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Obtaining a Temporary Single-Use Account
Terms of Use Agreement
1. Welcome. Welcome to the Web site of the Business and Public Filings Division of the Texas Secretary of State (SOS). As is true for many other Web sites, this Web site has rules that apply to your use of this Site and to any services available through this Site. Those rules, referred to as "terms of use," are set forth in this Terms of Use Agreement. You must evidence your acceptance of these terms of use by clicking on the "I accept" button at the bottom of the page. If you do not accept the terms of use, indicate by clicking the "I do not accept" button at the bottom of the page; you will then be returned to the home page. By accepting the terms of use, you are agreeing to comply with and be bound by the following terms of use. Please review them carefully. If you are a temporary user of this Site, you will be able to conduct searches, review the results of those searches and order copies or certificates. Only SOSDirect subscribers will be able to submit filing documents over the Web.
2. Who Owns This Site? This Site is owned by the State of Texas, under the operation of the Texas Secretary of State. The Texas Secretary of State is the statutorily authorized filing officer for certain business entity and Uniform Commercial Code records. The Business and Public Filings Division maintains these records. Among the business entity records maintained in this division are business corporation, non-profit corporation, limited partnership, and limited liability company records. These records are collectively referred to as Business Organizations records. State trademark and service mark records are referred to as Trademarks. The Uniform Commercial Code records are referred to as the U.C.C. records.
3. Fees and Payment Methods. Under Section 405.018 of the Texas Government Code, the Secretary of State is required to set and collect a fee for electronic access to its records. In accordance with this directive, the SOS has set a fee of $1.00 for inquiries over the web. This inquiry fee is not applicable when the inquiry is used in connection with electronic filing of a document over the web or used in connection with ordering copies or certificates over the web. The applicable statute sets fees for copies, orders and filings. Expedited fees do not apply to web orders or filings. Temporary users must pay all fees by credit card. SOSDirect Access subscribers may pay fees by credit card, LegalEase or client account. Client accounts must be funded in order to use the account as a payment method for filing documents. Order and inquiry fees may accrue as accounts receivable in the client account. The SOS accepts Visa, Mastercharge and Discover card. The convenience fee provided for in Section 405.031 of the Government Code will be assessed for Web credit card transactions.
4. Hours of Operation. This Site is normally available 24 hours a day Monday through Saturday. Due to system maintenance requirements, availability of the Site on Sundays will be from 6:00 am to midnight (Central Time). If the hours of availability change, the SOS will notify its subscribers.
5. Cookies. The Web Site's service application uses session and persistent cookies to authenticate and facilitate user logins. These cookies collect the user's name, email, phone, and fax number which allow access to our online databases without requiring the re-entry of any login data. Furthermore, these cookies have a life span of 30 days. If you do not wish for this file to be stored on your hard drive you may disable the use of cookies from your browser. This feature is usually found in the Security or Preference settings of your browser.
6. Breach of Computer Security. This site has security measures in place to protect the loss, misuse and alteration of the information/data under our control. Unauthorized use of this Web site or conduct amounting to a breach of computer security as provided by Section 33.02 of the Texas Penal Code is a Class A misdemeanor. By accepting the terms of this agreement, the subscriber agrees to indemnify the state for any loss caused by conduct of the subscriber or an employee or agent of the subscriber that amounts to a breach of computer security.
7. Right to Change the Site. The SOS may discontinue, edit, delete or change any aspect of the Site, including, but not limited to: (i) restricting availability times, (ii) restricting compatibility with certain computer software or hardware, (iii) restricting amounts of use permitted, and (iv) restricting, suspending or terminating any user's right to use the Site, at the SOS's sole discretion and without prior notice or liability.
8. Entire Agreement. You agree that this Terms of Use Agreement ("Agreement") constitutes the entire agreement between you and the SOS with respect to your use of the Site, and supersedes all previous and contemporaneous agreements, representations, warranties and understandings, written or oral, between the SOS and you with respect to the Site.
