PRIME CORPORATE SERVICES TERMS OF SERVICE

By accessing or using any website, mobile application, portal, form, template, webinar, consultation, filing service, subscription, or other product or service (collectively, the “Services“) offered by PRIME Corporate Services LLC (“PRIME,” “we,” “us,” or “our“) or clicking a button or checking a box marked “I Agree,” “I Accept” (or similar), or signing below, I certify that I have read and understood every term in these Terms of Service (the “Terms”) and voluntarily agree and consent to be unconditionally bound by these Terms and by any policies, guidelines, and price schedules. I acknowledge and agree that these Terms form a legally binding contract between me and PRIME. If I do not agree to be bound to all of these Terms, I will not use the Services. 

 

  1. No Attorney‑Client Relationship; No Legal, Tax, or Financial Advice

I understand and agree that PRIME is not a law firm, attorney, accounting firm, or professional advisory organization. Our employees—including any customer‑care personnel who are not licensed attorneys—do not represent me and do not create an attorney‑client, accountant‑client, or fiduciary relationship. All information, templates, forms, checklists, FAQs, videos, articles, AI‑generated content, and other materials made available through the Services are provided solely for general educational purposes and self‑help use and must not be relied upon as a substitute for competent, individualized advice from a licensed professional in the relevant jurisdiction. I am solely responsible for obtaining, and should promptly obtain, the services of qualified counsel or other advisers regarding my specific situation.

I also understand and agree that PRIME does not review my answers or documents for legal sufficiency, draw legal conclusions, provide legal opinions, or apply the law to the facts of my particular matter. I represent that my use of the Services is for self‑representation only.

  1. BINDING INDIVIDUAL ARBITRATION; LIMITATION OF REMEDIES

I UNDERSTAND AND AGREE THAT THESE TERMS:

  • REQUIRE FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, RATHER THAN JURY TRIALS OR CLASS ACTIONS AS DESCRIBED IN THE ARBITRATION AGREEMENT SET FORHT IN SECTION 17 BELOW;

AND

 

  1. LIMIT THE REMEDIES AVAILABLE TO ME IN THE EVENT OF A DISPUTE AS DESCRIBED IN THE ARBITRATION AGREEMENT SET FORTH IN SECTION 17 BELOW.

 

  1. No Reliance on Informal Communications

If, prior to or after purchase, I perceive that any PRIME representative has offered advice concerning my legal rights, remedies, strategy, tax position, accounting treatment, financing, or regulatory compliance, I agree (a) that I will disregard such communication; (b) that I will not rely on it in any respect; and (c) that any purchase based thereon shall be voidable at PRIME’s sole election.

  1. Limited Scope of Document Review and Responsibility for Final Documents

PRIME’s review of the data I submit is limited exclusively to (i) confirming that all required fields appear to be completed, (ii) correcting obvious typographical errors, and (iii) ensuring internal consistency of personal and entity names, dates, and addresses.  PRIME neither verifies the accuracy of the information I provide nor guarantees that any document generated through the Services is enforceable under applicable law. I acknowledge that I have an affirmative duty to examine every document for accuracy and completeness before executing, filing, or relying on it, and I assume full responsibility for all consequences that flow from my use of any such document.

  1. User Representations, Covenants, and Warranties

I represent, warrant, and covenant that:

  1. all information I provide to PRIME is, and will remain, true, complete, current, and not misleading;
  2. I have secured all third‑party consents, authorizations, and approvals necessary for PRIME to perform the Services;
  3. my use of the Services complies and will continue to comply with all applicable laws, regulations, and professional rules; and
  4. I am at least eighteen (18) years old and possess the legal capacity to enter into this contract.
  1. Electronic Signatures, Records, and Communications

I authorize PRIME, its affiliates, and designated agents to (i) use electronic signatures on my behalf where required or advisable to complete filings or submissions; (ii) communicate with I electronically, including via email, SMS, push notification, website banner, or in‑app message; and (iii) retain electronic copies of records in lieu of hard copies. I may withdraw my consent to electronic signatures prior to filing by contacting Customer Service at +1 (855) 442-3515; however, such withdrawal may delay or prevent completion of the Services and will not affect actions already taken.

  1. Disclaimers of Warranties

THE SERVICES AND ALL RELATED CONTENT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRIME DISCLAIMS ALL WARRANTIES—STATUTORY, EXPRESS, OR IMPLIED—INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, NON‑INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, OR SECURE. PRIME MAKES NO GUARANTEES REGARDING OUTCOMES, INCLUDING THE GRANTING OF ANY BUSINESS LICENSE, THE ISSUANCE OF ANY INTELLECTUAL‑PROPERTY RIGHT, OR THE SUCCESS OF ANY LEGAL STRATEGY.

