TERMS AND CONDITIONS POLICY

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Last updated 9/1/2021

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This website is owned and operated by Zander Gray Consulting, LLC dba ZanderFi. These Terms set forth the terms and conditions under which you may use our website and services as offered by us. By accessing or using the website of our service, you approve that you have read, understood, and agree to be bound by these Terms.

 

In order to use our website and/or receive our services, you must be at least 18 years of age, or of the legal age of majority in your jurisdiction, and possess the legal authority, right and freedom to enter into these Terms as a binding agreement. You are not allowed to use this website and/or receive services if doing so is prohibited in your country or under any law or regulation applicable to you.

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1. Introduction

Welcome to ZanderFi! Your use of ZanderFi services, including the services ZanderFi makes available through this website and all related web sites, mobile sites, data files, visualizations and applications which link to these terms of service (the “Site”) and to all software or services offered by ZanderFi in connection with any of those, including the Formation Service, Registered Agent Service, EIN Service, Bank Account Service, Business License Service, Corporate Documents Service, and any other software or services offered by ZanderFi in connection with any of those (the “Services”) is governed by these terms of service (the “Terms”), so please carefully read them before using the Services. For the purposes of these Terms, “we,” “our,” “us,” and “ZanderFi” refer to Zander Gray Consulting LLC dba ZanderFi, the provider and operator of the Services.

In order to use the Services, you must first agree to these Terms. If you are registering for or using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, “you” and “your” will also refer to that organization, wherever possible.

You agree your purchases and/or use of the Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by ZanderFi or any of its affiliates regarding future functionality or features.

IF YOU SUBSCRIBE TO ANY SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE SERVICES WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT ZANDERFI’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF AUTO-RENEWAL IN ACCORDANCE WITH SECTION 7 BELOW.

YOU REPRESENT AND WARRANT THAT: (I) BY USING OR REGISTERING FOR THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT, (II) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THESE TERMS, AND (III) YOU ARE NOT BARRED FROM USING THE SERVICES AND HAVE ALL RIGHTS, LICENSES AND AUTHORITY TO USE THE SERVICES.

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‍ARBITRATION NOTICE: PLEASE BE AWARE THAT SECTION 16 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.  

BY USING, REGISTERING FOR, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING THE SERVICES OR ANY MATERIALS INCLUDED IN OR WITH THE SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE, REGISTER FOR, DOWNLOAD, INSTALL, OR OTHERWISE ACCESS THE SERVICES.

CERTAIN FEATURES OF THE SERVICES OR SITE MAY BE SUBJECT TO ADDITIONAL GUIDELINES, TERMS, OR RULES, WHICH WILL BE POSTED ON THE SERVICE OR SITE IN CONNECTION WITH SUCH FEATURES. TO THE EXTENT SUCH TERMS, GUIDELINES, AND RULES CONFLICT WITH THESE TERMS, SUCH TERMS SHALL GOVERN SOLELY WITH RESPECT TO SUCH FEATURES. IN ALL OTHER SITUATIONS, THESE TERMS SHALL GOVERN.

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2. Description of Services

(a) Formation Service: As part of our Services, we provide you with tools and materials to facilitate the formation of a U.S. business entity, along with the filling, execution, filing and storage of your own legal documents and related information in connection therewith (“Formation Service”).

    (i) Name Searches. As part of the Formation Service, we can help you search for the availability of an LLC or corporate name (“Name Search”). You understand and agree that we cannot guarantee the availability of your desired LLC or corporate name, that our Name Search is limited to publicly available sources, and that you are ultimately responsible in all respects for determining the availability, non-infringement, and appropriateness of your desired LLC or corporate name. You understand and agree that acceptance of your desired LLC or corporate name by the relevant Secretary of State in connection with a filing does not necessarily mean that such LLC or corporate name does not infringe on an existing trademark or copyright. Consult with a trademark attorney to determine the availability and suitability of your desired LLC or corporate name for trademark purposes.

    (ii) Selecting A Corporate Entity.  Currently, our Formation Service enables users to form a limited liability company (LLC) or professional association (PA).  Unless otherwise specified by you, all new LLCs and PAs formed via ZanderFi shall be treated as “Disregarded Entities” and follow the default status provided under the applicable state of formation. While we can provide you with an advisor, you are solely responsible for obtaining any advisors and advice, including tax advice, and performing all research and diligence necessary or advisable with respect to the form of corporate entity and any related elections you choose. It is generally advisable that you make an initial contribution to your LLC, however, you are solely responsible for determining the appropriate amount to contribute, and we encourage you to consult with your own financial advisor prior to making such decision.

