Statutory Agent Service Agreement        v20240311

KEY POINTS: ● Unconditional, No Questions Asked, 30-Day Money Back Guarantee

● Client may cancel Statutory Agent Services at ANY TIME, for ANY REASON or NO REASON

● NO FEE for Notices sent to Client

Text Color Legend:

•    Black Text - applies to businesses and to landlords.

•    Green text – applies only to businesses.

•    Blue text – applies only to landlords.

•    Capitalized words (e.g., Client, Agent, Account) have specific meanings and are defined below.

BUSINESS: I, on behalf of the corporation(s), limited liability company(ies), or other business entity(ies) (referred to herein as "Business," whether singular or plural), as client (“Client”; defined below), hereby hire and appoint Arizona Statutory Agent Services, LLC, an Arizona limited liability company, as the Statutory Agent (hereinafter "Agent") for the Business listed in Client’s online account (hereinafter “Account”), upon the following terms:

LANDLORD: I, individually and on behalf of the out-of-state residential rental property owner(s), which may be one or more individuals or a business entity(ies) (e.g., LLC, corporation, trust), as client (“Client”; defined below), hereby hire and appoint Arizona Statutory Agent Services, LLC, an Arizona limited liability company, as the in-state Statutory Agent (hereinafter "Agent") for Client's Arizona residential rental property(ies) (hereinafter “Property,” whether singular or plural) listed in Client's online account (hereinafter “Account"), upon the following terms:

1.   Service Agreement. Client's understanding, agreement and consent to the terms of this Statutory Agent Service Agreement (hereinafter “Service Agreement”) are conditions precedent to Agent being contractually bound to perform the duties as Statutory Agent (described below) for Client’s Business and/or Client’s Property (as applicable).

      a.   Representations and Warranties. The person creating this Account (“Client’s Representative”; defined below) represents and warrants to Agent that:

            i.    They are authorized to open this Account and enter into this Service Agreement on behalf of Client; the Account Information (defined below) is accurate and complete; instructions given to Agent are lawful and authorized by Client; and Client will comply with and abide by the terms stated in this Service Agreement.

            ii.   They understand and agree that Agent's in-house attorney will review documents (e.g., forms completed by Client, forms completed by Agent, documents created by Client, documents created by Agent, documents obtained by Client from other sources) before the documents are sent to the ACC and/or county assessor to ensure the documents are adequate to bring about the Client's desired result (e.g., form LLC, register property), but that Agent and/or its in-house attorney have not and will not provide Client or Client's Business with legal advice, legal services, or other professional advice or services (e.g., tax law or planning, intellectual property law {e.g., copyright, trademark}, securities law {e.g., sale of shares, units, etc., in LLC or corporation}, community property law {e.g., impact of marriage or divorce on new or existing business or Property}, business {e.g., asset protection}, financial {e.g., estate planning}).

            iii.   They understand and agree that Client is solely responsible for researching, investigating, and/or taking any/all action to determine whether:

                   (1)  The name(s) used by and/or for Client's Business (including fictitious names, "doing business as" names, other names, words, phrases, etc.) are protected by, comply with, or violate intellectual property law (e.g., copyright, trademark);

                   (2)  Client’s Business requires approval from a governmental agency (e.g., Registrar of Contractors, Arizona Department of Real Estate, Arizona Department of Financial Institutions) and/or requires specific language in the Articles of Organization (if Client needs specific language in the Articles of Organization, Client must provide the specific language in the "Comments" section of the online application form when creating the Client Account);

                   (3)  Client may sell, give, trade, or otherwise transfer shares, units, or other type of ownership interest in Client’s Business or whether such actions may violate state and/or federal securities laws; and

                   (4)  Agent has no duty, express or implied, to take any of the foregoing actions.

      b.   Client's Representative, individually and on behalf of Client, hereby releases Agent from, and separately agrees to indemnify Agent for, any/all liability to Agent arising out of Agent relying upon, or Agent taking action based directly or indirectly upon, one or more of the Representations and Warranties made to Agent in this Service Agreement and/or the Account Information.

