OUTH
AKOTA
TATE
APITOL
● 500 E. Capitol Ave. ● Pierre, SD 57501
www.SDSOS.gov ● Business Services UCC Division ● 605 773 4422 ● fax 605 773 4550
sos.ucc@state.sd.us
South Dakota Secretary of State
Business and/or UCC Database Subscription
BusinessUCC 20170713
Terms and Conditions
The Subscriber and The Office of Secretary of State (SOS) agree to contract for the Uniform Commercial Code and/or
the Business Filings database provided by the SOS as per the Terms and Conditions stated below.
1. This agreement sets forth the terms and conditions under which SOS will provide services to the subscriber.
2. Term: SOS reserves the right to withdraw any service without consulting Subscriber prior to withdrawing such
service and shall have no liability whatsoever to Subscriber in connection with deletion of any service. Subscriber
may terminate this agreement at any time by written notice to the SOS.
3. Subscriber acknowledges that he/she has read the Agreement and agrees that it is the complete and exclusive
statement between the parties, superseding all other communications, oral or written. This agreement and
other notices provided to the Subscriber by SOS constitute the entire agreement between the parties. This
agreement may be modified only by written amendment signed by the parties except as otherwise provided in
this paragraph. In the event subscriber issues a purchase order or other instrument covering the services herein
specified, it is understood and agreed that it is for Subscriber’s internal purposes only and shall in no way modify,
add to, or delete the terms and conditions in this Agreement.
4. Copyright and Ownership of Information: Subscriber agrees to comply with any copyright notices or other services,
databases, or other information provided through SOS’s services.
5. Payment by Subscriber: Subscriber will establish a Prepaid Account Deposit (PAD) account. The Subscriber need
not establish a new PAD account if one is on file with SOS. Account balances must be maintained to
guarantee delivery of the database files.
6. Limitation of Liability
A. The remedies set forth in this agreement are exclusive and in no event shall SOS, its administrators or its
employees be liable for special, indirect, incidental, or consequential damages, including, but not limited to
lost income or lost revenues, whether such damages arise out of breach of contract, negligence, strict liability, or
any other theory of liability. Such damages shall in any event be limited to the charges paid for the previous year
by Subscriber for the service in connection with which a claim of liability is asserted or imposed. Subscriber
specifically understands and recognizes that the system by which these services are offered may experience
problems of various kinds resulting in an inability to provide services.
B. Subscriber agrees that SOS will not be liable for any claim or demand of any nature or kind whether asserted
against SOS or against Subscriber by any third party, arising out of the services or materials provided for their
use. Subscriber agrees to hold SOS harmless for claims of third parties arising out of the Subscriber’s use of the
services or materials provided pursuant to this Agreement.
C. SOS shall not be liable for or deemed to be in default for any delays or failure in performance or interruption of
service resulting directly or indirectly from any cause or circumstance, including problems with or delays
caused by its database or other providers.
D. No action or suit, regardless of form, other than an action for payments due SOS, arising out of the
transactions pursuant to this Agreement may be brought more than one year after the cause of the action
accrues.
