Effective Date: 30th September
Last Updated: 30th September
These Terms of Use govern your access to and use of the ProspIn digital platform located at prospin.io and all related services, products, features, and applications provided by ProspIn LLC, a Limited Liability Company organized under the laws of Próspera ZEDE. By accessing, browsing, or using our Platform or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy available at prospin.io/privacy, and all other policies and agreements referenced herein.
Your access to and use of our Platform constitutes your acceptance of these Terms and creates a legally binding agreement between you and ProspIn LLC. If you do not agree to these Terms, you must not access or use our Platform or Services. These Terms apply to all users, visitors, clients, and others who access our Platform, regardless of whether you create an account or purchase services.
Our Platform facilitates access to various specialized services, each governed by specific terms and conditions that supplement and extend these general Terms of Use. The following agreements and policies are hereby incorporated by reference and form part of your overall agreement with ProspIn:
When you use any specific service offered through our Platform, you agree to be bound by the applicable service-specific terms in addition to these general Terms. In the event of any conflict between these general Terms and a service-specific agreement, the service-specific agreement shall control for matters specifically addressed therein, while these general Terms govern all other aspects of your relationship with ProspIn and use of the Platform.
To use our Platform and Services, you must be at least eighteen years of age and have the legal capacity to enter into binding agreements. You represent and warrant that you meet these eligibility requirements and that all information you provide is accurate, complete, and current.
Access to our Platform requires creation of a user account with accurate, complete, and current information. You represent and warrant that all information provided during registration and thereafter is truthful and accurate, and you agree to promptly update such information as changes occur. Your failure to maintain accurate and up-to-date information is a material breach of these Terms and grounds for immediate termination of your account and services.
You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account, whether authorized by you or not. You must immediately notify us of any unauthorized use of your account or any other breach of security. We reserve the right to suspend or terminate your account if we reasonably suspect unauthorized access, fraudulent activity, or violation of these Terms.
Our Platform operates through web-based interfaces and may include mobile applications or other digital tools. You are responsible for obtaining and maintaining all equipment, software, and internet connectivity required to access the Platform. We do not guarantee that the Platform will be compatible with all devices or operating systems.
We strive to maintain Platform availability but do not guarantee uninterrupted access. The Platform may be temporarily unavailable due to maintenance, technical issues, or circumstances beyond our control. We reserve the right to modify, suspend, or discontinue any aspect of the Platform or services at any time with or without notice, provided that we will use reasonable efforts to provide advance notice of planned maintenance or significant changes.
You may use our Platform solely for lawful business purposes related to corporate formation, regulatory compliance, and business administration within the scope of services we offer. Our Platform is designed to facilitate legitimate business activities and regulatory compliance, and any use outside this intended purpose is strictly prohibited.
You may not use our Platform or Services to engage in any illegal activities, violate any applicable laws or regulations, infringe upon intellectual property rights, transmit harmful or malicious content, or interfere with the Platform's operation or security. You may not attempt to gain unauthorized access to any portion of the Platform, other user accounts, or our computer systems or networks through hacking, password mining, or any other means.
If we reasonably suspect that your account has been used for unauthorized, illegal, or criminal purposes, you hereby give us express authorization to share information about you and your account with law enforcement agencies as required or permitted by law.
The use of any virtual address services provided through our Platform is strictly limited to official business correspondence and regulatory purposes as specified in the applicable Registered Agent and Virtual Office Services Agreement. Any use of our addresses for physical operations, general mail forwarding, package receipt, or purposes beyond official business registration and compliance is strictly prohibited and constitutes a material breach of these Terms.
Your ability to use our address is strictly dependent on the specific services you purchase from us. Due to the privacy-focused features of our proprietary operations, services may not be compatible with some third-party services, such as USPS Informed Delivery. Any use of our address on tax forms or filings completed by you is solely your responsibility, and we bear no liability for any consequences arising from such use.
Our Platform may include optional document storage features that allow you to upload and store business documents in your client portal. Use of these features is optional and requires establishment of an online account. If you choose to use document storage features, you agree not to upload or store anything to which you do not possess the necessary rights or anything that is illegal, dangerous, destructive, or illicit material.
We may review your conduct and content for compliance with these Terms. If we determine in our sole discretion that you are in violation of these Terms, we may terminate any and all services connected to your account. It is your responsibility to ensure compliance with these Terms and to maintain backup copies of all important documents.
For services involving receipt of physical documents, we do not perpetually retain original copies. We expect that clients will diligently and promptly act to avoid delivery of vital documents to our offices and will request forwarding of original documents when necessary. Unless otherwise agreed in writing, all forwarding requests will be at the client's expense. All documents and mailings are destroyed after thirty days following digital scanning, except where longer retention is required by law or regulation.
Packages arriving at our offices will be refused upon delivery or returned to their location of origin if immediate refusal is not possible. In the event that neither refusal nor return is possible, you will be informed of the package receipt. By using our services, you agree that if we receive packages on your behalf, we are not acting as a bailee or warehouse and owe no duty of care in holding or shipping packages. We will only hold packages for twelve days from receipt and notification before proper disposal.
You consent to receive communications from us electronically, including through email, text messages, in-Platform notifications, and posted notices. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing. Electronic communications may include service updates, alerts, information, promotions, specials, and marketing offers.
You may be required to provide electronic or hard copy signatures for document filing purposes. You agree to provide such signatures when required for services you have requested. Electronic signatures provided through our Platform comply with applicable electronic signature laws and are legally binding.
By providing your mobile phone number and consenting to receive communications, you agree to receive Short Message Service text messages from us. Message frequency varies but will not exceed one message per day. Standard message and data rates may apply from your wireless provider, and you are responsible for all charges. Your participation is voluntary, and you may opt out at any time by following the unsubscribe instructions or contacting our support team at [[email protected]].
You retain ownership of all content, data, and materials you upload, submit, or transmit through the Platform, but you grant ProspIn a worldwide, non-exclusive, royalty-free license to use, store, process, and transmit such content solely for the purpose of providing services to you. This license includes the right to make backup copies for security purposes, convert formats for platform compatibility, and share content with third-party service providers as necessary for service delivery.
You are solely responsible for the accuracy, completeness, legality, and appropriateness of all content you provide. You represent and warrant that you have all necessary rights to provide such content and that your content does not infringe upon any third-party rights or violate any applicable laws. You agree not to upload or transmit any content that is illegal, harmful, threatening, abusive, defamatory, or otherwise objectionable.
Our license to your content terminates when you delete such content from your account, except where retention is required by law, regulation, or legitimate business purposes such as backup and disaster recovery. We implement appropriate technical and organizational measures to protect your data as described in our Privacy Policy and Security Policy, but you acknowledge that no system is completely secure and you use the Platform at your own risk regarding data security.
ProspIn owns all right, title, and interest in and to the Platform, including all software, designs, text, graphics, user interfaces, trademarks, logos, and other intellectual property. These Terms grant you only a limited, non-exclusive, non-transferable license to access and use the Platform in accordance with these Terms. You may not copy, modify, distribute, sell, or lease any part of our Platform or included software, nor may you reverse engineer or attempt to extract the source code of that software, except to the extent that any restriction is expressly prohibited by applicable law.
Any feedback, suggestions, or ideas you provide regarding the Platform or our services become the property of ProspIn, and you agree that we may use such feedback without any obligation to compensate you and without any restriction regarding confidentiality. You waive any rights you may have to such feedback and agree not to assert any ownership rights therein.
The Platform may include third-party content or links to third-party websites or services. We do not endorse or control third-party content and are not responsible for its accuracy, legality, or appropriateness. Third-party content is subject to separate terms and licenses, and you use such content at your own risk.
All fees for services are as specified in the applicable service agreements or as posted on the Platform. Payment terms, late fees, interest charges, and collection procedures are governed by the relevant service-specific agreements. You authorize ProspIn to charge your designated payment method for all fees associated with your use of services, and you agree to maintain valid payment information for all active services.
For services offering automatic payment options, you may enroll in such services subject to the terms specified in the applicable service agreement. Your enrollment in automatic payment constitutes authorization for us to charge your payment method for recurring fees on the scheduled dates without additional notice. Some services require enrollment in monthly automatic payments, and you authorize us to charge your account every thirty days for such services.
If any payment method fails or there is not a valid method saved in your account, we may suspend your account and require payment to reinstate or cancel services. You agree that you are liable for all third-party collection agency recovery fees and charges. You are solely responsible for any fees charged by your financial institution, including membership, overdraft, insufficient funds, and over-limit fees.
Unless otherwise stated in the applicable service agreement, all purchases are final and non-refundable after ninety days. No refunds will be given for charges more than ninety days old unless otherwise agreed in writing or required by law. We reserve the right to issue refunds or credits at our sole discretion, and issuance of any refund does not create an obligation to issue similar refunds in the future.
Your use of the Platform and services is subject to all applicable laws and regulations, including those of Próspera ZEDE and your jurisdiction of residence or business operations. You represent and warrant that your use of our services complies with all applicable laws and that you will maintain all necessary licenses, permits, and registrations for your business activities.
You represent that you are not located in, under the control of, or a national or resident of any country subject to economic sanctions or export restrictions, and that you are not on any government list of prohibited parties. You agree to comply with all applicable export control laws and regulations.
For clients subject to the Corporate Transparency Act or similar beneficial ownership reporting requirements, you acknowledge that you are responsible for timely compliance with all reporting obligations. We may provide assistance with such filings as a separate service, but the ultimate responsibility for compliance remains with you. All beneficial ownership information and identification documents provided to us will be encrypted and automatically deleted after ninety days unless longer retention is required by law.
Important Legal Notice:
ProspIn is not a law firm and does not provide legal advice. We provide information and act as a service provider for business formation and compliance assistance. No attorney-client relationship exists between you and ProspIn, and none of our communications are protected as attorney-client communications. Use of our services does not create any fiduciary duty or obligations, either implied or express, by any agent, affiliate, or employee of ProspIn.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. PROSPIN DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
PROSPIN DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION AVAILABLE THROUGH THE PLATFORM.
We disclaim any liability for actions or omissions of third-party service providers, government delays in processing filings, postal service or courier delivery failures, third-party payment processor errors, or internet service provider outages or failures.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROSPIN'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM OR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO PROSPIN IN THE TWELVE MONTHS PRECEDING THE CLAIM.
IN NO EVENT SHALL PROSPIN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, DATA LOSS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY AND WHETHER PROSPIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The specific limitations of liability for individual services are set forth in the applicable service agreements and are incorporated herein by reference. These limitations reflect the allocation of risk between the parties and the fees charged for services.
ProspIn shall not be liable for any delay or failure in performance resulting from causes beyond our reasonable control, including natural disasters, acts of government, war, terrorism, epidemic, internet outages, cyber attacks, labor disputes, or failures of third-party service providers. If such events continue for more than sixty days, we may terminate services without liability.
You agree to indemnify, defend, and hold harmless ProspIn, its officers, directors, employees, agents, and affiliates from and against all claims, losses, damages, liabilities, costs, and expenses arising from or relating to your use of the Platform, violation of these Terms, violation of any applicable laws, infringement of any third-party rights, your business activities, the accuracy of information you provide, any copyright infringement claims that may arise from our scanning documents on your behalf, failure of any third party including the United States Postal Service or commercial delivery services to provide accurate and timely delivery, any loss, damage, or destruction of your documents by any cause, our being named as a defendant based on our status as your registered agent, and any claims relating to your failure to maintain updated information.
This indemnification obligation includes reasonable attorneys' fees and extends to claims arising from your business activities, regulatory compliance failures, and third-party disputes. Your indemnification obligations survive termination of these Terms and continue for the applicable statute of limitations period.
Either party may terminate your access to the Platform and services in accordance with the procedures specified in the applicable service agreements. We may terminate your account immediately for material breach of these Terms, suspected illegal activity, failure to pay fees when due, providing false information, or using services for unauthorized purposes.
