Registered Agent Agreement
Terms of Service (TRUE Space, Inc.)
By using our website or our Services, you acknowledge that you have read and understood these Terms of Service.
Intellectual Property Rights and Ownership
We own all right, title and interest, in and to all Intellectual Property Rights (as defined below) in the Services and websites, and these Terms do not grant you any rights to our Intellectual Property Rights. For purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, service mark rights, goodwill, trade secret rights, and any other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.
You agree to protect, defend, indemnify and hold us 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, without limitation, any claim arising from:
- your wrongful or improper use of the Services;
- our need to make corrections to your corporate filing with the secretary of state, comptroller, or other government agencies, to correct errors or make adjustments to bring your filings into compliance with the paid services you selected or for the services for which you are actively paying;
- your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights;
- your violation of any law, rule or regulation of the United States or any other country;
- any other party’s access and/or use of the Services with your unique name, password or other security code;
- any copyright infringement claims that may arise from us scanning Legal Documents or other mail on your behalf;
- the failure of any third party, including but not limited to the United States Postal Service or any commercial delivery or courier service, to provide delivery or courier services accurately and on time;
- any loss, damage or destruction of your Legal Documents by any cause whatsoever;
- our being named as a defendant in an action based on our status as your registered agent;
- any claims or action brought against us relating to your failure to maintain updated information on any of our websites.
- We’re Not Attorneys or Fiduciaries
- We are not a law firm or an attorney and do not provide legal advice. We provide information and act as a fulfillment service provider. As we are not attorneys, there is no attorney-client relationship between us and none of the communications between us are protected as attorney-client communications. Use of our services as a fulfillment service provider shall NOT create any fiduciary duty or obligations, either implied or express, by any agent, affiliate or employee of the company.
Dispute Resolution by Binding Arbitration and Class Action Waiver
Contact our customer support staff to resolve customer concerns over the phone at (888) 308-8783 or by email at email@example.com. In the unlikely event that we are unable to resolve your complaint to your satisfaction, we each agree to resolve those disputes through binding arbitration under a 3rd party arbiter selected by TRUE Space, Inc. The costs of binding arbitration will be jointly paid by both parties.
You agree that any arbitration pursuant to these Terms will be on an individual basis, and that you will not bring a claim as a plaintiff or class member in a class, consolidated, or representative action.
You further agree that class arbitrations, class actions and consolidation with other arbitrations will not be allowed. All disputes and claims between us will be heard by a single arbitrator.
Limitation on Time to Initiate a Dispute
You agree that any action or proceeding by you relating to any dispute must commence within one year after the alleged cause of action accrues. The use of the term "dispute" does not refer to the dispute of payment through your credit or debit card, which is not allowed due to the non-refundable clause of this agreement.
Disclaimer of Warranties & Limitation of Liability
DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT ALLOWED BY LAW, YOUR USE OF THIS SITE AND OUR 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.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT WE WILL NOT 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 THIS WEBSITE AND OUR SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT YOU PAID TO US FOR SERVICES DURING THE TWELVE MONTH PERIOD PRECEDING THE DATE OF YOUR CLAIM.
Accurate and Current Information
Because of various state requirements and statutes, we do need accurate information concerning your contact information. We don’t sell your information and we keep all information that is not required on public documents private.
However, you agree that you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of your information. You also agree that the accuracy of filings which we make on your behalf depends on the information you provide and you agree to promptly notify us when any of your information changes.
In exchange for payment for services, TRUE Space, Inc. will provide an email confirming our consent to provide registered agent services on behalf of the business name registered with us. The consent permits you to use our business name “TRUE Space, Inc.” and the provided registered agent address, exclusively for purposes of filing such information with the Secretary of State in association with the business name registered with us. You grant us consent to open all mail addressed to or associated with your business at our address. This is required so we can scan and email documents to you as well as verify that our address is being used for the purposes contained in this agreement.
