Supplemental Terms of Service for Corporate Center and Subscription Services

In addition to the LegalZoom.com, Inc. ("LegalZoom") Terms of Service that govern your use of the LegalZoom website, these supplemental terms of service (the "Supplemental Terms" or the "Agreement") constitute a legal agreement between you and LegalZoom detailing the terms of your use of the LegalZoom Corporate Center (the "Center") and certain subscription-based services, some or all of which may be offered or accessible through the Center (the "Subscription Services"). LegalZoom hereby provides you with Subscription Services and with access to the Center, for a fixed term, at the level associated with the Subscription Services you purchased or your status as an entity formed by LegalZoom (your "Level of Access"). This Agreement is effective as of the date you accept its terms by clicking on the link below.

THIS AGREEMENT - TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, LICENSES AND ALL OF LEGALZOOM'S TERMS, RULES AND POLICIES - COLLECTIVELY CONSTITUTE THE "AGREEMENT" BETWEEN YOU AND LEGALZOOM. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS OR DELETIONS ARE NOT ACCEPTABLE AND LEGALZOOM MAY REFUSE ACCESS TO THE CENTER OR DENY USE OF SUBSCRIPTION SERVICES FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.

1. Description of Center and Subscription Services. LegalZoom licenses you to access and use the Center and the Subscription Services, which services may include (but are not limited to) Registered Agent Services and Minutes Manager. Unless explicitly stated otherwise, any new features that augment or enhance the current Center or Subscription Services, including the release of new Subscription Services, shall be subject to these Terms of Service. LegalZoom may subcontract any Subscription Services or any work, obligations or other performance required under Subscription Services without your consent.

To use the Center and the Subscription Services offered therein, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. You are responsible for providing all equipment necessary to make such connection to the World Wide Web, including a computer and Internet access.

2. License Grants. LegalZoom grants you a non-exclusive, non-transferable worldwide right to use the Center at your Level of Access, subject to these Supplemental Terms. You grant to LegalZoom the non-exclusive, worldwide, right to use, copy, store, transmit and display the information entered into the Center solely to the extent necessary to allow access to the Center as requested by you for the purpose of providing the Subscription Services. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Center or any content therein, or (ii) modify, edit, reproduce, reverse engineer, alter, enhance, make derivative works based on or referring to or in any way exploit the Center, its content or its source code, except for modifications based on access and use of the Center specifically authorized by these Supplemental Terms. All rights not expressly granted to you are reserved by LegalZoom and its licensors.

3. Limitation of Availability. The Center may not be accessible, in whole or in part, in all areas, and LegalZoom does not guarantee the accessibility, in whole or in part, of the Center to all users. Certain Levels of Access, or access to all or part of the Center, may be contingent on the purchase and maintenance of certain Subscription Services. If you're not sure whether or not full or partial access to the Center is available in your area, or if certain functions or content is accessible at your Level of Access, you can email us at customersupport@legalzoom.com or call us at 800-962-8600.

4. General Practices Regarding Use And Storage. You acknowledge that LegalZoom may establish general practices and limits concerning use of the Center and the Subscription Services, including without limitation the maximum number of days that data, schedules, calendars or other uploaded content will be retained by the Center, the maximum number of messages that may be sent from or received by an account on the Center, the maximum size of any message that may be sent from or received by an account on the Center, the maximum disk space that will be allotted on LegalZoom's servers on your behalf and the maximum number of times (and the maximum duration for which) you may access the Center in a given period of time. You agree that LegalZoom has no responsibility or liability for the deletion or failure to store any messages, other communications or other content maintained or transmitted by the Center. You acknowledge that LegalZoom reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

5. Your Information. All information provided by you to the Center (either directly or through other parties) shall remain the sole property of you or such third parties, as applicable, unless you are notified specifically in advance. You, not LegalZoom, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of your information, and LegalZoom shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any such information. LegalZoom reserves the right to withhold, remove and/or discard your information without notice for any breach, including, without limitation, your non-payment. On termination, your right to access or use the Center, the Subscription Services and your information as contained therein immediately ceases, and LegalZoom shall have no obligation to maintain or forward any of your information.

You are responsible for all directions, orders, notifications, expenses incurred or other actions that may occur through your use of the Center or the Subscription Services. You must immediately alert us of any fraudulent, unauthorized, illegal or suspicious use of the Subscription Services, the Center or any other breach of security or unauthorized or illegal activity that you reasonably suspect.

6. Authority to Enter Agreement. If you are entering into these Supplemental Terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to these terms, 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 Terms, you may not sign up for or use the Subscription Services or the Center. 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 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 your company. 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.

7. Payment.

a. Subscription Fees.

