Effective Date: April 01, 2024
These WorkMade Supplemental Terms of Service for LLC Services (the “LLC Terms”) supplement the WorkMade Terms of Service (the “Platform Terms”) and apply to you (as defined below) if you purchase any of the “Create Your Business with WorkMade” services (the “LLC Services”). Your use of the “Create Your Business with WorkMade” services is governed by both the Platform Terms and these LLC Terms, which together form an agreement between: (i) the limited liability company you’ll form by using the LLC Services (the “LLC”); (ii) each of the founders of the LLC (the “Founders” and jointly with the LLC “you” or “your”) and (iii) WorkMade Technologies, Inc. (“WorkMade,” “we,” “us,” or “our”). If there is any conflict between these LLC Terms and the Platform Terms, these LLC Terms will govern. Nothing in these LLC Terms limits any of our rights under the Platform Terms or any additional terms that they reference. Any capitalized words that are used but not defined in these LLC Terms have the meanings given to them in the Platform Terms.
The “Create Your Business with WorkMade” ServicesFormation. By using the LLC Services to form an LLC, you authorize WorkMade and any of our employees, agents, designees or third party service providers to act as organizer of the limited liability company on your behalf. We may, but are not required to, serve as the Authorized Person (as defined in state statute) of your LLC if you have elected to form a limited liability company and you authorize us to execute the Certificate of Formation (as defined in state statute) for your LLC and to file the Certificate of Formation with the Secretary of State to form your LLC. In the event that we serve as the Authorized Person of your LLC, after we receive the filed Certificate of Formation, you authorize us to execute an official action to (i) appoint the individuals you specified to the Board of Managers (as defined in state statute) of your LLC, if applicable; (ii) adopt the Limited Liability company agreement for your LLC and (iii) make any additional filings or take any additional actions as required in our sole opinion. You warrant and represent, under penalty of perjury, that the information you are submitting is true to the best of your knowledge and that you have no intent to deceive or defraud us or any third parties. You further acknowledge that the individual designated by us as the organizer of the LLC is NOT a member, manager, or other interested party and has no real liability, on-going duty, or other significance. The sole function of the person designated as organizer of the LLC is merely to file the LLC agreement and other required documents with the appropriate state office.
You understand and agree that, in order to streamline the process to form your LLC, WorkMade may choose to provide the packet of documents requiring signatures to establish your LLC to all of the individuals whose signature needs to be added to all such documents. Each recipient will be able to see the full contents of such documents, which may include the holdings of each Founder, the positions within your LLC of each officer or director, the Social Security number and/or individual tax identification number of a Founder, officer or director, and other potentially sensitive information.EIN Application. You specifically authorize us to use the information you provide to us to obtain an employer identification number (“EIN”) from the U.S. Internal Revenue Service. All or portions of the information you provide and any EIN we obtain on your behalf may also be provided to any third party service providers to the extent you choose to use offerings provided by those third party service providers. We may use information about you, including your Company’s EIN, to facilitate the opening process for your WorkMade Account and to provide additional LLC Services.Business Filings. WorkMade offers alerts for important due dates and filing deadlines for businesses. We will contact you to remind you of certain upcoming business filing deadlines. Our system and its notifications are limited to only certain type of filings. Local, industry-specific, licensing, and tax issues are not included as part of this state filing service. We make no guarantees or warranties about the business filing alerts described herein. We are not liable if you miss a filing deadline. You must conduct your own research to ensure you are compliant with applicable laws. We reserve the right to make changes or updates to any forms you provide to us to be filed or to file additional forms or corrections at any time in our sole discretion. You agree to compensate WorkMade for all associated fees in drafting and filing any such documents. Registered Agent Services. As part of the LLC Services, you can subscribe to WorkMade’s Registered Agent Services (“RA Services”) and have WorkMade or its designated Registered Agent to serve as your Registered Agent when your LLC is formed. RA Services are limited to the receipt and forwarding of items covered under the state statutes. WorkMade will forward your service of process and any official state or government documents by uploading them to your online account. If items are too big to scan into our database, we will forward via regular mail after scanning the first pages of the document into our database.
The use of RA Services does not create any relationship with you other than a contractual relationship. WorkMade does not own the entities it represents or have any interest in them. WorkMade has no obligation to forward any items if you are no longer using the RA Services. You may not submit a “change of address” request with the United States Postal Service, designating our address as your new address. WorkMade has no obligation to forward items sent without an agreement to provide the RA Services. You assume all liability for items delivered to WorkMade without an agreement, and you will be held liable for our reasonable fees associated with any efforts we undertake on your behalf.
