TERMS OF SERVICE
Welcome to the Terms of Service for State Business Filings, Inc. registered agent, resident agent, agent for service of process, and statutory agent services (whichever is applicable to your state of service, collectively referred to as the “Registered Agent Service(s)” or "RA Service(s)"). RA Services is sold as a standalone product.
Section 1. Description of Registered Agent Services. You are purchasing RA Services for a specific company. State Business Filings, Inc. agrees to serve as the Registered Agent for the company specified in your order during the period of time (“RA Service Term”) purchased. Service Provider.
a. Service Provider.
You acknowledge and agree that State Business Filings, Inc. does or may work with third-party providers and sub-providers (each, a “State Business Filings, Inc.. Agent or "Registered Agent") of our choice to provide some or all of the Registered Agent Services. You acknowledge and agree that any such Registered Agent may provide Registered Agent Services to you.
b. Service of Process.
You authorize your Registered Agent to receive service of process, including any notices of legal proceedings, other legal notices, or official government communication, and any items covered by the respective statute, rule, or regulation governing the state in which you have selected for RA Services (collectively, "Legal Mail"), on your behalf. You further authorize your Registered Agent to scan and upload the Legal Mail received on your behalf into your account.
c. Not a Mailing Address.
Except as otherwise specified in this Agreement, your Registered Agent's services are limited to the receipt and forwarding of Legal Mail, and do not include the provision of a business or mailing address independent of such statute, rule, regulation, or contract. Your Registered Agent has no obligation to forward any items received pursuant to any unauthorized use of your Registered Agent's address (the "Registered Address") and neither your Registered Agent nor State Business Filings, Inc. assumes liability to you or any other party for loss of such items. You assume all liability for such losses regardless of whether you had approved or initiated the unauthorized use. Your Registered Agent may seek reimbursement from you for any and all costs incurred in connection with the unauthorized use of the Registered Address. Your Registered Address is for the primary purpose of fulfilling state requirements for "Service of Process" and such address may be used only to receive Legal Mail on your behalf. Unless otherwise specified, the primary business address you list on any filed document needs to reflect the primary business address your company operates from, regardless of what state that address is in.
d. Representation of Registered Address.
You agree not to represent or misleadingly suggest, whether orally, in writing, photographically, or otherwise, that the Registered Address is your place of business, your location of operations or business records, or is a physical address at which third parties can find you. You may not list the Registered Address in your company's public media, including in or on business cards, brochures, websites, or emails.
e. Misdirected Mail.
You acknowledge that your Registered Agent delivers Legal Mail to users; it does not warrant that Legal Mail will never be misdelivered. You acknowledge that in such cases neither State Business Filings, Inc.. nor your Registered Agent is liable to the intended recipient. Your Registered Agent will make its best efforts to notify both the intended recipient and the unintended recipient promptly on discovery of the error and seek prompt retrieval of the item from the unintended recipient.
f. Customer-Returned Mail.
If you refuse or fail to accept Legal Mail forwarded to you from your Registered Agent pursuant to this Agreement, you will bear any costs of return shipping and re-induction of the Legal Mail. At the request of State Business Filings, Inc. or your Registered Agent, you must sign for or otherwise acknowledge your acceptance of all Legal Mail sent to you by your Registered Agent.
g. Customer Responsibility to Provide Accurate and Updated Information.
It is your responsibility to contact State Business Filings, Inc. with changes to your contact information and business status (such as dissolved or inactive) within 30 days of the change. Failure to do so may result in the termination of your services. You acknowledge that neither State Business Filings, Inc. nor your Registered Agent is liable to you for damages resulting from your failure to update or provide accurate information to State Business Filings, Inc.
Section 2. General Practices Regarding Use and Storage. You acknowledge that State Business Filings, Inc. may establish general practices and limits concerning use of the Registered Agent Services. You agree that State Business Filings, Inc. has no responsibility or liability for the deletion or failure to store any Legal Mail, messages, communications, or other content received or transmitted. State Business Filings, Inc. may subcontract any RA Services or any work, obligations, or other performance required under RA Services without your consent. Unless explicitly stated otherwise, any new features that augment or enhance the current RA Service are subject to these RA Terms of Service.
