Registered Agent Service Terms

Last updated on May 7, 2021

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These are the terms applicable to your (“you,” “your,” or “Customer”) Service(s)” or “RA Service(s)”. RA Services may be sold as a standalone product or bundled with other ZenBusiness products or packages.

In addition to the other ZenBusiness terms of use, these Registered Agent Service Terms (the “RA Terms of Service” “RA Terms” or “RA Agreement”) constitute a legal agreement between you and ZenBusiness detailing your use of the ZenBusiness Registered Agent Services. This RA Agreement, and its terms, conditions, limitations, and requirements, is effective as of the date you purchase the RA Services, accept a promotional trial thereof, or purchase a package that includes RA Services (the “Effective Date”). Please read these RA Terms carefully.

THIS RA AGREEMENT, THE ZENBUSINESSs TERMS OF USE, ZENBUSINESS PRIVACY POLICY, AND ANY OTHER APPLICABLE TERMS TO ADDITIONAL ZENBUSINESS PRODUCTS PURCHASED, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND ZENBUSINESS. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS OR DELETIONS ARE NOT ACCEPTABLE AND ZENBUSINESS MAY REFUSE OR DENY USE OF THE RA SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS RA AGREEMENT. These RA Terms affect your legal rights and obligations. If you do not agree to be bound by the RA Terms, do not purchase, access or use the Registered Agent Services. If you have not yet used the Registered Agent Services, and do not wish to comply with these RA Terms, you may request a refund, by contacting the ZenBusiness Customer Support Team at 1-844-4-ZENBIZ.

1. Description of Registered Agent Services. ZenBusiness agrees to 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 (the “RA Service Term”).

a. Service Provider.

You acknowledge and agree that ZenBusiness may work with third-party providers (along with ZenBusiness each, a “ZenBusiness Registered 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 and you consent and agree to ZenBusiness entering into any third-party terms on your behalf for the limited purpose of providing you with the Registered Agent Services.

b. Service of Process.

You authorize the 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 statutes, rules, or regulations governing the state in which you have purchased RA Services (collectively, “Legal Mail”), on your behalf. You further authorize the Registered Agent to scan and upload any Legal Mail received on your behalf.

c. Not a Mailing Address.

Except as otherwise specified in this RA Agreement, the 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. The Registered Agent has no obligation to forward any items received pursuant to any unauthorized use of the Registered Agent’s address (the “Registered Address”) and ZenBusiness assumes no liability with respect to any loss of such items. You assume all liability for such losses regardless of whether you had approved or initiated the unauthorized use. The Registered Agent may seek reimbursement from you for any and all costs incurred in connection with the unauthorized use of the Registered Address. The Registered Address is for the primary purpose of fulfilling state requirements for “Service of Process” and such address may only be used 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.

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 the Registered Agent delivers Legal Mail to users; it does not warrant that Legal Mail will never be misdelivered. The RA Services are offered as is. You acknowledge that in such cases the Registered Agent is not liable to the intended recipient. The Registered Agent will make its 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.

f. Customer-Returned Mail.

If you refuse or fail to accept Legal Mail forwarded to you from the Registered Agent, you will bear any costs of return shipping of the Legal Mail. You must sign for or otherwise acknowledge your acceptance of all Legal Mail sent to you by theRegistered Agent.

g. Customer Responsibility to Provide Accurate and Updated Information.

It is your responsibility to contact ZenBusiness with changes to your contact information and business status within 30 days of the change. Failure to do so may result in the termination of your RA Services. You acknowledge that the Registered Agent is not liable to you for damages resulting from your failure to update or provide accurate information.

2. Updates to Terms. You acknowledge that ZenBusiness reserves the right to change these RA Terms of Service at any time (“Updated Terms”), in its sole discretion, with or without notice. You agree that we may notify you of the Updated Terms by posting them on www.ZenBusiness.com, and that your use of the RA Services after the effective date of the Updated Terms constitutes your agreement to the Updated Terms. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, 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. Unless explicitly stated otherwise, any new features that augment or enhance the current RA Services are subject to these RA Terms of Service and/or Updated Terms depending on the date the new features are made available.

3. Your Information. You, not ZenBusiness , have sole responsibility for the accuracy, quality, and legality of your information.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.

