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Web Site Terms and Conditions of Use

A. General Matters

1. This document sets forth the Terms and Conditions (“Terms”) of use for this website. This website (“Site”) is controlled and operated by the Office of the Secretary of State (“OSS”). The Site includes https://www.sos.mn.gov/, https://mblsportal.sos.mn.gov/, and all related subpages.

2. This document is an agreement between OSS and each person who accesses the Site (“User”).

3. By accessing, browsing, or using any portion of the Site, you acknowledge that you have read, understood, and agree to be bound by the Terms and to comply with all applicable laws and regulations. If you do not agree to be bound by these Terms, do not use the Site. The Terms apply regardless of whether you have registered as a user of the Site or whether you have any other relationship with OSS. Your use of the Site in any way constitutes agreement to these Terms.

4. These Terms are subject to change. By accessing, browsing, or using the Site, you agree to be bound by any later changes in these Terms as of the time that OSS posts the changes on this Site, regardless of the time at which you initially accessed, browsed, or used the Site. OSS may at any time revise these Terms by updating this page. You should periodically visit this page to determine the current Terms to which you are bound.

5. OSS does not discriminate on the basis of race, creed, color, sex, sexual orientation, national origin, age, marital status, disability, religion, reliance on public assistance, or political opinions or affiliations in employment or in the provision of service.

6. These Terms also include the Registered User Agreement (Part F), which applies whenever a User becomes a Registered User of any portion of the Site and every time thereafter that the User or any person acting on behalf of the User accesses, browses, or uses the Site. The Registered User Agreement also includes these Terms and Conditions of Use.

B. Data

1. OSS is responsible for the administration of Minnesota election laws, the Uniform Commercial Code records, Central Notification System lien filings, notaries public, the open appointments database, and business filings. This requires the collection of certain data and personal information.

2. This office collects and stores general information, including your internet provider (IP) address, the operating system and the browser you use, the domain from which you access the Internet, the date and time you access the Site, the Internet address of the website from which you linked to the Site, and the information you view while visiting the Site, as anonymous User profile information. This information is used for internal statistical purposes to help define our audience and to better meet their needs.

3. Additionally, this office may collect personal information such as name, home address, home phone number, e-mail address, bank information (when you provide it to OSS), registration, feedback, or comments. A user’s personal information is used only to complete services specifically requested by the user.

4. The OSS protects all information pursuant to the Minnesota Government Data Practices Act (MGDPA), Minnesota Statutes, chapter 13. All data provided to OSS through the Site is handled in accordance with its online privacy practices and the Minnesota Data Practices Act.

5.  NOTE: The provisions of this paragraph do not apply to journalists, researchers, members of the media or persons with non-commercial uses, requesting the MBLS Database. The material provided on this Site may be protected by law, including, but not limited to, United States Copyright Law and international treaties. The content organization, graphics, design, compilation, software, computer systems, and other materials on or related to the Site may be protected under applicable copyright, trademark, and other proprietary and intellectual property laws. The copying, redistribution, use, or publication by you of any such materials or any part of the Site, is prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.

6. OSS makes no representation that materials in the Site are appropriate or available for use in other locations, and you are prohibited from accessing them from territories where their content is illegal. Those who choose to access the Site from other locations are solely responsible for compliance with applicable local laws. Any claims relating to this Site are governed by the laws of the State of Minnesota.

7. OSS is not liable for any direct, indirect, special, incidental, or consequential damages, including, but not limited to, loss of data or profit, arising out of the use, or the inability to use, the materials on this Site, even if this office has been advised of the possibility of such damages. OSS or their information providers shall not be liable, regardless of the cause or duration, for any errors, inaccuracies, omissions, or untimeliness of the information, or for any delay or interruption in the transmission thereof to the user, or for any claims or losses arising therefrom.

8. OSS is not liable for any actions or omissions made resulting from reliance on this Site or any information contained on the Site. OSS is not liable for any other consequences from any such reliance.

9. OSS provides all records on the Site "as is." Records are derived from information residing on the OSS database at the time the inquiry was executed. OSS makes no warranty or representation regarding the accuracy of the information provided. OSS does not certify the authenticity of information provided by third parties and obtained from the Site.