      c.   Client's understanding, agreement and consent to the terms of this Service Agreement are demonstrated by: (1) Client checking the checkbox labeled “YES, I have read and agree to the terms of the Service Agreement” (or similar language) on Agent’s website when creating an Account; (2) by adding a Business or Property to an existing Account; (3) sending an email or other communication approving this Service Agreement; (4) continuing to use Agent's services after receiving a copy of, or hyperlink to, this Service Agreement (e.g., attached to an email, hyperlinked in an email); (5) remitting the initial payment; (6) remitting payment when renewing services; (7) acknowledging receipt of a Notice that includes a copy of, or a hyperlink to, this Service Agreement; or (8) by other conduct indicating or suggesting approval.

      d.   The terms of this Service Agreement may be periodically amended (e.g., language added and/or removed) by Agent and the amended terms shall become effective thirty calendar days after Agent sends the amended Service Agreement to Client or upon approval by Client (as stated above), whichever occurs first. If Client does not agree to the terms of the amended Service Agreement, then Client may close the Account and cancel Statutory Agent Services (defined below) without penalty, subject to the terms of the Service Agreement before the amendment. To cancel, Client must send written notice (“Cancellation Notice”) within ten calendar days after receipt of the amended Service Agreement. The Cancellation Notice must state: (1) Client does not accept the terms of the amended Service Agreement and (2) Client wishes to close the Account (or similar, but unambiguous language). Client’s failure to timely send a Cancellation Notice shall be conclusive evidence that Client understands, agrees and consents to the terms of the amended Service Agreement.

      e.   An unsigned copy of this Service Agreement shall suffice for all purposes and an original and/or signed Service Agreement shall be unnecessary in litigation, administrative proceedings, or otherwise; the absence of signatures (digital or otherwise) hereon shall not affect the validity or enforcement of this Service Agreement.

2.   Cancellation.

      a.   New and existing Clients may cancel Statutory Agent Services at ANY TIME, for ANY REASON or NO REASON.

            i.    Agent offers an Unconditional, No Questions Asked, 30-Day Money Back Guarantee.

            ii.   If Client is dissatisfied with Agent's services – for any reason or no reason – Client may cancel within thirty (30) days after the Account is created. Client will receive a full refund of the amount paid to Agent, less any paid to the ACC or county assessor.

            iii.   If a new Client purchases White Glove Service or replaces their current statutory agent with Agent, and Client is dissatisfied with Agent’s services – for any reason or no reason, Client may cancel within thirty (30) days after the Account is created. Client will receive a full refund of the amount paid to Agent, less any amounts Agent paid to the ACC. If Client is using the Arizona Business Address Service, cancellation of Statutory Agent Services will also cancel the Arizona Business Address Service whether or not expressly specified in the Cancellation Notice.

            iv.   Thirty-one (31) days after the Account is created, if a new or existing Client is dissatisfied with Agent's services, Client may cancel for any reason or no reason, without a termination fee or cancellation fee, but no proration for prepaid services will be given.

      b.   Client may cancel Statutory Agent Services by sending a Cancellation Notice via the website, fax, email or regular mail. The Cancellation Notice must be sent by a person authorized on the Account. Agent may elect to send an email, fax, etc., to Client and/or others listed in the Account Information to confirm that Client and/or others listed on the Account wish to cancel service. If an Account lists more than one person and Agent receives conflicting instructions from persons listed in the Account Information, Agent shall have unfettered discretion to follow instructions from the primary point of contact for the Account (e.g., Name 1), follow some of the instructions, follow none of the instructions, or to resign as Statutory Agent.

      c.   Agent may resign as Statutory Agent for Client if payment is not received, payment is charged back, Client fails to respond to Agent’s communications, Client fails to acknowledge receipt of a Notice, for any other reason, or for no reason. Agent may send notice of its resignation to Client via email, fax and/or mail.

