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IncorpoWrap — TERMS OF SERVICE
By accessing, browsing, or using any website, mobile app, online portal, form, template, webinar, consultation, filing solution, subscription, or any other product or service (collectively, the “Services”) made available by IncorpoWrap LLC (“IncorpoWrap,” “we,” “us,” or “our”), or by clicking an “I Agree,” “I Accept,” or similar button, or by signing electronically or physically, I confirm that I have carefully read, understand, and agree to be legally bound by these Terms of Service (the “Terms”), along with any related policies, guidelines, or pricing schedules. I acknowledge that these Terms constitute a binding agreement between myself and IncorpoWrap. If I do not agree to all of these Terms, I must not access or use the Services.
1. No Attorney–Client Relationship; No Legal, Tax, or Financial Advice
I acknowledge and agree that IncorpoWrap is not a law firm, legal practice, accounting firm, or licensed professional advisory organization. IncorpoWrap’s employees and representatives—including customer support personnel who are not licensed professionals—do not represent me and do not establish an attorney–client, accountant–client, fiduciary, or similar professional relationship. Any information, documents, templates, forms, checklists, FAQs, videos, articles, AI-generated materials, or other resources provided through the Services are offered solely for general informational and self-help purposes. These materials are not a substitute for personalized advice from a licensed professional qualified in the applicable jurisdiction. I remain solely responsible for obtaining appropriate legal, tax, financial, or other professional guidance regarding my specific circumstances.
I further understand that IncorpoWrap does not evaluate my responses for legal adequacy, interpret laws, render legal opinions, or apply legal principles to my particular facts. My use of the Services is strictly for self-representation purposes.
2. BINDING INDIVIDUAL ARBITRATION; LIMITATION OF REMEDIES
I UNDERSTAND AND AGREE THAT THESE TERMS REQUIRE ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS TO BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS. I WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN CLASS, COLLECTIVE, OR REPRESENTATIVE ACTIONS. MY AVAILABLE REMEDIES ARE LIMITED AS DESCRIBED IN THE ARBITRATION PROVISIONS SET FORTH IN SECTION 17 BELOW.
3. No Reliance on Informal Communications
If I believe that any IncorpoWrap employee or representative has provided guidance or commentary regarding legal rights, tax implications, accounting matters, regulatory obligations, strategy, or financial considerations—either before or after purchase—I agree that (a) such statements will be disregarded; (b) I will not rely on them for any purpose; and (c) any purchase allegedly made in reliance on such communications may be voided at IncorpoWrap’s sole discretion.
4. Limited Review Scope; Responsibility for Final Documents
IncorpoWrap’s review of the information I submit is strictly limited to: (i) confirming that required fields appear complete, (ii) correcting obvious typographical or formatting errors, and (iii) checking for internal consistency of names, dates, and addresses. IncorpoWrap does not verify the accuracy of my information and does not warrant that any document produced through the Services will be legally valid or enforceable. I acknowledge that I am fully responsible for reviewing every document for correctness and completeness before signing, submitting, filing, or relying upon it, and I accept all risks and consequences associated with my use of such documents.
5. User Representations, Warranties, and Commitments
I represent, warrant, and agree that:
6. Electronic Signatures, Records, and Communications
I authorize IncorpoWrap, its affiliates, and authorized service providers to: (i) use electronic signatures where necessary or appropriate to complete filings or submissions; (ii) communicate with me electronically, including via email, SMS, push notifications, website notices, or in-app messages; and (iii) maintain electronic records in place of paper copies. I may revoke my consent to electronic signatures before a filing is submitted by contacting Customer Support at +1 (206) 434-3873. I understand that revocation may delay or prevent completion of the Services and will not affect actions already taken.
7. Text Messaging
By providing my mobile phone number to IncorpoWrap or opting in through IncorpoWrap’s website, forms, checkout process, or other interfaces, I consent to receive SMS and/or MMS messages from IncorpoWrap, including transactional, account-related, and promotional communications. Consent to receive text messages is not required as a condition of purchase. I further acknowledge and agree that:
Message delivery depends on your wireless carrier’s network availability and service quality. Mobile carriers are not responsible for messages that are delayed, blocked, or not delivered.
I confirm that I am either the owner or the regular authorized user of the phone number I provide, and that I am at least eighteen (18) years old, or the legal age of majority in my place of residence.
