited rights to access and use the Service as expressly set forth herein, all rights, title and interest in and to the Service, software and other components of or used to provide the Service, including all related patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights, will remain with and belong exclusively to NUCO. NUCO shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback NUCO receives from Customer or Customer’s Users.
11. Disclaimer of Warranties
(a) Generally. You use the Service at your own risk. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND TO THE FULLEST EXTENT PERMITTED BY LAW, NUCO (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ASSOCIATES, PARTNERS, LICENSORS AND SUPPLIERS) DISCLAIM AND EXCLUDE ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NUCO DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
You are solely responsible for confirming that FinCEN has successfully received your filings on time. NUCO disclaims any liability or responsibility for filings that are not received by FinCEN (or that are received late) due to your mistakes, acts or omissions, events of force majeure, acts or omissions of third parties (including criminal acts and failures of service providers), the Internet, FinCEN’s network or systems, or any other cause, reason, event or circumstances outside of NUCO’s direct control. NUCO IS NOT LIABLE FOR ANY FINES OR PENALTIES ISSUED BY FINCEN WHEN USING OUR SYSTEM TO FILE FALSE OR INCOMPLETE INFORMATION TO FINCEN ABOUT A REPORTING COMPANY.
(b) Disclaimer of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE NUCO SERVICE, INCLUDING PROFESSIONAL FILERS. YOU UNDERSTAND THAT NUCO DOES NOT MAKE ANY ATTEMPT TO VERIFY THE INFORMATION PROVIDED BY, OR THE STATEMENTS OF, USERS OF THE SERVICE.
(c) Special Disclaimer regarding the Service.
NUCO is not in the business of providing legal, financial, tax, healthcare, real estate, or other professional services or advice. Consult the services of a competent professional when this type of assistance is needed. The Service is a tool, and any information contained on the Site is not to be construed as financial, legal, or professional advice.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NUCO MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE. NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM NUCO OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, NO WARRANTIES ARE MADE WITH RESPECT TO ANY TRIAL SERVICES, BETA VERSIONS, OR FREE PLAN.
12. Limitation of Liability
NOTHING IN THESE TERMS SHALL AFFECT YOUR LEGAL RIGHTS AS A CONSUMER OR EXCLUDE OR LIMIT ANY LIABILITY, WHICH CANNOT BE LEGALLY EXCLUDED, OR LIMITED.
NUCO SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, OR OTHER SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES (HOWEVER SUCH LOSSES ARE QUALIFIED), ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE SERVICE ITSELF, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NUCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SUBJECT TO THE EXCLUSIONS EXPRESSLY SET FORTH IN THIS SECTION, IN ALL EVENTS, NUCO SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID TO NUCO IN ACCORDANCE WITH THESE TERMS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID ANYTHING TO NUCO DURING SUCH TIME PERIOD, YOUR SOLE REMEDY (AND NUCO’S EXCLUSIVE LIABILITY) FOR ANY DISPUTE WITH NUCO IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NUCO AND YOU. To the extent that NUCO may not, as a matter of applicable law, disclaim any warranty or limit its liability as set forth in these Terms, the scope of such warranty, and the extent of NUCO’s liability, shall be the minimum permitted under such applicable law.
Notwithstanding anything to the contrary in this Agreement, NUCO shall have no obligations or liabilities under this Agreement to the extent a claim, damage, or liability is caused by any of the following: (i) your mistakes, acts or omissions, (ii) events of force majeure, (iii) acts or omissions of third parties, including criminal acts, (iv) NUCO’s service providers, including cloud service providers, (v) the Internet, (vi) FinCEN’s systems, (vii) a modification or alteration of the Services by you or any other actual or attempted modification or alteration by any person or entity other than NUCO or its employees, agents, or subcontractors, including the use of any unauthorized software or cloud service that you or third parties may use or employ; (viii) use of the Services by you for any purpose other than its intended purpose or contrary to instructions set forth in any documentation provided by NUCO; or (ix) your negligence or more culpable conduct, or breach of this Agreement.