  1. Limitation of Liability

(a) Indirect and Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRIME AND ITS PAST, PRESENT, AND FUTURE OFFICERS, DIRECTORS, EQUITY HOLDERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AFFILIATES, LICENSORS, AND AGENTS (COLLECTIVELY, “PRIME PARTIES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Aggregate Cap. WITHOUT LIMITING THE FOREGOING, THE TOTAL CUMULATIVE LIABILITY OF THE PRIME PARTIES FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (i) THE AMOUNT I ACTUALLY PAID TO PRIME FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY, OR (ii) ONE HUNDRED U.S. DOLLARS (US $100).

(c) Jurisdictional Exceptions. Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the foregoing limitations apply to the maximum extent permitted by law.

 

  1. Indemnification

I agree to defend, indemnify, and hold the PRIME Parties harmless from and against any and all claims, actions, demands, 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 law or the rights of any third party; (iii) any content or data I submit through the Services; or (iv) my gross negligence, willful misconduct, or fraud.

  1. Incorporation of Site Policies

My use of PRIME’s public websites and software is also governed by our Terms of Use, Privacy Policy, Cookie Notice, and any other policy posted on the applicable site, each of which is incorporated herein by reference as though set forth in full.

  1. Supplemental Product‑Specific Terms

Products such as registered‑agent services, subscription packages, installment payment plans, AI‑powered advisory tools, government‑filing packages, and tax‑related offerings are subject to Supplemental Terms of Service, Privacy Policies, and/or Contracts. If applicable, I acknowledge that I have read and agree to the supplemental

terms, which are incorporated herein by reference, and become part of this contract upon my acceptance.

  1. Third‑Party Services, Content, and Links

The Services may integrate or facilitate access to third‑party websites, software, APIs, data sources, governmental portals, payment processors, shipping carriers, or other services (collectively, “Third‑Party Services“). PRIME does not control and is not responsible for Third‑Party Services. MY USE OF THIRD‑PARTY SERVICES IS ENTIRELY AT MY OWN RISK AND SUBJECT TO THE TERMS AND PRIVACY POLICIES OF SUCH THIRD PARTIES. PRIME DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY THIRD‑PARTY SERVICE.

  1. Prospective Application of Terms

These Terms apply to every PRIME product or service I purchase now or in the future, unless and until PRIME publishes new terms expressly superseding them.

  1. Refunds and Cancellations

All refund requests are governed by the PRIME’s refund policy in effect on the date of purchase. Except where (a) PRIME fails to perform the agreed‑upon Services or (b) a longer period is mandated by applicable law, no refunds or credits will be issued for requests made more than sixty (60) days after the purchase date.

  1. Abandoned and Inactive Orders

If I fail to supply requested information or approvals within one hundred twenty (120) days of PRIME’s first request, PRIME may, in its sole discretion, deem the order abandoned, terminate performance, and retain all payments as liquidated damages representing PRIME’s reasonable allocation of internal costs and lost opportunity.

  1. Account Security; Suspension and Termination

I am solely responsible for maintaining the confidentiality of my account credentials and for all activities that occur under my account. PRIME reserves the right—without prior notice—to suspend, restrict, or terminate my access to the Services (a) if we believe, in our sole judgment, that I or my account are engaged in or linked to fraudulent, illegal, abusive, or unauthorized activity; (b) to comply with legal process; or (c) to protect the integrity, security, or reputation of the Services. During any period of suspension, PRIME may, without liability, decline to transmit documents to I or to any government authority.

  1. Mandatory Individual Binding Arbitration (Class Action Waiver)

PLEASE READ THIS SECTION CAREFULLY. EXCEPT AS EXPRESSLY PERMITTED BELOW, YOU AND PRIME AGREE THAT ANY DISPUTE OR CLAIM BETWEEN US WILL BE SETTLED EXCLUSIVELY THROUGH BINDING, INDIVIDUAL ARBITRATION. YOU AND PRIME HEREBY WAIVE AND ARE PRECULDED FROM SUING IN COURT, THE RIGHT TO A JURY TRIAL, AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE COURT OR ARBITRATION PROCEEDING—UNLESS YOU TIMELY OPT OUT AS EXPLAINED IN § 15 (G) BELOW. 