3.   Definitions. In addition to the capitalized terms above (i.e., Account, Agent, Business, Cancellation Notice, Property, Service Agreement) and further below (i.e., Documents, Send, Statutory Agent Services), the following terms have special meaning:

      a.   ACC - Abbreviation for the Arizona Corporation Commission.

      b.   Account Information - Name 1, Email Address 1, Fax Number 1, Mailing Address, alternate point of contact information, and other information provided by Client and/or Client’s Representative when creating and updating the Account on Agent’s website.

      c.   Agency - Includes the ACC, county assessor, Arizona Secretary of State, or other government agency.

      d.   Calendar Year – One full year of 365 days. As used herein, a calendar year starts from the date Agent receives payment for the services selected by Client, and not: (1) when Client created the Account; (2) when a new LLC is approved by the ACC; (3) when the ACC approves Agent as the Statutory Agent for a Business, or (4) when a Property Registration Form is sent by Client to Agent or by Client to a county assessor. Example: If Client creates an Account on January 10 and Client remits payment for Statutory Agent Services on January 15, then Client shall receive Statutory Agent Services from January 15 of the current year, until January 14 of the following year (i.e., one full Calendar Year after Agent’s receipt of payment).

      e.   Client - The Business is the Client, not the principals or individuals who created or maintain the business entity, and not the individuals who created or maintain the Account. Nevertheless, a Business typically has one (or more) primary point of contact (see “Name 1,” below) and Agent may send Notices, Invoices, communications, etc., to Name 1, Name 2, Client’s Representative, and/or other persons listed in the Account. Reference to Client may include, when the context suggests, Client’s Representative, Name 1, Name 2, and/or other persons listed in the Account.

      f.    Client - The owner of the rental property is the Client. If the owner is a business entity (e.g., LLC, corporation, trust, partnership), then the business entity is the Client (see “f. Client,” directly above), not the principals or individuals who created or maintain the business entity, and not the individuals who created or maintain the Account, and Agent may send Notices, Invoices, communications, etc., to Name 1, Name 2, Client’s Representative, and/or other persons listed in the Account. Reference to Client may include, when the context suggests, Client's Representative, Name 1, Name 2, and/or other persons listed in the Account.

      g.   Client’s Representative - The person(s) who created the Account on Agent’s website and the person(s) who subsequently updated or otherwise changed the Account Information, and who may be the owner of the Business or Property, have an ownership interest in the Business or Property, and/or are acting on behalf of (with or without written authorization) one or more of the foregoing persons.

      h.   Email Address 1 - The email address for the primary point of contact (i.e., Name 1) in the Account.

      i.    Email Address 2 - The email address for the alternate point of contact (i.e., Name 2) in the Account.

      j.    Fax Number 1 - The fax number for the primary point of contact (i.e., Name 1) in the Account.

      k.   General Mail - Includes bills, bank statements, business correspondence, magazines, package delivery, marketing mail from third-parties, solicitations, mass mailing, and/or cards or letters not addressed specifically to Client (e.g., resident, occupant).

      l.    Invoice - A request for payment sent by Agent to Client for the services requested by Client. Invoices are sent by email only.

      m.  Mailing Address - An address provided by Client to Agent where Agent may send Notices and/or other documents to Client via regular mail, certified mail, or other delivery service. The Mailing Address is provided by Client when creating the Account and must be updated by Client within ten calendar days if the Mailing Address changes (e.g., Client moved, post office box obtained).

      n.   Name 1 - The primary point of contact listed by Client’s Representative when creating the Account or subsequently entered in the Account. This person, along with all other persons listed in the Account, are authorized to act for and/or on behalf of Client and Agent may rely and/or act on instructions given by one or more of those persons.

      o.   Name 2 - The alternate point of contact listed by Client's representative when creating Client's Account or subsequently entered in the Account. This person, along with all other persons listed in the Account, are authorized to act for and/or on behalf of Client and Agent may rely and/or act on instructions given by one or more of those persons.

      p.   Notice – The term “Notice” means tangible documents, such as letters, notices, citations, service of process and/or anything delivered to, served upon, or otherwise received by Agent via the United States Postal Service, United Parcel Service, FedEx, process server or otherwise, but excludes General Mail. Agent is not a "mail forwarding service." Client shall not cause or allow Client's General Mail to be sent to Agent's address. “Notice” also excludes and Agent need not respond to, inform Client of, save, preserve or keep records of, phone calls, phone messages, text messages, or similar messages.