If you purchase a Subscription Service, you hereby agree to pay all charges to your account made therefore, including but not limited to applicable taxes and fees for the use of additional features not included as part of your Subscription Service. You will be charged in accordance with the billing terms in effect at the time the fee or charge becomes payable. For any Subscription Services you purchase that are charged in full upon purchase, you agree that for each renewal period for such Subscription Service, the amount due for the next subscription period will be due and immediately payable in full as of the first day of your renewed subscription period. For each Subscription Service, your charge remains for each subscription period no matter if you access the Center or Site, or check any messages on either, during any subscription term. In other words, EVEN IF YOU DO NOT USE THE SUBSCRIPTION SERVICE OR ACCESS THE CENTER, YOU WILL BE RESPONSIBLE FOR ANY SUBSCRIPTION FEES UNTIL YOU CANCEL YOUR SUBSCRIPTION OR IT IS OTHERWISE TERMINATED. For more information regarding canceling your Subscription Services, see the "Termination or Cancellation" section below.

b. Billing.

Payment for the initial term of a Subscription Service is due at the time of purchase.

If you have not opted for automatic renewal of your Subscription Service, subsequent periods will be invoiced approximately one month before the start date of the renewal term, with date due set no later than the first day of the renewal term (the "Billing Date"). The Billing Date will be based on the anniversary of your original purchase date. If your purchase date is on the 29th day of February, your Billing Date for renewals in non leap-years only will fall on the 28th.

If you have opted for automatic renewal of your Subscription Service, your Subscription Service will renew automatically at the end of the initial term and at the end of each year thereafter for one (1) year increments, unless and until you give notice of your intention to cancel automatic renewal or terminate your Subscription Service pursuant to the terms of this Agreement. If you do not give us notice of either such intention, your credit card will be charged for the renewal term of your Subscription Service on your Billing Date. LegalZoom may adjust your Billing Date in subsequent renewal periods without notice. This will be reflected by a charge to your account on a pro-rated basis according to the number of days that have passed since the Billing Date of your latest renewal charge. Unless otherwise notified in advance by LegalZoom pursuant to this Agreement, the renewal charge will be equal to the original purchase price for the Subscription Service.

c. Notice of Automatic Renewal.

If you have opted for automatic renewal of your Subscription Service, we will send a reminder email to the email address of record for your account approximately one month before your Billing Date. You acknowledge and agree that this notice is provided as a courtesy only, and we are not obligated or required to provide such notice. You acknowledge and agree that your failure to read or inability to receive the email does not create any liability on the part of LegalZoom or any third-party service provider.

d. Cancellation of Automatic Renewal.

To cancel the automatic renewal of a Subscription Service, you must notify LegalZoom of your intent to cancel automatic renewal at least five (5) days before the end of the then-active subscription term, by calling our customer service at (800) 773-0888. LegalZoom agrees that when it receives notice of this cancellation of automatic renewal under the conditions stated above, no further charges will be billed to your credit card automatically. Instead, invoices for additional renewal terms will be invoiced approximately one month prior to the Billing Date of the new term, with date due set no later than that Billing Date. Note that cancelling automatic renewal for a Subscription Service will not terminate your Subscription Service.


8. Changes to Subscription Services and Center.
a. General Changes.

LegalZoom may change, modify, add, remove, suspend, cancel or discontinue any aspect of a Subscription Service or the Center, including the functionality, content and/or availability of any features of such Subscription Service or the Center, at any time in LegalZoom's sole discretion. We may also impose limits on certain features and services or restrict your access to all or part of the Center or your Subscription Service without notice or liability at any time.

b. Fee Adjustments.

LegalZoom may increase its fees for any Subscription Services effective the first day of a renewal term by giving you notice of the new fees at least thirty (30) days before the beginning of the renewal term. If you have and do not cancel automatic renewal as provided in Section 7 or terminate your subscription pursuant to Section 11, you shall 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). Reductions in fees become effective on the next renewal term without any pro rata for the period covered under the prior fee schedule.


9. Internet Delays. Access to the Center and your use of the Subscription Services may be limited or delayed based on problems inherent in the use of the Internet and electronic communications. LegalZoom is not responsible for any delays, delivery failures or other damage resulting from such problems.

10. Registered Agent Services.
a. Service Provider.

You acknowledge and agree that we do or may contract with third-party providers (each, a "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. Each such Registered Agent may have additional terms of service or conditions of use, all of which are incorporated herein by reference for the benefit of such Registered Agent. It is your responsibility to be aware of and read any such terms. By accepting this Agreement, you are also accepting the additional terms and conditions, if any, set forth therein. LegalZoom specifically disclaims responsibility for your failure to read any Registered Agent's terms of service.