  1. No Class or Representative Proceedings. You and PRIME agree that all disputes shall be pursued solely on an individual basis. Neither party may initiate or participate in any class arbitration, class action, private attorney-general action, or other proceeding in which either party acts or proposes to act in a representative capacity. “PRIME,” “you,” and “we” include each party’s affiliates, predecessors, successors, assigns, employees, agents, shareholders, business partners, and any authorized or unauthorized users or beneficiaries of PRIME’s services or products (including, without limitation, individuals named in estate-planning documents).
  2. Scope of Arbitration

If a dispute cannot be resolved informally (§ 15 (c) below), it must be arbitrated—except that either party may:

  1. Bring an individual claim in small-claims court in the county of the customer’s billing address; or
  2. Seek injunctive or other equitable relief in court for alleged misuse or infringement of intellectual-property rights.

“Dispute” means any claim or controversy, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that arises out of or relates to these Terms, PRIME’s services, advertising, privacy, data security, or use of PRIME’s website—regardless of when the claim accrued, whether before or after you accepted these Terms, and regardless of whether the claim is currently part of a putative class action in which you are not a certified class member.

  1. Informal Resolution & Notice Requirement

Before starting arbitration, the complaining party must give written notice and afford the other party 30 days to resolve the matter informally.

  1. Your Notice to PRIME. Send a “Notice of Dispute” by U.S. certified mail to: General Counsel, PRIME Corporate Services, LLC, 5250 S. Commerce Drive, Suite 200, Murray, Utah 84107, with an email copy to [email protected]. The notice must state your full name, address, phone number, email, a detailed description of the dispute, and the relief sought.
  2. PRIME’s Notice to You. PRIME will send its notice to the mailing and email addresses associated with your account.

The statute of limitations and any filing-fee deadlines are tolled during this 30-day period.

  1. Commencing Arbitration

If the dispute remains unresolved after 30 days, either party may submit it to the American Arbitration Association (“AAA”) for confidential, binding arbitration before a single arbitrator:

  1. Venue. Unless the parties agree otherwise, hearings will be held in Salt Lake County, Utah; however, if you are a “Consumer” (i.e., you used the services for personal, family, or household purposes), you may elect to proceed in your county of residence.
  2. Rules. Consumers will use the AAA Consumer Arbitration Rules; all others will use the AAA Commercial Arbitration Rules, including the Expedited Procedures for claims not exceeding $75,000. The latest AAA Consumer and Commercial Arbitration Rules are incorporated by reference and available at adr.org/Rules and such rules are hereby incorporated by reference into this Arbitration Agreement. You either acknowledge and agree that you have read and understand the applicable AAA Arbitration Rules or waive your opportunity to read the AAA Arbitration Rules and waive any claim that such rules are unfair or should not apply for any reason.
  3. Coordinated Filings. To preserve efficiency, you agree not to file or join any arbitration that is coordinated with ten (10) or more similar demands. If your claim is part of such a Coordinated Filing, PRIME, at its sole discretion, may elect instead to litigate in a court of competent jurisdiction pursuant to Section 18 below.
  1. Authority of the Arbitrator

The Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq., governs this clause. The arbitrator, applying the FAA, these Terms, and the applicable AAA rules, has exclusive authority to resolve all procedural and substantive questions—including questions of arbitrability and enforceability—and may award any relief available in court on an individual basis. The arbitrator may not consolidate claims or preside over any form of class or representative proceeding.

  1. Confidentiality & Discovery

The arbitrator shall allow discovery or exchange of non-privileged, relevant information. At either party’s request, the arbitrator will issue appropriate protective orders to safeguard confidential, proprietary, trade-secret, or other sensitive materials before disclosure.

  1. Fees & Costs

AAA fees are governed by its fee schedules.

  1. Consumers. If you commence arbitration, you pay the AAA consumer-case filing fee; PRIME covers the remaining AAA fees and costs.
  2. Non-Consumers. For claims under $75,000, you pay $250 toward the filing fee and PRIME pays the balance. For claims of $75,000 or more, the parties split AAA commercial fees equally.
  3. Frivolous Claims. If the arbitrator finds a claim frivolous or brought for an improper purpose under Fed. R. Civ. P. 11(b), fees are allocated per the AAA rules.
  1. Opt-Out Option

You may opt out of this arbitration agreement by sending a signed, written “Notice of Opt Out” via U.S. certified mail to the address in Section 15 (c) above within thirty (30) days of first accepting these Terms. The notice must include your full name and address and state clearly that you wish to opt out of arbitration. Choosing to opt out means disputes will be resolved as set forth in Section 18 below, but solely on an individual basis.