The logistics of delivery of documents to our clients involves both electronic and non-electronic methods of delivery. Sometimes we utilize professionals such as: couriers; shippers like UPS or FedEx; US Mail; and other third-parties to fulfill our registered agent duties. This item is to make sure you understand and agree that these service providers may play a part assisting us in delivery of documents in association with registered agent services.
Accepting Service of Process and Other Legal Documents
As your registered agent, we accept legal documents on your behalf. When document size permits, we scan and email them to you, or upload them into the online account we provide you. Otherwise, documents are available for pickup or can be forwarded to you via mail, UPS or FedEx ground, 2nd Day, Overnight at added cost. You authorize us to receive service of process and legal documents of any kind (“Legal Documents”) on your behalf. You also agree that we can open, scan, email to you, or upload and transmit the Legal Documents into your account in connection with providing Services to you, or forward to you upon request. If you do not pickup or instruct us to forward documents to you, after 90 days you instruct us to destroy the original documents.
Registered agent services are limited to the receipt of service of process as well as the receipt and forwarding of Legal Documents, and do not include the receipt of any general or regular mail or other items. Accordingly, we do not assume liability to you, or any third party, for loss of mail or other items which are not Legal Documents.
Non Legal Documents
Not all documents are Legal Documents. The documents received at our addresses on your company’s behalf, that are not communications from the Secretary of State related to your company’s registration (addressed to us as registered agent), nor documents related to legal service of process, nor regarding potential legal matters from an attorney or court, are considered by us to be “Non Legal Documents”. Non-Legal Documents delivered or dropped off at our address, will without notice to you, be automatically returned to sender as undeliverable or destroyed if not received via mail. Receipt of Non Legal documents typically is associated with improper and unauthorized use of the registered agent information addressed elsewhere in this document.
Misuse of Address & Mail
In NO CASE can the registered agent address we provide, be used for any purpose other than as your legal registered agent’s address on your corporate filing with the secretary of state. Providing this address to other parties, using this address as registered agent for businesses not registered with TRUE Space for registered agent service, or misrepresenting the registered agent address as your corporate mailing address is expressly prohibited, and will result in substantial fees.
You agree that you are instructing TRUE Space, Inc. to act as your agent to discard mail addressed to your business that would commonly classified as “Junk Mail” or advertisements, to also include all 'standard postage' mail. You are requesting this action since in no case would such “Junk Mail” typically be delivered to your legal registered agent. You are also instructing us, as your agent, to open any mail addressed to your business name or personal name for purposes of helping you update the address with that sender and to verify the address is being used properly for registered agent purposes only.
The receipt of mail addressed to your business name, including Junk Mail, is indicative of misuse of the registered agent address for other address purposes. In such cases, you agree to pay TRUE Space, Inc. a “Handling Fee” of $20.00 for each piece of mail delivered to us that is addressed to your business name at the registered agent’s address that is not associated with legal matters concerning your corporation. This fee will automatically be processed to your payment card on file or that is associated with your account. In exchange for the Handling Fee, we will notify you via email of the sender shown on the return address of the envelope/mail so you can contact that party to remove the address to prevent future mail from arriving addressed to your business. You are hereby directing us as agent to discard or return to sender (our choice) any mail addressed to your business name or personal name.
Use of Registered Agent Address as Business Address or Mailing Address: If we identify that you have misused the registered agent address by using it as your business address or business mailing address, or for any purpose other than as your legal registered agent, you agree to immediately cease the improper use of the address and make all state filings as required to remove our Registered Agent Address from your corporate filing as Mailing Address or Principal Office Address or any similar business address listing. If you fail to take action, you authorize TRUE Space to make the required state filings to correct this information and you agree to pay all TRUE Space fees and state filing fees associated with such filings. If we are unable to make the above corrective filings due to your failure to pay for these services, consent to act as your registered agent will be withdrawn and we will then resign as your legal registered agent. Resignation of registered agent can lead to administrative dissolution of your LLC or corporation and additional fees payable to the secretary of state to recover your LLC or corporation.
