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Registered Agent Terms
12/11/2023

These Registered Agent Terms (“RA Terms”) are regarding registered agent services, including acting as a registered agent, agent for service of process, and statutory agent, as applicable in your state (combined, “RA Services”). RA Services may be sold as a standalone product or bundled with other formations.llc packages.


In addition to other formations.llc terms and privacy policy to which you are subject, these RA Terms constitute a legal agreement between you and formations.llc (also “we”, “us”, “our”), detailing your use of RA Services. These RA Terms are effective when you (i) purchase RA Services; or (ii) purchase a package that includes RA Services; or (iii) accept a promotional trial that may be offered on formations.llc.


I. Description of Registered Agent Services 

formations.llc shall serve as the registered agent for the company specified in your order during the period of time of your RA Services subscription or trial period, if part of a promotional trial, (the “RA Service Term”). formations.llc may work with third-party providers to provide some or all of the RA Services. 


Authorization to Receive Service of Process & Other Legal Documents
As part of our duties as your registered agent, you authorize us to receive service of process, important governmental or regulatory communications, and legal documents of any kind (“Legal Documents”) on your behalf. You also agree that we can open, scan, upload and transmit the Legal Documents to send to you. RA Services are limited to the receipt of service of process as well as the receipt and forwarding of Legal Documents. RA Services do not include the receipt of any general or regular mail or other items. We do not assume liability to you, or any third party, for loss of mail or other items which are not Legal Documents.


The RA Services are offered as is and registered agents do not warrant that Legal Documents will never be misdelivered. You agree that in such cases, the registered agent is not liable to the intended recipient. Registered agents will make their best efforts to notify both the intended recipient and the unintended recipient promptly on discovery of any error and seek prompt retrieval of the item from the unintended recipient.


Note that Legal Document originals will not be forwarded unless the material being sent cannot be copied (e.g. discs, checks, USB drives, etc.) and you may be billed for additional postage if mail must be forwarded. Original documents will be destroyed within sixty (60) days of the registered agent sending you a copy.


Working with Third-Party Service Providers
We may work with third-party providers to provide some of Services. You acknowledge and agree that these service providers may assist us in providing you with RA Services.


Accurate and Current Information
You agree that you are solely responsible for the accuracy, quality, integrity, legality, and reliability of your information. In the event that any information changes, you agree to notify us of that change immediately. Your failure to maintain accurate and up-to-date information is a material breach of these RA Terms, the RA Services may be terminated. We shall not be liable to you for damages resulting from your failure to update or provide accurate information. If you suspect any fraudulent, unauthorized, illegal, or unusual use of the RA Services or any other breach of security or unauthorized or illegal activity that you discover or reasonably suspect, you must notify us immediately.


Registered Agent Address

RA Services are limited to the receipt and forwarding of Legal Documents and do not include the provision of a business or mailing address. The registered agent has no obligation to forward any items received pursuant to any unauthorized use of the registered agent’s address (“RA Address” ) and we assume no liability with respect to any loss of such items. The purpose of the RA Address is to fulfill state requirements for service of process and such address may only be used to receive Legal Documents on your behalf. For clarity, the business address you list on any filed document needs to reflect the business address your company operates from, and not the RA Address. The RA Address may not be represented as your company’s business address, operational address or physical address, in any public media, in any format. 


II. Authority to Represent Business.

By signing up for RA Services and entering into these RA Terms on behalf of a business, entity or company, you warrant that you have the legal authority to bind said entity to these RA Terms. If you do not have such authority or if you do not agree with these RA Terms, you may not sign up for or use the RA Services. 


III. Updates to Terms. We reserve the right to change these RA Terms at any time in our sole discretion, with or without notice.  Updated RA Terms shall be posted on formations.llc and your use of the RA Services after the effective date of the updated RA Terms constitutes your agreement to them. The updated RA Terms will be effective as of the time of posting, or such later date as may be specified therein, and will apply to your use of the RA Services from that point forward. If you do not agree with an update, your only option is to terminate your RA Services.  


IV. Payment


a. Fees. You must pay all fees, including filing fees, related to your account in accordance with the terms at the time of your purchase, until you cancel your RA Service or it is otherwise terminated.  Fees for RA Services may increase and we will provide you with notice of he new fees at least thirty (30) days in advance. If you do not cancel your RA Service, you will be deemed to have accepted the new fee for the RA Service Term and subsequent renewal terms. If you fail to pay for your RA Service, whether for the current or a prior renewal term, we reserve the right to suspend RA Services until payment is received.


b. Billing. You must provide valid credit card information at the time of purchase to allow payment for the initial RA Service Term, any other charges outlined in these RA terms, and any subsequent renewal terms for RA Services.


c. Automatic Billing and Renewal. Your RA Service will renew automatically on the billing date, at the end of the Initial Term and at the end of each successive renewal term (“Billing Date”), until you notify us that you want to terminate your RA Service under this Agreement or your RA Service is terminated. We may send a reminder email regarding the renewal charge, to your email address of record before the Billing Date.