    (iii) S-Corp Election. Our Formation Services may enable users to elect S corporation tax treatment by helping facilitate the filling of necessary documents and forms. You are solely responsible for any decision to elect S corporation treatment and for ensuring that you are eligible for S corporation treatment.  You acknowledge and agree that ZanderFi has no responsibility or liability for your S corporation election.  Further, you are solely responsible for all tax obligations related to any S corporation election, and will indemnify, defend and hold harmless ZanderFi, its officers, directors, employees and contractors against any damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) incurred by ZanderFi, its officers, directors, employees and contractors in connection with your S corporation election, including your acts and omissions related thereto.

    (iv) Not Responsible For Prior Formations and Elections. ZanderFi is not responsible or liable for any prior corporate entities, partnerships, joint ventures or sole proprietorships you may have previously formed, any elections previously made or taken, or any other act or omission made by you prior to, or independent of, your use of the Formation Services.  If your company was formed as an LLC or PA, elected S-Corp status, partnership, joint venture or sole proprietorship prior to using the Formation Services, you represent and warrant that such entity, as applicable, is in good standing with relevant government entities, have filed all documents, applications and forms necessary to legally form and maintain such corporate entity, and have at all times complied with all applicable laws. We may, as a courtesy, provide notifications and suggestions related to any entity you may have previously formed; provided, that, such notifications and suggestions are provided solely as a courtesy and ZanderFi has no obligation to do so. The Formation Services are currently limited to assistance with S-Corp election and single member LLC or PA formation, and ZanderFi does not offer any services, advice, or information with respect to C-corporations or partnerships.
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‍(b) Document Materials: As part of the Services, you may receive access to guides, information and documentation related to starting and running a business. Such materials include a standard set of legal forms prepared by ourselves and our partners. All documents and other materials available through the Services, including any descriptions, information, legal forms and other help resources are for informational and educational purposes only; they are not legal or financial advice and are not guaranteed to be correct, complete or up-to-date. We do not review the Document Materials or any information you input for accuracy or legal sufficiency, draw legal conclusions, provide legal or financial advice or apply the law to the facts of your particular situation. You understand that our providing of the Services to you is neither legal or financial advice nor the practice of law or financial services, and that the Document Materials are not customized to your particular needs.

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(c) Membership and Bookkeeping Services: ZanderFi offers various Membership and Bookkeeping Services.

    (i) Bronze Membership. As part of our Bronze Membership, we may make available to you one or more small business advisors that provide our setup, training, and advice services as described herein (“Bronze Membership”), which are designed to assist users in learning about bookkeeping best practices, financial record and book preparation, account reconciliation and related matters.  Our Bronze Memberships are educational in nature and include year-round question and answer advice to assist our members with the preparation of their books.  
         (1)  Engagement Letters. Use of the Bronze Membership may require you to agree to additional terms and conditions, such as an annual engagement letter (“Engagement Letter”), which will be made available to you in connection with the services.  Your Engagement Letter will automatically renew for successive one (1) year periods, unless you cancel your membership with ZanderFi and/or provide ZanderFi with written notice of your cancellation of the Bronze Membership at least thirty (30) days prior to the renewal of your membership.
         (2) Services NOT Included. The Bronze Membership DOES NOT include any items not specifically listed in the relevant Engagement Letter, including without limitation, actual bookkeeping services, and BRONZE MEMBERS ARE SOLELY RESPONSIBLE FOR PERFORMING THEIR OWN BOOKKEEPING, including without limitation, uploading their receipts to QBO or Xero, categorizing them, reconciling their books, etc.

 

     (ii) Silver Membership. As part of our Silver Membership, we may make available to you one or more small business advisors that provide our setup, monthly bookkeeping, and advice services as described herein (“Silver Membership”).
         (1)  Engagement Letters. Use of the Silver Membership may require you to agree to additional terms and conditions, such as an annual engagement letter (“Engagement Letter”), which will be made available to you in connection with the services.  Your Engagement Letter will automatically renew for successive one (1) year periods, unless you cancel your membership with ZanderFi and/or provide ZanderFi with written notice of your cancellation of the Silver Membership at least thirty (30) days prior to the renewal of your membership.
         (2) Services NOT Included. The Silver Membership DOES NOT include any items not specifically listed in the relevant Engagement Letter.
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     (iii) Gold Membership. As part of our Gold Membership, we may make available to you one or more small business advisors that provide our setup, weekly bookkeeping, and advice services as described herein (“Gold Membership”).
         (1)  Engagement Letters. Use of the Gold Membership may require you to agree to additional terms and conditions, such as an annual engagement letter (“Engagement Letter”), which will be made available to you in connection with the services.  Your Engagement Letter will automatically renew for successive one (1) year periods, unless you cancel your membership with ZanderFi and/or provide ZanderFi with written notice of your cancellation of the Gold Membership at least thirty (30) days prior to the renewal of your membership.