1.4.1.Cancellation of the RA Service. You may cancel the RA Services at any time. If you wish to cancel, you must properly file, with the appropriate government agency, the documents required to remove WorkMade as the Registered Agent for your business entity. In most jurisdictions, the law requires that you appoint a Registered Agent. Rules and regulations governing who may act as a registered agent vary by state. To properly cancel the RA Services with WorkMade, you must provide proof that you have effectively removed WorkMade as your agent for service of process. Upon providing such proof, and upon your written request, WorkMade will terminate all subscriptions for RA Services for the entities and jurisdictions you would like to cancel and will stop accepting service of process on your behalf. In addition, all alerts for your RA Services shall cease, and we will no longer forward any service of process or other mail to you. Immediately upon cancellation, you assume all responsibility for proper delivery and handling of all legal process.
1.4.2.Termination of the RA Service. WorkMade may terminate your RA Services and stop serving as your registered agent if: (a) you fail to provide accurate, complete, and current information as requested or required by WorkMade; (b) we are unable to locate you after reasonably diligent efforts; (c) you fail to pay any amounts owed when due; (d) we suspect illegal activity; or (e) we choose to do so for any other lawful reason.
If your RA Services are terminated for any reason, you agree to update all public and private records and file all appropriate forms and notices to terminate any role or status WorkMade has in connection with you. After termination of the RA Services, any First-Class Mail that WorkMade receives on your behalf will be marked “Return to Sender.” All other communications will be destroyed.
YOU WAIVE AND RELEASE WORKMADE FROM COMPLIANCE WITH ANY OBLIGATION TO FORWARD OR RE-MAIL NOTICES OR MAIL RECEIVED AFTER YOUR SUBSCRIPTION HAS BEEN TERMINATED. YOU SPECIFICALLY AGREE THAT WORKMADE HAS NO OBLIGATION TO FORWARD OR RE-MAIL NOTICES OR MAIL TO YOU. YOU AGREE TO HOLD WORKMADE HARMLESS FROM ANY CLAIM TO THE CONTRARY. THE RELATIONSHIP IS TERMINATED AT THAT POINT, AND WORKMADE DOES NOT HAVE ANY RESPONSIBILITIES TO YOU. At WorkMade’s discretion, WorkMade may officially resign from its position, even if that puts your LLC in default or causes it to lose any license, good standing, or other approval. You agree to compensate WorkMade for all associated fees in drafting and filing any such documents.
You represent and warrant to us that anyone with access to your WorkMade Account is authorized to terminate your RA Services.
You hereby release WorkMade from all responsibility and liability for communications, notices and legal process WorkMade might receive after the termination of the RA Services.
1.4.3.Changes to Your Information. You are responsible for advising us of address and persons authorized to receive notifications, reports, processes, and legal matters. You grant to us the authority to receive and open all items delivered to us on your behalf. We are authorized to rely on contact information and instructions provided by you when we forward items. You are responsible for informing us of changes to your email, mailing address or phone number. Changes to contact information and instructions will be effective after we have entered them into our database. We are not liable for misdelivered items.
1.4.4.Mail and Email Acceptance. At our request, you must sign for or otherwise acknowledge your acceptance of all mail sent to you WorkMade. If you refuse to accept mail or email forwarded to you, you will bear any costs of return shipping of the mail. Further, we shall not be responsible for the returned mail, nor do we have any obligation to resend that mail or email. If you are utilizing RA Services, we strongly suggest that you add our domain (WorkMade.com) to your list of allowed email senders, to ensure you receive timely notifications of legal proceedings and other compliance matters.
1.4.5.Document Storage. You acknowledge and agree that we have no responsibility or liability to store any mail, legal notices, messages, documents, or other content received or transmitted.
Business Name Search. If you are using LLC Services that involve selecting a business name (including but not limited to: business name reservations, business name registrations, LLC filings, and DBA or fictitious business name filings), then you will provide us with a name you have selected for that specific LLC Service. You agree that you are responsible for the spelling of the name you have provided, that you have double-checked it, and it is the spelling you desire. You understand that once you have submitted your order and once the documents have been submitted for filing to the government office, the name cannot be changed, unless you request a name change and pay the appropriate fees.
