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 and 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.

Service Providers 

There are a lot of logistics involved with our 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.

Electronic Records and Signatures 

We’re a digital company that provides a variety of filing solutions leveraging our proprietary software 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, and you agree to maintain accurate and updated information with us. You acknowledge and agree that, in the event you submit your own filings, you are obligated to notify us of our appointment as your registered agent by providing us the represented entity’s name and state filing number, the jurisdiction(s) where the entity is represented, and payment for each registered agent representation. 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. In the event of any discontinuation of a represented entity (e.g. dissolution, conversion, re-domestication, etc.), you agree that you are responsible for notifying us of any such discontinuation. 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).

Calls/SMS/Text Messaging/Email

By providing your mobile phone number and/or email address and checking that you wish to receive communications, you are consenting to receive Voice Calls, Short Message Service (SMS)/text messages, and/or email communications from us. If you leave items in your shopping cart or begin but do not complete checkout, we may use the email address and/or phone number you provided to send you reminders about your abandoned cart.

The 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, newsletters, and personalized recommendations) sent through your wireless provider to the mobile number you provided and/or to the email address you provided.

This consent applies 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 via SMS. Email frequency may vary. Standard SMS/Text 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 is completely voluntary and you can “opt-out” at any time by submitting an inquiry on our website, clicking the unsubscribe link in any email, 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 email, or any errors in such information, and/or any action you may or may not take in reliance on the information received.

Two-Factor Authentication (2FA)

You acknowledge that, in addition to your username and password, access to your account requires two-factor authentication. You are automatically enrolled in two-factor authentication (2FA). You may disable or opt out of 2FA at any time through your account portal. 2FA uses a second factor of authentication, which may include, but is not limited to, a one-time passcode sent via SMS text message or email.

Disputes and How To Settle Them

YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE RESERVE THE SOLE AND ABSOLUTE RIGHT TO ARBITRATE ANY DISPUTE PRIOR TO OR IN LIEU OF OTHER TYPES OF DISPUTE RESOLUTION AS REQUIRED BELOW.

PLEASE READ THESE SECTIONS CAREFULLY BECAUSE: 1. IT ONLY APPLIES TO INDIVIDUALS OR ENTITIES WHO HAVE FORMED LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW, 2. IT MAY REQUIRE YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US AND 3. IF ARBITRATION IS SELECTED BY US, SUCH ARBITRATION SHALL PRECLUDE YOU FROM SUING US IN COURT OR HAVING A JURY TRIAL.

1. Disputes. You agree that any Dispute (defined below) or claim between you and us is personal to you and us and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding (“Agreement”). This Agreement applies to all Disputes based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including but not limited to Disputes asserted against us by those you list as authorized contacts.
2. By your access and or continued use of the Services, you agree to waive your rights to a jury trial and to have any dispute or claim arising out of or relating to any product or service purchased from us (collectively, “Dispute(s)”) resolved in the manner as described herein. Disputes include, but are not limited to, (a) those arising out of or related to these Terms or our Services, and (b) those related to advertising, privacy, data security, and the use of our Site. Questions regarding the arbitrability of a dispute or claim between you and us are not included in the definition of a Dispute and are to be adjudicated by a court of law as set forth below.
3. Required Procedures. For any Dispute you agree to attempt to resolve the Dispute informally via the following process. If you assert a claim against us, you will first contact us by sending a written notice of your Dispute (“Claimant Notice”) to us by U.S. certified mail addressed to Notice of Dispute, Legal Department, Northwest Registered Agent, 522 W Riverside Ave Ste N Spokane, WA 99201. The Claimant Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Dispute; (iii) set forth the specific relief sought; (iv) identify whether the party contends the Dispute is within the scope of this Agreement and is arbitrable; and (v) be personally signed (in the case of any digital signature, the digital signature shall comply with the requirements of the federal E-Sign Act).
4. For a period of sixty (60) days from receipt of a completed notice (which can be extended by agreement of the parties), you agree to negotiate in good faith in an effort to resolve the Dispute. Completion of this mandatory dispute resolution process (“Process”) is a condition precedent to initiating any Dispute against us. If an arbitration has been commenced any arbitration then underway shall be stayed. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. Nothing in this Section limits the right of a party to seek damages for non-compliance with this Process. All applicable limitations periods (including statutes of limitations) will be tolled from the date of receipt of a completed notice through the conclusion of this Process.
5. You also agree that the laws of the State of Washington will govern these Terms in regards any Dispute. You also agree and submit to personal jurisdiction, for the purpose of litigating any such Dispute, to the laws and courts of the State of Washington. Without prejudice to the foregoing, you agree that, in our sole discretion, we may bring any claim, cause of action, or dispute we have against you in any competent court in the country or county in which you reside that may have jurisdiction over the claim.
6. Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages except that the prevailing party will be entitled to costs and attorneys’ fees.

Upon Notice of Arbitration by Us:

1. Agreement to Arbitrate Disputes.

(a) Arbitration Procedures.