9. Trademarks. The name SOSDirect and the logo and other names for SOS products and services are trademarks/service marks of the SOS. Other product and company names mentioned on the Site may be trademarks/service marks of their respective owners.
10. Copyrights and Public Information. The content organization, graphics, design, computer code, compilation and other materials on or related to the Site are protected under applicable copyright, trademark and other proprietary and intellectual property rights of their respective owners. The data that is published on or collected via our Web site is public information. There is no restriction placed on the use of such data by the SOS, although certain information and names contained in the data may be owned by third parties and protected under applicable copyright, trademark and other proprietary and intellectual property rights of those third parties. You do not acquire ownership rights to any content, document or other materials viewed through the Site or obtained from the Site.
11. Limited Right to Use. Except as may otherwise be allowed by law, the viewing, printing or downloading of any content, graphic, form or document from the Site grants you only a limited, nonexclusive license for use solely by you for your own personal use, and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, graphic, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (not for resale or redistribution). You must keep intact all copyright and other proprietary notices. The SOS may revoke this license at any time.
12. Prohibited Behavior. You are prohibited from using the Site in any way to do any of the following: a. restrict or inhibit any other user from using and enjoying the Site; b. post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law; c. post or transmit comments containing harassing or offensive language, including sexual references, sexual nicknames, racial slurs or rude or deliberately offensive comments or engage in disruptive activities online, including excessive use of scripts, sound waves, scrolling (repeating the same message over and over), or use viruses, robots, worms or trojan horses; d. upload, post, e-mail, or otherwise transmit, or post links to any content that facilitates hacking; e. access another person's or entity's, account information or briefcase files without the permission of that person or entity; f. post or transmit any information, software or other material which violates or infringes the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by copyright, trademark or other proprietary right without first obtaining permission from the owner or right holder; g. upload, post or otherwise transmit any information, software or other material that contains a virus, worm, time bomb, trap door, or any other harmful component that is designed to interrupt, destroy, impair or limit the functionality, or interfere in the performance of the products and services of the SOS; h. post or transmit content that encourages or provides instructional activities about illegal activities, such as hacking; i. post, transmit or in any way exploit any information, software or other material for advertising or commercial purposes; j. solicit other users to join, become members of, or contribute money to any online service or other organization, advocate or attempt to get users to join in legal or illegal schemes or plan or participate in scams involving other users; k. impersonate any person or entity or falsely state or otherwise misrepresent your professional or other affiliation with any person or entity including, but not limited to an SOS official or employee; l. decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any proprietary software deployed in connection with SOS products and services; m. use the Site to collect personally identifying information about users of the Site in violation of the SOS's Privacy Policy; or n. perform any activities that the SOS determines (in its sole discretion) may be harmful to SOS, the Site or other users of the Site.
13. No Unlawful Purposes. You agree that you will not use the Site or any information or services related thereto for any unlawful purpose. The SOS, at its sole and absolute discretion, shall determine whether any use violates this provision.
14. Penalties for Signing False Documents. The Texas Business Corporation Act, article 10.02; Texas Non-Profit Corporation Act, article 1396-9.03A; the Texas Limited Liability Company Act, article 9.02; and the Texas Revised Partnership Act, section 13.08(b)(13), provide that if a person signs a document which the person knows is false in any material respect with the intent that the document be delivered to the secretary of state to be filed on behalf of a corporation, limited liability company, or registered limited liability partnership, the person has committed an offense. The offense is a Class A misdemeanor. The Texas Business Corporation Act further provides that the offense is a state jail felony if the person's intent is to defraud or harm another. The Texas Revised Limited Partnership Act, section 2.04(c), provides that the execution of a certificate or a written statement constitutes an oath or affirmation, under penalties for perjury, that, to the best of the executing party's knowledge and belief, the facts stated in the certificate or statement are true. Further, a person may be liable for damages under section 2.08 of the Texas Revised Limited Partnership Act if a certificate of limited partnership, or a certificate of amendment, merger, or cancellation contains a false statement or material omission, or is forged or is signed by a person not authorized by the partnership to execute the document. Business & Commerce Code, section 36.27, provides that a person commits an offense if the person knowingly or intentionally signs and presents for filing or causes to be presented for filing an assumed name document that: (1) indicates that the person signing the document has the authority to act on behalf of the entity for which the document is presented and the person does not have that authority; (2) contains a material false statement; or (3) is forged. The offense is punishable as if it were an offense under the Texas Penal Code, section 37.10 (tampering with a governmental record).