         (2) Services NOT Included. The Gold Membership DOES NOT include any items not specifically listed in the relevant Engagement Letter.

    (iv) Bookkeeping Services.  ZanderFi may offer bookkeeping services for some of our memberships. These bookkeeping services may include categorization of transactions, reconciling bank accounts, closing books etc. HOWEVER, the exact nature and scope of such bookkeeping services will be detailed in your annual Engagement Letter with ZanderFi (the “Bookkeeping Services”). For the avoidance of doubt, the exact scope and nature of any Bookkeeping Services will be set forth in your Engagement Letter and ZanderFi makes no commitment, and has no obligation, to provide any Bookkeeping Services to you, except as set forth in an Engagement Letter.  IN NO EVENT WILL THE BOOKKEEPING SERVICES INCLUDE SENDING OR PAYING YOUR BUSINESS’ INVOICES, CALCULATING TAXES, PROCESSING PAYROLL PAYMENTS, BOOKKEEPING FOR OTHER COMMONLY OWNED ENTITIES, OR FULFILLING ORDERS. You agree that if you engage ZanderFi to provide Bookkeeping Services, that you will indemnify, defend and hold harmless ZanderFi from any and all damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) incurred by ZanderFi, its officers, directors, employees, contractors and bookkeepers, in connection with any action, claim or suit arising from your use of the Bookkeeping Services, except to the extent caused by the gross negligence or willful misconduct of ZanderFi and its bookkeepers. Your Engagement Letter will be automatically renewed each year, unless you cancel your membership and/or notify ZanderFi in writing of your intent to cancel the Bookkeeping Services at least thirty (30) days prior to the renewal of your membership.

    (v) Bookkeeping Services Disclaimer.  All advice and information made available by ZanderFi in connection with the Membership and Bookkeeping Services is based on the information you provide to ZanderFi, and the Bookkeeping Services cannot be relied upon to discover errors, fraud, defalcations or other irregularities, should any exist. We will not audit or otherwise verify the information you submit, although we may ask you for clarification of some of the information.  ZanderFi is not responsible for any information or advice given based on any inaccurate, untrue, incomplete or out-of-date information provided by you.  You are solely responsible for your acts and omissions related to the Membership and Bookkeeping Services. Should you not provide timely and accurate information, including, but not limited to, keeping your bookkeeping in order, then we may disengage services.

    (vi) No Guaranteed Results or Responses.  ZanderFi does not make any representation or warranty that the Membership and Bookkeeping Services will be appropriate for your needs or suitable for your business. ZanderFi does not guarantee and expressly disclaims any particular results.  SINCE THE MEMBERSHIP AND BOOKKEEPING SERVICES ARE BASED ON THE INFORMATION YOU PROVIDE, ZanderFi does not warrant that the MEMBERSHIP AND BOOKKEEPING SERVICES will be timely, accurate, current or complete.  ZanderFi may make available third party communication tools, such as ClientHub, to enable you to communicate with our small business advisors, but ZanderFi makes no representation or warranty that such tools are secure or that our advisors will be able to respond to you in a timely manner.
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‍(d) Tax Services: As part of our Services, ZanderFi will assign you one of our tax professionals at Stephen L. Nieslanik CPA, P.C. who may be able to assist you with your business’ tax preparation and filings, and to provide year round tax advice.  HOWEVER, the exact nature and scope of such tax services will be detailed in your annual Engagement Letter with ZanderFi and Stephen L. Nieslanik CPA, P.C. (the “Tax Services”).   For the avoidance of doubt, the exact scope and nature of any Tax Services will be set forth in your Engagement Letter, ZanderFi and Stephen L. Nieslanik CPA, P.C. makes no commitment, and has no obligation, to provide any Tax Services to you, except as set forth in an Engagement Letter.

    (i) Pre-Engagement.  When you subscribe to our Services, we will connect you with one of our tax professionals to provide you the opportunity to determine whether our Services and tax professional(s) are right for you and your business, as well as an opportunity for our tax professional(s) to become acquainted with you and your business. You have full control over whether to proceed with any Services, and we encourage you to seek the advice of additional financial advisors and tax professionals before engaging ZanderFi's Services. In addition, ZanderFi and Stephen L. Nieslanik CPA, P.C. retain sole discretion as to whether we are willing to provide Tax Services to any particular user, and may refuse to enter into an Engagement Letter with any user for any reason.
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    (ii)  Engagement. If you decide to engage one or more of our tax professionals to provide Tax Services, you will need to execute an Engagement Letter, which will detail the exact nature and scope of the Tax Services to be provided.  Your Engagement Letter will be automatically renewed each year, unless you cancel your membership and/or notify ZanderFi in writing of your intent to cancel the Tax Services at least thirty (30) days prior to the renewal of your membership.  In addition, your participation in certain Tax Services, or engagement of certain tax professionals, may be subject to additional terms and conditions, and such terms and conditions will be made available to you in connection with the Tax Services.  You agree that if you engage ZanderFi and Stephen L. Nieslanik CPA, P.C. to provide Tax Services, that you will indemnify, defend and hold harmless ZanderFi and Stephen L. Nieslanik CPA, P.C. from any and all damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) incurred by ZanderFi and Stephen L. Nieslanik CPA, P.C., their officers, directors, employees, contractors and tax professionals, in connection with any action, claim or suit arising from your use of the Tax Services, except to the extent caused by the gross negligence or willful misconduct of ZanderFi, Stephen L. Nieslanik CPA, P.C. and their tax professionals.