IncorpoWrap processes personal information in accordance with its Privacy Policy. The content of text messages, along with related technical data (such as timestamps and delivery status), may be handled by IncorpoWrap and its authorized service providers for the purpose of operating the messaging program and complying with applicable legal requirements.
IncorpoWrap reserves the right to change, suspend, or terminate the text messaging program, or to update these Text Messaging Terms, at any time. Any revisions will become effective upon posting alongside the Terms of Service hooked to these Terms, and continued participation after such updates signifies acceptance of the revised terms.
If you have questions regarding these Text Messaging Terms, please contact us at support@incorpowrap.com.
8. Disclaimer of Warranties
THE SERVICES, TOGETHER WITH ALL ASSOCIATED CONTENT AND MATERIALS, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE BROADEST EXTENT ALLOWED BY APPLICABLE LAW, IncorpoWrap EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. IncorpoWrap DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR BE FREE FROM SECURITY VULNERABILITIES. IncorpoWrap MAKES NO REPRESENTATIONS OR ASSURANCES REGARDING RESULTS OR OUTCOMES, INCLUDING—WITHOUT LIMITATION—the APPROVAL OF BUSINESS FILINGS, THE ISSUANCE OF LICENSES OR INTELLECTUAL PROPERTY RIGHTS, OR THE SUCCESS OR EFFECTIVENESS OF ANY LEGAL, TAX, OR COMPLIANCE STRATEGY.
9. Limitation of Liability
(a) Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IncorpoWrap AND ITS CURRENT, FORMER, AND FUTURE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, INDEPENDENT CONTRACTORS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND AGENTS (COLLECTIVELY, THE “IncorpoWrap PARTIES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF A IncorpoWrap PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Maximum Aggregate Liability. TO THE EXTENT LIABILITY CANNOT BE DISCLAIMED, THE TOTAL AGGREGATE LIABILITY OF THE IncorpoWrap PARTIES FOR ALL CLAIMS, LOSSES, OR DAMAGES ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE GREATER OF: (i) THE AMOUNT ACTUALLY PAID BY ME TO IncorpoWrap FOR THE PARTICULAR PRODUCT OR SERVICE THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (ii) ONE HUNDRED UNITED STATES DOLLARS (US $100).
(c) Statutory Limitations. CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF SPECIFIC TYPES OF DAMAGES. IN SUCH CASES, THE ABOVE LIMITATIONS SHALL APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
10. Indemnification
10. Indemnification
I agree to defend, indemnify, and hold harmless IncorpoWrap and its past, present, and future officers, directors, members, managers, shareholders, employees, contractors, affiliates, licensors, service providers, and agents (collectively, the “IncorpoWrap Parties”) from and against any and all claims, actions, demands, proceedings, causes of action, losses, liabilities, damages, judgments, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to: (i) my breach or alleged breach of these Terms; (ii) my violation of any applicable law, regulation, or the rights of any third party; (iii) any information, data, content, or materials I submit, upload, transmit, or provide through the Services; or (iv) my gross negligence, willful misconduct, or fraud. IncorpoWrap reserves the right, at my expense, to assume the exclusive defense and control of any matter subject to indemnification, and I agree to cooperate fully with IncorpoWrap in asserting any available defenses.
11. Incorporation of Site Policies
My access to and use of IncorpoWrap’s websites, applications, portals, and Services are also governed by IncorpoWrap’s Terms of Use, Privacy Policy, Cookie Notice, and any other policies, disclosures, or notices posted on the applicable website or provided in connection with the Services (collectively, the “Site Policies”). All such Site Policies are hereby incorporated into these Terms by reference as if fully set forth herein. In the event of a conflict between these Terms and any Site Policy, these Terms shall control unless expressly stated otherwise.
12. Supplemental Product-Specific Terms
Certain products or services offered by IncorpoWrap—including, without limitation, registered agent services, subscription plans, installment or recurring payment arrangements, AI-powered tools, government filing packages, tax-related services, or other specialized offerings—may be subject to additional or supplemental terms, conditions, agreements, disclosures, or policies (“Supplemental Terms”). Where applicable, such Supplemental Terms are incorporated herein by reference and form part of this agreement. By purchasing or using any such product or service, I acknowledge that I have reviewed, understand, and agree to be bound by the applicable Supplemental Terms, which shall govern in the event of any inconsistency with these Terms as to that specific product or service.
