The following Online Terms are intended to supplement a valid and fully-executed Registered Agent Service Agreement between Service Provider and LegalZoom and are incorporated by reference therein. In the event of a conflict between these Online Terms and the Agreement, the Agreement will govern. Capitalized terms not defined herein shall have the same meaning respectively assigned to them under the Agreement.
1. General Registered Agent Service. Service Provider’s RA Services shall generally include, but not limited to, receiving mail, parcels, and service of process for LegalZoom Clients (collectively, “Packages”); properly logging, storing, and communicating with LegalZoom and LegalZoom Clients; properly distributing all Packages; and providing support to LegalZoom Clients and LegalZoom related to RA Services; in each and every case, subject to the Performance Standards set forth in Section 11 below. The RA Services will be provided by Service Provider in the manner described throughout this Agreement, and at all times during the Term, in a manner that is consistent with industry best practices, and in accordance with the terms, conditions and standards of performance set forth in the Agreement and these Online Terms.
2. Maintenance of Offices. Service Provider shall maintain an office space satisfactory to LegalZoom within each Jurisdiction during the Term of this Agreement (the “Offices”) which shall be open to the public every business day (excluding nationally recognized holidays) from, at minimum, 9:00 a.m. to 6:00 p.m. (local time). At all times during the Term, Service Provider will maintain sufficient staff to be present in the Offices, during the applicable local business hours described above, to perform all RA Services in a high quality professional manner, in accordance with all applicable laws, rules, and regulations, and in compliance with the terms and conditions of this Agreement, which shall include but not be limited to, receiving and distributing packages, answering the Phone Line, receiving and distributing messages from the Fax Line, and properly communicating with LegalZoom and LegalZoom Clients. Service Provider will be solely responsible for any and all costs, fees, fines, penalties, disbursements, and expenses associated with the operation and maintenance of its business and Offices in order for Service Provider to consistently provide the RA Services to LegalZoom in the manner described herein.
3. Relocation of Offices. At least ninety (90) calendar days prior to moving any of its Offices within any Jurisdiction, Service Provider shall provide written notice to LegalZoom, including, at minimum, the address of the new Office and the exact date of the relocation. In the event Service Provider fails to provide the required timely notice, Service Provider agrees to be wholly and solely responsible for (i) all costs, expenses, and fees of any nature incurred by LegalZoom associated with the moving and relocation of Service Provider’s Offices, (ii) all fees and expenses charged by the applicable government agency, including the Secretary of State, for updating, amending, recording and filing the address of the registered agent for each Customer Client in the Jurisdiction associated with such Office move, and (iii) all penalties and fees incurred by LegalZoom as a direct result of the lack of notice, including, all labor costs, professional fees, if any, and expenses incurred by LegalZoom as a result of any such relocation (collectively, the “Office Relocation Expenses). Service Provider’s obligations (financial or otherwise) with respect to its Offices and the relocation of any of its Offices shall be the sole responsibility of Service Provider and shall in no way change, modify, increase or otherwise adversely affect the Monthly Fee to be paid by LegalZoom pursuant to Section 4(B) of this Agreement. In the event Service Provider is responsible for the Office Relocation Expenses as described in this Section 3 of these Online Terms, Service Provider agrees to pay or reimburse LegalZoom for any such Office Relocation Expenses incurred and/or advanced by LegalZoom in any of the following manners, as determined by LegalZoom in its discretion: (x) Service Provider will advance and pay for any such Office Relocation Expenses as and when needed; (y) Service Provider will reimburse and pay LegalZoom for any such Office Relocation Expenses incurred and paid by LegalZoom, immediately upon LegalZoom’s request, or (z) Service Provider will reimburse LegalZoom for any Office Relocation Expenses paid by LegalZoom by permitting LegalZoom to deduct and withhold such Office Relocation Expenses from future Monthly Payments to be paid to Service Provider.
4. Service of Process. Service Provider shall receive service of process deliveries or letters from law firms on behalf of LegalZoom Clients from individuals who properly deliver SOP Deliveries to a Service Provider’s Office (“Process Server”) or via mail, including registered, certified, or overnight mail (collectively, “SOP Deliveries”).
A. Each SOP Delivery of a LegalZoom Client must be date and time stamped by Service Provider immediately on the date of delivery.
B. In each event a Process Server delivers SOP Deliveries to Service Provider’s Office, the Service Provider shall:
i. Record the Process Server’s company and individual name;
ii. Have the Process Servicer sign a form (which shall be provided by LegalZoom) identifying the Process Server. In the event the individual refuses to sign the form, Service Provider shall note such refusal on the form and describe the circumstances of the delivery and such refusal;
iii. Have the Process Server perform any and all actions required by applicable law by a Process Server delivering a SOP Delivery including, but not limited to, completing and signing the applicable “Acceptance of Service” form as required by applicable law;
C. Service Provider must send prompt Notification to LegalZoom of the SOP Delivery received in any of its Offices via email (to email@example.com) which shall include each of the following (“SOP Notice”):
i. Name of the LegalZoom Client;
ii. Name of the Process Server;
iii. Date and approximate time received by Service Provider; and
iv. Overnight courier’s tracking number of the shipment of the SOP Deliveries to LegalZoom.