15. Monitoring. You understand that the SOS has no obligation to monitor the Site. However, the SOS reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that in the SOS's sole and absolute discretion are objectionable or in violation of this Agreement. You acknowledge that the SOS reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Site, for operational and other purposes, subject to the SOS's Privacy Policy. During monitoring, information may be examined, recorded, copied, and used for authorized purposes in accordance with the SOS's Privacy Policy. Use of the Site constitutes consent to such monitoring.
16. Submissions. The SOS is pleased to hear from users and welcomes your comments regarding the SOS's programs and services. If you submit any original creative ideas, suggestions, notes, concepts, or materials to the SOS ("Submissions"), they shall be deemed, and shall remain, the property of the SOS, and shall otherwise be subject to the provisions of Sections 9 or 10 above. None of the Submissions shall be subject to any obligation of confidence on the part of the SOS, and the SOS shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, the SOS shall exclusively own all now known or hereafter existing worldwide rights to the Submissions of every kind and nature and shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions.
17. Third Party Sites. The SOS has provided links and pointers to Internet sites maintained by third parties ("Third Party Sites") and may from time to time provide third party items or materials on this Site. Any mention on this Site of products or services provided by third parties is for informational purposes only and constitutes neither an endorsement nor a recommendation by the SOS. The SOS assumes no responsibility for those products or services. Your dealings with any third parties mentioned on or found through this Site are solely between you and such third party, and are subject to any terms, conditions, warranties or representations associated with such dealings. You agree that use of Third Party Sites is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY THE SOS, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES IS THE SOS LIABLE FOR ANY DAMAGES ARISING FROM TRANSACTIONS BETWEEN YOU AND THIRD PARTIES OR FOR ANY INFORMATION APPEARING ON THIRD PARTY SITES OR ANY OTHER SITE LINKED TO THE SITE.
18. Indemnification. You agree to defend, indemnify and hold harmless the SOS, the State of Texas, its affiliates and their respective, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or related to (a) any material posted or otherwise provided by you that infringes any copyright, trademark, trade secret, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, (b) any misrepresentation made by you in connection with your use of the Site; (c) any violation by you of this Agreement; and (d) any claims brought by other persons or entities arising from or related to your use of the Site, including information obtained through the Site. Indemnification by an federal, state or local governmental unit is only to the extent allowed by law.
19. Minors. If you have agreed to allow your minor child, or a child for whom you are legal guardian (a "Minor"), to use the Site, you agree that you shall be solely responsible for: (a) the online conduct of such Minor; (b) monitoring such Minor's access to and use of the Site; and (c) the consequences of any use of the Site by such Minor.
20. Infringement Policy. The SOS respects the intellectual property of others, and asks you to do the same. The SOS reserves the right, but not the obligation, to terminate your use of the Site if it determines in its sole and absolute discretion that you are involved in infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing.
21. Miscellaneous. This Agreement shall be treated as though it were executed and performed in Austin, Travis County, Texas and shall be governed by and construed in accordance with the laws of the State of Texas (without regard to conflict of law principles). The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Travis County, Texas. You expressly submit to the exclusive jurisdiction and venue of said courts and consent to extra-territorial service of process. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with the applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. The SOS's delay or failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.