Terms of Service

These Terms of Service (“Terms”) govern access to and use of the Brickell Business Partners website, forms, content, communications, and other online features that link to these Terms (collectively, the “Site”). “BBP,” “we,” “us,” and “our mean Brickell Business Partners and the applicable affiliate providing the Site or identified in a written agreement.

1. Acceptance, Eligibility, and Authority

By accessing or using the Site, submitting a form that affirmatively references these Terms, or otherwise indicating acceptance, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Site or submit information through it.

You represent that you are at least the age of legal majority where you reside and legally capable of entering a binding agreement. If you act for a company or another person, you represent that you have authority to bind that party; “you” includes that party. The Site is not directed to children.

2. Scope and Order of Precedence

These Terms govern use of the Site and preliminary interactions. Any consultation, subscription, filing, formation, registered-agent arrangement, virtual-office service, advisory project, creative or technology project, marketing engagement, or other paid service requires acceptance by BBP and may be governed by a proposal, order form, statement of work, service schedule, client agreement, or other written contract (each, a “Service Agreement”).

If a Service Agreement conflicts with these Terms, the Service Agreement controls for that engagement. These Terms do not amend an executed Service Agreement unless it expressly incorporates them. Third-party terms may also apply to third-party products or services.

3. No Engagement Created by Website Use

Website access, a contact-form submission, an email, a consultation request, preliminary discussion, proposal, or transmission of information does not obligate BBP to accept an engagement, perform Services, reserve capacity, meet a deadline, protect a name, submit a filing, or create an exclusive, fiduciary, professional, confidential, agency, partnership, joint-venture, employment, or other special relationship.

An engagement begins only when the applicable Service Agreement has been accepted, all required onboarding conditions have been satisfied, and BBP confirms commencement. Unless a written confidentiality agreement or applicable law provides otherwise, do not send trade secrets, privileged material, or highly sensitive information before an engagement is confirmed and an approved transmission method is provided.

4. Nature of Information and Professional Matters

4.1 General informational content

Site content is provided for general business information and does not account for your complete circumstances. It is not a promise, guarantee, opinion letter, due-diligence conclusion, or substitute for professional judgment. Information may become outdated and may contain errors despite reasonable efforts.

4.2 Legal, tax, accounting, investment, and regulated advice

Unless a separately identified, appropriately licensed professional expressly agrees in writing to provide a regulated service, BBP is not acting through the Site as your attorney, certified public accountant, tax adviser, investment adviser, broker, dealer, insurer, lender, fiduciary, or other licensed professional. Entity-selection discussions, filing coordination, business planning, templates, and operational guidance are not legal, tax, accounting, investment, securities, insurance, or financial advice.

You are responsible for obtaining advice from appropriately qualified professionals concerning entity structure, jurisdiction, ownership, governance, taxes, employment, intellectual property, securities, privacy, licensing, immigration, sanctions, financing, and other regulated matters. BBP may coordinate with independent professionals but does not guarantee their advice or assume responsibility for services they independently provide.

4.3 No guaranteed outcome

Business results depend on facts, decisions, markets, counterparties, government action, vendors, execution, and conditions beyond BBP’s control. BBP does not guarantee approval, availability, registration, funding, banking access, licensing, tax treatment, profitability, revenue, traffic, leads, conversion, ranking, uninterrupted operation, regulatory outcome, or any other result.

5. Government and Third-Party Services

The Services may involve government agencies, filing offices, registered agents, virtual-office operators, mail carriers, payment processors, banks, insurers, domain registrars, hosting companies, software providers, app stores, advertising platforms, professional advisers, and other independent third parties. Their availability, processing time, pricing, rules, eligibility standards, security, decisions, and performance are outside BBP’s control.

Government and third-party fees may be nonrefundable and may change without notice. Estimated timelines are not guarantees. BBP is not responsible for delay, rejection, suspension, loss, expense, or damage caused by incomplete or inaccurate client information; government or third-party action or inaction; platform changes; outages; force majeure; or events outside BBP’s reasonable control.

Links and integrations are provided for convenience and do not constitute endorsement. Your use of a third party is governed by its own terms and privacy practices.

6. Your Responsibilities

You agree to:

• provide complete, current, accurate, lawful, and nonmisleading information and promptly correct changes;
• review all names, documents, filings, instructions, proofs, specifications, and deliverables before approval or use;
• maintain authority, licenses, consents, notices, permissions, and intellectual-property rights necessary for materials and instructions you provide;
• meet deadlines, respond timely, maintain adequate records, and independently monitor legal, tax, license, renewal, reporting, and compliance obligations unless a Service Agreement expressly assigns a specific task to BBP;
• protect account credentials and approved communication channels and promptly report suspected compromise;
• verify payment and sensitive-information requests through a trusted channel before acting;
• use the Site and Services only for lawful business purposes and in compliance with applicable laws, sanctions, export controls, anti-bribery rules, privacy obligations, and third-party rights; and
• avoid representing that BBP, a government body, or any third party sponsors, licenses, guarantees, or endorses you unless authorized in writing.