Such SOP Notice shall be delivered to LegalZoom, no later than two (2) business hours after receipt or the end of the same business day, whichever occurs sooner.
D. Send the SOP Deliveries to LegalZoom via UPS overnight delivery (or equivalent courier service). Although multiple SOP Deliveries may be bundled in the same courier package, each SOP Delivery must be clearly separated, organized and individually marked with the information described in Section 4(C) above, if applicable. Service Provider shall ship all SOP Deliveries using the UPS account number which shall be provided by the Authorized LegalZoom Agent and such UPS account number shall be considered Confidential Information and subject to Section 9 of the Agreement. Use of the UPS account number by Service Provider shall be limited to those SOP Deliveries related to LegalZoom Clients.
5. Mail Delivery. Service Provider shall receive mail parcels on behalf of LegalZoom Clients. In each event Service Provider receives an mail parcel on behalf of a LegalZoom Client, Service Provider will:
A. Ensure the intended recipient is a LegalZoom Client by verifying that USCA or LegalZoom is the registered agent of the intended recipient.
B. Send such mail to LegalZoom in the same calendar week in which it was received by Service Provider (“Mail Delivery”). Service Provider represents and warrants that it will (1) verify that the postmark date on all mail parcels in a Mail Delivery is no later than five (5) days from the current date of receipt by Service Provider; and (2) Service Provider will guarantee that all Mail Deliveries will be sent to LegalZoom no later than five (5) days after the postmark date.
C. Service Provider shall ship all Mail Deliveries using the UPS account number which shall be provided by the Authorized LegalZoom Agent and such UPS account number shall be considered Confidential Information and subject to Section 9 of the Agreement. Use of the UPS account number by Service Provider shall be limited to those Mail Deliveries related to LegalZoom Clients.
6. Telephones. Service Provider shall receive and maintain the ability to receive telephone calls on behalf of LegalZoom Clients at all times during the Term on the Phone Line (as described below).
A. Service Provider shall maintain a telephone line, local or toll-free, in the Service Provider’s Office (“Phone Line”) which shall be operational at all times during the Term, and fully dedicated to LegalZoom Clients at all times. Service Provider shall be solely responsible for the costs and expenses associated with the establishment, installation, and maintenance of all technology and communication at the Service Provider Offices including, but not limited to, the Phone Line.
B. During normal business hours, Service Provider shall answer the Phone Line and identify itself as a representative of USCA. Each such message received during normal business hours for either LegalZoom or LegalZoom Clients (“Message”) shall be accurately transcribed or summarized and delivered via email to firstname.lastname@example.org within one (1) hour of receipt of the Message by Service Provider which shall include each of the following (“Oral Message Notice”): the name of the LegalZoom Client, the name of the party leaving the message, the time the message was left, an accurate transcription of the message, a telephone number where the LegalZoom Client may contact the party leaving the message (if included in the transcription), and any other notes or observations regarding the message that may be material. For Messages left on a voice mail message system after normal business hours, Service Provider shall deliver the Oral Message Notice within one (1) hour of opening for normal business hours the next immediate business day in which case the Service Provider may substitute “the accurate transcription of the message” required above with an audio attachment that contains the message. Oral Message Notices shall be delivered via email to email@example.com within one (1) hour of receipt or the end of the same business day, whichever occurs sooner.
7. Fax. Service Provider shall receive and maintain the ability to receive facsimiles on behalf of LegalZoom Clients at all times during the Term on the Fax Line.
A. Service Provider shall maintain a facsimile line in the Service Provider's Office ("Fax Line") which shall be (i) operational at all times during the Term, and (ii) dedicated to LegalZoom Clients. Service Provider shall be solely responsible for the costs and expenses associated with the establishment, installation, and maintenance of all technology and communication equipment and services at the Service Provider Offices including, but not limited to, the Fax Line.
B. All faxes received on behalf of a LegalZoom Client shall be scanned and delivered via email to firstname.lastname@example.org with confirmation of successful delivery (“Fax Confirmation”) within one (1) hour of receipt of the fax by Service Provider.
8. Marketing. At Service Provider’s expense, USCA’s name shall appear on the building directory of each Service Provider’s Office building. Any signage at the site of the Service Provider’s building or other advertising that contains Service Provider’s name, including the Service Provider’s web site shall also include the name of USCA as reasonably required by the LegalZoom. Any additional advertising or signage shall include LegalZoom’s name as the parties mutually agree in writing.
9. Service Provider Business.
A. All questions, comments, or concerns regarding LegalZoom Clients, LegalZoom, and LegalZoom Affiliates received by Service Provider shall be directed to LegalZoom.
B. Except as set forth in the Agreement, Service Provider bears full responsibility, risk and liability for all aspects of the conduct and operations of its business including, but not limited to, RA Services for LegalZoom Clients, RA Services for Service Provider’s other customers, and any other products or services offered or provided by Service Provider.