Section 3. Your Information. You, not State Business Filings, Inc., have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of your information, and State Business Filings, Inc. is not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any such information. State Business Filings, Inc. reserves the right to withhold, remove, and/or discard your information without notice for any breach. You must immediately alert us of any fraudulent, unauthorized, illegal, or suspicious use of the RA Services or any other breach of security or unauthorized or illegal activity that you reasonably suspect.
Section 4. Authority to Enter Agreement. If you are entering into these RA Terms of Service on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to this Agreement, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority or if you do not agree with these Supplemental RA Terms, you may not sign up for or use the RA Services. If after your purchase we find that you do not have authority to bind the entity for which you ordered, you will be personally responsible for the obligations in these Supplemental RA Terms and the order you placed..
Section 5. Indemnification. You agree to protect, defend, indemnify, and hold State Business Filings, Inc. harmless from and against any and all claims, causes of action, liabilities, judgments, penalties, losses, costs, damages, and expenses (including attorneys' fees and all related costs and expenses of litigation at arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted) suffered or incurred by us, including, without limitation, any claim for personal injury or property damage, arising from:
a. This Agreement;
b. The RA Services provided to you;
c. Your use of the RA Services, including without limitation any copyright infringement claims that could arise from your Registered Agent scanning Legal Mail or other documents;
d. The failure of any third party, USPS, or any commercial delivery or courier service, to provide delivery or courier services accurately and on time;
e. Loss, damage, or destruction of your Legal Mail by any cause whatsoever whether or not attributable to our negligence or intentional act;
f. Any violation by you of any federal, state, or local laws, statutes, rules, or regulations; and
g. State Business Filings, Inc.. or its agents being named as defendants in an action based on your alleged or actual conduct.
h. For purposes of this Agreement, the indemnified parties shall include State Business Filings, Inc. and its owners, affiliates, subsidiaries, parents, shareholders, members, successors, assigns, representatives, franchisees, officers, directors, agents, attorneys, and employees.
Section 6. Limitation of Liability.
YOU AGREE AND ACKNOWLEDGE THAT NEITHER State Business Filings, Inc. NOR YOUR REGISTERED AGENT IS LIABLE FOR ANY DAMAGE TO LEGAL MAIL OR LOSS OF LEGAL MAIL DURING OR AFTER MAILING OR SHIPMENT TO YOU. NEITHER State Business Filings, Inc.NOR YOUR REGISTERED AGENT IS RESPONSIBLE FOR LEGAL MAIL FOR WHICH THERE IS NO RECORD OF RECEIPT BY EITHER OF US. ANY ADDITIONAL INSURANCE IN EXCESS OF THE STANDARD AMOUNT INSURED BY CARRIERS, IF ANY, MUST BE AUTHORIZED AND PAID FOR IN ADVANCE BY YOU. YOU ACKNOWLEDGE AND AGREE THAT NEITHER State Business Filings, Inc. NOR YOUR REGISTERED AGENT HAS ANY RESPONSIBILITY OR OBLIGATION TO INSURE ANY LEGAL MAIL OR SHIPMENTS SENT TO YOU.
NEITHER State Business Filings, Inc. NOR YOUR REGISTERED AGENT SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY NEGLIGENT ACTS OR OMISSIONS IN COMPILING, COLLECTING, PROCESSING, COMMUNICATING, OR DELIVERING LEGAL MAIL OR HANDLING PHYSICAL OR DIGITAL DOCUMENTS, DIRECTLY OR INDIRECTLY. YOU AGREE AND ACKNOWLEDGE THAT THE TOTAL AMOUNT OF OUR LIABILITY, IF ANY, FOR ANY AND ALL CLAIMS, CAUSES OF ACTION, DAMAGES, LOSSES, OR JUDGMENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID FOR THE REGISTERED AGENT SERVICE WITHOUT REGARD TO THE NATURE OF THE CLAIM, LOSS, OR DAMAGE INCURRED. NEITHER State Business Filings, Inc. NOR YOUR REGISTERED AGENT SHALL BE LIABLE FOR ANY OTHER LOSS, CLAIM, DAMAGE, OR INJURY ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE PROVISION OF ANY SERVICES PURSUANT TO THIS AGREEMENT.
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