Furthermore, you authorize TRUE Space, Inc., at our option or your request, to make corrections to your corporate filing, or information on file with the state comptroller, to remove our address from use where not authorized. Such actions can include but are not limited to corporate filing: amendments; annual registrations; amendments to annual registrations; and state comptroller filings. If we take such action, you request that we replace the address with the address of your TRUE Space Virtual Office (if a client), that address you provided us at signup, or another address if so provided via email before the filing is made. In addition to any required filing fees, you agree to pay a minimum of $75.00 Service Fee and a maximum of $150.00 Service Fee (varies by state and state filing fees), for us to make any such filings, and authorize us to process this payment to your payment card as a non-refundable, non-disputable transaction.
Use of Registered Agent Information as Registered Agent For Another Entity: If we identify that you have misused the registered agent address by using it as the registered agent information placed on file with the state, for a business not already registered with us to receive registered agent service, you agree to pay a $199.00/year “Annual Service Fee” and $10.00 Registered Agent Deposit, for each unauthorized use of our address as registered agent, which will automatically be billed to your payment card on file, and will renew annually for as long as the misuse continues. You are responsible for notifying us when the misuse has
Electronic Signatures and Records
We’re a digital company and sometimes we need your electronic or hard copy signature, so we can file documents on your behalf. You agree to provide that signature to us when required.
Power of Attorney
BY ENTERING THIS AGREEMENT, YOU ARE PROVIDING POWER OF ATTORNEY TO TRUE SPACE, INC. AND ITS EMPLOYEES TO MAKE CORPORATE FILINGS WITH THE SECRETARY OF STATE, COMPTROLLER, OR ANY OTHER STATE OR FEDERAL AGENCY ON BEHALF OF YOUR BUSINESS. YOU ALSO AUTHORIZE US, AT OUR DISCRETION TO MAKE THESE FILINGS UTILIZING YOUR NAME AS THE AUTHORIZED PERSON/PARTY MAKING THE FILING. THIS POWER OF ATTORNEY SHALL ENDURE BEYOND THE TERMINATION OF SERVICE OR THIS AGREEMENT.
Terminating Our Registered Agent Services
- Termination by Us.
We may terminate your registered agent Service at any time. Reasons for termination may include, but are not limited to: i) your failure to provide accurate, complete and current information for your account; ii) the inability to locate you after reasonable efforts are made; iii) your failure to pay for your Service; or iv) suspected illegal activity.
- Termination by You.
You may terminate your Service provided you have already removed our registered agent information from your corporate filing. To terminate your Service email us at firstname.lastname@example.org specifying your business name and your request to “Close Account”. You can simultaneously request refund of your account deposit. All past due balances must be paid before your account can close as requested and the TRUE Space registered agent name and address must no longer be in use on your corporate filing when you notify us to close your account. If the TRUE Space information is still in use, you will receive an email stating your attempt to close your account failed due to active use, and your account closure process must be started again once the registered agent information is no longer in use on your corporate filing. Once an account is closed it can only be reopened/activated by paying for a new year of service plus required account deposit. There are no refunds of prepaid service periods that will not be used due to early closing of your account. If the TRUE Space registered agent information is found to be in use on your corporate filing after you close your account, your account will reactivate and payments will resume. A $100.00 Account Reinstatement Fee also applies.
If we receive any documents on your behalf after you have closed your account or if your prepaid period has ended, we will provide registered agent service for up to 45 days after account closure or date we file a resignation as registered agent with the secretary of state office. After that post service 45 day period, to receive the document, you can sign up again for registered agent services retroactive to your previous closure date including paying for all Services provided by us including any past due balances and a $100.00 Account Reinstatement Fee.
- Handling of Legal Documents after we are no longer your registered agent.
We will receive service of process on behalf of your business for a period of 45 days after you close your account or we resign as registered agent. Once the 45 day transition period ends, we cannot legally accept service of process on behalf of your business. If documents are thereafter served to TRUE Space, Inc. on behalf of your business, we will refuse service of process. Documents received by mail will be returned to sender, and any documents left at our location will be destroyed.
