REGISTERED AGENT SERVICES AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY. BY SIGNING AN ORDER FORM REFERENCING THIS REGISTERED AGENT SERVICES AGREEMENT, CLICKING ON THE “I AGREE” BUTTON, OR USING SERVICES DESCRIBED HEREIN, YOU ARE ACCEPTING AND AGREEING TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS IN THIS REGISTERED SERVICES AGREEMENT
THIS REGISTERED AGENT SERVICES AGREEMENT (this “Agreement”) effective as of the date of electronic signature by Customer (the “Effective Date”), is hereby made by and between EZCOMPLIANCE, LLC, a Florida limited liability company (“EZC”, “Registered Agent”, “Us,” “We”, “Our” as the context may require), and the subscriber identified on this Agreement (“Customer”, “You”, Your, Yours, as the context may require), each a “Party” and collectively the “Parties”.
EZC, offers registered agent services (“Registered Agent Services”) for local and foreign corporations, limited liability companies, or any other business entity or enterprise organized or transacting business in the State of Florida.
Customer is a business entity or enterprise incorporated/organized or transacting business in the State of Florida, that wishes to engage EZC to provide Registered Agent Services.
BY COMPLETING YOUR ONLINE ACCOUNT INFORMATION AND CLICKING THE “I AGREE” BUTTON, OR BY REQUESTING, USING OR BENEFITING FROM THE REGISTERED AGENT SERVICES FROM US YOU ARE AGREEING TO BE BOUND BY THIS PRIVATE AGREEMENT. PLEASE NOTE, THAT CONTINUED USE OF OUR REGISTERED AGENT SERVICES WILL ALSO BE DEEMED AS THE CUSTOMER’S ACCEPTANCE OF ITS TERMS AND CONDITIONS.
NOW, THEREFORE, in consideration of the premises set out above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
TERMS AND CONDITIONS
- Services. During the Term of this Agreement as defined in Section 4 herein, Our Registered Agent Services are limited to the reception of Official Legal Documents on Your behalf for immediate forwarding to You, and do not include the receipt of any general or regular mail or other items. For purposes of this Agreement “Official Legal Documents” shall mean service of process, subpoenas, court summons, and notices of litigation; any legal, and corporate compliance documents received on the mail, such as documents from government entities; corporate documents filed, information sent by the Secretary of State; and other official state/federal correspondence directed to You.
- Appointment and Consent to Serve as Registered Agent.
- As of the Effective Date of this Agreement Customer appoints and designates EZC as Customer’s Registered Agent, upon whom process may be served in any suit or proceeding in the State of Florida, and also authorizes EZC to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation in full force and effect during the Term of this Agreement.
- Upon signature of this Agreement and payment of Our Registered Agent Services fee, You will receive a confirmation email by Us as proof of Our consent to serve in the capacity as Your Registered Agent in the State.
- If We are ever designated as the Registered Agent for Your business entity without Our consent, We are not required to perform the duties of a registered agent; nonetheless, such designation will be deemed as Your acceptance and full acknowledgement of the terms and conditions of this Registered Agent Services Agreement. Notwithstanding the foregoing, We may further file a rejection of the appointment with the Secretary of State.
- You are hereby notified that failure to appoint or maintain a registered agent and registered office in the State may result in penalties and/or the involuntary termination of a domestic filing entity or the revocation of a foreign filing entity’s registration to transact business in the State.
- Consent to receive Service of Process and Official Legal Documents. By accepting this Agreement, You authorize Us to (i) file Our business name “EZCOMPLIANCE, LLC” and the specifics of Our Registered Agent physical address in connection with Your business entity with the Secretary of State; (ii) receive service of process and receive Official Legal Documents on Your behalf; and (iii) open, scan and forward to You by electronic mail any and all of the Official Legal Documents so received. If a bounced back email is received, the original documents will remain in Our custody only for 30 days only. After such term the original documents will be destroyed. You also acknowledge that We do not have a legal duty to obtain a signature upon delivery of service of process.
- Term. The term (the “Term”) of this Agreement shall be continuous from the Effective Date until terminated in writing, unless otherwise specified in section 12 herein.
- Our Registered Agent Services fees are set forth at the beginning of the services. The basic subscription fee will be billed by Us on a yearly basis.
- Unless You choose to opt out of the autopay system, payments will be done automatically through Our autopay system. Customers who opt-out, will be invoiced in advanced for payment, any costs and/or associated fees for misuse of Our Registered Agent Services.
- If the Annual Fee it is not paid by You within 30 days after the renewal date, You authorize Us to resign as your Registered Agent according to the terms and conditions stated in this Agreement.
- Specifics Regarding Autopay:
- All auto-payments will be charged to the credit or debit card on file for Your business entity.
- All account holders using the autopay system must provide Us with valid and current credit card information.
- You hereby authorize Us to automatically debit Your bank account or credit card for fees which are due and payable.
- All auto-payment services must be canceled at least 30 days before the next charge date to avoid paying for the next period of service.