EXCEPT FOR LIABILITY ARISING DUE TO ANY FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES EXCEED SUBSCRIPTION CHARGES PAID BY CUSTOMER DURING THE SIX (6) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY IN CONTRACT, TORT, OR OTHERWISE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS, REVENUE OR DATA) OR PUNITIVE DAMAGES ARISING OUT OF ANY PROVISION OF THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NUCO HAVE ANY LIABILITY FOR CLAIMS RELATING TO BUSINESS DECISIONS MADE BY CUSTOMER IN RELIANCE UPON ANY OF THE SERVICE. FOR THE AVOIDANCE OF DOUBT, NUCO SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO ANY TRIAL SERVICES, BETA VERSION, OR FREE PLAN.
13. Indemnification
13.1 You agree to indemnify and hold NUCO, its parents, subsidiaries, affiliates, officers, employees, agents, partners, licensors and successors harmless from any losses, damages, penalties, fines, costs, liabilities, and expenses (including reasonable attorneys’ fees and costs of litigation, including appeal) relating to or arising out of: (a) your use of, or inability to use, the Service; (b) your violation of the Terms; (c) your violation of any rights of another party, including any Users and, in the case of Professional Service Firms and Professional Filers, any Client Users; or (d) your violation of any applicable laws, rules or regulations. NUCO reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with NUCO in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Service.
13.2 Customer shall defend and indemnify NUCO against all liabilities, damages, losses, claims and expenses (including reasonable attorney’s fees), incurred by NUCO that arise from a third party in connection with Customer’s Data, or Customer’s use of the Service in breach of this Agreement (a “Claim Against NUCO”), to the extent that NUCO (a) promptly notifies Customer of a Claim Against NUCO; (b) to have sole control of the defense and settlement of the Claim Against NUCO (though NUCO may participate in its own defense at its own expense and provided further that Customer may not settle any Claim Against NUCO without NUCO’s consent unless the settlement unconditionally releases NUCO of all liability and does not require any payment of money by NUCO); and (c) provides Customer with the authority, information and assistance reasonably necessary for the defense and settlement of the claim at Customer’s expense. The indemnity set forth in this Section shall be your sole and exclusive remedy for any Claim Against NUCO.
14. Miscellaneous
14.1 General Provisions
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld) except that either party may assign this Agreement to an affiliate or to a successor to all or substantially all of its business or assets (whether through merger, stock sale, asset sale or other transaction) upon notice to the other party (“Change of Control Assignment”). To the extent any such Change of Control Assignment results in the assignment of this Agreement to a direct competitor of the other party, such party shall have the one-time right to immediately terminate this Agreement, which right must be exercised within thirty (30) days of such party’s receipt of notice of such Change of Control Assignment. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. This Agreement, including any exhibits and addenda hereto and all order forms, when executed, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by both parties. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any order form, the terms of such exhibit, addendum or order form shall prevail. Any additional, inconsistent or conflicting terms and conditions contained in any purchase order (“PO”) issued by Customer shall be of no force or effect, regardless of any statement in a PO to the contrary and even if the PO is signed or accepted by NUCO. Should any term, covenant, or provision hereof, or the application thereof, be determined by a valid, final, non-appealable order to be invalid or unenforceable, the remaining terms, covenants, or provisions shall continue in full force and effect without regard to the invalid or unenforceable provision. In such event, such term, covenant, or provision shall be deemed modified to impose the maximum duty permitted by law and such term, covenant or provision shall be valid and enforceable in such modified form as if separately stated in and made a part of this Agreement. The headings of each section contained herein are provided only for convenience of reference and form no part of the substantive agreement of the Parties. All rights and obligations of the parties that by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of the Agreement. The Service is subject to United States export controls. The Service may not be downloaded or otherwise exported or re-exported in violation of United States export laws. Customer is downloading and using the Service at Customer’s own risk. Notwithstanding the foregoing, NUCO may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. In such event, NUCO shall notify Customer not less than thirty (30) days prior to the effective date of any such amendment and Customer’s continued use of the Service following the effective date of any such amendment may be relied upon by NUCO as Customer’s consent to any such amendment. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. All notices related to this Agreement shall be in writing. Neither party shall be responsible for delays or performance failures that are caused from events that are beyond their reasonable control and without its fault or negligence, including, without limitation, acts of God, nature, riots, acts of war, fire or earthquake (“Force Majeure Event”). In no event shall this Agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods. There are no third party beneficiaries to this Agreement. