Supplemental Terms of Service for Registered Agent Service
Welcome to the Terms of Service for LegalZoom.com, Inc. (“LegalZoom”) registered agent, resident agent, agent for service of process, and statutory agent services (whichever is applicable to your state of service, collectively referred to as the “Registered Agent Services” or "RA Services"). RA Services may be sold as a standalone product or bundled with other LegalZoom packages. These terms were formerly referred to as the “Supplemental Terms of Service for Corporate Center” and may be referenced by that name on the www.legalzoom.com website.
In addition to the other LegalZoom terms, these supplemental terms of service (the “RA Terms of Service”, “RA Terms”, or “Supplemental RA Terms”) constitute a legal agreement between you and LegalZoom detailing your use of the LegalZoom Registered Agent Services. This Agreement, and its terms, conditions, limitations, and requirements, is effective as of the date you accept its terms by purchasing the RA Services, accepting a promotional trial thereof, or purchasing a package that includes RA Services (the “Effective Date”). Please read these Supplemental RA Terms carefully.
1. Description of Registered Agent Services. You are purchasing RA Services for a specific company. LegalZoom agrees to serve as the Registered Agent for the company specified in your order during the period of time (“RA Service Term”) purchased.
a. Service Provider.
You acknowledge and agree that LegalZoom does or may work with third-party providers and sub-providers (each, a “LegalZoom 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.
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, and any items covered by the respective statute, rule, or regulation governing the state in which you have selected for RA Services (collectively, "Legal Mail"), on your behalf. You further authorize your Registered Agent to scan and upload the Legal Mail received on your behalf into your account.
c. Not a Mailing Address.
Except as otherwise specified in this Agreement, your 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 independent of such statute, rule, regulation, or contract. 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 assumes 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 requirements for "Service of Process" and such address may be used only 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, 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 in or on business cards, brochures, websites, or emails.
e. Misdirected Mail.
You acknowledge that your Registered Agent delivers Legal Mail to users; it does not warrant that Legal Mail will never be misdelivered. You acknowledge that in such cases neither LegalZoom nor your Registered Agent is liable to the intended recipient. Your Registered Agent will make its best efforts to notify both the intended recipient and the unintended recipient promptly on discovery of the 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 your Registered Agent pursuant to this Agreement, you will bear any costs of return shipping and re-induction of the Legal Mail. At the request of LegalZoom or your Registered Agent, you must sign for or otherwise acknowledge your acceptance of all Legal Mail sent to you by your Registered Agent.
g. Customer Responsibility to Provide Accurate and Updated Information.
It is your responsibility to contact LegalZoom with changes to your contact information and business status (such as dissolved or inactive) within 30 days of the change. Failure to do so may result in the termination of your services. You acknowledge that neither LegalZoom nor your Registered Agent is liable to you for damages resulting from your failure to update or provide accurate information to LegalZoom.
2. General Practices Regarding Use and Storage. You acknowledge that LegalZoom may establish general practices and limits concerning use of the Registered Agent Services. You agree that LegalZoom has no responsibility or liability for the deletion or failure to store any Legal Mail, messages, communications, or other content received or transmitted. LegalZoom may subcontract any RA Services or any work, obligations, or other performance required under RA Services without your consent. Unless explicitly stated otherwise, any new features that augment or enhance the current RA Service are subject to these RA Terms of Service.
3. Updates to Terms. You acknowledge that LegalZoom 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 in our Legal Center located at www.legalzoom.com/legal/legal-center, and that your use of the RA Services after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) 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. These RA Terms of Service will govern any disputes arising before the date of the Updated Terms. If you do not agree with an update, you may terminate your RA Services. To do so, see the Resignation Due to Termination paragraph below.
4. Your Information. You, not LegalZoom, have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of your information, and LegalZoom is 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.
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.
5. 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 Supplemental 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 ordered, you will be personally responsible for the obligations in these Supplemental 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 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.
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 receive registered agent mail, until you cancel your RA service or it is otherwise terminated and your obligations under Paragraph 7c(ii) are fulfilled.