- Auto-pay charges that fail to process successfully on the 1st day of the corresponding period, will be automatically attempted multiple times. After the second attempt, Our Registered Agent fee will be rendered as an unpaid invoice in Your account and subject to a of $25.00 late fee.
- Failure to successfully process the auto-payment by the 15th of the month will result in default status on Your account and the cancellation of all applicable services and features.
- Delivery Method. By Your signing this Agreement You consent to electronic delivery of Your Official Legal Documents and represent that all of the information provided by You at the moment the service was hired is correct and up to date. We are not responsible for any errors, typos, or misspelling of the email address as provided by You. If You need specific original documents, be mailed to You, please contact Us directly. For a fee, We may be able to accommodate a special service for You.
- Misuse of the Registered Address.
- You shall not use the Registered Agent address We provide for any purpose other than as Your legal Registered Agent’s address on Your corporate filing with the Secretary of State and other official and governmental bodies. Providing the Registered Agent address to non-governmental third parties, using the address for businesses not listed with Us, or misrepresenting the Registered Agent address as Your corporate mailing address is expressly prohibited, and will result in additional fees and/or Termination of this Agreement.
- You may not use Our Registered Agent Services to receive or facilitate any advertising, marketing, newsprint, magazines, promotional materials, brochures, catalogs, coupons, flyers, “junk mail”, or commercial mail (“Junk Mail”). You explicitly authorize EZC to discard any mail addressed to Your business that would commonly be classified as Junk Mail.
- Electronic Signatures and Records. Customer agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement, or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
- Representations and Warranties. Each Party represents and warrants to the other Party that:
- It is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;
- It has the full right, power, and authority to enter into this Agreement, to grant any rights and licenses granted hereunder, and to perform its obligations hereunder;
- The execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and
- When executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
- We may terminate this Agreement at any time, by giving 30 days written notice to Customer and submission of a statement of resignation with the Secretary of State. In the event that this Agreement is early terminated Customer remains liable for the full period fee during which the Registered Agent Services are being terminated, any past due balances, as well as any costs or expenses incurred by EZC that have not been billed as of the date of termination.
- Subject to payment of any outstanding fees under this Agreement, You may terminate Your Registered Agent Services provided You have removed Our Registered Agent information from Your State official corporate records. To terminate Your Registered Services, email Us at firstname.lastname@example.org specifying Your business name and Your termination request. If Our Registered Agent information is still in use, You will receive an email stating that Your attempt to close Your account failed due to active use. Once an account is closed it can only be reopened or activated by paying for a new period of service pursuant to Section 5 of this Agreement.
- You acknowledge and agree that there are no refunds of prepaid service periods that will not be used due to early closing of Your account.
- Release and Waiver of Claims. In exchange for the consideration provided to Customer by this Agreement and that Customer is not otherwise entitled to receive, Customer hereby generally and completely releases EZC, and its directors, officers, employees, and affiliates, from any and all claims, demands, liabilities, and obligations to forward or re-mail Customer any Official Legal Documents which are received after the Registered Agent Services have been terminated.
- Handling of Legal Documents after Termination. Customer specifically acknowledges and agrees that EZC has no obligation to forward or re-mail any Official Legal Documents to Customer after Termination of this Agreement. Nevertheless, We will receive service of process on behalf of Your business for a period of 30 days after Termination of Our Registered Agent Services. Once this 30-day transition period ends, We cannot legally accept service of process on behalf of Your business. If documents are thereafter served to EZC 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 acknowledge that Our Registered Agent Services fees are fully earned on the date on which they are payable, and therefore are non-refundable (exclusive of double payments and other manifest errors), unless otherwise agreed to in writing between You and Us and/or is specific to the type of service We are providing or is required by law. We reserve the right to issue refunds or credits at Our sole discretion unless otherwise required by law.
- We do not offer full or prorated refunds for canceled Registered Agent Services. The Registered Agent Services are purchased and renewed on a yearly basis and services must be terminated (account closed with Our Registered Agent information no longer in use), prior to the renewal date to avoid additional charges. If We issue a refund or credit, We are under no obligation to issue the same or similar refund in the future.
- Electronic Communications. Although We are committed to remaining at the cutting edge of modern computer and communications technology so as to provide Our customers with optimum competitive advantage and technological efficiencies, We take commercially reasonable steps and educate Our employees with respect to their obligations to protect Customer’s personal information from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. Please understand, that although We take precautions against possible breaches of Our security systems, no one can fully eliminate the risks of unauthorized access to any information and no website is completely secure. We cannot guarantee that unauthorized access, hacking, data loss or breaches of Our security systems will never occur. Accordingly, EZC shall not be liable to Customer, and Customer hereby assumes all risk and waives all claims against Us, irrespective of any damages suffered by Customer, whatsoever, in connection with Customer’s use of the internet, email (whether based upon contract, tort, negligence, warranty, product liability, strict liability, and/or otherwise and whether or not We have been notified of the possibility of such damage) resulting from, or arising out of Our Registered Agent Services.