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 (collectively, the "Mail"), on your behalf. If available in your area or at your Level of Access, you further authorize your Registered Agent to scan and upload the Mail received on your behalf into your account at the Center. From the Center, or by phone or email, you may direct your Registered Agent to perform the following actions in respect of your Mail (and when you so direct your Registered Agent, you authorize it to do so):
i. forward to an address you specify;
ii. forward to another account;
iii. shred or recycle the envelope and its contents;
iv. unsubscribe or opt in to mailing lists; or
v. perform any other actions that your Registered Agent may offer.
c. Not a Mailing Address.

Unless otherwise specified in this Agreement or your Registered Agent's terms of service, your Registered Agent's services are limited to the receipt and forwarding of items covered by the respective statute, rule, regulation or contract, and do not include the provision of a business or mailing address independent of such statute, rule, regulation or contact. 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 LegalZoom assume 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 statutes for "Service of Process" and such address may be used only to receive 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 business cards, brochures, websites or emails.

e. Misdirected Mail.

You acknowledge that your Registered Agent delivers mail to users; it does not warrant that mail will never be misdelivered. You acknowledge that in such cases neither LegalZoom nor your Registered Agent are liable to the intended recipient and your Registered Agent will make its best efforts to notify both the intended recipient and the unintended recipient immediately on discovery of the error and seek immediate retrieval of the item from the unintended recipient.

f. Customer-Returned Mail.

If you refuse or fail to accept 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 Mail. At the request of LegalZoom or your Registered Agent, you must sign for or otherwise acknowledge your acceptance of all Mail sent to you by your Registered Agent.

11. Termination or Cancellation.
a. By LegalZoom.
i. LegalZoom may terminate your use of all or part of the Center or your Subscription Service at any time in its sole discretion; provided, however, that, as your sole remedy, we will refund to you any prepaid fees actually paid specifically related to that Subscription Service or part thereof.
ii. If you fail to provide accurate, complete and current information as requested or required by LegalZoom or your Registered Agent, LegalZoom reserves the right to resign your Registered Agent as your registered agent and terminate your use of the Subscription Service.
iii. Your right to use a Subscription Service is subject to any limits established by LegalZoom or by your credit card issuer. If payment cannot be charged to your credit card or your charge is returned for any reason, including charge back, LegalZoom reserves the right, in its sole and absolute discretion, to suspend or terminate your access and account, thereby terminating this Agreement and all obligations of LegalZoom hereunder.
b. By Subscriber.

If you make a cancellation request within thirty (30) days of the date on which you ordered your Subscription Service (the "Cancellation Period"), LegalZoom will refund the full amount charged for such Subscription Service. At the end of the Cancellation Period, you will have the right to cancel your Subscription Service by providing at least five (5) days' notice before the start of the next renewal period for such Subscription Service. After such cancellation, your Subscription Service will remain active until the end of then-applicable period.

c. Services After Termination.

After termination of your Subscription Service, either by you or by LegalZoom:
i. You will not be able to access the Subscription Service offerings in the Center; provided, however, that any access rights to the Center granted you through a separate channel (e.g., through another Subscription Service or your status as an entity formed by LegalZoom) will remain in full force and effect unless and until separately terminated or cancelled.
ii. LegalZoom or your Registered Agent will ship any Mail (via lowest-cost carrier) to you until the end of the then-applicable subscription period.
d. Your Obligations on Termination.

