Terms of Use
Last Updated: November 6th 2024
Welcome to Memphis Incorporation Services Inc. By accessing or using our website, purchasing our Products and/or Services, or utilizing any of our auxiliary features, you (“Customer”‚ ”you”, or “your”) agree to these Terms of Use (the “Terms”), which constitute a legally binding agreement between you and Memphis Incorporation Services Inc (“MIS”), its subsidiaries, affiliates, successors, and assigns. Unless there is a separate, fully-executed contract governing the purchase of any Products or Services we provide, these Terms shall govern all purchases, transactions, and interactions with our website, Products, and Services. If you do not agree to these Terms, please discontinue use immediately.
MIS operates exclusively as an online company. Our corporate address is designated for receiving mail and correspondence only. In-person visits are not part of our business process, and we cannot accommodate such requests.
BY USING THE WEBSITE, ENGAGING MIS´s SERVICE(S), PURCHASING MIS´s PRODUCT(S) AND/OR SERVICE(S), REQUESTING THAT MIS CONTACT YOU ABOUT ITS PRODUCTS AND/OR SERVICES, AND/OR PARTICIPATING IN MIS´s TEXT MESSAGE PROGRAM, YOU SIGNIFY YOUR AGREEMENT TO THESE TERMS.
MIS´s Privacy Policy and Refund Policy present in this website apply to your use of MIS´s website, all products and services provided by us, your request that MIS contact you about its products and/or services, and/or your participation in MIS´s Text Message Program, and its terms are made a part of these Terms. By using MIS´s website, engaging our service(s), purchasing our product(s) and/or service(s), requesting that MIS contact you about its products and/or services, and/or participating in MIS´s Text Message Program, you acknowledge you have reviewed MIS´s Privacy Policy and Refund Policy and agree to their respective terms.
1. Scope and Nature of Products and Services
MIS provides pre-established, ready-made corporate entities (each a “Product”), as well as incorporation services, business plan preparation services, and other business consulting services. Products and Services are sold and delivered by MIS, with documentation sent via certified mail and/or electronically by email to the address provided by the Customer at the time of purchase.
2. Acceptance of Terms
By using our website and/or purchasing our Products and/or Services, you signify your agreement to these Terms, MIS´s Privacy Policy and Refund Policy, and all applicable laws. If you do not accept these Terms, please cease using our website and refrain from purchasing our Products.
3. Modifications to Terms
MIS reserves the right to update or modify these Terms at any time. Your continued use of the website and/or Products and/or Services after any changes are posted will constitute your acceptance of such changes. It is your responsibility to regularly review these Terms and keep informed of any updates.
4. Products and Services
A. Products
Our Products are ready-made corporate entities sold as-is. MIS provides documentation, including transfer and ownership records, with delivery via certified mail and/or electronically by email. All information related to these entities is provided to the best of our knowledge and available records but may be subject to verification with respective state agencies.
B. Services
Incorporation Services, Business Plan Preparation Services, and other Corporate Consulting Services we provide are non-refundable and provided on an ‚ “as-is” basis, with no guarantees or warranties regarding their effectiveness or results.
5. Limitation of Liability and Disclaimer of Warranties
A. Disclaimer of Warranties
MIS provides the website and Products and/or Services, on an “as-is” and “as-available” basis. MIS makes no representations or warranties of any kind, express or implied, regarding the operation of the website or the information, content, materials, products, or services included or otherwise made available to you through the website. You expressly agree that your use of the website, Products and/or services is at your sole risk.
B. Limitation of Liability
To the fullest extent permitted by law, MIS, its affiliates, officers, directors, employees, agents, licensors, and service providers shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the website, Products, or Services; (ii) any conduct or content of any third party on the website; (iii) any content obtained from the website; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not we have been informed of the possibility of such damage. In no event shall MIS´s liability exceed the amount paid by you for the Product or Service giving rise to the claim.
6. Refunds, Cancellations, and Chargebacks
A. Refund Policy
ALL SALES ARE FINAL. NO REFUNDS, NO EXCHANGES. Due to the intrinsic nature of our products and services, all fees are non-refundable, and purchases cannot be canceled, nor partially delivered. Store credit, if issued at our discretion, is valid for six months.
B. Disputes Over Payments
Any payment disputes must be raised with us directly. Unauthorized chargebacks or refunds without prior notice may result in account termination and potential legal action.
7. Dispute Resolution and Arbitration
A. Mandatory Arbitration and Class Action Waiver
By agreeing to these Terms, you agree that any dispute or claim arising from or relating to these Terms or your use of the website, Products, or services will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.
Class Action Waiver
You and MIS agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.
B. Arbitration Procedure
Arbitration will be conducted through FairClaims.com, with proceedings conducted solely by written submission, without any requirement for physical presence. MIS will reimburse you up to $300 of your arbitration filing fee. The arbitrator shall have exclusive authority to resolve all disputes, including the interpretation, applicability, or enforceability of these Terms.