      q.   Non-Recurring Payment – Payment of the annual fee for Statutory Agent Services by any method other than Recurring Payment is a Non-Recurring Payment. Non-Recurring Payment includes payment by: check, money order, or cashier’s check, and also includes payments by credit/debit card, PayPal, and other online payment platforms if not set up by Client as a Recurring Payment. Example: Client makes a Non-Recurring Payment on January 15 by check or debit/credit card; on or before January 15 of the following year, Client must manually remit payment by check, debit/credit card, or online payment platform for the following year of service. Failure to timely remit payment may result in late fees, resignation by Agent, closing of Client’s Account, and/or other action taken by an Agency as a result of Client not having a Statutory Agent.

      r.    Recurring Payment – Similar to a magazine subscription or private club membership dues, a Recurring Payment is set up online by Client and renews automatically by charging the same credit/debit card (or other account) on or about the same day every year, for the same amount each year, without Client having to manually remit payment. Agent may send to Client reminders (via email or text message) that an upcoming Recurring Payment is scheduled. Example: Client sets up Recurring Payment on January 15 with a credit/debit card (or other account); on or about January 15 of the following year, Client’s card/account (the same card/account that Client used to set up the Recurring Payment) will automatically be charged the same amount for the following year of service and will continue annually thereafter until canceled by Client or Agent. Client must keep card/account information (e.g., account number, expiration date, billing address) current, otherwise payment may not be received by Agent. Failure to timely remit payment may result in late fees, resignation by Agent, closing of Client's Account, and/or other action taken by an Agency as a result of Client not having a Statutory Agent.

      s.    Statutory Agent – a person or company that: (1) is an Arizona resident (for a person) or an Arizona company (for a corporation or LLC); (2) has a physical street address (not a post office box); (3) is qualified to act as a statutory agent, and (4) has been expressly authorized by Client to receive Notices on Client’s behalf.

            ● Important:     When a Notice intended for Client is sent and/or served by anyone upon the Statutory Agent, Arizona law provides that the Client has been served with that Notice as of the date received or served upon the Statutory Agent, whether or not the Client actually receives the Notice and/or whether or not Client acknowledges receipt of the Notice sent to the Client by the Statutory Agent.

4.   Statutory Agent Services. After the conditions precedent in paragraph 1 have been met, and after accepting the appointment as Statutory Agent for Client, Agent performs three functions (discussed below): (a) satisfies the legal requirement for Client to have a Statutory Agent; (b) receives Notices on Client’s behalf; and (c) sends those Notices to Client, which are collectively referred to herein as “Statutory Agent Services.”

      a.   Satisfy legal requirement. An in-state Statutory Agent is required by Arizona law for: (1) business entities (i.e., LLCs, corporations, partnerships) and (2) landlords who own residential rental property in Arizona, but who do not reside in Arizona. Below are citations to the applicable laws requiring a Statutory Agent; each citation is hyperlinked to the statute on the Arizona Legislature’s website.

            i.    Business. A Statutory Agent is required for: (1) an LLC by A.R.S. Sec. 29-3115(A); (2) a corporation by A.R.S. Sec. 10-501(2); and (3) a partnership by A.R.S. Sec. 29-304(A)(2).

            ii.   Landlord. Statutory Agent required for out-of-state residential landlord by A.R.S. Sec. 33-1902(B).

      b.   Receive Notices. Agent shall accept, sign for, or otherwise receive, all written Notices intended for Client sent or delivered by anyone. Agent cannot (and will not) refuse to accept a Notice, including a specific Notice Client asks Agent to reject. To that end, Client authorizes Agent:

            i.    To receive or otherwise accept – on Client’s behalf – Notices via fax, email, personal service or otherwise, from any/all third-parties (e.g., individuals, tenants, businesses, attorneys, governmental agencies), but Agent shall not be obligated to forward voicemail messages, text messages and/or similar messages.

            ii.   To open all Notices (including Notices marked “personal,” “Confidential,” etc.) and to:

                   (1)  Discard the original Notice after Agent sends the Notice to Client via mail, fax, DocuSign, and/or email.

                   (2)  Discard notices that are, in Agent’s judgment, solicitations, mass mailing and/or are not addressed specifically to Client.

                   (3)  Discard duplicate Notices (e.g., one sent via regular mail, one sent certified mail, and/or one hand-delivered).

                   (4)  Discard duplicate forms (e.g., garnishment packet with multiple copies of same form; just one copy may be sent to Client).