13. Third-Party Services, Content, and Links
The Services may reference, integrate with, or provide access to third-party websites, platforms, tools, services, content, or resources that are not owned or controlled by IncorpoWrap (“Third-Party Services”). IncorpoWrap does not endorse, control, or assume responsibility for any Third-Party Services, including their availability, accuracy, content, privacy practices, or terms. My use of any Third-Party Services is at my own risk and is subject solely to the terms and policies of the applicable third party. IncorpoWrap shall have no liability arising from or relating to my use of, or reliance on, any Third-Party Services.
The Services may connect to, embed, or otherwise enable access to third-party websites, platforms, software tools, APIs, databases, government systems, payment processors, logistics providers, or other external services (collectively, “Third-Party Services”). IncorpoWrap does not own, operate, manage, or supervise any Third-Party Services and assumes no responsibility for their availability, performance, security, or content. MY USE OF ANY THIRD-PARTY SERVICES IS SOLELY AT MY OWN DISCRETION AND RISK AND IS GOVERNED EXCLUSIVELY BY THE TERMS, CONDITIONS, AND PRIVACY PRACTICES OF THE APPLICABLE THIRD PARTY. IncorpoWrap EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING FROM OR RELATED TO THE ACTS, OMISSIONS, ERRORS, OR FAILURES OF ANY THIRD-PARTY SERVICE.
14. Forward-Looking Application of Terms
These Terms govern all IncorpoWrap products and services that I purchase or use, whether now or in the future, unless and until IncorpoWrap issues updated terms that expressly replace or supersede these Terms. Continued use of the Services after any such update constitutes acceptance of the revised terms.
15. Refunds and Cancellations
All requests for refunds or cancellations are subject to IncorpoWrap’s refund and cancellation policy in effect at the time of purchase. Except where (a) IncorpoWrap’s applicable policy states otherwise; (b) IncorpoWrap materially fails to deliver the Services as agreed; or (c) a longer refund period is required by applicable law, no refunds, reversals, or credits will be granted for requests submitted after 11:59 p.m. on the third business day following the purchase date of any product or service.
16. Abandoned and Inactive Orders
If I do not provide the information, documentation, or approvals reasonably requested by IncorpoWrap within one hundred twenty (120) days from IncorpoWrap’s initial request, IncorpoWrap may, at its sole option, treat the order as abandoned. In such event, IncorpoWrap may discontinue further work, close the order, and retain all amounts paid as liquidated damages, reflecting IncorpoWrap’s good-faith estimate of administrative costs incurred and business opportunities forgone.
17. Account Security; Service Suspension or Termination
I am entirely responsible for safeguarding my login credentials and for all actions taken through my account, whether authorized by me or not. IncorpoWrap may, without advance notice and without liability, suspend, limit, or permanently terminate my access to some or all of the Services if, in IncorpoWrap’s reasonable discretion: (a) my account is suspected of involvement in fraudulent, unlawful, abusive, or unauthorized conduct; (b) such action is required to comply with applicable law, regulation, or legal process; or (c) suspension or termination is necessary to protect the security, reliability, or integrity of the Services or IncorpoWrap’s business. While my access is suspended, IncorpoWrap may withhold filings, submissions, or transmissions to me or to governmental agencies without responsibility for delay or non-performance.
18. Mandatory Individual Arbitration; Waiver of Class Actions
PLEASE REVIEW THIS SECTION CAREFULLY. UNLESS EXPRESSLY ALLOWED BELOW, BOTH I AND IncorpoWrap AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY BETWEEN US SHALL BE RESOLVED SOLELY THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS. BY ACCEPTING THESE TERMS, I AND IncorpoWrap EACH WAIVE THE RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT, TO A JURY TRIAL, AND TO JOIN OR INITIATE ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR ARBITRATION—EXCEPT WHERE A VALID OPT-OUT IS TIMELY EXERCISED AS DESCRIBED IN SECTION 15(G) BELOW.