    (iii) Tax Returns. If your Engagement Letter includes the preparation of tax returns, ZanderFi and Stephen L. Nieslanik CPA, P.C. will prepare your income tax returns based on the information you provide our tax professionals. We will not audit or otherwise verify the information you submit, although we may ask you for clarification of some of the information. You agree to provide us with all the necessary information required for preparing the returns.  
         (1) Tax Returns Disclaimer.   Our work in the preparation of tax returns cannot be relied upon to discover errors, fraud, defalcations or other irregularities, should any exist.  We assume you are properly and timely discharging any and all other tax reporting obligations for which you are responsible.  Unless otherwise set forth in our Engagement Letter, our tax preparation Services are limited to the preparation of state and federal income tax returns, and does not include consultation on any other taxation issues, including local or sales taxation. In the event you terminate the Services prior to the completion and/or filing of your tax returns, ZanderFi and Stephen L. Nieslanik CPA, P.C. shall not have any responsibility, or liability with respect, to completing or filing your tax returns.
         (2) Tax Year.  Our tax preparation Services pertain only to the tax year and the tax returns specific in the Engagement Letter, and our responsibilities do not include preparation of any other tax returns that may be due to any taxing authority.
         (3) Your Recordkeeping Responsibilities.   You acknowledge and agree that you understand state and federal recordkeeping requirements, including those of the Internal Revenue Service (IRS) and you agree to comply with those requirements and that ZanderFi and Stephen L. Nieslanik CPA, P.C. have no responsibility in this regard.
         (4) Spouses.  If agreed upon in an Engagement Letter, ZanderFi and Stephen L. Nieslanik CPA, P.C. may assist in the preparation of a joint tax return with you and your spouse.  ZanderFi and Stephen L. Nieslanik CPA, P.C. only offers these services in connection with joint tax returns that do not include your spouse’s business or business income. If your spouse has their own business or business income, additional services may be requested by you for an additional charge
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    (iv) Tax Services Disclaimer.  All advice and information made available by ZanderFi and Stephen L. Nieslanik CPA, P.C. in connection with the Tax Services is based on the information you provide to ZanderFi and Stephen L. Nieslanik CPA, P.C. ZanderFi and Stephen L. Nieslanik CPA, P.C. are not responsible for any information or advice given based on any inaccurate, untrue, incomplete or out-of-date information provided by you.  You are solely responsible for your acts and omissions related to the Tax Services.
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    (v)  No Guaranteed Results or Responses.  ZanderFi and Stephen L. Nieslanik CPA, P.C. do not make any representation or warranty that the Tax Services will be appropriate for your needs. ZanderFi and Stephen L. Nieslanik CPA, P.C. do not guarantee and expressly disclaims any particular results.  SINCE ZANDERFI AND STEPHEN L. NIESLANIK CPA, P.C.’s PERFORMANCE OF THE TAX SERVICES IS BASED ON THE INFORMATION YOU PROVIDE, ZanderFi and Stephen L. Nieslanik CPA, P.C. do not warrant that the TAX Services will be timely, accurate, current or complete.  ZanderFi and Stephen L. Nieslanik CPA, P.C.  may make available third party communication tools, such as ClientHub, to enable you to communicate with our tax professionals, but ZanderFi and Stephen L. Nieslanik CPA, P.C. make no representation or warranty that such tools are secure or that our tax professionals will be able to respond to you in a timely manner.

‍(e) Additional Services: In addition to our Formation Service, we also provide you with tools and materials to facilitate the (i) designation of a registered agent for your business (“Registered Agent Service”), (ii) application for a Federal Tax Identification Number / Employer Identification Number (“EIN Service”), (iii) selecting and establishment of a bank account (“Bank Account Service”), (iv) preparation, execution, filing and storage of applications for certain licenses for your business (“Business License Service”), and (v) the filling, execution, filing and storage of certain corporate documents (e.g. operating agreements, meeting minutes, statement of information, etc.) in connection with the operation of your business (“Corporate Documents Service”).