  • Severability & Public Injunctive Relief

If any portion of this clause is held unenforceable or illegal, that part shall be severed, and the remainder shall continue in full force. If a claim must proceed on a class, collective, consolidated, or representative basis, it shall be litigated in a court of competent jurisdiction, and any individual claims shall be stayed pending its outcome. Claims seeking public injunctive relief must likewise be filed in court and severed from arbitration.

  1. Enforcement of Awards

The state and federal courts sitting in Salt Lake County, Utah, shall have exclusive jurisdiction to enforce any arbitral award issued under this clause.

  1. Governing Law

These Terms and any Dispute are governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict‑of‑law principles, except to the extent superseded by U.S. federal law.

  1. Payment Terms and Installment Plans

I agree to pay all fees and charges incurred in connection with the Services, including applicable taxes, government filing fees, and third‑party costs. If I enroll in an installment plan, I authorize PRIME to charge each installment to my designated payment method on or after the scheduled due date. Late or declined payments may result in acceleration of remaining installments, suspension of Services, collection efforts, credit reporting, and the imposition of a reasonable late fee not to exceed the maximum rate permitted by law.

  1. Government Fees and Disbursements

Quoted fees for government filings are estimates based on current public fee schedules and are subject to change without notice. I remain liable for any increase in government fees or for additional disbursements incurred to complete a filing on my behalf.

  1. Authority to Act as Organizer, Incorporator, or Authorized Representative

For entity‑formation, intellectual‑property filing, or similar Services, I expressly appoint PRIME or its designee as my limited agent authorized to prepare, sign, and submit documents, pay requisite fees, communicate with governmental authorities, and take such other ministerial actions as are reasonably necessary to effectuate the Service. This appointment terminates automatically once the Service is complete.

  1. Delivery of Products and Risk of Loss

Physical shipments are FOB shipping point. Title and risk of loss transfer to you upon delivery to the carrier. PRIME is not liable for carrier delays, lost shipments, or customs issues. Where delivery is electronic, availability shall be deemed to occur when PRIME first makes the document or file accessible for download.

 

  1. Force Majeure

PRIME shall not be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, labor disputes, war, terrorism, civil commotion, embargoes, government action, utility outages, or failures of third‑party service providers, telecommunications, or the Internet.

  1. Notices

All legal notices must be delivered by certified U.S. mail, return receipt requested, or by nationally recognized overnight courier, to:

PRIME Corporate Services, LLC


Attention: Legal Department

5250 S. Commerce Drive, Suite 200

Murray, Utah 84107

(courtesy copy only): [email protected]

 

Notice is deemed given on receipt (or on the first delivery attempt if refused).

  1. Reservation of Rights; Right to Refuse or Cancel Service

PRIME reserves all rights not expressly granted herein. PRIME may, at any time and for any lawful reason, refuse or cancel any order, refund payments received, and terminate or suspend access to any Service.

  1. Use of Artificial Intelligence and Machine‑Learning Tools

PRIME may employ proprietary or third‑party artificial‑intelligence (“AI”) or machine‑learning tools to generate content or facilitate the Services. AI output may be inaccurate, biased, or outdated. I am solely responsible for verifying the accuracy and appropriateness of any AI‑generated content before relying on it.

  1. Assignment

PRIME may assign, delegate, or transfer its rights or obligations under these Terms, in whole or in part, without notice to me. I may not assign or transfer these Terms without PRIME’s prior written consent, and any purported assignment in violation of this Section 27 is void.

  1. Survival

Sections 2–9, 14–18, 20–23, 26–28, and any other provisions that by their nature should survive termination, shall survive the termination or expiration of these Terms for any reason.

  1. Severability; Waiver; Headings

If any provision of these Terms is held invalid or unenforceable, that provision shall be severed, and the remaining provisions shall remain in full force and effect. No waiver by PRIME of any breach or default shall be deemed a waiver of any subsequent breach or default. Section headings are for convenience only and have no legal or contractual effect.

  1. Entire Agreement and Amendment

These Terms (including any and all Supplemental Terms) constitute the entire understanding between me and PRIME regarding the Services and supersede all prior and contemporaneous agreements. PRIME may modify these Terms at any time by posting an updated version on its website or by providing notice through the Services. Changes apply prospectively only, and my continued use of the Services after the effective date constitutes acceptance of the revised Terms.

BY ACCESSING OR USING THE SERVICES, I AFFIRM THAT I HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE.