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Statutory Agent Service Agreement
(This is a SAMPLE Service Agreement)
When you hire us as your statutory agent, you will receive a copy of the “Statutory Agent Service Agreement,” which we periodically update. This is merely a sample. You will have the opportunity to review and accept the current Statutory Agent Services Agreement when you create your account.
Statutory Agent Service Agreement
Text Color Legend:
• Black Text - applies to businesses and to landlords
• Green text – applies only to businesses
• Blue text – applies only to landlords
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, hereby hire and appoint Arizona Statutory Agent Services, LLC, an Arizona limited liability company (“Agent”), as the statutory agent for the Business listed in Client’s online account (“Account”), upon the following terms:
LANDLORD: I, individually and/or 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, etc.), as Client, hereby hire and appoint Arizona Statutory Agent Services, LLC, an Arizona limited liability company ("Agent"), as the in-state statutory agent, pursuant to A.R.S. § 33-1902(B), for each of Client's Arizona residential rental properties listed in Client's online account ("Account"), upon the following terms:
1. Service Agreement.
a. Client's understanding, agreement and consent to the terms of this Statutory Agent Service Agreement (“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) when creating the Account; (2) sending an email or other communication approving this Service Agreement; (3) 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); (4) remitting the initial payment; (5) remitting payment when renewing services; or (5) by other conduct indicating approval. Similarly, when this Service Agreement is amended (e.g., language added and/or removed, in whole or in part), Client's understanding, agreement and consent to the amended Service Agreement are demonstrated by the same acts stated below.
b. The terms of this Service Agreement may be amended periodically by Agent and the amended terms shall become effective thirty calendar days after Agent sends to Client the amended Service Agreement 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 cancel without penalty, subject to the terms of the Service Agreement before the amendment. To cancel, Client must send written notice (i.e., email, fax, or letter) within ten calendar days after receipt of the amended Service Agreement that states Client: (1) does not accept the amended terms of service and (2) Client wishes to close the Account ("Cancellation Notice"). 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.
c. An unsigned copy of this Service Agreement shall suffice for all purposes and an original and/or signed agreement shall be unnecessary; the absence of signatures hereon shall not affect the validity or enforcement of this Service Agreement.
2. Cancellation. Client may cancel services at ANY TIME for ANY REASON or NO REASON by sending notice of cancellation via the website, fax, email or regular mail. Notice of cancellation must be sent by a person authorized on the Account. Agent may elect to send an email, fax, etc., to Client to confirm that Client wishes to cancel service. No proration or refund of prepaid fees will be given, except pursuant to Agent’s unconditional money-back guarantee within thirty (30) days after opening a new Account. Similarly, Agent may resign as Client’s statutory agent 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, or for any other reason or for no reason. Agent shall send notice of its resignation to Client via email, fax and/or mail.
3. 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(s) to Client via regular mail or otherwise, Client shall pay the cost thereof.
b. Late Fees. If Client does not remit payment of any amount due to Agent within thirty 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. Partial payments received shall be applied first to late fees and then other amounts due.
c. Resignation and 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.
d. BUSINESS Statutory Agent Fee. 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 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 annual fee for each additional business entity; minimum fee is $10/year for each business.
ii. “Non-Recurring Payment.” The statutory agent 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 annual fee for each additional business entity; minimum fee is $10/year for each business.
e. 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 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.
f. 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 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).
g. Corporation Annual Report Service. 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, at the time this service is requested (or otherwise), an annual fee of $199 (includes ACC filing fee: $45 for-profit; $10 non-profit). Agent will 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 will 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 a blank Annual Report form) to Agent, along with other documents requested or required by the ACC (or 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.
h. 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. At Agent’s discretion and depending on the facts (e.g., number and type of documents, time constraints, etc.), Agent may reduce the fee to $95 or, with Client’s approval, a fee greater than $195.
i. Terminate Business Service. For LLCs (Articles of Termination) and 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).
j. 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 will: prepare and file the Articles of Organization; publish the approved Articles (if necessary); and obtain and send to Client a Certificate of Good Standing and Certified Copy of the approved Articles of Organization. All ACC fees (for the forgoing) shall be paid by Agent. When drafting the Articles of Organization, Agent will indicate (for all LLCs) that one or more managers will manage the LLC. Once this service has been completed, Agent may change Client’s “Membership Level” on Agent’s website 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.
k. LANDLORD Statutory Agent Fee. 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 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 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.