- Indemnification. Customer agrees to protect, defend, indemnify and hold harmless EZC, its affiliates, shareholders, successors, assigns, representatives, officers, directors, agents and employees, from and against any and all claims, liabilities, judgments, penalties, losses, costs, damages and expenses (including attorneys’ fees and all related costs at all trial and appellate levels, if any, whether or not litigation is instituted) suffered or incurred by EZC, including, without limitation (a) the failure of the USPS or any commercial courier service to deliver, or to deliver on time any Official Legal Documents (b) damage to or loss of any package, mail; and (c) any violation by Customer of applicable federal, state or local laws. Customer further agrees 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 Services has been terminated.
- Exclusion of Warranties. You hereby acknowledge that We have made no guarantees as to the outcome or result in connection with the services for which You have retained Us. You hereby acknowledge that We have made no representation or warranty, express or implied, with respect to: (i) the suitability of its services for the purposes or uses of Customer, or (ii) the merchantability or fitness for a particular purpose.
- Force Majeure. Except for the payment and/or reimbursement of money, neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, if such failure or delay is on account of causes beyond its control, including mail service interruptions, labor disputes, civil commotion, lock-outs, war, strikes, riots, fires, floods, inclement weather, earthquakes, hurricanes, or other acts of nature; governmental regulations or controls, lockdowns, pandemic, casualty, government authority, strikes, or acts of God, in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within three (3) business days of its occurrence.
- DAMAGED MAIL. IN NO EVENT SHALL EZC (INCLUDING, EZC’S AFFILIATES, SUCCESSORS, ASSIGNS, SHAREHOLDERS, OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS AND EMPLOYEES) BE LIABLE FOR ANY DAMAGE CAUSED TO THE OFFICIAL LEGAL DOCUMENTS AND/OR PARCELS IN TRANSIT OR ANY DAMAGE, FORESEEN OR UNFORESEEN, SUFFERED BY CUSTOMER.
- LIMITATION OF LIABILITY. EZC’S SOLE LIABILITY TO CUSTOMER HEREUNDER SHALL BE FOR CLAIMS ARISING OUT OF ERRORS OR OMISSIONS IN THE REGISTERED AGENT SERVICES CAUSED SOLELY BY EZC. IN NO EVENT SHALL EZC BE LIABLE TO CUSTOMER UNDER THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN, EXCEPT TO THE EXTENT FINALLY DETERMINED TO HAVE RESULTED FROM THE WILLFUL MISCONDUCT OR FRAUDULENT BEHAVIOR OF EZC RELATING TO SUCH SERVICES.
- Limitation on Time to Initiate a Dispute. You agree that any claim, action or proceeding by You relating to any dispute shall commence within one (1) year after the alleged cause of action accrues.
- Governing Law. This Agreement shall be governed by the laws of the State of Florida without regard to the conflicts of law provisions thereof. All disputes with respect to this Agreement shall be brought and heard exclusively in the federal or state courts located in Broward County, Florida. The Parties consent to the in personam jurisdiction and venue of such courts. The Parties agree that service of process upon them in any such action may be made in accordance with the notice provisions below. By signing this letter, Customer agrees to solve any controversies regarding this Agreement by way of a bench trial and Customer IRREVOCABLY WAIVES ANY AND ALL RIGHT CLIENT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS.
- Attorney’s Fees. Should any dispute or claim arise out or relates to Our fees, performance or the Services hereunder, the prevailing Party will be entitled to recover from the losing Party all costs and expenses it incurs in bringing, prosecuting and defending any litigation, including reasonable attorney ́s fees and costs.
- Incorporation By Reference. All terms, provisions and agreements set forth in the GBS Master Services Agreement with regards to the online services and use of this website (https://gbsgroup.net/master-service-agreement/) are hereby incorporated by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in any Article of the Standard Engagement Agreement are inconsistent with the terms of this Schedule to the Standard Engagement Agreement, the terms set forth herein shall apply.
- Entire Agreement. This Agreement constitutes the entire agreement between You and EZC with respect to Our Registered Agent Services, and replaces any other prior or contemporaneous agreements, or terms and conditions that may be applicable. This Agreement creates no third-party beneficiary rights.
- Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be deemed to be restated to reflect the Parties’ original intentions as nearly as possible in accordance with applicable Law.
- Notices. Any notice required to be given under this Agreement may be given by personal delivery or by email, to the following email addresses: email@example.com. If to the Customer: to Customer’s last listed email address on the records of EZC.
- Amendments. EZC may amend this Agreement by providing an electronic notice of the amendment and its effective date to Customer at least 30 days before the proposed effective date of such amendment. The amendment will automatically become effective without Customer’s written agreement unless Customer notifies the Company that Customer is terminating this Agreement before the effective date of the amendment. Notice can be made by either in paper format to the Customer or electronic means.
- No Waiver. Failure of EZC to enforce any section of this Agreement shall not be construed as a waiver or modification of such section, or impairment of its right to enforce such section thereafter.
- Certification. You certify that You are an authorized representative of Customer with full power to execute and deliver this Agreement on Customer’s behalf, and that You are at least 18 years of age.
You understand and agree that clicking or pressing on the “I Agree” button below is the electronic equivalent of a written signature on this document.