    (i)  Bank Account Service. You are solely responsible for selecting any bank you desire to use in connection with our Bank Account Services, and your use and participation in such Banking Services may be subject to additional terms and conditions depending on the bank you choose.

     

     (ii) Annual Compliance Forms.  ZanderFi's Services may include facilitating the preparation and filing of annual compliance forms, such as statement of information forms, that may be required by local jurisdictions in order to remain in good standing with such jurisdiction.  In the event you use such Services, you agree that you are solely responsible for, and will reimburse ZanderFi for, all costs incurred by ZanderFi in filing such forms. You are solely responsible for filing such forms in a timely manner as may be required by relevant jurisdictions.

    (iii)  State Tax Service.  Our State Tax Service may assist you in filing your annual state fees and/or taxes.  We may also provide, as a courtesy, periodic notifications reminding you to pay such fees and/or taxes; provided, that, such notifications are made solely as a courtesy, and ZanderFi undertakes no obligation to provide any such notifications or at any particular frequency. You are solely responsible for payment of all third party fees and taxes related to your use of the State Tax Service. You agree to provide ZanderFi will all information necessary to complete any State Tax Service transaction.

    (iv)  Subsequent establishments.  Our set fees include services for the establishment and registration of an initial single-member LLC or PA entity during the onboarding process in one state only.  Any additional and/or subsequent entity formations, registrations, re-domestications, employer registrations, etc. may incur additional fees that will be passed on to you.

‍(f) Service Providers: You acknowledge and agree that any or all of the Services listed in this Agreement may be provided to you by third party service providers (“Service Providers”). In such instances, you agree that you will be required to accept and comply with the terms of service of such Service Provider. For more information regarding our Service Providers, please see here. You explicitly authorize ZanderFi and/or its Service Providers to fill, sign, and file forms and applications (“Forms”) on your behalf, to the extent necessary to provide you with the Services. You are not required or obliged to work with any of our Service Providers, and none of our Service Providers are required or obliged to work with any member. In the event you elect to work with one of our Service Providers, you acknowledge and agree that you are solely responsible for determining whether such Service Provider is appropriate for your business and holds the qualifications, training, and skills necessary for your business. We may, upon your written request, attempt to introduce you to additional Service Providers, however, we do not guarantee the availability or willingness of any Service Provider to assist you. You agree to take full responsibility for providing ZanderFi and/or its Service Providers with all necessary information to complete such Forms, and to communicate and cooperate with ZanderFi and its Service Providers in all regards and in a timely manner with regards to the completion and filing of the Forms, as well as any other processes required by ZanderFi or its Service Providers to provide you with the Services.

    (i)  Business License Service.  Our Business License Service may offer information related to the process involved in obtaining a business license and may also provide users with referrals to Service Providers who may be able to assist users in obtaining a business license.  ZanderFi has no responsibility with respect to your business license(s), including the payment of applicable fees or maintenance or cancellations thereof. In the event you use such Services, you agree that you are solely responsible for, and will reimburse ZanderFi for, all costs incurred by ZanderFi in filing such forms. 
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    (ii) No Responsibility for Advice and Information Provided.  ZanderFi is merely a facilitator of introductions between you and any Service Providers.  ZanderFi is not responsible for any advice or information provided by any Service Provider.  ZanderFi does not control any Service Providers is not responsible for the timeliness or responsiveness of any Service Provider.

‍(g) Not a Legal Service: You acknowledge, understand, and agree that: (i) ZanderFi is not a law firm and as such provides no legal advice of any kind whatsoever, (ii) you alone are responsible for all corporate, tax, securities and other legal and financial reporting, payment and compliance aspects of your personal and business activities, (iii) all information, forms, tools, and materials provided through the Services are provided to you for informational and educational purposes only and do not constitute legal advice, and (iv) none of the Services is intended to create an attorney-client relationship, and if you communicate with ZanderFi then your communication will not be subject to any attorney-client privilege. If you require legal advice at any time, you should consult with a licensed attorney. If you require financial advice, you should consult with a financial advisor. You are and will be representing yourself in any matter you undertake using the Services.

‍(h) Third Party Tools. We may make available certain third-party tools from time to time to assist you with running various aspects of your business.  We may update, replace and/or discontinue some, or all, of these tools at any time, without notice.  The use of third-party tools may be subject to additional terms and conditions, which will be made available to you, and you are solely responsible for reading and understanding such terms and conditions prior to any use of applicable tools.  You are solely responsible for your acts and omissions with regards to such third party tools, and agree to indemnify, defend and hold harmless ZanderFi, its officers, directors, employees and contractors from and against any and all damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) incurred by ZanderFi, its officers, directors, employees, and contractors, in connection with any action, claim or suit arising from your use of any third party tools.  ZanderFi makes no representations or warranties with respect to any third-party tools, including warranties of accuracy, timeliness, or completeness.