After termination and the end of the then-applicable subscription period, you agree that:
i. You will no longer incur charges in respect of your subscription.
ii. If you no longer wish to use the Registered Agent Services in any jurisdiction, you must assign another registered agent in that jurisdiction, and must pay all fees related to changing your agent (including appointment and/or registration fees). In addition, you must notify both LegalZoom and your Registered Agent that you have properly changed registered agents by the next Billing Date, either by phone or email, and provide both LegalZoom and your Registered Agent with satisfactory written proof that the Registered Agent is no longer listed as your registered agent. If, however, you no longer wish to use the Registered Agent Services because you are discontinuing your business operations (voluntarily or otherwise), you must properly dissolve, cancel, withdraw or otherwise properly terminate your entity. You must also notify both LegalZoom and your Registered Agent that you have properly discontinued business operations by the next renewal date, either by phone or email, and provide both LegalZoom and your Registered Agent with proof of your dissolution, cancellation, withdrawal or termination of your entity. If you fail to provide both LegalZoom and your Registered Agent with satisfactory written proof of your resignation 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. Any Mail that your Registered Agent receives on your behalf as your registered agent will be marked "Return to Sender" if it is first class mail or destroyed if it is not. You waive and release your Registered Agent from compliance with any obligation to forward or re-mail Mail received after your subscription has been terminated and specifically agree that your Registered Agent has no obligation to forward or re-mail Mail to you except as expressly stated in this Agreement. You agree to hold LegalZoom, your Registered Agent and the affiliates of each harmless from any claim to the contrary.
iv. You acknowledge that you have sole responsibility for notifying senders (including all government agencies) of a registered agent address other than your Registered Address.
v. In the event this Agreement is terminated (other than by reason of your breach), LegalZoom will make available to you a file of your Center content ("Customer Data") within 30 days of termination if you so request at that time. You agree and acknowledge that LegalZoom has no obligation to retain the Customer Data and may delete such Customer Data more than 30 days after termination.
12. No Guarantee. LegalZoom makes no guarantee that all necessary alerts, reminders, filings, requirements, or regulations are incorporated, included or referenced in the Center or provided by email, or that the information provided by the Center or by email is accurate, reliable, complete, or timely. Furthermore, laws, regulations, and administrative requirements often change, and their application and impact vary from company to company and industry to industry. Accordingly, neither the Center nor any email communication is intended to provide or substitute for accounting, legal, business, tax or other professional advice or services. They are offered for information purposes only and the Center serves only as a venue for individuals to record specific information. The Center, any email communications and the information contained in any of these are not and should not be construed or relied on as legal advice. Compliance with all laws and regulations remains your sole and absolute responsibility. Before taking any business or legal action based on information from the Site, the Center or any email communication, you should consult with a financial or legal professional to verify deadlines and determine whether such actions are appropriate for you based on your personal or business needs. No representations or warranties, express or implied, are given regarding the legal or other consequences resulting from the use of the Center or the Subscription Services.

13. Indemnification. You specifically indemnify LegalZoom and hold us harmless from any and all liability, claims, damages, losses or causes of actions arising from our inspection of your Mail or from the release of information regarding you or your use of the Subscription Services to any local, state or national agency or to the USPS, or to a private party whose subpoena you fail to contest as specified by us. Except as provided herein, we will preserve the confidentiality of your Mail's contents with respect to third parties and will not use or disclose information contained in your Mail other than to carry out the purposes for which you disclosed that information.

You agree to protect, defend, indemnify and hold LegalZoom 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:
(i) this Agreement;
(ii) the Subscription Services provided to you;
(iii) your use of the Subscription Services, including without limitation any copyright infringement claims that could arise from your Registered Agent scanning Mail or other documents;
(iv) the failure of any third party, USPS or any commercial delivery or courier service, to provide delivery or courier services accurately and on time;
(v) loss, damage or destruction of your Mail by any cause whatsoever whether or not attributable to our negligence or intentional act; and
(vi) any violation by you of any federal, state or local laws, statutes, rules or regulations.
For purposes of this Agreement, the indemnified parties shall include LegalZoom and its owners, affiliates, subsidiaries, parents, shareholders, members, successors, assigns, representatives, franchisees, officers, directors, agents, attorneys and employees.

14. Limitation of Liability.
a. Registered Agent Services.
i. YOU AGREE AND ACKNOWLEDGE THAT NEITHER LEGALZOOM NOR YOUR REGISTERED AGENT ARE LIABLE FOR ANY DAMAGE TO MAIL, OR LOSS OF MAIL DURING OR AFTER MAILING OR SHIPMENT TO YOU. NEITHER LEGALZOOM NOR YOUR REGISTERED AGENT ARE RESPONSIBLE FOR 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 LegalZoom nor your Registered Agent have any responsibility or obligation to insure any Mail or shipments sent to you.
ii. NEITHER LEGALZOOM 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 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 AND THE SUBSCRIPTION SERVICES OR THE CENTER SHALL NOT EXCEED $100.00 WITHOUT REGARD TO THE NATURE OF THE CLAIM, LOSSES OR DAMAGES INCURRED. NEITHER LEGALZOOM NOR YOUR REGISTERED AGENT SHALL BE LIABLE FOR ANY OTHER LOSS, CLAIM, DAMAGE OR INJURY ARISING OUT OF, RELATED TO, OR IN ANY CONNECTED WITH THIS AGREEMENT OR THE PROVISION OF ANY SUBSCRIPTION SERVICES PURSUANT TO THIS AGREEMENT.
b. Alerts.

Any alerts included as part of our Subscription Services may include reminders in the Center or by email of filing deadlines or other important dates. Your failure to view or read the message or inability to receive the message does not create any liability on the part of LegalZoom. Further, LegalZoom will not be liable for any loss of good standing of an entity for any reason.


15. Internal Revenue Service (IRS) Circular 230 Tax Advice Disclosure. To ensure compliance with requirements imposed by the IRS under Circular 230, we inform you that any U.S. federal tax advice contained in any communication from LegalZoom (including information contained in the Center) is and was not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to another party any matters addressed therein.