10. While all attempts are made to ensure the correctness and suitability of information under the control of OSS and to correct any errors brought to the attention of OSS, OSS makes no representation or guarantee as to the correctness or suitability of that information or any linked information presented, referenced, or implied.

11. Pursuant to Minnesota Statutes, section 336.9-531, "the state, the secretary of state, counties, county recorders, and their employees and agents are immune from liability that occurs as a result of errors in or omissions from information provided from the central filing system."

12.  NOTE: The provisions of this paragraph do not apply to journalists, researchers, members of the media or persons with non-commercial uses, requesting the MBLS Database. Information obtained from the Site cannot be presented by a User as the "Official" Records of OSS. Only OSS may present this information as “Official”. Users may state that they obtained information from the OSS Site.

13. Any fraudulent, improper, or illegal use of the information obtained from the Site may subject the user to criminal or civil action by the Office of the Attorney General of Minnesota or other jurisdictions.

14. Users should be aware that outside resources or organizations listed on or linked to the website are beyond the control of and may not adhere to the policies of OSS. Links to websites outside Minnesota state government or the use of trade, firm, or corporation names within this Site are for the convenience of our customers. OSS does not express or imply an endorsement or approval of any private entities’ product or service that may be linked to or listed on this website.

15. Unauthorized attempts to change information on this Site are strictly prohibited and may be punishable under applicable federal or state law. You are prohibited from using the Site to do any of the following:

  • Restrict or inhibit any other user from using the Site;
  • Post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, or indecent information, including 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;
  • 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, bots, worms, or trojan horses;
  • Access another person's or entity's materials, information, or files without the permission of that person or entity;
  • Post, transmit, or use 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;
  • Post or transmit any information, software, or other material containing a virus or other harmful component;
  • Post or transmit content that encourages or provides instructional activities about illegal activities, such as hacking;
  • Post, transmit, or in any way exploit any information, software, or other material for advertising or commercial purposes;
  • 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 engage in activity prohibited by law, or plan or participate in scams involving other users;
  • Impersonate any person or entity or falsely state or otherwise misrepresent your professional or other affiliation with any person or entity;
  • Use the Site to collect personally identifying information about users of the Site in violation of OSS's Privacy Policy; or
  • Perform any activities that OSS determines (in its sole discretion) may be harmful to the Site or other users of the Site.

Any user acting in violation of this paragraph is acting at their own risk and is solely responsible for all consequences of their prohibited actions.

16. When you make a filing with OSS, all of the information in your filing will be public other than Social Security Numbers and other data specifically defined as private or not public data by Minnesota law. Users have no reasonable expectation of privacy regarding communications or data transiting, stored on, or traveling to or from this network or system. Any communications or data transiting, stored on or traveling to or from this network or system may be monitored, disclosed, or used for any lawful government purpose.

17. Minnesota law requires certain information to be provided for filings. If that information is not included, your document may not be able to be filed.

18. These Terms and Conditions can be made available in alternative formats, such as large print, Braille or audio tape, by calling (651)296-2803/voice. For a TTY/TTD (deaf and hard of hearing) communication, contact the Minnesota Relay Service at 1-800-627-3529 and ask them to place a call to (651)296-2803.

19. In addition to the foregoing, data provided by the User may be available to the extent permitted under the Minnesota Government Data Practices Act, Minnesota Statutes, chapter 13, and other Minnesota statutes and rules.

20. If you request a copy of a document filed with the Secretary of State through this Site, the Office of the Secretary of State may redact certain data to comply with data practices laws. If you believe that you are entitled to redacted data, please submit the copy and a written Data Practices request to the Data Practices Compliance Officer, Justin Erickson, at justin.erickson@state.mn.us stating the specific information you are requesting.

C. Technical Requirements and Considerations: Security

1. User agrees to permit the use of “cookies” for online services. A "cookie", also known as a web cookie, browser cookie, or HTTP cookie, is a piece of text stored by a user’s web browser that allows a website to monitor your use of the website. Cookies in our system will be used to maintain the state of the OSS system and for authorization. OSS will not embed any personal or other information into cookies. If User does not agree to allow the use of cookies, then User may access OSS services in person or by mail.