If you do not terminate the RA Service before the Billing Date, your credit card will automatically be charged for RA Services for the renewal term. If you wish to change your form of payment, you can update it by contacting [email protected].  If a charge is declined by your credit card, we will attempt to bill the credit card again, up to five (5) times.  


You may cancel the automatic renewal of your RA Service by contacting [email protected]. Once we receive notice of cancellation, you will no longer be billed for renewal terms for the RA Service.


d. RefundsFull or prorated refunds for canceled RA Services are not available. This Service is purchased and renewed on an annual basis and must be terminated prior to the annual Billing Date to avoid recurring annual charges.

 

V. Termination; Effects of Termination


a. Termination by formations.llc. We may terminate your RA Service, and in parallel resign as your registered agent, provided we provide proper notice as required by state law for the following reasons, (i) your failure to respond to registered agent’s request or requirement for current, accurate and complete information; (ii) non-payment of fees; (iii) suspected illegal activity; (iv) the registered agent is unable to locate you after taking reasonable efforts; or (v) any other reason permitted by law. 


b. Termination by you. You may cancel your RA Service by contacting us at [email protected]


c. Effects of Termination.

  1. After termination, by us or you, you agree and understand that (i) another registered agent must be assigned in the applicable jurisdiction or you may act as your own registered agent, where permitted and pay all fees associated with agent changes (including appointment and/or registration fees); and (ii) you must notify us at [email protected] that you have either properly changed registered agents and assigned another registered agent (or yourself, if permissible by state law) or that you have discontinued business operations. If you have discontinued business operations, you may be asked to show written proof that the entity has been dissolved, such as a document reflecting an inactive state filing office status. Note that if you cancel RA Services because your entity has been dissolved or its status is inactive, your registered agent may resign as your entity’s registered agent in accordance with state filing offices requirements. The registered agent may continue to be listed as your entity’s registered agent if your state filing office does not accept resignation filings or other amendment filings for voluntarily dissolved or inactive entities. In these instances, unless you provide us with proof of your change of the registered agent, you will continue to incur charges for RA Services until proper documentation is provided.

  2. Certain expenses may be charged after termination, such as shipping charges for Legal Documents, and other expenses incurred from the RA Services. You will be responsible for these charges.

  3. You will be responsible for notifying senders (including all government agencies) of your new registered agent address.

  4. If we receive Legal Documents after termination of RA Services, we will send an email notice to the last known email address that we have on file. If you want to view a Legal Document, you may need to renew RA Services or pay a document fee in order to view or receive the Legal Document. 

  5. After termination, we are released from any obligation to forward and re-email documents, except as outlined in these RA Terms. You agree to hold us and our affiliates harmless from any and all third party claims arising out of a delay or failure of you to receive Legal Documents after RA Services have been terminated. 


VI. Indemnification.  You agree to release, defend, indemnify, and hold us and/or the registered agent 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 for litigation and/or arbitration) suffered or incurred by us, including, but not limite to, any claim arising from:

  1. Any actual or alleged breach of your obligations under these RA Terms;

  2. Your improper use of RA Services, including your failure to maintain updated and accurate information regarding your business;

  3. Your violation of any applicable law, rule or regulation, state or federal;

  4. Any copyright infringement claims that may arise from us scanning Legal Documents or other mail on your behalf;

  5. Your failure to keep your account secure and any other party’s access and/or use of RA Services with your unique name, password or other security code;

  6. The United States Postal Service or any commercial delivery or courier service’s failure to provide delivery or courier services on time and accurately;

  7. Any loss, damage or destruction of your Legal Documents by any cause whatsoever;


VII. Disclaimer of Warranties; Limitation of Liability.


TO THE FULLEST EXTENT PERMISSIBLE BY LAW, RA SERVICES ARE PROVIDED “AS-IS” WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.


YOU AGREE AND ACKNOWLEDGE THAT NEITHER formations.llc NOR YOUR REGISTERED AGENT IS LIABLE FOR ANY DAMAGE TO LEGAL DOCUMENTS OR LOSS OF LEGAL DOCUMENTS DURING OR AFTER MAILING OR SHIPMENT TO YOU. WE ARE NOT RESPONSIBLE FOR LEGAL DOCUMENTS FOR WHICH THERE IS NO RECORD OF RECEIPT. NEITHER formations.llc NOR YOUR REGISTERED AGENT IS OBLIGATED TO INSURE ANY LEGAL DOCUMENTS OR SHIPMENTS SENT TO YOU.


NEITHER formations.llc NOR YOUR REGISTERED AGENT WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE LEGAL THEORY, OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO YOUR USE OF RA SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT YOU PAID TO US DURING THE TWELVE MONTH PERIOD PRECEDING THE DATE OF YOUR CLAIM.