                   (5)  Request, on Client’s behalf, that the sender of General Mail send all future mail to Client's Mailing Address. Agent may return any or all General Mail to the sender.

      c.   Send Notices. Except as stated above, Agent shall send to Client all written Notices received by Agent on behalf of Client, subject to the following:

            i.    Agent's duty to send a Notice to Client is satisfied when Agent sends a Notice to Client one time to: (1) Email Address 1 by email or DocuSign (or other digital signing platform); (2) Fax Number 1 by fax; or (3) Client’s Mailing Address, as the foregoing appears in the Account Information as of the date Agent sends a Notice to Client. To that end, Agent shall have unfettered discretion to elect to send, or not send, a Notice to Client: (a) more than one time; (b) by more than one method (e.g., email, fax, mail); (c) to more than one email address; and/or (d) to more than one person.

            ii.   Client shall timely and properly “white list” Agent’s email address so that Client timely receives Agent’s emails, including Notices, Invoices and other emails from Agent. To that end, Client shall not create a "rule" (or similar action) in Client's email program/service that routes Agent's emails to a spam folder, some other folder, another person, or otherwise results in Client not receiving Agent’s email(s). Client shall not “unsubscribe” from Agent’s email notifications. Agent is expressly released from all liability for Client’s failure to comply with Client’s duties and/or responsibilities stated in this Agreement.

            iii.   Actual receipt of a Notice by Client is not required to satisfy Agent’s duty to send a Notice to Client. Client is conclusively deemed to have received a Notice and Agent’s duty to send a Notice is conclusively deemed satisfied if: (1) a Notice is actually received by Client by any means and from any source (e.g., Agent, sender or other source); (2) a Notice is sent to Client via DocuSign (or other digital signing platform) and Client "views" (as indicated by an email from DocuSign to Agent) the DocuSign document, but does not digitally sign it; or (3) a Notice is successfully faxed (e.g., “fax transmission successful”) to a fax number, as that Account Information appears as of the date Agent sends a Notice to Client.

            iv.   Agent's duties as Statutory Agent and Agent’s obligation to send Notices to Client ends when the Account is closed. Agent shall have no legal, contractual, statutory, or other duty or obligation (express or implied) to send any Notice to Client that is received by Agent after Client’s Account is closed. Agent may return to sender or discard any Notices received by Agent after Client's Account is closed.

            v.   The Account is deemed closed upon the first of the following: (1) Client's request (via phone, fax, email, or otherwise) to close the Account; (2) Agent's notice to Client that Agent has or intends to close Client's Account; (3) Agent's first notice to Client that Agent intends to resign as Client's Statutory Agent; (4) Client hires another Statutory Agent; (5) the ACC’s website or county assessor’s website or offline records indicate Client is represented by another statutory agent; or (6) automatically, and without notice by Agent to Client, if payment on Client's Account is delinquent by more than thirty (30) calendar days. Agent's obligation to send Notices to Client shall not be determined by the date an Agency processes and/or gives legal effect to Agent's resignation.

5.   Services and Fees. Client agrees to pay Agent the following fees if/when applicable:

      a.   NO FEE FOR NOTICES. Client shall not incur any charge if/when Agent sends a Notice to Client via fax or email. However, in the event Client directs Agent – in writing (which includes email and text message) – to send the original Notice to Client via regular mail or otherwise, Client shall pay the cost thereof.

      b.   Statutory Agent Services Fee (for Business). Client shall pay to Agent, in advance, an annual fee in exchange for Agent providing Statutory Agent Services to Client. Payment shall be made by one of the following methods, which may be changed at any time by Client.

            i.    Recurring Payment. The Statutory Agent Services Fee for one business entity, for one Calendar Year, is $60.00 when paid by Recurring Payment. If eligible and Client requests a Volume Discount Account, then Client may pay a reduced (reduced by $10 dollars per year) annual fee for Statutory Agent Services for each additional business entity; the minimum fee for Statutory Agent Services is $10/year for each business.

            ii.   Non-Recurring Payment. The Statutory Agent Services Fee for one business entity, for one Calendar Year is $90.00 when paid by Non-Recurring Payment. If eligible and Client requests a Volume Discount Account, then Client may pay a reduced (reduced by $10 dollars per year) annual fee for Statutory Agent Services for each additional business entity; the minimum fee for Statutory Agent Services is $10/year for each business.