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 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 purchased the RA Services for, you will be personally responsible for the obligations in these RA Terms and the order you placed, including without limitation, the payment obligations. We shall not be liable for any loss or damage resulting from our reliance on any instruction, notice, document, or communication reasonably believed by us to be genuine and originating from an authorized representative of the company for which the order was placed. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, we may, but are not obliged to, require additional authentication from you which you shall promptly provide.

5. 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, even if you do not use the Registered Agent Services, until you cancel your RA Service or it is otherwise terminated and your obligations under Paragraph 7b(ii) are fulfilled.

ZenBusiness may increase its fees for RA Services effective the first day of a RA Service Term by giving you notice of the new fees at least thirty (30) days before the beginning of the RA Service Term. If you do not cancel your RA Service and fulfill your obligations under Paragraph 7b(ii), you will be deemed to have accepted the new fee for that renewal term and any subsequent renewal terms (unless the fees are increased in the same manner for a subsequent renewal term). Any reductions in fees become effective on the next renewal term without any pro rata refund for the then-current or previous terms.

If you add a product or service to your subscription, ZenBusiness has the discretion to charge you a prorated portion of the cost to align your renewal date with your current subscription. ZenBusiness will provide you notice before doing so.­­

If you fail to pay for your RA Service, whether for the current or a prior renewal term, ZenBusiness reserves the right to suspend the ability to access previously viewed Legal Mail in your account.

b. Billing; Automatic Renewal.

You must provide valid credit card information (the “Card on File”) at the time of purchase to allow payment for the initial RA Service Term, any subsequent renewal terms, and any other assumed charges as outlined in these RA Terms.

Your RA Service will renew automatically at the end of the Initial Term and at the end of each successive renewal term at the then-current price (each a “Billing Date”), until you notify us that you want to terminate your RA Service under this Agreement or your RA Service is otherwise terminated. We may send a reminder email to your email address of record before your Billing Date. Unless required by law in the state where you reside, ZenBusiness is not obligated to provide this notice.

If you do not terminate the RA Service before the Billing Date, your Card on File will automatically be charged at the then-current, non-promotional subscription rate for the same product or service for the renewal term of your RA Service on your Billing Date. You agree to be responsible for any such charges, and we reserve the right to obtain payment directly from you if necessary. If you wish to change your Card on File or if your form of payment information otherwise changes, ZenBusiness Customer Support Team at 1-844-4-ZENBIZ. If a charge made to your Card on File is declined, ZenBusiness may make up to five attempts to bill the Card on File over a thirty (30)-day period. ZenBusiness may obtain automatic updates for any expiring credit cards you have provided.

ZenBusiness may adjust your Billing Date in subsequent renewal periods. This will be reflected by a charge to your Card on File on a prorated basis according to the number of days that have passed since the Billing Date of your latest renewal charge.

ZenBusiness may also charge your Card on File for any assumed charges set forth in this Agreement such as the shipment of any Legal Mail that is returned to us due to your failure to update your contact information.

Cancellation of your automatic renewal terminates your RA Service. To cancel the automatic renewal of your RA Service, you must notify ZenBusiness of your intent to cancel by calling our Customer Support Team at (844) 493-6249. When ZenBusiness receives notice of this cancellation, no further charges will be billed to your Card on File subject to Your Obligations on Termination or Cancellation, Section 8, below.

6. Changes to Service.

ZenBusiness may change the offering of Registered Agent Services, including the functionality, content, or availability of any features of the services, at any time in its sole discretion. We may also impose limits on features and services or restrict your access to all or part of the service. If we add new features to the RA Services, including incorporating any third-party services, the new features will be subject to these RA Terms.

Should ZenBusiness offer multiple versions of its Registered Agent services, and cease to offer a service you have selected, we can discontinue your subscription, continue to provide it to you, or provision a replacement (similar or comparable product) at the then-current price. Additional fees may be charged for such replacement services. ZenBusiness will notify you of new fees at least thirty (30) days before they become effective.

7. Document Retention.

Originals will not be forwarded unless the material being sent cannot be copied (e.g. discs, checks, USB drives, etc.). Original documents will be destroyed within sixty (60) days of the Registered Agent sending you a copy.

8. Termination or Cancellation.

a. By ZenBusiness.

