Terms of Service
New York Registered Agent LLC Terms of Service
Last Updated: September 2021
These terms of service (“Terms”) cover your use and access to the services, products, software and websites (“Services”) that are provided by New York Registered Agent LLC and any of our affiliates (“New York Registered Agent”, “company”, “we”, “us” or “our”).
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.
Acceptable Use of Our Website and Services
In using our website and Services, you may not, nor may you permit any third party, directly or indirectly, to:
- Access or monitor any material or information on any of our systems, using any manual process or robot, spider, crawler, scraper, or other automated means;
- Except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;
- Perform or attempt to perform any actions that would interfere with the proper working of the Services, or prevent access to or use of the Services by our other customers;
- Copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from us;
- Transfer any rights granted to you under these Terms;
- Use the Services except as expressly allowed under these Terms.
If we suspect your account has been used for an unauthorized, illegal or criminal purpose, you are granting us express authorization to share information about you and your account with law enforcement.
Registered Agent Service and Business Filings
- Receiving Service of Process & Other Legal Documents
As your registered agent, we need to accept legal documents on your behalf and upload them into the online account we provide you. You authorize us to receive service of process and legal documents of any kind (“Legal Documents”) on your behalf. You also agree that we can open, scan, upload and transmit the Legal Documents into your account in connection with providing Services to you. Registered agent services are limited to the receipt of service of process as well as the receipt and forwarding of Legal Documents, and do not include the receipt of any general or regular mail or other items. 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 Document are within your purchased service limit or not.
- Service Providers
There’s 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. This item is to make sure 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 and sometimes we need your electronic or hard copy signature, so 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. 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.
- We Require Current and Accurate Information
Because of various state requirements and statutes, we do 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.
Termination of Services (Registered Agent and/or Other Services)
When any Service with us is canceled or terminated, you acknowledge and agree that:
- Anyone who has access to your account has the proper authority to cancel Services; and
- The termination is binding on the company(s); and
- Upon termination, you waive any and all rights or claims of statutory damages or tort claims; and
- You will NOT file a “change of address” request with the United States Postal Service. This is a specific address request form the USPS provides that will ultimately not work because our address is not yours, and using that form could make a mess for both of us. The address we provide to clients is our address.
Registered Agent Services Termination
- We can terminate service.
We may terminate your registered agent Service at any time. Reasons for termination may include, but are not limited to: your failure to provide us with accurate, complete, and current information for your account; our inability to locate you after reasonable efforts are made; your failure to pay for your Service; any suspected illegal activity; or any other lawful reason.
- You can terminate our service.
You may terminate or cancel your Service anytime by logging onto your account and canceling your Service in your client portal.
- Upon termination you acknowledge and agree that:
• You release any and all liability, duty, or obligation of any kind that we had or continue to have to notify, forward, or re-mail documents that we receive for you or your company(s) about lawsuits or any other type of mail that we may receive. Even if our office address is still listed on any part of the corporate filing, or if we are still listed as the registered agent; and
• If we are still listed as the registered agent, or our address is still being listed, we have the right to remove ourselves and our address, which could put your company(s) in default, which may result in your company(s) to lose its license, good standing, and/or approval to perform work by various agencies. We are not agreeing to perform any filings to remove ourselves from your company, but we may choose to do so; and
• As of the date of termination, we will not forward service of process, legal notices, law suits, mail or notices that we may continue to receive to you or your company(s).
• You will hold us and our affiliates harmless from any third party claim arising out of any delay or failure of you receiving Legal Documents after your registered agent Service has been terminated.
How we handle Legal Documents after we are no longer your registered agent.
Once we are no longer your registered agent, if we receive further Legal Documents on your behalf, we will send an email notice to the last known email address that we have on file for you. If you want to view a Legal Document, you will need to renew your Service with us, pay any fees incurred prior to cancellation or pay a “Per Document” fee in order to view the Legal Document. Once you take one of these actions, we will make the Legal Document available to you.
You Waive and Release any Claims and Agree to Hold Us Harmless and Indemnify Us.
This clause is simply outlining that after your service is canceled or terminated, we aren’t responsible for forwarding you documents of any kind. After your service is terminated, you waive and release us from any obligation to forward or re-mail documents that are received. Additionally, you specifically agree that we have no obligation to forward or re-mail any documents to you except as outlined in these Terms. You further agree 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 Service has been terminated.
Termination of Services that Are Not Registered Agent Services
This is essentially the same as registered agent services, but we need to list it separately for legal reasons. So for Services other than registered agent services:
- We can terminate services.
We may terminate a Service or Services at any time. Reasons for termination may include, but are not limited to: your failure to provide accurate, complete and current information for your account; the inability to locate you after reasonable efforts are made; your failure to pay for your Services; suspected illegal activity; and any other lawful reason.
- You can terminate our services.
You can cancel your Services anytime by logging into your account and canceling in the client portal.
How to Terminate or Cancel a Service
To end a Service with us and no longer receive invoices, you are required to login to your account and cancel Services in the client portal.
Cancellation can be requested at any time. There are no fees to cancel, but upon cancellation of Service, you may be required to pay any past-due balances related to such services, unless otherwise specified in this agreement.
Some of our Services are billed via an automatic payment feature unless you choose to opt out of this feature within your client account. Clients who opt-out will be invoiced for payment. All accounts using auto-payment must provide us with valid and current credit card information and you agree that we are authorized to charge such credit card for all purchased Services as well as fees incurred in providing you with Services.
Specifics Regarding Auto-Pay Features:
- All auto-payments will be charged to the credit or debit card on file for the business entity or individual.
- All auto-payment services must be canceled at least one (1) day before the next charge date to avoid paying for the next month of Services, or year of annual Service. All cancellations must be handled through your online account.
- Annual auto-pay charges that fail to process will be rendered an unpaid invoice in your online account and subject to the fees and procedures outlined in these Terms.
- Monthly subscription or auto-pay charges that fail to process will result in the cancellation of all applicable Services and features.
At New York Registered Agent, like any other business, we do try to collect on money owed. While we will always do our best to treat each client with the respect they deserve, this section addresses how we handle declined payments and collections, and outlines what you’re agreeing to as our client.
If you’re enrolled in an autopay service, we’ll charge whatever payment methods are stored in your online account. If all methods fail or there is not a valid method saved, we may suspend your account and require payment in order to reinstate services or in order to cancel your services.
If we don’t receive payment (“Non-Payment”), you agree to pay all amounts due upon demand to resume or cancel your Service(s). You also authorize the Company to charge any and all outstanding fees and penalties that become due as a result from such Non-Payment. Additionally, following any such Non-Payment, you will not be eligible for monthly-billing or partial payments until your account is brought current. Non-Payment may also result in delayed services which include but are not limited to: locked documents, non-filing of compliance documents and the processing of additional orders.
You agree that you are liable for all third-party collection agency recovery fees and charges. You are solely responsible for any and all fees charged to your credit card by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds, and over the credit limit fees. By failing to notify the Company of billing problems or discrepancies you agree that you waive your right to dispute such billing discrepancies. We may modify the price, content, or nature of the Service(s) at any time. We may provide notice of any such changes by email, notice to you upon log-in, or by publishing them on our website.
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 518-533-5459. You can also email us at email@example.com. 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 New York Registered Agent, we provide information and act as what’s known as a “fulfillment service provider”. That means we fulfill service orders that includes 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. 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 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 law, rule or regulation of 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;
- 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 services 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.
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 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.
- 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.
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 even 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.
How to Contact Us
If you have any questions about these terms of service, feel free to contact us using one of the following methods: