[ucc connect : File Online in California]
Terms and Conditions of Use

1. Welcome. Welcome to the Web site of the Business Programs Division of the California 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 & conditions of use," are set forth in this Terms and Conditions of Use agreement between you and the California Secretary of State. By logging into UCC Connect you are indicating your agreement to comply with and be bound by the following Terms and Conditions of Use. If you are a Non-Subscriber to this Site, you will be able to file documents, conduct searches, review the results of those searches and order copies or certificates. Only Subscribers with a Customer Account who have signed the UCC Data and Images Agreement will be able to use the web to place bulk orders and/or conduct transactions using XML.

2. Who Owns This Site? This Site is owned by the State of California, under the operation of the California Secretary of State. The California Secretary of State is the statutorily authorized filing officer for certain Business Filings and Uniform Commercial Code records. The Business Programs Division maintains these records. This division is made up of three distinct sections: (1) Business Filings—handles filings for corporations, limited partnerships, limited liability companies, and other business entities; (2) Notary Public—commissions and oversees the state’s active notaries public so that customers are guaranteed consistency and quality of service; and (3) Uniform Commercial Code—processes and maintains documents that protect security interests in certain personal properties used as collateral for loans, and notices state and federal tax liens.

3. Fees and Payment Methods. In accordance with California law, the Secretary of State’s Office has adopted specific filing forms with associated filing fees. Select the Help tab from the navigation bar to view the Fee Schedule. Non-Subscribers must pay all fees by credit card. UCC Connect Subscribers may pay fees by an established customer account, automated clearing house (ACH), or valid credit card. Customer accounts must be funded in order to use the account as a payment method for web-based services. Funds can be added to the account via a valid credit card at any time using the Account Maintenance Menu of the California Business Portal. A customer can also fund their Customer Account using a personal/business check or money order at the UCC Counter or through the mail. The SOS accepts Visa, Mastercard, and Discover card.

4. Availability of the System. This Site may be brought down from time to time due to system maintenance requirements. The California SOS does not guarantee specific hours of availability.

5. Privacy Statement. The California SOS respects your right to privacy when viewing pages on our Internet site. We do not monitor or collect any information on individual visitors to our Internet site except in certain instances when technical assistance may be needed. We do not place "cookies" on the computers of visitors to our site. Unless excluded by the California Public Records Act or other state law, most of the information contained on documents filed at the Secretary of State's office, either electronically or on paper, is open to the public. This Privacy Statement does not alter the public accessibility of that information.

6. Security. The State, as developer and manager of this web site, has taken several steps to safeguard the integrity of its telecommunications and computing infrastructure, including but not limited to authentication, monitoring, auditing, and encryption. Security measures have been integrated into the design, implementation, and day-to-day practices of the operating environment as part of its continuing commitment to risk management. This information should not be construed in any way as giving business, legal, or other advice, or warranting as fail proof the security of information provided via the State's supported web site. All provisions and penalties as described in California Penal Code section 502 shall apply to this agreement.

7. Your Use Obligations. You are responsible for all activities undertaken by you using any services provided by SOS. All such activities are at your own risk. You shall not use, nor permit others to use, this site or any SOS services provided through this site in a manner or for a purpose contrary to these Terms and Conditions of Use. You are responsible for all activities that occur under your password or account, and will keep your password(s) confidential. You will immediately notify us of any unauthorized use of your password or account or any other breach of security. You will not disrupt the functioning of the site, solicit another user’s password, or otherwise act in a way that interferes with other users’ use of the site. You will not post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information.

8. Prohibited Use. User is prohibited from using the Site in any way to:
i) Restrict or inhibit another user from using and enjoying the Site;
ii) 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;
iii) 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 of viruses, robots, worms, or trojan horses;
iv) Access another person's or entity's account information or briefcase files without the permission of that person or entity;
v) 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;
vi) 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;
vii) Post or transmit content that encourages or provides instructional activities about illegal activities, such as hacking;
viii) Post, transmit, or in any way exploit any information, software, or other material for advertising or commercial purposes;
ix) 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;
x) 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;
xi) Decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any proprietary software deployed in connection with SOS products and services;
xii) Use the Site to collect personally identifying information about users of the Site in violation of the SOS's Privacy Policy; or
xiii) Perform any activities that the SOS determines (in its sole discretion) may be harmful to the SOS, the Site, or other users of the Site.

9. 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.

10. Trademarks. The name UCC Connect, the logo, and other names for SOS products and services are trademarks/service marks of the California SOS. Other product and company names mentioned on the Site may be trademarks/service marks of their respective owners.

11. 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.

12. Limitation of Liability. The California SOS attempts to maintain the highest accuracy of content on its web site. Any errors or omissions should be reported for investigation. The SOS makes no claims, promises, or guarantees about the absolute accuracy, completeness, or adequacy of the contents of this Site and expressly disclaims liability for errors and omissions in the contents of this Site. No warranty of any kind, implied, expressed, or statutory, including but not limited to the warranties of non-infringement of third party rights, title, merchantability, fitness for a particular purpose, and freedom from computer virus, is given with respect to the contents of this web site or its hyperlinks to other Internet resources. Reference in this Web Site to any specific commercial products, processes, or services, or the use of any trade, firm, or corporation name is for the information and convenience of the public, and does not constitute endorsement, recommendation, or favoring by the State of California, or its employees or agents. This Terms and Conditions of Use Policy is subject to change without notice.

13. Indemnification. You agree to defend, indemnify, and hold harmless the California SOS, the State of California, 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 a federal, state, or local governmental unit is only to the extent allowed by law.

14. Disclaimer. Neither the Secretary of State’s Office nor any division, officer, or employee of the Secretary of State warrants the accuracy, reliability, or timeliness of any information on this web site, and shall not be liable for any losses resulting directly or indirectly from such reliance on the accuracy, reliability, or timeliness of such information. Any person or entity who relies on any information obtained from the web site does so at his or her own risk.

15. Links to Other Sites. The SOS California Portal has links to sites we feel might be useful to you and which may provide services. When you link to another site, you are no longer on our site and are subject to the privacy policy of the new site.

16. Monitoring. The SOS has no obligation to monitor this Site, however, the SOS reserves the right to, and may, from time to time, monitor any and all information transmitted or received through the Site, to ensure proper operation, to verify the functioning of applicable security features, and for comparable purposes. Anyone using this system expressly consents to such monitoring. Unauthorized attempts to modify any information stored on this system, to defeat or circumvent security features, or to utilize this system for other than its intended purposes are prohibited and may result in criminal prosecution.

17. Modifications to Services Provided. The California SOS reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any services provided through this site (or any part thereof) with or without notice. You agree that SOS shall not be liable to you or to any third party for any modification, suspension, or discontinuance of such services.

18. Minors. Children are not eligible to use services that require submission of personal information, and we require that minors (under the age of 18) do not submit any personal information to us. This includes submitting personal information to the State as part of a user profile or personalization profile. 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.

19. 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.

20. Miscellaneous. This Agreement shall be treated as though it were executed and performed in Sacramento, Sacramento County, California and shall be governed by and construed in accordance with the laws of the State of California (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 Sacramento County, California. 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.