Additionally, these Terms supersede and replace any other prior or existing agreements, or terms and conditions that may be applicable. These Terms create no third party beneficiary rights to unnamed third-parties.
Our Agreement is with YOU
These Terms apply to you (the individual), any entities for which you hire us to provide Service(s), and any third-parties which you may authorize to act on your behalf. To be clear, you are personally responsible for the obligations, duties, and expectations included in our Terms. Additionally, it is your responsibility to notify any third-parties which you may authorize to act on your behalf of the obligations, duties, and expectations expressed in our Terms.
Registered Agent Service and Business Filings
Receiving Service of Process & Other Legal Documents. As your registered agent, we need to accept a variety of legal documents on your behalf and upload them into the online account we provide you. You authorize us to receive up to 15 service of process, important communications, and legal documents of any kind (“Legal Documents”) per year on your behalf. We reserve the right, and you agree, that a fee may be applied to your account for Legal Documents received above the current 15 per year limit. You also acknowledge and agree that this fee may be subject to change as a result of our sole discretion and determination. You also agree that we can open, scan, upload and transmit the Legal Documents into your account in connection with providing Services to you. Unless otherwise stated in these Terms or as part of your services, registered agent services are limited to the receipt of service of process as well as the receipt and forwarding of Legal Documents. Accordingly, we do not assume liability to you, or any third party, for loss of mail or other items which are not Legal Documents.
Regular Documents. Not all documents are created equally. The documents that we receive at our addresses on your company’s behalf which are not communications from the Secretary of State related to your company’s registration nor documents related to legal service of process are considered by us to be “Regular Documents.” Depending on which Services you have purchased from us, there may be a limit on how many Regular Documents will be accepted by our office on your company’s behalf without incurring additional fees.
Additionally, you may be charged for any physical document forwarding requests that exceed your purchased limits. You agree to pay the fees that we post to your account related to any Regular Documents which we receive on your company’s behalf in excess of your purchased service limit. This includes any fees posted in relation to requests to forward physical documents.
While we strive to process your Regular Documents as quickly as possible, you agree that we are not liable for any missed deadlines, time limits or other time sensitive Regular Documents we may receive, regardless if such Regular Documents are within your purchased service limit or not.
Receipt of Packages. While we are thrilled to serve as your registered agent and receive service of process and legal documents on your behalf, we should not be receiving packages or regular mail on your behalf. Packages arriving at our office will be refused upon delivery or returned to their location of origin if immediate refusal is not possible. In the event that neither refusal nor return of the package is an option, you will be informed that we have it in our possession. By using our Services you agree that, if we receive packages on your behalf, we are not acting as a bailee or warehouse and owe no duty of care in the holding and/or shipping of packages. If you would like the package delivered to the address associated with your account, you will be responsible for all shipping associated with the shipment of the package. You will also be responsible for the insuring of the package. We will only hold packages for 14 days from the date of receipt and notification before properly disposing of them.
You are not obligated to use this document storage feature. However, if you choose to use this feature, you agree not to upload or store anything to which you do not possess the necessary rights or anything that is illegal, dangerous, destructive, or illicit material. We may review your conduct and content for compliance with these Terms. If we, in our sole discretion, determine that you are in violation of these Terms while providing you with service, then we may terminate any and all services connected to your account. It is your responsibility to ensure compliance with these Terms.
Intellectual Property License. If you choose to use this document storage feature, then you agree to provide us with a worldwide non-exclusive royalty-free license to use your content, which includes any of your intellectual property stored on our systems, in order to provide you with such services and features, to improve our operations along with your experience, and to develop new technologies and services. To be clear, you will continue to own your intellectual property, while we will own any and all improvements made to our operations as a result of our use of your intellectual property as described in the following paragraph.
This license allows us to host, reproduce, distribute, communicate, and use your content in the course of providing you service — for example, to save your content on our systems and make it accessible to you and us, regardless of where you may be located. You also agree that we may sub-license these rights to our representatives, subsidiaries, partners, affiliates, contractors, and other third-parties that are necessary to provide you with such services.
This license to use your intellectual property lasts until such time that you take affirmative steps to actually delete or remove the content from your online account. Once we confirm such content is removed from our systems, our license to such content expires, unless in our sole and absolute discretion there is a lawful reason to preserve such content (e.g. litigation, disaster recovery, etc.)
Service Providers. There are a lot of logistics involved with registered agent services and sometimes we utilize professionals like couriers, attorneys and other third-parties to fulfill our registered agent duties. By using our Service(s), you understand and agree that these service providers may assist us in providing you with registered agent services.
Destruction of Documents. We do not perpetually retain the original copies of documents received by our offices. We expect that clients and their beneficiaries will diligently and promptly act to avoid any delivery of vital documents to our offices. In the event such documents or other mailings are delivered to our offices, we expect that clients and their beneficiaries will diligently act to request the original document or mailing to be forwarded to the client. Unless otherwise agreed in writing, all such forwarding requests will be at the client’s expense. Important Note: All documents and mailings are destroyed after thirty (30) days following the digital scanning of the documents and mailings.
Electronic Records and Signatures. We’re a digital company and sometimes we need your electronic or hard copy signature. We may need to file documents on your behalf so you consent to us affixing your electronic or hard copy signature in order to file documents on your behalf. If you upload or provide your digital or electronic signature to us for use, then you agree that we may affix that digital or electronic signature in the course of providing you with Service(s) without first seeking authorization from you.