- You Waive and Release any Claims and Agree to Hold Us Harmless and Indemnify Us.
You waive and release us from any obligation to forward or re-mail documents that are received after your registered agent Service has been terminated and you specifically agree that we have no obligation to forward or re-mail any documents to you except as outlined in these Terms. You further agree to hold us and our affiliates harmless from any third party claim arising out of a delay or failure of you to receive Legal Documents after your registered agent Service has been terminated.
- No Refunds for registered agent Services.
Once purchased, payment for service is non-refundable. We do not offer full or prorated refunds for canceled registered agent service. This Service is purchased and renewed on a monthly, 1 year (annual), 2 year, or 3 year basis and service must be terminated (account closed), with registered agent information no longer in use, prior to the annual renewal date to avoid recurring annual charges.
Electing to Use Auto-Pay
Some of our Services are billed via an automatic payment feature unless you choose to opt out of this feature within your client account. Customers who opt-out will be invoiced for payment. All accounts using auto-payment must provide us with valid and current credit card information and you agree that we are authorized to charge such credit card for all purchased Services as well as fees incurred in providing you with Services, and any costs and associated fees for misuse of our services.
Specifics Regarding Auto-Pay:
- all auto-payments will be charged to the credit or debit card on file for the business entity or individual.
- all auto-payment services must be canceled at least one (1) day before the next charge date to avoid paying for the next month of service, or year of annual service.
- annual or monthly auto-pay charges that fail to process successfully on the 1st of the month, will be rendered as an unpaid invoice in your online account and subject to a monthly late fee of $10.00.
- monthly subscription or auto-pay charges that fail to process successfully, will be automatically attempted multiple times. Failure to successfully process the auto-payment by the 14th of the month will result in Default status on your account, cancellation of all applicable services and features, forfeiture of deposit, and TRUE Space is required to file a resignation as registered agent with the state.
Acceptable Use of Our Websites and Services
In using our websites and Services, you may not, nor may you permit any third party, directly or indirectly, to:
- access or monitor any material or information on any of our systems, using any manual process or robot, spider, crawler, scraper, or other automated means;
- except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;
- perform or attempt to perform any actions that would interfere with the proper working of the Services, or prevent access to or use of the Services by our other customers;
- copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from us;
- transfer any rights granted to you under these Terms;
- use the Services except as expressly allowed under these Terms.
If we reasonably suspect that your account has been used for an unauthorized, illegal or criminal purpose, you hereby give us express authorization to share information about you and your account with law enforcement.
We shall not be considered to be in breach or default of these Terms, and shall not be liable for any cessation, interruption, or delay in the performance of our Services or other obligations by reason of earthquake, flood, fire, storm, lightning, drought, landslide, hurricane, cyclone, typhoon, tornado, natural disaster, act of God or of the public enemy, epidemic, famine or plague, action of a court or public authority, change in law, explosion, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar even that is beyond our reasonable control, whether foreseen or unforeseen (each a “Force Majeure Event”).
If a Force Majeure Event continues for more than sixty days in the aggregate, we may immediately terminate our Services and shall have no liability for, or as a result of, any such termination.
We may revise these Terms from time to time, and will always post the most current version on our website. By continuing to use or access the Service after the revisions come into effect, you agree to be bound by the revised Terms.
Waiver, Severability, and Assignment
Our failure to enforce a provision of these Terms is not a waiver of our right to do so at a later date. If a provision of these Terms is found to be unenforceable, the remaining provisions of the Terms will remain in full force and effect.
You may assign your rights and obligations under these Terms provided we receive prior written notice of, and approve of, such assignment. We will not unreasonably withhold our approval. We may assign our rights or obligations to any successor in interest of any business associated with the Services.
Have questions about these Terms of Service? Feel free to contact our customer support staff at either of the options listed below:
Phone: (888) 308-8783