LegalZoom 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 sixty (60) days before the beginning of the RA Service Term. If you do not cancel your RA Service and fulfill your obligations under Paragraph 7c(ii), you will be deemed to have accepted the new fee 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 refund for the then-current term.
You must provide valid credit card information at the time of purchase to allow payment for the initial RA Service Term (the “Initial Term”). Payment for the Initial Term is due as directed in your purchase, typically at the time of purchase or at the time of entity formation if you have purchased the RA Service with a LegalZoom business formation service.
1. Non-automatically Renewing Service
If you have not opted for automatic renewal of your RA Service, renewal will be invoiced approximately two months before the start date of such renewal terms, with date due set no later than the first day of the renewal term (“Billing Date”). If a charge made to your account is declined, LegalZoom may make up to five attempts to bill that card over a thirty-day period.
2. Automatically Renewing Service
For automatically renewing RA Services, your RA Service will renew automatically at the end of the Initial Term and at the end of each successive renewal term (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. If you do not notify us, your credit card will automatically be charged for the renewal term of your RA 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 LegalZoom otherwise notifies you in advance under this Agreement, the renewal charge will be equal to the original purchase price paid for the RA Service. If a charge made to your account is declined, LegalZoom may make up to five attempts to bill that card over a thirty-day period.
c. Notice of Automatic Renewal.
We may send a reminder email to your account’s email address of record approximately one week before your Billing Date. This notice is provided only as a courtesy. LegalZoom is not obligated to provide this notice. You acknowledge that (i) your failure to read, (ii) your inability to receive, or (iii) LegalZoom’s failure to send the email creates no liability for LegalZoom or any third-party service.
d. Cancellation of Automatic Renewal.
Cancellation of your automatic renewal terminates your RA Service. To cancel the automatic renewal of your RA Service, you must notify LegalZoom of your intent to cancel by calling our Customer Care Center at (800) 773-0888. LegalZoom agrees that when it receives notice of this cancellation, no further charges will be billed to your credit card automatically subject to Your Obligations on Termination or Cancellation, Section 7, below.
7. Termination or Cancellation.
a. By LegalZoom.
LegalZoom 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 LegalZoom or your Registered Agent, 2) the inability to locate you after reasonable and diligent efforts are made, 3) your failure to pay, 4) suspected illegal activity, or 5) any other lawful reason.
As your sole remedy, LegalZoom will refund you any prepaid fees specifically related to the current RA Service Term.
b. By Customer.
You may cancel your RA Service by calling our Customer Care Center at (888) 310-0151. After you have cancelled, your RA Service will remain active until you have fulfilled your obligations pursuant to Paragraph 7c(ii) below.
c. Your Obligations on Termination or Cancellation.
After termination by LegalZoom or termination or cancellation by Customer and 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 LegalZoom that you have properly changed registered agents by the next Billing Date, either by phone or email, and provide LegalZoom with satisfactory written proof that the LegalZoom 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 LegalZoom that you have properly discontinued business operations by the next Billing Date, either by phone or email, and provide LegalZoom with proof of your dissolution, cancellation, withdrawal, or termination of your entity. If you fail to provide LegalZoom with satisfactory written proof of your resignation of the LegalZoom Registered Agent as your registered agent or of your discontinuation of business operations, you will continue to incur charges for LegalZoom Registered Agent Services until such proof is provided.
iii. After termination, 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 your 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 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 your new registered agent 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 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 LegalZoom has no obligation to retain the Customer Data and may delete such Customer Data a minimum of 30 days after termination.
8. Indemnification. 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:
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. LegalZoom or its agents being named as defendant in an action based on your alleged or actual conduct.
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.
9. Limitation of Liability.
YOU AGREE AND ACKNOWLEDGE THAT NEITHER LEGALZOOM 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 LEGALZOOM 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 LEGALZOOM NOR YOUR REGISTERED AGENT HAS ANY RESPONSIBILITY OR OBLIGATION TO INSURE ANY LEGAL MAIL OR SHIPMENTS SENT TO YOU.
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 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 LEGALZOOM 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.