(i) Calculators and Interactive Tools.  We may offer certain calculators and other interactive tools as a convenience.  These calculators and tools are for informational purposes only.  ZanderFi makes no representations or warranties that such calculators or tools are comprehensive, timely or accurate.

(j) Your Responsibilities: You are solely and exclusively responsible for (i) managing your business, (ii) keeping your address, contact, and other business information updated with your bank, Service Providers, and government authorities, (iii) communicating with your bank, Service Providers, and government authorities, (iv) observing filing deadlines and filing requirements, (v) paying any applicable fees and taxes, (vi) verifying the availability and appropriateness of the desired business name, (vii) dissolving your business, if desired, (viii) entering information accurately, and (ix) complying with the law. Failure to do any of the foregoing may result in delays in the Services or termination of your account

The Services may enable you to send and receive valid e-signatures in the United States under the 2000 U.S. Electronic Signature in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted by individual states. ZanderFi does not authenticate users’ signatures or identities. By using the Services, you hereby consent to using electronic signatures on ZanderFi. You also agree that no certification authority or other third-party verification is necessary to validate your electronic signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of your electronic signature or any resulting contract signed using ZanderFi’s electronic signature service and technology.

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3. Your Account

While registering for and using the Services, you may be required to provide ZanderFi with certain information, including your name, contact information, date of birth, social security number (for the EIN Service or Business License Service), bank account information (for the FTB Service), business information, username and password (“Credentials”). ZanderFi handles such information with the utmost attention, care and security. Nonetheless, you, not ZanderFi, shall be responsible for maintaining and protecting your Credentials in connection with the Services. If your contact information or other information relating to your account changes, you must notify ZanderFi promptly and keep such information current. You are solely responsible for any activity using your Credentials, whether or not you authorized that activity. You should immediately notify ZanderFi of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify ZanderFi immediately.

For the sake of clarity, we will ask for your social security number solely in connection with the provision of the EIN Service and Business License Service. Once we have helped you obtain an EIN or license for your business, your SSN information is promptly deleted from our system.

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4. Content

A variety of information, messages, text, graphics, software, photographs, videos, data, and other materials (“Content”) may be made available through the Services by ZanderFi or its suppliers (“ZanderFi -Supplied Content”). While ZanderFi strives to keep the Content that it provides through the Services accurate, complete, and up-to-date, ZanderFi cannot guarantee, and is not responsible for the accuracy, completeness, or timeliness of any ZanderFi -Supplied Content. ANY OPINIONS, ADVICE, STATEMENTS, SERVICES, OFFERS, OR OTHER INFORMATION THAT CONSTITUTE PART OF THE CONTENT EXPRESSED OR MADE AVAILABLE BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION, SERVICE PROVIDERS, ARE THOSE OF THE AUTHORS OR DISTRIBUTORS AND NOT OF ZANDERFI OR ITS AFFILIATES OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS. ZANDERFI NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, SUBMISSION, POSTING, OR STATEMENT MADE THROUGH THE SERVICES. UNDER NO CIRCUMSTANCES WILL ZANDERI, OR ITS AFFILIATES, BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON ANY CONTENT OR OTHER INFORMATION OBTAINED THROUGH THE SERVICES.

You acknowledge that you may also be able to create, transmit, publish or display information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) through use of the Services. All such information is referred to below as “User Content.”

You agree that you are solely responsible for and that ZanderFi has no responsibility to you or to any third party for any User Content, and for the consequences of your actions (including any loss or damage which ZanderFi may suffer) in connection with such User Content. If you are registering for these Services on behalf of an organization, you also agree that you are responsible for the actions of anyone else you permit to use your account and for any User Content that such individuals might upload, record, publish, post, link to, or otherwise transmit or distribute through use of the Services. Furthermore, you acknowledge that ZanderFi does not control or actively monitor Content uploaded by users and, as such, does not guarantee the accuracy, integrity or quality of such Content. You acknowledge that by using the Services, you may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will ZanderFi be liable in any way for any such Content.

ZanderFi may refuse to store, provide, or otherwise maintain your User Content for any or no reason. ZanderFi may remove your User Content from the Services at any time if you violate these Terms or if the Services are canceled or suspended. If User Content is stored using the Services with an expiration date, ZanderFi may also delete the User Content as of that date. User Content that is deleted may be irretrievable. You agree that ZanderFi has no responsibility or liability for the deletion or failure to store any User Content or other communications maintained or transmitted through use of the Services.