C. Service Provider is responsible for and must pay all expenses which are related to or incidental to its business activities and obligations under this Agreement, including, but not limited to, employees’ and subcontractors’ compensation; costs of delivering materials to LegalZoom or any other party; expenses for establishing and maintaining the Phone Line and Fax Line requirements described herein; and overhead costs or other normal expenses associated with maintaining each Service Provider Office in the ordinary course of business. LegalZoom shall not pay or reimburse any costs or expenses unless such costs or expenses are documented, verifiable, out-of pocket costs with no mark-up and pre-approved in writing by the Authorized LegalZoom Representative.
D. Except as described in the Agreement and these Online Terms, Service Provider shall not represent itself as LegalZoom, LegalZoom’s agent, LegalZoom’s parent, or LegalZoom’s parent’s agent.
E. Time is of the essence with respect to Service Provider’s obligations and responsibilities in this these Online Terms.
F. Service Provider acknowledges and agrees to be wholly responsible for the activities and actions (or failure to act) of its employees, agents, subcontractors, attorneys, and consultants.
G. Service Provider agrees to be wholly responsible for managing and supervising its employees, agents, consultants and subcontractors.
H. Service Provider agrees to permit LegalZoom and arrange access for LegalZoom to inspect to any of Services Provider’s Offices and locations.
I. Service Provider is required to and responsible for maintaining records evidencing Service Provider’s performance of its RA Services and Service Provider agrees to provide LegalZoom with a copy of such records upon the LegalZoom’s written (email is sufficient) request.
10. Contingency Plan. Service Provider shall be responsible for developing and implementing a contingency plan in the event Service Provider’s operations are disrupted for any reason and Service Provider is unable to fulfill its obligations or responsibilities under this Agreement (the “Contingency Plan”). Should Service Provider experience a disruption in its normal operations which require Service Provider to implement the Contingency Plan, Service Provider shall notify LegalZoom within twenty-four (24) hours of implementing the Contingency Plan and Service Provider will provide LegalZoom with the Service Provider’s new address, telephone number, and/or fax number, if applicable.
11. Performance Standards. LegalZoom and Service Provider agree that the RA Services to be provided by Service Provider hereunder will be performed in strict conformity with the industry best practices at the highest level of performance. In addition to the foregoing, Service Provider further agrees to provide its RA Services hereunder in a manner that comports with the following minimum performance standards (collectively herein referred to as the “Performance Standards”) set forth in this Section 11. Specifically, Service Provider agrees to:
A. at all times, comply with all applicable federal, state and local laws, ordinances, codes, and regulations in the performance of its RA Services;
B. ensure and hereby warrant that all work and tasks included in or associated with its RA Services will be performed by qualified personnel using their best professional knowledge, skill and judgment consistent with good professional practice currently recognized in Service Provider’s industry;
C. perform the RA Services pursuant to and in conformance with all instructions and specifications provided by LegalZoom from time to time;
D. ensure and be responsible for the professional quality, technical accuracy, completeness and timeliness of the RA Services performed by Service Provider;
E. provide the RA Services in strict compliance with all terms, conditions, requirements, procedures, standards, and timeframes set forth in these Online Terms;
F. maintain and conduct its business and operations in a manner consistent with this Agreement and refrain from taking any action or causing any circumstance that would render Service Provider’s representations and warranties to be no longer valid and accurate in all respects;
G. promptly notify LegalZoom immediately upon Service Provider becoming aware of any fact or circumstance that renders or would render Service Provider’s representations and warranties no longer valid, accurate and truthful in all respects; and
H. operate at all times in good faith and in a manner consistent with all applicable ethical obligations.
12. Violation of Performance Standards and Corresponding Penalties. Service Provider and LegalZoom hereby agree that the failure of Service Provider and/or all of Service Provider’s employees, agents, consultants, and subcontractors to strictly comply with and abide by the Performance Standards in this Agreement will be grounds for the imposition of one or more penalties.
A. In the event of each breach or failure to perform (each a “Violation”) by Service Provider of any term, requirement, standard, and/or procedure contained in Section 4 of these Online Terms in any calendar month during the Term, as determined by the LegalZoom, LegalZoom may impose a penalty against Service Provider in amount equal to One Thousand Dollars ($1,000).
B. In the event of each Violation by Service Provider of any term, requirement, standard, and/or procedure contained in Section 5 of these Online Terms in any calendar month during the Term, as determined by the LegalZoom, will be grounds for the imposition of a penalty against Service Provider in amount equal to One Hundred Fifty Dollars ($150.00).
C. In addition to the penalties set forth above, in the event of more than one (1) Violation in any Jurisdiction in any calendar month during the Term by Service Provider of any term, requirement, standard, and/or procedure contained in these Online Terms, as determined by the LegalZoom, will be grounds for the imposition of a penalty against Service Provider in amount equal to Five Percent (5%) of the then current Monthly Fee per Jurisdiction in which the Violation occurs.
[End of Online Terms.]