ZenBusiness may terminate your RA Service and resign, with proper notice if required by state law, as your registered agent. Reasons for termination may include: 1) your failure to provide accurate, complete, and current information as requested or required by the Registered Agent, 2) the inability to locate you after reasonable and diligent efforts are made, 3) your failure to pay, 4) your use of the RA Services for suspected illegal activity, or 5) any other lawful reason.

b. By Customer.

You may cancel your RA Service by calling our Customer Support Team at (844) 493-6249 or by email at support@zenbusiness.com. After you have cancelled the RA Services, your RA Service will remain active until you have fulfilled your obligations pursuant to Paragraph 7b(ii) below.

After termination by ZenBusiness or termination or cancellation by Customer at the end of the then-applicable Term, you agree that:

i. You are responsible for all expenses incurred by your use of the RA Services after termination or cancellation including, but not limited to, shipping charges incurred to forward Legal Mail received on your behalf.

ii. You must assign another registered agent in that jurisdiction or act as your own registered agent, where lawful, and must pay all fees related to changing your agent (including appointment and/or registration fees). In addition, you must notify ZenBusiness that you have properly changed registered agents by the next Billing Date and provide ZenBusiness with satisfactory written proof that the Registered Agent is no longer listed as your registered agent. You can notify ZenBusiness of any registered agent changes by phone or email at support@zenbusiness.com. If you no longer wish to use the Registered Agent Services because you are discontinuing your business operations (voluntarily or otherwise), you must provide ZenBusiness with satisfactory written proof that your entity has been voluntarily dissolved with the state filing office, or that its status with the state filing office (or other government agency) is inactive (e.g., revoked, voluntarily dissolved, or cancelled) by the next Billing Date. You can notify ZenBusiness of any entity changes by phone or by email support@zenbusiness.com. If you cancel RA Services because your entity has been voluntarily dissolved or its status is inactive, your Registered Agent, in its sole discretion and in accordance with state filing offices requirements, may resign as your entity’s registered agent. However, 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. If you fail to provide ZenBusiness with satisfactory written proof of your change of the Registered Agent as your registered agent or of your discontinuation of business operations, you will continue to incur charges for Registered Agent Services until such proof is provided.

iii. If you replace the Registered Agent, or ZenBusiness otherwise resigns, any Legal Mail that your Registered Agent receives on your behalf will be marked “Return to Sender” if it is first class mail or destroyed if it is not. You waive and release the Registered Agent from compliance with any obligation to forward or re-mail Legal Mail received after your subscription has been terminated and specifically agree that your Registered Agent has no obligation to forward or re-mail Legal Mail to you except as expressly stated in this Agreement. You agree to hold ZenBusiness and/or the Registered Agent harmless from any claim to the contrary.

iv. You acknowledge that you have sole responsibility for notifying senders (including all government agencies) of your new registered agent address.

v. In the event this Agreement is terminated (other than by reason of your breach), ZenBusiness will make available to you a file of your RA Services account content (“Customer Data”) within 30 days of termination if you so request at that time. You may be required to pay reasonable copy and shipping charges associated with your request. You agree and acknowledge that ZenBusiness has no obligation to retain the Customer Data and may delete such Customer Data thirty (30) days following termination of the RA Services.

8. Non-English-Speaking Customers. Non-English translations of these Terms, as well as other terms, conditions, and policies, are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.

9. Indemnification. You agree to release, defend, indemnify, and hold harmless ZenBusiness and/or the Registered Agent 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. ZenBusiness or its agents being named as a defendant in an action based on your alleged or actual conduct.

For purposes of this Agreement, the indemnified parties shall include ZenBusiness and its owners, affiliates, subsidiaries, parents, shareholders, members, successors, assigns, representatives, franchisees, officers, directors, agents, attorneys, subcontractors and employees.

9. Limitation of Liability.

YOU AGREE AND ACKNOWLEDGE THAT NEITHER ZENBUSINESS 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 ZENBUSINESS 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 ZENBUSINESS NOR YOUR REGISTERED AGENT HAS ANY RESPONSIBILITY OR OBLIGATION TO INSURE ANY LEGAL MAIL OR SHIPMENTS SENT TO YOU.

NEITHER ZENBUSINESS 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, EXCEPT AS PROVIDED IN THE DISPUTE RESOLUTION BY BINDING ARBITRATION SECTION OF THE TERMS OF SERVICE. NEITHER ZENBUSINESS 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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