ZanderFi reserves the right (but shall have no obligation) to monitor and remove User Content from the Services, in its discretion. You agree to immediately take down any Content that violates these Terms, including pursuant to a takedown request from ZanderFi. In the event that you elect not to comply with a request from ZanderFi to take down certain Content, ZanderFi reserves the right to directly take down such Content.

By submitting, posting or otherwise uploading User Content on or through the Services you give ZanderFi a worldwide, royalty-free, sublicensable, transferable, perpetual, irrevocable, and non-exclusive license to file, reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such User Content for the purpose of enabling ZanderFi to provide you with the Services, and for the limited purposes stated in our Privacy Policy.

Any tax advice included any communication may not contain a full description of all relevant facts or a complete analysis of all relevant tax issues or authorities. Such communication may not be used for the purposes of avoiding tax and/or penalties. Such communication is solely for the intended your (recipient's) benefit and may not be relied upon by any other person or entity.

Any communication (including messages and any attachments) may contain confidential information intended for a specific individual and purpose, and is protected by law. If you are not the intended recipient, you should delete such message and any disclosure, copying, or distribution of this message, or the taking of any action based on it, by you is strictly prohibited.

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5. Proprietary Rights

You acknowledge and agree that ZanderFi (or ZanderFi licensors) own all legal right, title and interest in and to the Services, Document Materials, and ZanderFi -Supplied Content and that the Services, Document Materials, and ZanderFi -Supplied Content are protected by copyrights, trademarks, patents, or other proprietary rights and laws (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

Except as provided in Section 4, ZanderFi acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you create, upload, submit, post, transmit, share or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with ZanderFi, you agree that you are responsible for protecting and enforcing those rights and that ZanderFi has no obligation to do so on your behalf.

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6. License from ZanderFi and Restrictions on Use

ZanderFi gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Services solely for your internal business use, in the manner permitted by these Terms.

You may not (and you may not permit anyone else to): (i) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by ZanderFi, in writing (e.g., through an open source software license); or (ii) attempt to disable or circumvent any security mechanisms used by the Services or any applications running on the Services.

You may not publicly share, redistribute, or sell Document Materials without ZanderFi ’s express written consent.

You may not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

You may not access the Services in a manner intended to avoid incurring fees or exceeding usage limits or quotas.

You may not access the Services for the purpose of bringing an intellectual property infringement claim against ZanderFi or for the purpose of creating a product or service competitive with the Services. You may not use any robot, spider, site search/retrieval application or other manual or automatic program or device to retrieve, index, “scrape,” 

“data mine” or in any way gather Content from the Services.

You agree that you will not upload, record, publish, post, link to, transmit or distribute User Content, or otherwise utilize the Services in a manner that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or ZanderFi, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) utilizes or contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).

You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. You affirm that you are over the age of 18, as the Services are not intended for use by individuals under 18.

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7. Pricing Terms

(a) Generally. We provide the Services to you at the rates and for the fees (“Fees”) described in our Pricing Terms, which will be communicated to you in the course of your registration for and/or use of the Services and are incorporated into this Agreement. These may include one-time Fees for formation and related filing services and costs; and may include ongoing fees for maintaining your business status or for providing the Services.  Generally, we charge our Fees up front prior to the performance of any Services, and charge for any expenses in arrears. Unless otherwise stated, all Fees are non-refundable, including if you terminate your subscription prior to the end of your subscription term. In the event you fail to make any payment, ZanderFi will provide you with seven (7) days to cure such failure, otherwise ZanderFi may terminate these Terms with or without notice. ZanderFi may charge the payment method (e.g., credit card, debit card, or bank account) you provided to ZanderFi (or to its Service Provider) in connection with such ongoing fees. If ZanderFi collects fees for services provided by Service Providers, ZanderFi's sole role is to collect and remit fees to these Service Providers. ZanderFi may also facilitate direct payments to Service Providers, cities, states and other governmental agencies. If ZanderFi facilitates direct payment to Service Providers, cities, states or other governmental agencies, ZanderFi takes no role or responsibility in the collection or remittance of fees. ZanderFi does not take on any obligation with respect to the delivery of the relevant services provided by Service Providers. To the extent the Fees you provide ZanderFi include amounts associated with the filing fees for Forms, you authorize ZanderFi to pay such filing fees on your behalf. For the sake of clarity, ZanderFi does not remit income or payroll taxes, or hold money on behalf of the client.

(b) Subscription Fees; Automatic Renewal. You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you select your subscription package (each, a “Service Commencement Date”).  Except as set forth in these Terms, all fees for the Services are non-refundable.  Your subscription will continue indefinitely until terminated in accordance with these Terms.  After your initial subscription period, and against after any subsequent subscription period, your subscription will automatically commence on the first day following such period (each, a “Renewal Commencement Date”) and continue for an additional equivalent period, at ZanderFi’s then-current price for such subscription.  You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days’ prior to the Renewal Commencement Date. If you cancel your subscription in accordance with this Section, your subscription will terminate at the end of the month for which Service Subscription Fees have been paid.