The arbitrator shall not, under any circumstance, be authorized to award punitive or exemplary damages against MIS. You agree that the Website Terms involve commerce under 9 U.S.C. §§ 1 et seq. and that this Arbitration Clause is governed by federal law, including the Federal Arbitration Act. The remainder of the Website Terms is governed by the laws of the State of Colorado.
8. Ownership, Intellectual Property, and Use Restrictions
All content on the website, including trademarks, logos, graphics, text, and underlying technology, is proprietary to MIS or our licensors. Unauthorized use, reproduction, distribution, or modification of this content is strictly prohibited. MIS reserves all rights not expressly granted in these Terms.
9. Compliance with Laws and Regulations
A. Legal Capacity
By purchasing our Products, you represent that you have the legal capacity to enter into binding agreements and that you are purchasing our Products and Services in compliance with all relevant state and federal laws.
B. Compliance with Local Laws
You are responsible for complying with all applicable local laws regarding your use and registration of the Product and/ Service, including any annual reporting or fees required by the state where the entity is incorporated.
C. Use Restrictions
Our Products and Services may not be used for illegal purposes, including fraud, tax evasion, or other prohibited activities. Misuse of our Products may result in account termination and may be reported to relevant authorities.
10. Privacy Policy and Data Handling
This Privacy Policy is incorporated into the Terms of Use of Memphis Incorporation Services Inc (“MIS”) and governs your use of our website, products, and services. By using MIS’s services, you agree to the data collection, usage, and retention terms outlined below.
10.1 Information We Collect
Personal Information: Includes your name, email, phone number, mailing address, payment information, and identification numbers. Non-Personal Information: Includes device data, browsing activity, and analytics. Third-Party Information: Data obtained through lawful means, including public records and partners.
10.2 Data Retention Policy
We retain data for one year from the date of your last interaction. After this period, MIS is not responsible for maintaining or providing access to data. Customers must retain their own copies of important documents.
10.3 Security Measures
We implement reasonable measures to protect your information but cannot guarantee complete security. You agree to hold MIS harmless for breaches beyond our control.
10.4 Your Responsibilities
By using our services, you agree to: Provide accurate and up-to-date information; Retain your own records and documents; Accept full responsibility for any actions or misuse of your account.
11. Electronic Notices and Transactions
You agree to transact with MIS electronically. This means you agree to accept any terms and conditions and to transact any business with us by electronic means, which includes receiving all documents in HTML or PDF format and communicating over the Internet. You certify that you are at least 18 years of age and have access to the Internet to receive MIS´s services, to request that MIS contact you about its services, to participate in MIS´s Text Message Program, and to view, print, and retain all documentation.
You authorize MIS to send you important notices about the website and any pending transactions to an email address you provide to us if you are a client of MIS or have requested that we contact you about our services. It is your duty to keep your email address up to date and to maintain a valid email address, ensuring that emails we send are not blocked by spam filters or other email software.
12. Indemnification
You agree to indemnify, defend, and hold harmless MIS, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys´ fees) arising from or relating to your violation of these Terms or your use of the website, Products, or Services, including, but not limited to, any use of the website´s content, services, and Products other than as expressly authorized in these Terms or your use of any information obtained from the website.
13. Governing Law and Jurisdiction
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to any choice or conflict of law provision or rule. Each party irrevocably agrees that the courts of Colorado shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.
14. Entire Agreement
These Terms, together with any separate, fully-executed contract, constitute the entire agreement between you and MIS regarding the use of the website, Products, and Services, superseding any prior agreements between you and MIS relating to such use. Any other agreements, understandings, or communications, whether oral or written, are superseded by these Terms unless explicitly stated otherwise.
15. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, the remaining provisions shall continue in full force and effect.
16. Force Majeure
MIS shall not be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, government action, natural disaster, or labor disputes.
17. Contact Information
If you have any questions about these Terms or our products and/or services, please contact us at:
Memphis Incorporation Services Inc
1325 Autumn Ave #40501
Memphis, TN 38104
Email: [email protected]
Please note: MIS will not accept any in-person visits or walk-in inquiries at our address, as we are an online-only company.
18. Independent Contractor Agreement and Acknowledgment
This section applies to all individuals, entities, or companies that provide, have provided, or will provide any type of product or service to Memphis Incorporation Services Inc (“MIS”) and who do not have a separate, fully executed contract with MIS specifically governing the terms of that product or service. This section does not apply to customers or casual visitors to MIS´s website. For all applicable parties, the following terms constitute the Independent Contractor Agreement and Acknowledgment as part of the Terms of Use, binding them to the independent contractor terms and conditions outlined below:
A. Independent Contractor Status
By engaging with MIS in any capacity‚ whether as a service provider, consultant, sales representative, or other role‚ you (“Contractor”) acknowledge and agree that you act strictly as an independent contractor. No employee, partnership, joint venture, or agency relationship is created by this Agreement or by any engagement with MIS, and Contractor shall not represent themselves as an employee or authorized agent of MIS.
B. No Authority to Bind
Contractor has no authority to act on behalf of MIS, bind MIS in any manner, or represent MIS to any third party unless explicitly authorized in writing. All actions, obligations, and representations by Contractor are undertaken solely at their own discretion and risk.