      c.   Arizona Business Address Service. If this service is requested by Client, Client shall pay to Agent, in advance and concurrently with the fee for Statutory Agent Services, an annual fee of $60 to use Agent’s physical street address as Client’s Arizona business address (e.g., "Entity Principal Office Address," "Entity Known Place of Business," or similar designation by the ACC) for each of Client’s Businesses that use this service.

      d.   Certificate of Good Standing Service. If this service is requested by Client, Client shall pay to Agent, at the time this service is requested, a one-time fee of $150.00, which includes the $45 ACC filing fee. Agent will obtain and send via email to Client within one business day (subject to the ACC’s website functioning properly) a Certificate of Good Standing issued by the ACC, provided Client's Business is in "good standing" with the ACC at the time of Client’s request. White Glove Service includes one Certificate of Good Standing, which will be sent to Client at or about the same time as an approved copy of the Business’s Articles of Organization.

      e.   Confidential Address Service. If this service is requested by Client, Client shall pay to Agent, at the time this service is requested, a one-time fee of $98.00 for each individual of the Business who desires to use Agent’s physical street address as the individual’s address (rather than using the individual’s home address or other address the individual does not want listed on the ACC’s website). Example:      Without Confidential Address Service, Name 1's address will appear as:

                                      Jane Smith, 123 W. Main Street, Anytown, AZ 85000

                                      (showing home address)

                                With Confidential Address Service it will appear as:

                                      Jane Smith, c/o Carlton Casler, 12725 W. Indian School Road, Ste. E-101, Avondale, AZ 85392

                                      (showing Agent’s address)

      f.    Corporation Annual Report Service. This service is only for corporations (any type: foreign and domestic, for-profit and non-profit). If this service is requested by Client, Client shall pay to Agent a fee of $199 (includes ACC filing fee: $45 for-profit; $10 non-profit), plus delinquent and/or late fees charged by the ACC (if any). Agent may obtain Client’s last Annual Report from the ACC (if available) and send to Client for review and updating (if needed). If an Annual Report is not available from the ACC, Agent may send Client a blank Annual Report. Client must timely (i.e., within five business days) sign and send the updated Annual Report (or complete, sign and send the blank Annual Report form) to Agent, along with other documents requested or required by the ACC (r by Agent, and the avowals and answers to questions on the Annual Report form. Agent may send one or more documents via email, DocuSign, or otherwise, to Client for signature to file the Annual Report. Agent is not responsible for ACC fees (e.g., late filing fee) if Client does not timely provide Agent with one or more of the foregoing documents and/or information. When filing the Annual Report with the ACC, Agent may sign as Statutory Agent or may sign as, or on behalf of, any of the principals of the corporation.

      g.   Electronic Processing. If this service is requested by Client, Client shall pay to Agent, at the time this service is requested, a one-time fee of $195 to have Agent electronically file documents with the ACC. For existing Clients, at Agent’s discretion and depending on the facts (e.g., number and type of documents, time constraints), Agent may reduce the fee to $95 or, with Client’s approval, charge a fee greater than $195.

      h.   Terminate Business Service. For an LLC (Articles of Termination) or a Corporation (Articles of Dissolution). If this service is requested by Client, Client shall pay to Agent, at the time this service is requested, a one-time fee of $190 to have Agent prepare and electronically file documents with the ACC (includes ACC filing fee: $35 LLC; $25 corporation) to terminate Client’s Business. Additional documentation and/or fees may be required by the ACC to terminate a Business. When filing the Articles of Termination/Dissolution with the ACC, Agent may sign as Statutory Agent or may sign as, or on behalf of, any of the principals of the Business.