A. Waiver of Class, Collective, and Representative Actions. You and IncorpoWrap agree that any dispute between us must be brought and resolved only in an individual capacity. Neither you nor IncorpoWrap may commence, participate in, or seek to recover relief through any class arbitration, class action, private attorney general action, or other proceeding in which claims are asserted on behalf of others or in a representative role. For purposes of this section, the terms “IncorpoWrap,” “you,” and “we” include each party’s respective affiliates, parents, subsidiaries, predecessors, successors, assigns, officers, directors, employees, agents, shareholders, business partners, and any persons or entities who use, benefit from, or are associated with IncorpoWrap’s services or products—whether authorized or unauthorized—including, without limitation, individuals identified in estate-planning or similar documents.
B. Arbitrable Matters and Exceptions
Except as expressly stated below, any dispute that is not resolved through the informal resolution process described in Section 15(c) must be submitted to binding arbitration. Notwithstanding the foregoing, either party retains the right to:
“Dispute” refers to any disagreement, claim, or controversy of any kind—whether arising under contract, tort, statute, regulation, fraud, misrepresentation, or any other legal or equitable theory—that is connected to or results from these Terms, IncorpoWrap’s products or services, marketing or advertising practices, privacy or data-security matters, or your access to or use of IncorpoWrap’s website. This definition applies regardless of when the claim first arose (including before or after your acceptance of these Terms) and regardless of whether the claim is asserted individually or was previously included in a proposed class action in which you were not a certified class member.
C. Pre-Arbitration Informal Resolution and Notice
As a condition precedent to initiating arbitration, the party asserting a Dispute must first provide written notice to the other party and allow a thirty (30) day period for the parties to attempt to resolve the matter through informal discussions.
Any applicable statute of limitations and filing or administrative fee deadlines shall be paused for the duration of the thirty (30) day informal resolution period described above.
D. Initiating Arbitration
If the Dispute is not resolved within thirty (30) days following proper notice, either party may initiate confidential and binding arbitration by submitting the matter to the American Arbitration Association (“AAA”) to be heard and decided by a single neutral arbitrator.
E. Powers and Authority of the Arbitrator
This arbitration provision is governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq. In accordance with the FAA, these Terms, and the applicable AAA rules, the arbitrator shall have sole and exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any challenge to its validity. The arbitrator may grant any remedy that would be available in a court of law, but only on an individual basis. The arbitrator is expressly prohibited from combining claims or conducting any class, collective, or representative proceeding.
F. Confidentiality and Information Exchange
The arbitrator shall permit reasonable discovery or exchange of non-privileged information that is relevant to the dispute. Upon request by either party, the arbitrator will issue protective orders or impose confidentiality requirements as necessary to protect sensitive, proprietary, trade-secret, or confidential materials from public disclosure.
G. Arbitration Fees and Costs
Administrative fees and arbitrator compensation shall be assessed in accordance with the American Arbitration Association’s then-current fee schedules.
H. Right to Opt Out of Arbitration
You may decline to be bound by this arbitration provision by delivering a signed, written notice titled “Notice of Arbitration Opt-Out” via U.S. certified mail to the address identified in Section 15(c) above within thirty (30) days of your initial acceptance of these Terms. The notice must include your full legal name and mailing address and must clearly state your intent to opt out of arbitration. If you validly opt out, disputes will be resolved as described in Section 18 below, on an individual basis only.
If any provision of this arbitration clause is determined to be unlawful, invalid, or unenforceable, that specific provision shall be removed, and the remaining portions shall remain valid and enforceable to the fullest extent permitted by law. If a dispute is required to proceed on a class-wide, collective, consolidated, or representative basis, such matter shall be resolved exclusively in a court of competent jurisdiction, and any related individual claims shall be stayed pending resolution. Claims seeking public injunctive relief are excluded from arbitration and must be brought in court as separate proceedings.
J. Enforcement of Arbitration Decisions
Exclusive jurisdiction for confirmation, enforcement, or vacatur of any arbitration award issued under this agreement shall lie with the state or federal courts located in Salt Lake County, Utah.
19. Governing Law
These Terms, and any dispute or claim arising out of or relating to them, are governed by the laws of the State of Utah, without giving effect to any conflict-of-law rules, except where preempted by applicable federal law.
20. Fees, Payments, and Installment Arrangements
I agree to pay all amounts due in connection with the Services, including service fees, applicable taxes, governmental charges, and third-party costs. If I elect to participate in a payment installment plan, I authorize IncorpoWrap to automatically charge each scheduled installment to my selected payment method on or after the applicable due date. Missed, rejected, or late payments may result in immediate acceleration of remaining balances, suspension of Services, collection actions, credit reporting where permitted by law, and assessment of reasonable late fees not exceeding statutory limits.