2. Certain cookies used by OSS are temporarily installed on a User's computer during a single session or visit to the Site and are deleted from the computer’s memory when the web browser or application is closed. Other cookies are permanent. Pursuant to Minnesota Statutes, section 13.15, subdivisions 4 and 5, this is the required notice to Users that OSS will install a cookie on your computer at certain times when you access the Site. This data will be used and disseminated in the following ways: We do not share this data with any other agency and we use it to maintain the state of the OSS system.

3. NOTE: The provisions of this paragraph do not apply to journalists, researchers, members of the media or persons with non-commercial uses, requesting the MBLS Database. Data scraping and data collection by Users, either with or without the use of “bots” (automatic tools) is strictly prohibited and OSS reserves the right to detect and prevent their use. Bulk data is available for purchase from OSS and once purchased may be used in the ordinary course of the business of the User, all pursuant to the Bulk Data User Agreement.

4. OSS uses industry-standard security tools, technologies, and methods to protect the security of data provided by Users during online transactions. Each transaction is secured in its transmission from the personal computer of the User to the OSS computer processing the request by secured communication with strong encryption. OSS processing computers and other network elements have secure topology and are located behind a secure firewall.

5. Credit card information is not submitted to OSS nor is it stored on OSS computers or transmitted via state network. When you pay by credit card, you are transferred to a secure website of our authorized payment vendor. Only the authorized payment vendor collects and processes credit card numbers for card processing purposes. The authorized payment vendor is on the Global List of PCI DSS Validated Service Providers, at https://usa.visa.com/splisting/splistingindex.html.  OSS itself will never ask you for this information. To maximize security, never put your credit card number or other sensitive information in unencrypted e-mail.

6. OSS does not guarantee Site availability at all times. If a User experiences trouble filing online at the Site or has other technical difficulties, User may access services in person or by mail.

7. Users must meet certain technical requirements to properly use the Site. Browser must be Microsoft Edge (latest version), Mozilla Firefox (latest version) or Google Chrome (latest version). Autofill / AutoComplete / Save form entries or similar browser functionality must be disabled before submitting website forms. The use of headless, programmatic, unattended, or automated browsers is prohibited. Unattended browsers will be blocked unless an exemption is arranged with the Office of the Minnesota Secretary of State.

D. Payments

1. Users agree that transactions on the Site are final, and that there will be no refunds made.

2. When a User is paying by credit card, the date and time of acceptance of filings is at the time payment is confirmed. Transactions paid for by credit card are not completed until payment confirmation of the credit card transaction has been received. In the case of delayed credit card payment, the filing time will be delayed.

3.  If a User’s payment for a filing is rejected or dishonored, the filing will remain on record, but it will not be in good standing, and that User will not be able to make any other filings on any entities until the payment is completed.

E. Filings and Other Transactions

1. OSS is not responsible for attempted submissions or requests for other services. If a transaction is not completed before the User leaves the session or departs the Site, or if payment confirmation is not received by OSS, the data regarding the submissions or requests may be lost.

2. Users providing an email address on the “User’s email address” portion of the Site are likely to receive notification of errors or issues more quickly than Users who only provide a physical mail address. OSS will make reasonable efforts to contact User at the provided email address. OSS is not responsible for delays in transmission occurring due to errors in the email address provided by User or for any other reason not under the control of OSS. OSS will not share the official email address provided by a User for the purposes of receiving official notices from OSS with any other organization except as required by law. If you provide an email address, OSS will not knowingly send any unsolicited messages to that address.

3. If any e-mail address is provided by the User as a portion of a digitally scanned image, for example, as part of a document that is uploaded to be part of a filing, the e-mail address on that image is public information.

4. Information may be input into the Site only in English characters, including A to Z (upper and lower case), numbers using 0 to 9, and designated punctuation marks.