      i.    White Glove Service. This service is for people who want a new Arizona LLC (with 1 or more members) and want Agent to handle all initial filings with the ACC. Agent advertises “one business day service” and Agent will file the Articles of Organization within one business day after receiving the necessary business information and full payment from Client; as of the date of this Agreement, ACC approval of new LLCs was given within one business day, but the ACC may change its prices and/or policy at any time; Agent will notify Client if ACC approval is no longer available in one business day and Client shall have the option to cancel White Glove Service without penalty. Client shall provide Agent with three (or more) proposed names for the new LLC, in order of preference (i.e., 1 is first choice, 3 is last choice); Agent will submit the name as provided by Client (e.g., as spelled and punctuated by the person creating the Account), but may add “LLC” at the end of the name if not included in the name(s) submitted by Client; the ACC has final approval over all business names. To form Client’s new LLC, Agent will: prepare and file the Articles of Organization; ensure the Articles of Organization are published; and obtain a Certificate of Good Standing; all ACC fees (for the forgoing) shall be paid by Agent and Agent shall send copies of the documents via email to Client. When drafting the Articles of Organization, Agent will indicate the LLC is “manager managed,” rather than “member managed,” and “Character of Business” will be stated as “any legal purpose”; if Client wishes the LLC to be member managed and/or anything other than “any legal purpose,” then Client must provide written instructions in the “Comments” section of the online application form when creating the Client Account. For LLCs with two or more members, a simple Operating Agreement will be provided that authorizes 100 units to be issued (Client must manually enter the number of units issued to each member); if Client and/or individual members of the LLC desire specific provisions, then Client must obtain an Operating Agreement from another source (e.g., attorney, CPA). Once White Glove Service has been completed, Agent may change Client’s “Membership Level” in Client’s Account to Non-Recurring Payment for Statutory Agent Services and Arizona Business Address Service (if indicated in the Articles), and may schedule Client’s Account to renew one year after the initial payment was received. Client must either set up a Recurring Payment at that time or make a Non-Recurring Payment.

      j.    Late Fees. If Client does not remit payment of any amount due to Agent within thirty calendar days of the due date or remits less than the full amount due, then a Late Fee of ten dollars ($10) may be assessed, plus ten dollars ($10) for each additional month or partial month, until payment has been received by Agent.

      k.   Reinstatement fee. If Agent has resigned as Client’s Statutory Agent and/or closed Client’s Account and, thereafter, Client desires to reinstate the Account, then Client shall pay a forty-nine dollar ($49) Reinstatement Fee, plus Late Fees, plus any costs/expenses incurred by Agent relating thereto (if any), plus any reinstatement fees, filing fees, and/or other fees charged by the: (1) ACC or (2) county assessor.

      l.    Partial payment. Partial payments (i.e., a payment that is less than the full amount due as of the date the payment is received by Agent) shall be applied (as applicable): first to the Reinstatement fee, then Late fees, then to delinquent Statutory Agent Services Fees, then to delinquent Arizona Business Address Service fees, then other amounts due to Agent under this Agreement, and finally to prepaid fees.

      m.  Services NOT provided

            i.    Agent will not file an initial or updated Beneficial Ownership Information Report required by the Corporate Transparency Act, 31 U.S.C. Section 5336.

            ii.   Agent is not obligated to provide any service to Client not stated herein unless Agent agrees – in writing – to provide a service not stated herein and the agreement must be supported by adequate legal consideration (e.g., payment of a fee).

      n.   Statutory Agent Services Fee (for landlords). Client shall pay to Agent, in advance, an annual fee in exchange for Agent providing Statutory Agent Services to Client. Payment shall be made by one of the following methods, which may be changed at any time by Client.

            I.    Recurring Payment. The Statutory Agent Services Fee for one property, for one Calendar Year, is $60.00 when paid by Recurring Payment. Each additional property is $25 more (each) for the same period.

            ii.   Non-Recurring Payment. The Statutory Agent Services Fee for one property, for one Calendar Year, is $90.00 when paid by Non-Recurring Payment. Each additional property is $25 more (each) for the same period.

6.   Client’s authorization and agreement

      a.   Client authorizes Agent to:

            i.    Provide Statutory Agent Services to Client and to take whatever actions Agent deems necessary to perform the duties of Statutory Agent.

            ii.   Complete blank forms, create and/or draft documents (herein after “Documents”) and to file, submit and/or otherwise send (“Send,” “Sending” or “Sent”) the Documents to one or more Agencies on Client’s behalf.

                   (1)  Agent may accept Documents signed in counterpart (i.e., manually signed, digitally signed, or both, on several different copies of the same document) and combine them into one Document or, at Agent’s discretion, leave them as separate Documents.