Upon termination, your access to the Platform will cease immediately, and you must discontinue all use of our services. Termination does not relieve you of any obligations that accrued prior to termination, including payment obligations and indemnification duties. Upon termination, we are released from any duty to notify you about correspondence received after termination, even if our address is still listed on corporate filings, and we have the right to remove ourselves as registered agent, which may result in your entity going into default or losing good standing.
The effects of termination, including data retention, service cessation, and ongoing obligations, are governed by the specific terms of each service agreement to which you are bound. You waive any right to file a change of address request with postal services and waive any claims for statutory damages or tort claims upon termination.
These Terms shall be governed by and construed in accordance with the Roatan Common Law Code of Próspera ZEDE, Republic of Honduras, without regard to conflict of laws principles. You consent to the exclusive jurisdiction of the courts and arbitration tribunals of Próspera ZEDE for resolution of disputes.
Before initiating formal dispute resolution, you must attempt to resolve any dispute through direct communication with our support team. If direct communication fails, you must send written notice via certified mail to ProspIn LLC, Legal Department, [Address], Próspera ZEDE, Roatán, Honduras. The notice must include your contact information, detailed description of the dispute, specific relief sought, and whether you contend the dispute is arbitrable.
Both parties must then negotiate in good faith for sixty days after notice receipt. This period may be extended by mutual agreement. Completion of this process is mandatory before initiating arbitration, and all limitation periods are tolled during this process.
Any dispute not resolved through negotiation must be resolved through binding arbitration administered by the Próspera Arbitration Center LLC under the applicable Próspera arbitration rules. The arbitration shall proceed with a single arbitrator, and the seat of arbitration shall be Roatan, Honduras, or another location determined by the arbitrator. Parties may appear by video conference, and proceedings shall be conducted in English.
CLASS ACTION WAIVER
YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, REPRESENTATIVE PROCEEDINGS, OR COLLECTIVE ARBITRATIONS. All disputes must be resolved individually. If twenty-five or more similar demands for arbitration are filed, these shall be considered coordinated filings and may be administered together with shared fees and procedures.
The arbitrator shall have authority to grant any relief available in court but may conduct only individual arbitration and may not consolidate claims or preside over class proceedings. Judgment on the arbitrator's award may be entered in any court having jurisdiction.
You agree that any action or proceeding relating to any dispute must commence within one year after the alleged cause of action accrues, or such claim shall be forever barred. This limitation period applies regardless of the legal theory asserted and supersedes any longer limitation period that might otherwise apply.
We may update these Terms and any referenced policies from time to time. We will provide notice of material changes through the Platform, via email to your registered address, or through other reasonable means. Your continued use of the Platform after such changes constitutes acceptance of the updated terms. If you do not agree to any changes, you must discontinue use of the Platform and may terminate your account in accordance with the applicable termination procedures.
We may modify the price, content, or nature of services at any time with appropriate notice. Changes to service-specific terms are governed by the procedures specified in the applicable service agreements.
These Terms, together with our Privacy Policy and applicable service agreements, constitute the entire agreement between you and ProspIn regarding your use of the Platform and services. These Terms supersede all prior or contemporaneous agreements, representations, or understandings relating to the subject matter herein, except for any signed agreements that specifically reference and supersede portions of these Terms.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Our failure to enforce any provision of these Terms shall not constitute a waiver of our right to enforce such provision or any other provision in the future.
These Terms are binding upon your heirs, successors, and assigns. You may not assign or transfer your rights or obligations under these Terms without our prior written consent, which we will not unreasonably withhold. ProspIn may assign these Terms in connection with any merger, acquisition, or sale of assets without your consent.
All notices required under these Terms must be delivered in accordance with the notice procedures specified in the applicable service agreements. Electronic communications sent to your registered email address shall be deemed received when sent.
For questions regarding these Terms, technical support, or to report violations, please contact us through the following methods:
ProspIn LLC
Beta Building, Oficina 6
Próspera ZEDE
St. John's Bay, Roatán
Islas de Bahia 34101
Honduras
Our customer support team is available to assist with questions about these Terms and your use of our Platform and services. Support hours and response times are posted on our Platform.
By using our Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use and any applicable service-specific agreements.