C. Sole Responsibility for Taxes and Benefits
Contractor is solely responsible for all federal, state, and local tax obligations, insurance requirements, and expenses associated with their work for MIS. MIS shall not withhold or contribute to any employment benefits, taxes, or insurance on behalf of Contractor. Any compensation provided by MIS will be reported on Form 1099 as appropriate.
D. Expenses and Risks
Contractor assumes full responsibility for all business costs, risks, and expenses incurred in performing their duties. MIS will not reimburse Contractor for any expenses related to Contractor´s work. Contractor understands and agrees that all operational costs, equipment, and risks of performance are solely Contractor´s responsibility.
E. Compliance with Laws and Representations
Contractor represents that they are in business for themselves, have the authority to act as an independent contractor, and will perform services in compliance with all applicable laws, including tax obligations. Contractor shall indemnify and hold MIS harmless from any claims, liabilities, or legal fees arising from Contractor´s failure to meet legal or tax obligations.
F. Indemnification and Limited Liability
Contractor agrees to indemnify, defend, and hold harmless MIS, its affiliates, officers, directors, employees, agents, and assigns from any claims, damages, or liabilities arising from Contractor´s actions, negligence, or breach of this Agreement. Contractor shall assume sole responsibility for any loss, liability, or costs associated with their role. MIS´s liability to Contractor for any disputes arising out of this relationship shall not exceed the amount of compensation paid to Contractor.
G. Confidentiality and Non-Disclosure
Contractor agrees to keep all communications, information, and data related to MIS´s operations confidential. Contractor shall not use, disclose, or reproduce any proprietary information or communications with MIS, including but not limited to trade secrets, business practices, and client information, without prior written consent.
H. Non-Disparagement
Contractor agrees not to make false or defamatory statements about MIS, its affiliates, officers, employees, or services. This clause is limited to protecting MIS´s reputation against harmful, untrue statements and does not restrict Contractor´s lawful ability to provide truthful feedback.
I. Disputes & Abandoned Compensation
If the contractor believes that any compensation due to the contractor has not been paid, the contractor must submit a compensation dispute support case to our customer service department no later than 14 calendar days from the date the compensation was first earned by the contractor. If the contractor does not submit such a compensation dispute support case within this time period, then the compensation in question will be considered abandoned and permanently forfeited.
J. Adjustments and Offsets
Contractor understands and agrees that if the contractor causes any loss or damage to the company or owes any money to the company, the company is authorized to adjust or offset any compensation owed to the contractor to account for such losses or damages. These adjustments and offsets shall be made solely at the company´s discretion. Contractor agrees to these adjustments without delay or dispute, and repayment may be subtracted from any compensation of any kind owed to the contractor.
K. Dispute Resolution and Arbitration
To the extent not already covered by the general Terms of Use, Contractor agrees that all disputes arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration. This arbitration shall be conducted on an individual basis only, waiving any rights to participate in class action lawsuits or arbitrations. The arbitration shall be conducted through written submission only, without the need for a physical presence, and in accordance with the rules of FairClaims.com or a similar online arbitration platform selected by MIS.
Contractor further agrees to waive any rights to punitive or exemplary damages, with all claims limited to actual damages as provided in this Agreement. By agreeing to these terms, Contractor waives the right to a jury trial or public trial for any dispute with MIS. All protective clauses included in MIS´s general Terms of Use, including the prohibition of class actions and limitations on damages, apply to this Agreement.
19. Commitment to Honesty and Customer Satisfaction
At Memphis Incorporation Services Inc, we are committed to conducting our business with the highest standards of honesty and integrity. Our team strives to deliver products and services in good faith, with the goal of ensuring each client´s satisfaction and supporting them in achieving their business objectives. We continuously work to address any concerns or questions promptly and fairly, aiming to foster positive and successful outcomes for all clients.
We ask that clients also approach their interactions with us in good faith, understanding that while we aim to provide exceptional service, results may vary due to factors beyond our control. Our dedication to customer satisfaction remains at the core of our services, and we value constructive feedback as part of our ongoing commitment to improvement.
Fraudulent Chargebacks
MIS respects your legal right to dispute charges; however, initiating fraudulent or unauthorized chargebacks, or disputes without merit, may result in further action, including legal remedies. We request that all payment-related concerns be directed to us first to allow for timely resolution and clarification.
False or Defamatory Reviews
While MIS supports customers´ rights to provide honest feedback, we do not tolerate false, defamatory, or malicious reviews. Customers are encouraged to share their experiences truthfully and constructively, in compliance with applicable defamation and consumer protection laws. MIS reserves the right to take appropriate action if reviews or public statements include knowingly false or defamatory content intended to harm our reputation.
Acknowledgment of Rights and Responsibilities
By purchasing or engaging with MIS´s products or services, you acknowledge your commitment to using legal dispute and review mechanisms responsibly and truthfully. Misuse of chargeback systems or public review platforms, including submitting knowingly false claims or defamatory statements, may result in appropriate action as permitted by law.