5. The Site, as well as internal OSS processes, imposes reasonable restrictions on all Users. These restrictions include limits on:

  • the number of characters for each field in which data is to be input;
  • the number of iterations of certain datasets;
  • the number of attachments per filing, as well as the size and type of the attachment; and
  • other similar limits

If users wish to provide information for the record in excess of the provided field lengths or number of field iterations, that information should be provided as part of an attachment to that document if attachments are an available option. Information provided in an attachment does not supersede data entered into an online filing template provided by the OSS system or provided on a paper form. The attachment must provide valid information in reference to the filing and must be in English letters.

6. User understands and agrees that an entity, debtor, or secured party name as recorded name may be in excess of 250 characters, but that searches are only conducted on the first 250 characters of any entity name (300 for lien searches of entity names), and 100 characters for each of the first, middle, and last name of any individual debtor name. A User conducting a search must review the original document on file with the Office of the Secretary of State to determine the complete name, or contact the filing party in the case of an online filing to determine the actual, complete debtor name.

7. User understands and agrees that not all types of transactions and filings are available online. Those transactions not able to be completed online may be executed in person or by mail.

8. User understands and agrees that if User is unable to use the online filing system due to certain limitations or unexpected conditions, User may access services or execute transactions in person or by mail.

9. User bears the risk of relying on a business name entered in the Business Database which may or may not reveal the name as intended for a UCC Financing Statement due to variations of entry rules, policies, errors, procedures, and keyboard limitations. It is recommended that filers and searchers look at the source document to ensure that the business name is accurate.

10. All Users will be entitled to use, on an unlimited basis, all of the following online functions:

  • Access business, notary, and official newspaper information
  • Access UCC information via a file number

Registered Users are entitled to:

  • File name reservations, new business entities, amendments, and annual registrations
  • File new UCC and CNS filings and amendments
  • Upload attachments to Business filings, when available
  • Receive Business certificates and copies of filings
  • Place orders for UCC/Tax Lien/CNS certified and uncertified searches (without debtor name search option)
  • Pay via credit card
  • Receive filing confirmation and access to image for download in real time upon payment confirmation

11. Documents in .pdf format may be attached to certain business entities filing submissions. All attached documents will be associated with the data input by the User on the Site and will be stored permanently in .pdf format. If there is a conflict between the data input in any field related to a filing and the information contained on an attached document, the data input in a field will control, and the information on the attachment will be disregarded.

12. All filings are final upon acceptance.

13. User agrees that it will not include any social security number or part thereof in any submission to OSS, other than a Central Notification System (CNS) effective financing statement under Minnesota Statutes, chapter 336A. User further agrees that if User includes any social security number or part thereof in any submission other than a CNS filing, that OSS is authorized as the agent of the User to redact that information from the submission before it is filed and that the social security number or part thereof is to be considered as never having been submitted to OSS. User also agrees to hold OSS harmless from any damages that may be incurred by the submission by User and subsequent disclosure by any party of any social security number or part thereof.

14. Feedback: OSS can be reached via e-mail at secretary.state@state.mn.us or by telephone or written request.

Phone Lines: (9:00 a.m. – 4:00 p.m., M-F)
Metro Area 651-296-2803; Greater MN 1-877-551-6767

Services in person or by mail at:

Minnesota Secretary of State - Business Services
First National Bank Building 
332 Minnesota Street, Suite N201
St Paul, MN 55101
(Staffed 8:00 a.m. - 4:00 p.m., Monday - Friday, excluding holidays)

F. Registered User Agreement

When a user registers for the Minnesota Business and Lien System Portal (mblsportal.sos.mn.gov), this section applies, except that the provisions of this section do not apply to journalists, researchers, members of the media or persons with non-commercial uses.

General Matters

1. This agreement is by and between the State of Minnesota, Office of the Secretary of State (OSS) and the natural or artificial person agreeing to this agreement, hereinafter “Registered User,” and its affiliates, subsidiaries, and all other subordinate users.

2. This agreement shall be governed by and subject to the laws of the State of Minnesota. The venue for any disputes under this agreement shall be Ramsey County, Minnesota.

3. If any provision of this agreement is found to be invalid under applicable law, it shall be deemed omitted without any effect on the remaining provisions.

4. Any dates by which OSS is required to make performance under this agreement shall be postponed automatically to the extent that OSS determines in its sole discretion that it unable to meet them.