You remain responsible for business decisions and for the consequences of approvals or instructions issued by you or an apparently authorized representative. BBP may rely on communications reasonably believed authentic until notified otherwise and given reasonable time to act.

7. Virtual-Office, Address, and Mail Services

If offered, virtual-office, address, mail-receipt, scanning, forwarding, telephone, or workspace services are governed by a separate Service Agreement and provider requirements. An address service does not create a lease, tenancy, domicile, residence, ownership interest, permanent establishment, tax nexus determination, or unrestricted right to use an address for every governmental, financial, licensing, immigration, credit, or regulated purpose.

You may not use any address or mail service for unlawful, deceptive, sanctioned, hazardous, obscene, fraudulent, or unauthorized activity; to misrepresent physical presence; or to receive restricted items. You are responsible for postal authorizations, identification, beneficial-owner disclosures, forwarding fees, storage limits, prohibited items, and updating senders and agencies when service ends.

Mail may be delayed, misdirected, damaged, lost, returned, inspected, refused, or handled by independent operators and carriers. BBP may suspend or terminate address or mail access when required by law, provider policy, safety, nonpayment, suspected misuse, or the applicable Service Agreement.

8. Intellectual Property and Submitted Materials

8.1 Site ownership

The Site, design, text, graphics, trademarks, service marks, logos, photographs, software, code, arrangement, and other content are owned by or licensed to BBP and protected by intellectual-property laws. Subject to these Terms, BBP grants you a limited, revocable, nonexclusive, nontransferable license to access and use the Site for lawful internal business evaluation. No other right is granted by implication, estoppel, or otherwise.

8.2 Restrictions

You may not copy, reproduce, republish, sell, license, distribute, frame, mirror, scrape, systematically extract, reverse engineer, alter, remove notices from, or create derivative works from the Site except as expressly permitted by law or written authorization. BBP names and marks may not be used without prior written consent.

8.3 Materials you submit

You retain ownership of materials you submit. You grant BBP and its providers a nonexclusive, worldwide, royalty-free license to host, reproduce, transmit, modify, and otherwise process those materials only as reasonably necessary to evaluate requests, provide Services, operate and secure systems, comply with law, and enforce agreements. You represent that the materials and BBP’s authorized use will not violate law, confidentiality duties, or third-party rights.

8.4 Client deliverables

Ownership, licenses, portfolio rights, preexisting materials, open-source components, third-party assets, acceptance, and transfer of client deliverables are governed exclusively by the applicable Service Agreement. No transfer occurs merely because a proposal, draft, concept, preview, or sample is provided.

9. Prohibited Conduct

You may not use the Site to:

• violate law, regulation, court order, sanctions, export controls, or another person’s rights;
• submit false identities, forged documents, misleading ownership information, malicious code, or unauthorized personal information;
• impersonate another person or misrepresent affiliation, authority, location, or business status;
• interfere with security, probe vulnerabilities, bypass access controls, overload systems, or disrupt another user;
• harvest information, send spam, conduct unauthorized surveillance, or use automated means to access the Site without permission;
• develop or facilitate fraud, money laundering, evasion, infringement, harassment, discrimination, or deceptive commercial practices; or
• use Site content or output to train, benchmark, or develop a competing model, dataset, service, or commercial product without written permission.

BBP may block access, preserve evidence, investigate, report suspected misconduct, and cooperate with authorities or affected parties as permitted by law.

10. Electronic Communications and Signatures

You consent to transact electronically and receive notices, disclosures, invoices, records, and communications by email, portal, or other electronic means. Electronic acceptance and signatures may have the same effect as handwritten signatures. You are responsible for maintaining a current email address and for reviewing communications, including spam folders.

Marketing consent, where requested, is voluntary and is not a condition of purchasing unrelated Services. You may unsubscribe from marketing, but BBP may continue sending transactional, security, legal, and service communications.

11. Disclaimers of Warranties

To the maximum extent permitted by law, the Site and all Site content are provided “as is” and “as available.” BBP disclaims all express, implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, title, noninfringement, accuracy, completeness, security, availability, quiet enjoyment, and results.

BBP does not warrant that the Site will be uninterrupted, error-free, secure, free of harmful components, or compatible with every system; that defects will be corrected; or that content or third-party information is accurate, complete, current, or suitable for reliance. You use the Site at your own risk.

Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, exclusions apply only to the maximum extent permitted.

12. Limitation of Liability

To the maximum extent permitted by law, BBP and its owners, affiliates, officers, directors, personnel, contractors, licensors, and providers will not be liable for indirect, incidental, special, exemplary, punitive, enhanced, or consequential damages; lost profits, revenue, business, opportunity, goodwill, data, or anticipated savings; business interruption; replacement costs; or damages arising from third-party conduct, even if advised of the possibility.