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. The Service and all accompanying documentation are “commercial items,” developed exclusively at private expense; consisting of “commercial computer software” and “commercial computer software documentation” as such terms are defined in the applicable acquisition regulations. If Customer is the U.S. Government or any agency or department thereof (“Government”), Government agrees that the Service and the documentation are licensed hereunder (a) only as a commercial item, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement. This Agreement will in all respects be governed by, interpreted, construed and enforced in accordance with the laws of the State of Texas, without giving effect to its choice of law rules. The parties further specifically agree that any action or proceeding arising out of or in connection with this Agreement will be in a federal or state court of appropriate venue and subject matter jurisdiction located in the State of Texas. The Parties agree to waive the right to a trial by jury as to all disputes. All required notices will be delivered by reputable overnight delivery service and by e-mail to the addresses set forth on the Order with a copy sent to the CEO of NUCO, to NUCO’s address as specified on https://www.NUCO.com/about and such notices shall be effective if dispatched by hand (which shall be deemed given upon delivery), e-mail, or reliable overnight delivery service (which shall be deemed given on business day after mailing. NUCO may use Customer’s name and logo and disclose the nature of the Services provided hereunder in NUCO’s business operations and marketing efforts, including, without limitation its website. Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this Agreement shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law and the parties hereby waive any objection to the contrary.
14.2 Publicity
During the Term, NUCO shall have the right to reproduce and display Customer’s trademarks on NUCO’s website and marketing materials for purposes of identifying Customer as a NUCO customer.
15. Privacy;
Please review our privacy policy (“Privacy Policy”), which explains how we use information that you submit to NUCO . The Privacy Policy is hereby incorporated by reference.
16. Modifications
(a) Modifications to the Terms. NUCO can change, update, or add or remove provisions of these Terms at any time by prompting you to accept an updated or new version of these Terms. If you do not agree with any of the updated Terms, you must stop using the Service. If you stop using the Service and have prepaid for unused reports, you may contact NUCO to discuss your objections to the updated Terms and how to obtain a refund. In lieu of a refund, NUCO may instead agree that the Terms you originally agreed to will continue to apply to your use of the Service for those prepaid reports and that you have no further right to use the Service once those prepaid reports.
(b) Changes and Updates to the Service. NUCO may make changes to the Service at any time, without notice. If you object to any changes to the Service, your sole recourse will be to cease using it. We also reserve the right to discontinue the Service at any time without notice. We will not be liable to you or any third-party should we exercise our right to modify or discontinue the Service.
(c) New Features. Certain features of the Service may be subject to additional terms of service, which shall be presented to you when you select such features. By accepting such terms or using the features, you agree to be bound by the additional terms of use applicable to such features. In the event that any of the additional terms of use governing such area conflict with these Terms, the additional terms will govern.
17. Electronic Communications
The communications between you and NUCO use electronic means, whether you visit the NUCO Site or send NUCO e-mails, or use the Service or whether NUCO posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from NUCO in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that NUCO provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. Where NUCO requires that you provide an e-mail address; you are responsible for providing NUCO with your most current e-mail address. In the event that the last e-mail address you provided to NUCO is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, NUCO ’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
18. Consumer Notice
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Service is provided by NUCO Filings Corp., 200 BLVD of the Americas Suite 104B Lakewood NJ 08701 . If you have a question or complaint regarding the Service, please contact NUCO’s Support Team at https://nucoboi.com/support/. California residents may reach the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
19. Local Laws
NUCO controls and operates the Service from its headquarters in the United States of America and it may not be appropriate or available for use in other locations. If you use the Service outside the United States of America, you are responsible for following applicable local laws.
20. General
These Terms, together with our Privacy Policy, and any additional terms that we may make available from time to time through our Internet properties, constitute the entire agreement between you and NUCO regarding your use of our Service and supersede and replace any prior written or oral agreements regarding the foregoing. Our failure to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision. If any provision of the Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. Neither the rights nor obligations arising under these Terms are assignable by you. Any such attempted assignment or transfer shall be void and without effect. We may assign our rights under these Terms without restriction.
21. Contact Us
If you have any questions about these Terms or otherwise need to contact NUCO for any reason, you can reach us from our Support page https://nucoboi.com/support/.