(c) Discounts and Other Promotions.  Any discount or other promotion must be used within the specified time of the trial.  At the end of the trial period, your discount or other promotion will expire, and no further discounts or promotional benefits will be provided.

(d) Taxes.  The payments required under this Section do not include any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.  

(e) Referral Programs.  ZanderFi may, from time to time, offer certain referral incentive programs.  Any such programs will be subject to the additional terms that accompany such program.  Unless otherwise stated in the applicable referral program terms, all amounts owed by ZanderFi to users will be provided in the form of a credit that may only be applied to the Services and will not be transferrable.

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8. Privacy Policies

These Services are provided in accordance with our Privacy Policy, which can be found here. You agree to the use of your User Content and personal information in accordance with these Terms and ZanderFi’s Privacy Policy.

Notwithstanding anything to the contrary, you agree to permit ZanderFi to identify your business as a customer and to use your name and/or logo in ZanderFi’s website and marketing materials.

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9. Modification and Termination of Services

ZanderFi is constantly innovating to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which ZanderFi provides may change from time to time without prior notice to you, subject to the terms in these Terms and our Privacy Policy. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation changes to fee and payment policies, security patches, added functionality, automatic updates, and other enhancements. Any new features that may be added to the website or the Services from time to time will be subject to these Terms, unless stated otherwise.

You may terminate these Terms at any time by canceling your account on the Services. You will not receive any refunds if you cancel your account.

You agree that ZanderFi, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Services may be without prior notice, and you agree that ZanderFi will not be liable to you or any third party for such termination.

You are solely responsible for exporting your User Content from the Services prior to termination of your account for any reason, provided that if we terminate your account, we will endeavor to provide you a reasonable opportunity to retrieve your User Content.

Upon any termination of the Services or your account these Terms will also terminate, but all provisions of these Terms which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Following cancellation of your account, you will have a reasonable period of time to download all data and information you have saved with our Services, and to transition/close any accounts with any Service Providers and/or tools you may have created via the Services. You are solely responsible for all matters related to your business following termination of your Account, including the preparation and filing of your personal and business tax returns, unless ZanderFi otherwise agrees in writing.  ZanderFi will not have any further liability or any obligations with respect to your business or any Service Providers you may have engaged via the Services, including without limitation, corporate compliance issues, business license renewals and/or closures, EIN closures, bank accounts, tax returns and bookkeeping.

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10. Changes to the Terms

These Terms may be amended or updated from time to time without notice and may have changed since your last visit to the website or use of the Services. It is your responsibility to review these Terms for any changes. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using the Services. Please visit this page regularly to review these Terms for any changes.

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11. Disclaimer of Warranty

(a) Generally. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

ZANDERFI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ZANDERFI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.

(b)  Service Providers.  ZANDERFI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE ACTS OR OMISSIONS OF ANY SERVICE PROVIDER, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, OPINIONS OR ADVICE PROVIDED THEREBY.

(c) Your Actions.  ZANDERFI SHALL HAVE NO RESPONSIBILITY FOR YOUR ACTS OR OMISSIONS IN CONNECTION WITH THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES ARE APPROPRIATE FOR YOU, AND FOR ANY RELIANCE THEREON.  YOU ARE ALSO RESPONSIBLE FOR ANY ACTS OR OMISSIONS TAKEN WITH RESPECT TO ANY INFORMATION OR ADVICE PROVIDED BY OR ON BEHALF OF ZANDERFI.

(d) Limited Exclusions. NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT ZANDERFI’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

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12. Limitation of Liability

SUBJECT TO SECTION 11 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZANDERFI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

THE LIMITATIONS ON ZANDERFI 'S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT ZANDERFI HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL ZANDERFI’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PAST TWELVE MONTHS, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

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13. Indemnification

You agree to hold harmless and indemnify ZanderFi, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or Service Providers (collectively “ZanderFi and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, or (d) your User Content or use thereof, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.

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14. Third-Party Content & Services

The Services may include references or hyperlinks to other web sites or content or resources or email content. ZanderFi has no control over any websites or resources which are provided by companies or persons other than ZanderFi.

You acknowledge and agree that ZanderFi is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources.

You acknowledge and agree that ZanderFi is not liable for any loss or damage which may be incurred by you or other users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.

The Services may also incorporate certain third party software and services (“Third Party Services”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Services. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Services.

15. Feedback

You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products. By submitting any feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place ZanderFi under any fiduciary or other obligation, and that we are free to use such feedback without any additional compensation to you, and/or to disclose such feedback on a non-confidential basis or otherwise to anyone.