                   (2)  Agent shall have unfettered discretion to enter or not enter Client’s email address, street address, and/or other information listed in the Account Information, or obtained from another source, on Documents and/or into an Agency’s online or offline filing system.

                   (3)  In the event a Document Sent to the ACC and/or county assessor is rejected because of errors, omissions, etc., by Agent, then Agent may correct and resubmit the documents at Agent’s expense.

            iii.   Sign for Client, as Client and/or on behalf of Client, as an organizer, authorized agent, principal of Client, or other designation, for the purpose of Sending forms to the ACC (including Annual Report, Articles of Organization, Articles of Incorporation, Application for Authority, Foreign Registration Statement, Articles of Amendment, entity termination, resignation, and other forms), county assessor (e.g., rental property registration form), Agency, and/or others, to bring about the Client’s desired result.

      b.   Client agrees:

            i.    Client is responsible for completely and accurately entering into the Account and thereafter updating Account Information (e.g., Name 1, Email Address 1, Fax Number 1, Mailing Address, alternate point of contact information) within ten calendar days after any information changes.

            ii.   Client is responsible for notifying Agent within ten calendar days if: (1) any of the information on a rental property registration form changes and (2) any business information changes (e.g., mailing or business address changes; change of members, managers, officers, directors); (3) a person is added or removed from the Account; and/or (4) other relevant changes.

            iii.   Agent may rely on the Account Information as entered or updated by Client. Agent has no duty to search past communications between Agent and Client, investigate other sources, or otherwise, to locate accurate or missing Account Information.

            iv.   Agent may elect, but shall not be obligated, to periodically request (via email, text message or otherwise) that Client verify and/or update the Account Information.

            v.   Client is solely responsible for all consequences, damages, judgments, fines, fees, costs, etc. (“Damages”), caused by or arising out of Client's failure to keep the Account Information current, including the primary and alternate points of contact. Client releases Agent from, and separately agrees to indemnify Agent for, Damages sustained by Client, if Client's failure to keep the Account Information accurate, complete and/or current, causes or contributes to a delay in Client receiving a Notice and/or otherwise results in Damages to Client.

            vi.   To obtain, complete, sign, and timely send to Agent the forms required by Agent and/or an Agency (as applicable to Client’s needs). Client was informed when creating the Account, and by this Service Agreement, of Client’s obligation to send forms to Agent and/or an Agency; Agent shall not be obligated to send additional reminders to Client. Examples: (1) after creating an Account, landlord Clients must complete and send to Agent a rental property registration form and (2) after creating an Account, business Clients who elect to prepare and file their own documents, must obtain, complete and timely send documents to the ACC.

            vii.  Client authorizes Agent to periodically send emails and/or text messages to Client (including sending to Email Address 1, Email Address 2, Phone 1, Phone 2), including Invoices for the services stated herein and Notices (if received by Agent), and Agent may also send information about other products and/or services available for free or for purchase by Client from Agent and/or Agent’s affiliated businesses. Client authorizes Agent to add Client’s email address(es) to Agent’s email list and to send text messages (individual messages and/or as part of a group) to Client.

7.   Legal. In the event of litigation between Agent and Client arising out of this Service Agreement or otherwise, and for the purpose of enabling Agent to offer Statutory Agent Services (and other services described above or otherwise provide by Agent) at comparatively low fees, the parties agree: (1) Arizona law shall apply and that any action must be filed in a state court in Arizona, (2) any action must be brought within one year after the claim arises, and (3) the prevailing party in any litigation shall not be entitled to an award of attorney’s fees, litigation expenses, court costs, travel expenses, and/or any other amounts. Agent’s liability must be established by clear and convincing evidence on any/all claims and Client’s damages shall be limited to twice the amount of all amounts paid to Agent for services, excluding fees paid to third-parties by Agent (e.g., filing fees, publishing fees). To minimize delay and to reduce the cost of potential litigation, the parties agree to waive their right to a trial by jury. The parties hereto understand that they are entitled to a jury trial for claims arising out of this Agreement, but knowingly and voluntarily waive this right. The terms of this paragraph shall survive termination of this Service Agreement.

 

END OF SERVICE AGREEMENT

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