5. The waiver of, or failure of either party to exercise, any right provided for in this agreement shall not be deemed a waiver of any further right under this agreement.

6. In order to access the MBLS Portal, a Registered User must create an account. OSS grants to the Registered User a non-exclusive, non-transferable license to access the features of the Minnesota Business and Lien System (MBLS) described in this section. Access will be available as long as Registered User provides payment for charges incurred by Registered User. Access to the Records will be immediately terminated if the Registered User fails to pay any incurred charges. OSS may reinstate this agreement upon receipt of the amount owed and any additional fees and may impose restrictions on the manner of payment which will be accepted during the course of the agreement.

7. This license allows Registered User to use data accessible from the Site, or any portion thereof, in the normal course of its business. Nothing in this agreement prohibits Registered User from charging its customers a fee for information obtained from these Records. If the Registered User submits a Bulk Data Request, the Registered User is subject to the portions of the Registered User agreement governing Bulk Data.

8. This license will continue until canceled by either party.

9. This license is for the sole purpose of electronic access to MBLS. Registered User is not authorized to alter MBLS except by filing documents in the manner provided for by MBLS. Any attempt to tamper with MBLS or otherwise alter the Site or any database of OSS will be grounds for immediate termination of this agreement. The addition, modification or deletion of any information contained in the database, or the introduction of any program which causes damage or loss, is grounds for immediate termination of this agreement and will subject Registered User to civil and criminal penalties. In addition, Registered User will be responsible for any damage suffered to the equipment, software, data or customers of OSS as a result of the unauthorized access to and manipulation of MBLS, the Site, or any information in any OSS database, to the extent permitted by law.

10. There is no fee to create an account and become a Registered User. However, fees are charged to access certain information. These fees are described on the MBLS website.

11. All Registered Users will be entitled to use the following online functions:

  • Access business, notary, and official newspaper information (also available to non-registered users)
  • Access UCC information via a file number (also available to non-registered users)
  • File name reservations, new business entities, amendments, and annual registrations
  • File new UCC and CNS filings and amendments
  • Upload attachments to Business filings
  • Receive Business certificates and copies of filings 
  • Place orders for UCC/Tax Lien/CNS certified and uncertified searches (without debtor name search option)
  • Pay via credit card
  • Receive filing confirmation and access to image for download in real time upon payment confirmation, or within a reasonable period after payment confirmation if manual review is required.
  • Register as a CNS Buyer
  • Maintain contact and registration information and not have to re-enter it for each transaction
  • More easily recover from credit card payment confirmation failure
  • Enhanced download of filings and orders
  • One-time acceptance of terms and conditions including acceptance of cookies, license agreements, and agreement to pay at the time of registration


12. OSS reserves the right to charge for any of the services to which a Registered User is entitled or for any other supplemental services requested by a Registered User.

Specifications

13. OSS will provide to Registered User on-line access to all public information maintained by its computer system(s) concerning the public records (“Records”) maintained by OSS. These Records include but are not limited to, corporate, business, trademark, and financing statement information. OSS will provide file information for only those Records which have been entered into its computer system(s) at the time the system is accessed.

14. Access will be continuously available; however, OSS does not guarantee that the records will be available twenty-four (24) hours a day every day of the year. To the extent possible, advance notice of system maintenance and software adjustments will be given by system message.

15. No application programs or computer software are included as part of this agreement.

16. OSS agrees to provide the Registered User with information reasonably required to allow the Registered User to understand the Records.

17. The Registered User is solely responsible for obtaining and maintaining all computer hardware and software necessary to gain access to the MBLS Portal. OSS is not responsible for the Registered User's software or hardware or any problems caused by a malfunction of either. In addition, OSS is not responsible for any malfunction of or problems caused by the telecommunications used by the Registered User to access the database. Further, the Registered User understands that access is by means of the Internet and therefore the Registered User is not guaranteed access to MBLS or to the Site at all times.

18. OSS will make access available immediately after the Registered User has indicated their agreement to this agreement on the screen provided for that purpose on the Site. Registered User is responsible for securing all log-in and password information.