We cannot and do not check whether the name you select, or the use you make of such name, infringes on the legal rights of others. We encourage you to seek the advice of counsel to investigate whether the name you select, or its use, infringes on the rights of others. When you submit your order, you represent that such name does not infringe on the rights of others and that the name is not being registered for an unlawful purpose. You agree to hold us harmless against any and all claims arising from or related to any third parties’ rights regarding the use of the name.
If your desired business filing includes the registration of a business name, then once you select your desired business name and provide it to us, we will perform a preliminary, non-binding name availability search in the appropriate jurisdiction to determine whether it is available to be used in the state of filing. This name availability search is being conducted strictly for the purpose of determining the likelihood that the requested state filing will be successful for a given name. If your provided name is not available, we will then move on to your second or third choice (if provided). If you wish to cancel the filing process upon notice that the entity name(s) you have chosen is/are unavailable, you may request a cancellation of your order by providing a written request for cancellation to us, and we will cancel your order upon receipt of notice. All fees payable hereunder are non-refundable.
If you do not include the proper corporate indicator at the end of your entity name, (i.e., “Limited Liability Company” or “LLC”), we will add the “LLC” suffix at the end of your entity name to complete the processing of your document filing request in those states where required. We cannot guarantee that the name will be available at any time during the process, even if you have reserved it. You acknowledge that registering or reserving a name does not guarantee that the name will ultimately be available or that it will not be challenged by a third party. You may not rely on the name of your entity or state to any person that your entity has been formed until you receive original, state-issued and approved, entity formation documents, such as Articles of Organization. We strongly recommend that you not create any marketing or promotional materials, including websites, company business cards, or brochures, until you receive those documents.
You understand that a corporate name that is available for registration MIGHT STILL INFRINGE ON THE TRADEMARK RIGHTS OF ANOTHER. We are not rendering an opinion as to whether use of your desired business name may infringe upon the rights of others.WorkMade makes no warranties or guarantees regarding the accuracy of the name search results.
The phone number and email address information that you provide to us will be used by WorkMade to contact you and follow up with you regarding your name availability results. Phone communication will be attempted at least three (3) times and email communication will be attempted at least seven (7) times with no further communication unless you are subscribed to another mailing list or we must communicate with you for administrative or billing purposes.
Dissolution. WorkMade does not provide dissolution services. If your LLC is dissolved, either voluntarily or involuntarily, it is your responsibility to notify us of this dissolution.
Renewals. 1.7.1.Auto-Renewals. For automatically renewing LLC Services, your LLC Services will renew automatically at the end of the initial term and at the end of each successive renewal term until you notify us in writing that you want to terminate the LLC Services. If you do not notify us, your credit card will automatically be charged for the renewal term. WorkMade may adjust your renewal date in subsequent renewal periods without notice. This will be reflected by a charge to your account on a prorated basis according to the number of days that have passed since the date of your latest renewal charge. If a charge made to your account is declined, WorkMade may make up to five attempts to bill that card over a 30-day period. WorkMade may obtain automatic updates for any expiring credit cards you have provided. 1.7.2.Manual Renewals. If you have not opted for automatic renewal of your LLC Services, the renewal will be invoiced approximately two (2) months before the start date of such renewal term, with your due date set no later than the first day of the renewal term. If a charge made to your account is declined, WorkMade may make additional attempts to bill that card over a 30-day period. If payment is more than 15 days late, there will be a late payment penalty of $20.00. If the account is more than thirty (30) days past due, WorkMade may terminate the LLC Services and cancel your subscription.Third Party Service Providers. We may subcontract any third-party services for any work, obligations, or other performance required under these LLC Terms without your consent. Unless explicitly stated otherwise, any new features that augment or enhance the current LLC Services are subject to these LLC Terms.
The Permissions You Give Us
By purchasing the LLC Services, you give WorkMade permission to use your information in order to form an LLC, appoint a Registered Agent, and obtain your LLC’s tax ID (“EIN”) from the IRS.You further give WorkMade permission, but not the obligation, to correct any errors in the filings you provide and to execute and file any amended forms required to correct any such errors. You consent and must obtain all necessary rights and consents from your Founders to provide to WorkMade, and to allow WorkMade to collect, use, retain, and disclose, your and your Founders' personal data for the purposes of our exercising our rights according to these LLC Terms and the Platform Terms to improve our products, and in accordance with our Privacy Policy. Where required by applicable law, we may delete any Personal Data when requested to do so by the relevant person.