We Require Current and Accurate Information. Due to various federal and state requirements and statutes, we absolutely need accurate information concerning the filings we perform on your behalf. 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. Your failure to maintain accurate and up-to-date information is a material breach of our Terms, and is grounds for immediate termination of Service(s).
For any Service(s) you purchase, including Registered Agent or Business Filings, you agree to be bound by our Acceptable Use Policy. You acknowledge, understand, and agree that the information we require from you depends on the Service(s) you purchase. You acknowledge, understand, and agree that you are responsible from providing and maintaining accurate and up-to-date information with us in order to provide you with Service(s).
Unless otherwise stated herein, all purchase are final and non-refundable after 90 days. No refunds will be given for any charges or credits more than 90 days old, unless otherwise agreed to in writing between you and us and/or if specific to the type of service we are providing or if required by law. We reserve the right to issue and/or prorate refunds or credits at our sole discretion unless otherwise required by law. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply. All state filing fees are non-refundable.
By providing your mobile phone number and checking that you wish to receive communications, you are consenting to receive Short Message Service (SMS)/text messages from us. The SMS/Text messages you may receive may include service-related and promotional messages, including: updates, alerts, and information (e.g., order updates, account alerts, etc.) and promotions, specials, and other marketing offers (e.g., cart reminders) through your wireless provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. SMS/Text messages may be sent using an automatic telephone dialing system or other technology.
Message frequency varies but you likely will not receive more than one (1) message(s) per day. Standard message and data rates may apply from your wireless provider and you are responsible for all charges and fees associated with text messaging imposed by your wireless provider.
Your participation in this program is completely voluntary and you can “opt-out” at any time by submitting an inquiry on our website or emailing our support team.
To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent via SMS/text message, or any errors in such information, and/or any action you may or may not take in reliance on the information received via SMS/text message.
Disputes and How To Settle Them
One Year Time Limitation to Start 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.
Dispute Resolution by Binding Arbitration and Class Action Waiver. We try extremely hard to provide every client with amazing customer service. If you don’t like something we did, please email or call us. We’ll try to resolve the issue to your liking quickly. Call us at 509-768-2249. You can also email us at [email protected]. We value our clients and seriously try hard to provide amazing customer service.
All that said, 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 the auspices of JAMS Alternative Dispute Resolution (“JAMS”). JAMS will administer any such arbitration under its Comprehensive Arbitration Rules. If the amount of the claims and counterclaims are less than Two Hundred and Fifty Thousand Dollars ($250,000.00), then the JAMS Streamlined Arbitration Rules and Procedures will be used. 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.
We Are Not Attorneys, Accountants, CPAs or Fiduciaries
At Northwest Registered Agent, our website is filled with a lot of tongue-in-cheek humor and opinion and, we hope, a lot of common sense about starting a business. We provide information and act as what’s known as a “fulfillment service provider”. That means we fulfill service orders that may include business filings and registered agent service. But we are not a law firm or an attorney and do not provide legal advice. As we are not attorneys, there is no attorney-client relationship between us and the communications between us are not protected as attorney-client communications. We are also not accountants nor fiduciaries in any other sense. 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.
You, personally, 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;
- Your failure to provide us with accurate information about you or your business;
- Your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights;
- Your violation of any local, state, federal or international law, rule or regulation of any municipality, county, state, 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, or from your uploading of any infringing or allegedly infringing material to our servers;
- 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.
Due to various state requirements and statutes, you must provide us with accurate information concerning the Service(s) we perform on your behalf. 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. Since your company may be subject to legal process in any county/state in which your business is registered or operates, it is crucial for you to provide us with correct and up-to-date information. That being said, we do not sell your information, and we keep all information that is not required on public documents private.
Intellectual Property Rights & Ownership
It’d be weird if you thought using our services granted you any rights to our Intellectual Property, but just so it’s clear, we own all right, title and interest, in and to all Intellectual Property Rights in the services and website, and none of it is yours, nor do these terms of service grant you any rights to our Intellectual Property. 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. That’s all ours…not yours.
We do, however, desire client feedback to help us improve our services; but if you submit an idea, and we implement it, you’re not entitled to any intellectual property rights or compensation of any kind. So please submit comments or ideas about our services, but know that by submitting any idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
Disclaimer of Warranties & Limitation of Liability
There’s no way to really break this section down into lay terms without losing some of the legal meaning, so we’re letting our legal team speak for us here.
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.
Waiver, Severability, and Assignment of Rights
This section is basically a catch all.
- 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.
This outlines how if, for example, you were to sell your business, you could assign the rights and obligations of this agreement to the person or entity you sold your business to. We just need prior written notice. Likewise if we sold our company our rights and obligations would transfer to the buyer, and it’d be their responsibility to uphold the Terms.
In legal terms, assignment reads like this:
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.
We may make changes to these Terms from time to time. Unless we say otherwise the amended Terms will be effective immediately, and your continued use the Site and or our Services confirm your acceptance of the changes. If you don’t agree to the amended Terms, you must stop using this Site and or our Services.
Force Majeure (and other Acts of the Gods)
This is the final section of the terms and it’s essentially frees both us from liability and obligation in the case of extraordinary circumstances that are out of our control like famine, disease, the apocalypse and other acts of God or Gods.
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 event 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.