Ownership and Use of Records

19. Except as provided in the Minnesota Government Data Practices Act, the Registered User shall be allowed to use the Records only in the ordinary course of its business. The Registered User shall not sub-license the Records without the express written consent of OSS. This agreement shall not be assigned by either party without the express written consent of the other party.

20. The Registered User agrees that the Records remain the sole property of OSS, which retains all ownership rights, including copyright rights, over the Records except as provided in this agreement. The agreement provides only that the Registered User has a license to use the Records in the ordinary course of its business.

Disclaimer of Warranty and Indemnification

21. The Records provided by OSS pursuant to this agreement are provided "as is." OSS makes no warranties either expressed or implied, including the implied warranties of merchantability and fitness for a particular purpose, other than those specifically provided for in this agreement with respect to the data and related documentation. OSS warrants that the data in MBLS has been entered with reasonable care but makes no representations regarding the accuracy of information provided to it by the public. OSS makes no representation regarding data entered by any other party. OSS is not responsible for Registered User's manipulation of information obtained from these Records.

22. OSS warrants that it has taken reasonable care to ensure that there are no programs intentionally inserted to cause damage or loss to Registered User. OSS is not responsible for any loss suffered by Registered User or its customers should such a program be introduced into OSS's system.

23. OSS is not responsible for any loss suffered by the Registered User or its customers when the Records are not available, the equipment is disabled, or the Records are not accurate.

24. The Registered User, other than an agency or office of the State of Minnesota, agrees to indemnify and save and hold OSS, its agents, and employees harmless from all claims or causes of action arising from the performance of the license agreement by the Registered User or the Registered User's agents or employees. An agency or office of the State of Minnesota will be responsible only for its own acts and behavior and the results thereof.

25. Registered User understands that OSS, its agents, and employees are immune from liability for all claims or causes of action arising from the performance of the license agreement. This clause shall not be construed to bar any legal remedies Registered User may have for OSS's failure to fulfill its obligations pursuant to this license agreement.

26. Registered User agrees not to make any representations to its customers that the Records are the "Official," “Current,” or “Up to Date” Records of OSS. Registered User may state that the Records were obtained from the OSS Site as of the date of fulfillment of the request for the records.

27. OSS warrants that the Records provided to Registered User are not confidential or otherwise restricted information.

 

CENTRAL NOTIFICATION SYSTEM; BUYER REGISTRATION

28. A Registered User may register to become a Buyer of Central Notification System (CNS) lists. These lists contain the names of individuals and organizations against whom effective financing statements or statutory liens have been filed in CNS.

29. In order to register as a buyer of the lists, a Registered User that is an individual or organization must provide the specific information required by OSS.

30. A fee of $25 is charged for each registration. No additional fee is required for lists electronically transmitted to the buyer.

Termination

31. This agreement may be terminated by either party by providing written notice, with documented delivery, by U.S. Mail or email to the other party prior to the desired date of termination. Termination shall occur on the date stated in the notice.

Miscellaneous

32. Each party (OSS and Registered User) acknowledges that it has read this agreement and agrees to be bound by it and that this agreement is the complete and exclusive statement of the agreement between the parties and This agreement supersedes all prior proposals or understandings and all other oral or written agreements between the parties. This agreement is subject to change by OSS, and Registered Users agree to those subsequent changes by becoming Registered Users. Changes made to this agreement by OSS are effective when they are posted on this Site.

33. Registered User agrees that if there is a change in the legal name of Registered User that it will inform OSS no later than 30 days after the effective date of the change in the name by updating the account information online or creating a new account.

34. The Registered User will provide all required information asked for as part of the Registered User customer profile on the OSS website.

35. Government entity representatives who become Registered Users may obtain debtor name searches at no charge by sending an email request to ucc.dept@state.mn.us requesting a free debtor name look-up subscription for UCC and Tax Lien debtor names and providing their name, government agency, and email address.

G. Bulk Data User and Order Agreement

NOTE: The provisions of this entire section do not apply to journalists, researchers, members of the media or persons with non-commercial uses, requesting the MBLS Database.