21. Government Charges and Out-of-Pocket Costs
Any government filing fees quoted by IncorpoWrap are estimates based on publicly available fee schedules in effect at the time of purchase and may change without notice. I acknowledge and agree that I am responsible for any increases in governmental fees or additional disbursements required to complete a filing or submission on my behalf.
22. Limited Authorization to Act
In connection with entity formation, intellectual property filings, or similar administrative Services, I hereby appoint IncorpoWrap, or its designated agent, as my limited authorized representative solely for the purpose of preparing, executing, submitting, and filing documents; remitting required fees; communicating with applicable governmental agencies; and performing related ministerial acts reasonably necessary to complete the requested Service. This limited authorization automatically terminates upon completion of the applicable Service.
23. Product Delivery and Assumption of Risk
All tangible goods are shipped FOB origin. Ownership and risk of loss pass to you once the shipment is tendered to the carrier. IncorpoWrap bears no responsibility for shipping delays, missing packages, carrier errors, customs clearance issues, or similar delivery disruptions. For electronically delivered items, delivery is deemed complete at the moment IncorpoWrap makes the applicable document or digital file available for access or download.
24. Force Majeure
IncorpoWrap shall not be responsible for any inability to perform, or delay in performance, resulting from circumstances beyond its reasonable control, including but not limited to natural catastrophes, public health emergencies, labor stoppages, armed conflict, terrorism, civil unrest, governmental orders or restrictions, embargoes, power or utility failures, or disruptions to telecommunications, internet infrastructure, or third-party service providers.
25. Notices
All formal legal notices under these Terms must be sent either by certified United States mail (return receipt requested) or by a nationally recognized overnight delivery service to the address below:
IncorpoWrap, LLC
Attn: Legal Department
64 Harry Place
Seattle, Washington 98101
For courtesy purposes only, a copy may also be emailed to legal@incorpowrap.com.
Notice shall be considered effective upon confirmed receipt, or upon the initial delivery attempt if acceptance is refused.
26. Reservation of Rights; Service Refusal or Cancellation
All rights not expressly granted under these Terms are expressly reserved by IncorpoWrap. IncorpoWrap may, at its discretion and consistent with applicable law, decline to provide, suspend, terminate, or cancel any Service or order at any time, with or without notice, and may issue refunds where appropriate.
27. Use of Artificial Intelligence and Machine Learning Technologies
IncorpoWrap may utilize internally developed or third-party artificial intelligence (“AI”) and machine-learning technologies to assist in providing the Services or generating informational content. Outputs produced by such systems may contain errors, reflect bias, or become outdated over time. I acknowledge and agree that I bear full responsibility for independently reviewing, validating, and determining the suitability of any AI-generated materials before relying upon them.
28. Assignment
IncorpoWrap may freely assign, transfer, or delegate these Terms, in whole or in part, without prior notice. I may not assign, delegate, or transfer any rights or obligations under these Terms without IncorpoWrap’s express written approval, and any attempted assignment in violation of this Section is null and void.
29. Survival
All provisions that by their nature should continue after termination, including but not limited to Sections 2–9, 14–18, 20–23, 26–28, shall survive the expiration or termination of these Terms for any reason.
30. Severability; Waiver; Headings
If any term or provision of these Terms is determined to be invalid, unenforceable, or unlawful, such provision shall be severed, and the remaining provisions shall continue in full force and effect. IncorpoWrap’s failure to enforce any right or provision shall not operate as a waiver of future enforcement. Headings are included solely for reference convenience and carry no legal significance.
31. Entire Agreement; Modifications
These Terms, together with any applicable Supplemental Terms, represent the complete and exclusive agreement between IncorpoWrap and me regarding the Services and replace all prior or contemporaneous agreements, representations, or understandings. IncorpoWrap may revise these Terms at any time by publishing an updated version on its website or through the Services. Any such changes apply prospectively, and continued use of the Services following the effective date constitutes acceptance of the updated Terms.
BY ACCESSING OR USING THIS WEBSITE OR ANY OF THE SERVICES, I CONFIRM THAT I HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE.
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