To the maximum extent permitted by law, the aggregate liability of the BBP parties arising out of or relating to the Site or these Terms will not exceed the greater of one hundred U.S. dollars (US$100) or the amount you paid BBP specifically for access to the Site during the three months preceding the event giving rise to the claim.

The limitations apply regardless of legal theory and allocate risk between the parties. They do not limit liability that cannot lawfully be limited, including liability for a party’s fraud or willful misconduct where exclusion is prohibited. Liability arising from paid Services is governed by the applicable Service Agreement.

13. Indemnification

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless the BBP parties from claims, proceedings, liabilities, judgments, losses, penalties, damages, costs, and reasonable attorneys’ fees arising out of or relating to: your breach of these Terms; your information, materials, instructions, approvals, business, products, or services; your violation of law or third-party rights; your misuse of the Site; or acts taken through credentials or authority under your control. BBP may control the defense and settlement of an indemnified matter, and you will reasonably cooperate. You may not settle a matter that admits fault by or imposes obligations on a BBP party without written consent.

14. Governing Law and Dispute Resolution

14.1 Informal notice

Before initiating arbitration, a party must send an individualized written notice describing the claimant, factual and legal basis, specific relief sought, and good-faith settlement demand. Notice to BBP must be emailed to contact@brickellbp.com with the subject “Legal Notice.” The parties will attempt in good faith to resolve the dispute for at least 30 days after receipt. Limitation periods are tolled during that 30-day period where permitted.

14.2 Binding individual arbitration

Except for an eligible individual small-claims matter or a claim seeking temporary or preliminary injunctive relief to protect intellectual property, confidential information, systems, or security, any dispute arising out of or relating to the Site, these Terms, or the parties’ relationship will be resolved by final and binding arbitration on an individual basis under the Federal Arbitration Act.

The arbitration will be administered by the American Arbitration Association (“AAA”) under the rules applicable to the dispute. If AAA is unavailable or declines administration, a court of competent jurisdiction may appoint a substitute administrator. The arbitrator has exclusive authority to resolve disputes concerning interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court will decide disputes concerning the class-action waiver. Hearings may occur remotely unless the arbitrator determines otherwise. The seat of arbitration will be Miami-Dade County, Florida, unless applicable law requires another location.

14.3 Class and representative action waiver

To the maximum extent permitted by law, disputes must proceed only on an individual basis. Neither party may bring or participate in a class, collective, coordinated, consolidated, mass, or representative action or arbitration. The arbitrator may award relief only to the individual party seeking relief and only as necessary to resolve that party’s individual claim.

14.4 Jury-trial waiver

If a dispute proceeds in court, each party knowingly and voluntarily waives trial by jury to the maximum extent permitted by law.

14.5 Governing law and courts

These Terms are governed by the Federal Arbitration Act and, for issues not governed by federal law, the laws of Florida without regard to conflict-of-law principles. Proceedings permitted in court must be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each party consents to personal jurisdiction and venue there, except where applicable law prohibits that requirement.

14.6 Time to bring claims

To the maximum extent permitted by law, a claim arising from the Site or these Terms must be filed within one year after the claim accrued or it is permanently barred. This does not shorten a period that applicable law does not allow the parties to shorten.

15. General Terms

15.1 Changes

We may revise these Terms prospectively by posting an updated version and changing the “Last updated” date. Material changes will receive additional notice where required. Continued use after the effective date constitutes acceptance to the extent permitted by law. Changes to an arbitration agreement apply only as permitted by law and will not alter a dispute for which valid notice was received before the change.

15.2 Suspension and termination

BBP may restrict or terminate Site access at any time where reasonably necessary for security, maintenance, legal compliance, misuse, risk management, or business operations. Provisions that by nature should survive will survive, including intellectual property, disclaimers, liability limitations, indemnity, disputes, and general terms.

15.3 Force majeure

BBP is not responsible for delay or failure caused by events beyond reasonable control, including natural disaster, severe weather, epidemic, war, terrorism, civil disturbance, labor action, utility or communications failure, cyberattack, government action, provider failure, or Internet disruption.

15.4 Assignment

You may not assign these Terms without BBP’s written consent. BBP may assign them in connection with an affiliate, reorganization, financing, merger, acquisition, asset transfer, or by operation of law.

15.5 Severability and waiver

If a provision is unenforceable, it will be enforced to the maximum permissible extent and the remainder will remain effective, except as specifically stated for the class-action waiver. A waiver must be express and does not waive future enforcement.

15.6 No third-party beneficiaries

These Terms do not create rights for any third party except the BBP parties entitled to protections stated here.

15.7 Entire agreement

These Terms and the Privacy Policy are the complete agreement concerning the Site and supersede prior Site-related statements. Service Agreements separately govern paid Services.

16. Contact and Legal Notices