4. Consent. Client authorizes Agent:
a. To receive or otherwise accept – on Client’s behalf and/or Client’s Business’ behalf – Notices via fax, email, personal service or otherwise, from any/all third-parties (e.g., individuals, tenants, businesses, attorneys, governmental agencies, etc.).
b. To open all Notices and to:
i. Discard the original Notice after Agent sends the Notice to Client via mail, fax, DocuSign, and/or email.
ii. Discard Notices that are, in Agent’s judgment, solicitations and/or mass mailing and/or are not addressed specifically to Client.
iii. Discard duplicate Notices (e.g., one sent via regular mail, one sent certified mail, and/or one hand-delivered).
iv. Discard duplicate forms (e.g., garnishment packet with multiple copies of same form; just one copy may be sent to Client).
v. Request, on Client’s behalf, that the sender of General Mail send all future mail to Client's Mailing Address. Agent is not a “mail forwarding service.” Client shall not cause or allow Client’s General Mail to be sent to Agent’s address. Agent may return any or all General Mail to sender.
c. To complete blank forms and/or create/draft documents (“Documents”) and to file, submit and/or send (“Send”) Documents to an Agency on Client’s behalf.
i. 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 leave them as separate Documents) and Send the Document (with or without other Documents received or otherwise obtained by Agent) to an Agency.
ii. Agent shall have unfettered discretion to enter or not enter Client’s email address, street address, and/or other information listed in Client’s Account on Documents and into an Agency’s online or offline filing system.
d. To sign for Client, as Client and/or on Client's behalf, as an “Organizer,” “Authorized Agent,” principal of Client, or other designation, for the purpose of Sending forms to the ACC (including Annual Report, Application for Authority, Foreign Registration Statement, entity termination form, entity creation form, and other forms), to a county assessor (e.g., rental property registration form), and/or Agency, to bring about the Client’s desired result.
...Service Agreement (continued) Page 2 of 2
5. Client also agrees:
a. Client is responsible for completely and accurately entering into the Account and thereafter keeping current: Name 1, Email Address 1, Fax Number 1, Client's Mailing Address, alternate point of contact information, and other information (“Account Information”).
i. 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.
ii. Agent may elect, but shall not be obligated, to periodically request (via email or otherwise) that Client verify and/or update the Account Information.
iii. 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.
b. To obtain, complete, sign and timely send to Agent the forms required by Agent and the 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 prepare and file their own documents, must obtain, complete and timely send documents to the ACC.
c. Agent may periodically send email to Client, including invoices for the services stated herein and Notices (if received by Agent), and 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.
d. Client is solely responsible for researching, investigating, and/or taking any/all action to determine whether business names used by and 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, etc.). Agent has no duty to take any of the foregoing actions.
e. To promptly notify Agent if: (1) any of the information on a rental property registration form changes and (2) any business information changes (e.g., business’ mailing or business address changes; change of members, managers, officers, directors, etc.; (3) a person is added or removed from the Account; and (4) other relevant information changes.
6. Agent’s duty to send Notice to Client.
a. 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 by certified mail, as that Account Information appears as of the date Agent sends a Notice to Client. Agent shall have unfettered discretion to elect to send, or not send, a Notice to Client more than one time and/or by more than one method.
b. Actual receipt of a Notice by Client is not required to satisfy Agent’s duty. 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; (2) a Notice is sent via DocuSign and Client "views" the DocuSign document, but does not digitally sign it; or (3) a Notice is successfully faxed (e.g., “fax transmission successful”) to Fax Number 1 or Fax Number 2, as that Account Information appears as of the date Agent sends a Notice to Client.
c. 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 to send any Notice to Client that is received by Agent after Client’s Account is closed. 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 closing Client’s Account, (4) Agent's first notice to Client that Agent intends to resign as Client's statutory agent, (5) Client hires another statutory agent, (6) Agent discovers Client has hired another statutory agent, and/or (7) 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 Agent sends a written resignation to an Agency or the date an Agency processes and/or gives legal effect to Agent's resignation. Agent may return to sender or discard any or all Notices received by Agent after Client's Account is closed.
a. ACC - Abbreviation for the Arizona Corporation Commission.
b. Agency - Includes the ACC, county assessor, secretary of state, or other government agency.
c. 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
d. Calendar Year – One full year of 365 days. As used herein, a calendar year starts from the date Agent receives payment for services. 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 until January 14 of the following year (i.e., one 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.
f. Client - The owner of the rental property is the Client. If the owner is a business entity (e.g., LLC, corporation, trust, partnership, etc.), then the business entity 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.
g. Email Address 1 - The email address for the primary point of contact in the Account.
h. Fax Number 1 - The fax number for the primary point of contact in the Account.
i. 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.
j. 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.
k. Notice – The term “Notice” shall include mail (but not General Mail), documents, 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.
l. “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: 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.
m. “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 a reminder 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, etc.) current.
8. Litigation. In the event of litigation between Agent and Client arising out of this Service Agreement or otherwise, the parties agree: (1) Arizona law shall apply and that any action must be filed in a state court in Arizona and (2) 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, etc.). 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. This provision shall survive termination hereof.
9. Representations and warranties. The person creating this Account represents and warrants to Agent that: s/he is authorized to open this Account and enter into this Service Agreement on behalf of Client; instructions given to Agent are lawful and authorized by Client; the Account Information is accurate and complete; and Client will comply with and abide by the terms stated in this Service Agreement. The person creating this Account, 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/or warranties made to Agent in this Service Agreement.
END OF SERVICE AGREEMENT, v20211222