All orders submitted by a User through this Site, other than orders for the Business Services Database submitted by a journalist, member of the media, researcher or person with a non-commercial use, are subject both to this Bulk Data User and Order Agreement and to all Terms and Conditions governing the use of this Site. A journalist, member of the media, researcher or non-commercial user should make their request using the form for that purpose posted at Business Data Available.  This Bulk Data User and Order Agreement is by and between the State of Minnesota, Office of the Secretary of State (“OSS”) and the Registered User and its affiliates and subsidiaries (“Licensee”) and is entered into when payment is completed or when any necessary data entry is completed, whichever is later. OSS has authority to enter into this agreement according to Minnesota Statutes, section 13.03, subdivision 3.

License

1. OSS grants to the Licensee a non-exclusive, non-transferable license to publish and make available in the normal course of its business to its customers in electronic form, certain public records (“Records”) maintained by OSS. Records include Business Entities, Business Entity Filings, and Uniform Commercial Code data. Nothing in this agreement prohibits Licensee from charging its customers a fee for access to the Records.

Specifications

2. OSS will provide to Licensee, on electronic media, all public information maintained in its computer systems(s) concerning the Records ordered by Licensee. OSS will provide information for only those Records which have been entered into its computer system(s) at the time the media is produced.

3. Under this agreement, Licensee may choose a one-time order of Records or portions thereof available as of a specific date, or a yearly subscription to Records or portions thereof, which includes periodic updates to Records. The one-time order option does not provide for any updates of the public records. In order to receive updated Records, a one-time order Licensee must enter into a separate one-time or subscription agreement. The data provided to the Licensee will be current as of the date the media is created.

4. No application, program, or computer software of any type is included as part of this agreement.

5. OSS agrees to provide Licensee with the information reasonably required to allow Licensee to understand the data. OSS will provide Record Descriptions and Field Description Documentation for bulk data requests on the site.

6. Absent any technical issues, OSS will deliver the initial set of data to Licensee within ten days of the effective date of the order. If Licensee has arranged for a periodic subscription, subsequent datasets will be delivered pursuant to those arrangements. The fees for requests are established by OSS and are available on the Site.

Ownership and Use of Records

7. Except as provided in the Minnesota Government Data Practices Act, Minnesota Statutes, chapter 13, Licensee shall be allowed to use the Records only in the normal course of its business and shall not sub-license the Records without the express written consent of OSS. This agreement shall not be assigned by either party without the express written consent of the non-assigning party.

8. Licensee agrees that the Records remain the sole property of OSS, which retains all ownership rights except as provided in this agreement. The agreement provides only that the Licensee has a license to use the Records in the normal course of its business.

Disclaimer of Warranty

9. The provisions in sections F 21-27 above also apply to Licensees.

10. Licensee understands and agrees that pursuant to Minnesota Statutes, section 336.9-525. (Laws 2001, Chapter 195, Article 1, section 15) OSS, its agents and employees are immune from liability that occurs as a result of errors in or omission from information provided from the central filing system.

11. OSS recommends that Licensee conduct an independent review of the data prior to use.

Miscellaneous

12. Each party acknowledges that it has read this agreement and agrees to be bound by it, and that this agreement is the complete and exclusive statement of the agreement between the parties. This agreement supersedes all prior proposals and understandings and all other oral or written agreements between the parties. This agreement may not be altered or modified except by written agreement properly executed by both parties.

13. The dates by which OSS is required to make performance under this license shall be postponed automatically to the extent that OSS is prevented from meeting them by causes beyond its reasonable control.

14. This agreement shall be governed by and subject to the laws of the State of Minnesota. Venue for any litigation pursuant to this agreement shall be the Second Judicial District, Ramsey County, Minnesota.

15. If any provision of this agreement is found to be invalid under applicable law, it shall be deemed omitted without any effect on the remaining provisions.

16. The waiver or failure of either party to exercise in any respect any right provided for in this agreement shall not be deemed a waiver of any further right under this agreement.

Termination

17. This agreement may be terminated by either party by providing written notice, with documented delivery, by U.S. Mail or email to the other party prior to the desired date of termination. Termination shall occur on the date stated in the notice.

 

Terms and Conditions Rev. 7-28-25