(i) If the parties unable to resolve any such Dispute after completion of the Process discussed herein, and the Dispute, in our sole and absolute discretion, falls within the scope of this Agreement and is arbitrable, then we may submit the Dispute to binding confidential arbitration administered by the American Arbitration Association (“AAA”). Other than submitted arbitrable Disputes by us, Disputes must be submitted to the federal court sitting in Spokane County, Washington or, if the federal court in Spokane County, Washington is not available, then the state court in Spokane County, Washington. Said court shall make a preliminary determination as to whether the Dispute falls within the scope of this Agreement and is arbitrable.

(ii) All Disputes submitted to AAA will be resolved through binding arbitration before one arbitrator.

(iii) You agree to use the AAA Commercial Arbitration Rules, including the Expedited Procedures for all Disputes, except for the AAA rules concerning the arbitrability of Disputes, which may be exclusively determined by a court as set forth herein. The most current version of the AAA Commercial Arbitration Rules is available on the AAA’s website at Rules, Forms, and Fees, and such rules are hereby incorporated by reference into this Agreement. You either acknowledge and agree that you have read and understand the applicable AAA Arbitration Rules or waive your opportunity to read the AAA Arbitration Rules and waive any claim that such rules are unfair or should not apply for any reason. If AAA is unavailable or unwilling to administer the arbitration consistent with this arbitration agreement, the parties shall agree on an alternative administrator that will do so. If the parties cannot agree, they shall petition the federal court sitting in Spokane County, Washington or, if the federal court in Spokane County to appoint an administrator that will do so. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs, including costs for expert and other witnesses, to the prevailing party.

(iv) You acknowledge that the purpose of this Section is to streamline the dispute resolution process and that Coordinated Filings or Mass Arbitration’s are likely to frustrate that purpose. A “Coordinated Filing” or a “Mass Arbitration” is any demand for arbitration where the underlying claim is similar to at least five (5) or more other demands for arbitration regarding the same or substantially similar issues filed by or with the assistance of the same law firm, group of law firms, or organizations. We may, at our option, decline arbitration and instead litigate the claim in a civil court of competent jurisdiction as determined by us. In the event that a Dispute is part of a Coordinated Filing or a Mass Arbitration, our respective Dispute(s) will be arbitrated in a coordinated fashion such that arbitrator shall: (1) administer the arbitration demands together; (2) appoint one arbitrator for the coordinated demands; and (3) issue one set of case management, hearing and administrative fees due per side, one procedural calendar, and one hearing (if any) in a place to be determined by the arbitrator. To the extent the parties disagree on the application of the provisions of this paragraph, the disagreeing party shall advise the arbitrator, and the arbitrator shall stay the arbitration pending a determination of the applicability of this Section and process by a court. In such a proceeding, the prevailing party may recover its reasonable attorneys’ fees and costs in connection therewith.

(b) Individualized Arbitration Proceedings and Remedies.

(i) You agree that the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the AAA Rules, the arbitrator will have authority to grant any relief that would otherwise be available in court, including but not limited to public injunctive relief, and to make all procedural and substantive decisions regarding any Dispute, including those arising out of or relating to interpretation or application of this Agreement, and including the enforceability, revocability, or validity of the Agreement or any portion thereof. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one claimant, except for Coordinated Filings or Mass Arbitrations.

(ii) Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Nothing in this Agreement will prevent us from litigating in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator and or seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

(c) Confidentiality.

The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. Both parties agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. The parties agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.

(d) Payment of Arbitration Fees.

The costs of arbitration shall be governed by the AAA’s fee schedules, available at Rules, Forms, and Fees. Both parties agree to pay the its respective shares of the applicable AAA Commercial Case Filing Fee and all other AAA fees and costs. If, however, the arbitrator finds that either the substance of a Dispute is frivolous or was brought by an initiating party for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the initiating party will be required to pay all AAA fees.

We Are Not Attorneys, Accountants, CPAs, or Fiduciaries

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 or registered agent service. But we are not a law firm or an attorney and do not provide legal advice. There is no attorney-client relationship between us and the communications between us are not protected. We are not an insurer with regard to Services, the fees for Services rendered, and the limits on liability and remedy, discussed below, reflect the risks assumed by the parties. 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.

Indemnification

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:

• Any actual or alleged breach of your obligations under these Terms or the terms contained in our Privacy Policy;
• 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 and or the disabling of 2FA related to your account(s).

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

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

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.

• These Terms and our Privacy Policy constitute the entire agreement between you and us with respect to our services and website.
• 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.

Assignment

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.

Amendments

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.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the state of Washington excluding that body of law pertaining to conflict of laws. Any legal suit, action, or proceeding relating to this Agreement must be situated in the federal or state courts located in Spokane County, Washington. If any provision of this Agreement is for any reason found to be unenforceable, the remainder of this Agreement will continue in full force and effect.

Force Majeure (and other Acts of the 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, Gods 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.