Registered Agent Terms

NOTICE OF REGISTERED AGENT
TERMS AND CONDITIONS

Capitol Corporate Services, Inc., Capitol Services, Inc., or Capitol Document Services, Inc. (collectively “CCS”) agrees to serve as registered agent and registered office subject to the provisions contained in this Notice of Terms and Conditions (“Notice”).

Services

(a) CCS agrees to act as registered agent and provide a registered office (or the statutory equivalent) for the purpose of receiving legal service of process and official state correspondence.  CCS does not agree to serve as the principal, business or mailing address for the customer and is not responsible for forwarding items not received in its role as the registered agent.

(b)  With respect to any items received by CCS in its role as registered agent, CCS will promptly notify the customer of CCS’s receipt of such item(s) and promptly forward such item(s) to the customer, all in accordance with the contact information provided on the Registered Agent Client Contact Information form (or in accordance with the contact information as updated pursuant to the terms of this Notice).

(c) CCS shall have no responsibility for the receipt or non-receipt by customer of items which are forwarded (including, without limitation, service of process).  If such items should be returned to CCS for any reason, CCS shall have no responsibility other than to return them to the sender by first-class mail.

(d) Upon a change in the registered office location in any state, CCS shall file the appropriate documents with the registry where a public record of the registered agent is maintained in order to update the registered office address for all entities for which CCS has been made aware of its appointment as the registered agent and that are active and in good standing.  CCS shall have no obligation to update the address for entities that are dissolved, withdrawn or in bad standing.  In addition, CCS shall have no obligation to update the address in any other jurisdiction or capacity in which it may have been listed.

Fees

(a) The customer agrees to pay CCS an annual fee in advance in consideration of the services provided by CCS hereunder. The annual fee includes forwarding two (2) services of process per unit of representation on the account. Such annual fee may be increased in the sole discretion of CCS.

(b)  In addition to the annual fee described above, CCS will invoice the customer for excess service of process received by CCS as registered agent hereunder.

(c) The customer will not be entitled to any proration or refund of fees paid to CCS. If CCS receives payment after the termination of services, CCS will accept the payment as compensation for account setup, state fees absorbed for an appointment, performance of service for any months prior to termination, and inactivating the representation on the customer’s account.

Term; Termination

CCS’s obligation to serve as registered agent and the customer’s obligation to pay for such service will continue in effect until terminated by either party, either with or without cause, upon written notice to the other party.  Upon such termination, CCS will have the option to file for resignation as registered agent with the registry where a public record of the registered agent is maintained.  Regardless of whether or not CCS files a statement of resignation, CCS shall have no further obligations as registered agent, including no further obligation to receive or forward items which are served upon it as registered agent.  CCS may invoice the customer for any filing fees incurred by CCS in filing statements of resignation with the registry where a public record of the registered agent is maintained.

Limitation of Liability

This Limitation of Liability sets forth the full extent of CCS’s liability hereunder for any claim against CCS and sets forth the customer’s sole remedy.  The customer acknowledges that the fees for services provided hereunder reflect the allocation of risk as set forth in this Limitation of Liability. CCS shall not under any circumstances be responsible or liable to the customer or any third party for any claims of indirect, special, incidental, or consequential damages, such as, but not limited to, lost profits, injury to goodwill, or other economic loss arising out of or relating directly or indirectly to performance of the services or for punitive damages or specific performance.  NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, THE MAXIMUM LIABILITY OF CCS (IRRESPECTIVE OF WHETHER CCS MAY HAVE BEEN OR MAY BE ALLEGED TO HAVE BEEN NEGLIGENT OR OTHERWISE LEGALLY AT FAULT AND IRRESPECTIVE OF INSURANCE COVERAGE MAINTAINED BY EITHER PARTY) SHALL IN NO EVENT EXCEED THE PAYMENT, IF ANY, RECEIVED BY CCS FOR THE SPECIFIC SERVICES WHICH ARE THE SUBJECT OF THE CLAIM OR DISPUTE.

Miscellaneous

The customer shall be responsible for listing the correct name and address for CCS on the filing wherein CCS is appointed as the registered agent.  To ensure that CCS can perform its duties as registered agent, the customer must notify CCS of its appointment as well as provide contact information for the entity (including an authorized communications contact and/or custodian of records) by completing and returning the Registered Agent Client Contact Information form.  Further, the customer is required to notify CCS regarding any subsequent change of address or other changes to contact information.  No change to any information will be effective unless and until CCS is provided written notice of such change.  The terms of this Notice may be amended by CCS in its sole discretion and an updated version will be posted on CCS’s website as well as provided to the customer at the time of the next annual billing.  This Notice shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.  This Notice supersedes all prior agreements and is the only agreement between the customer and CCS, either oral or in writing, relating to the provision of the services.  If any provision of this Notice or its application is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of any of the other provisions and applications therein shall not in any way be affected or impaired.  This Notice shall be governed by, construed under, and interpreted in accordance with the laws of the State of Texas, excluding choice of law or conflicts of law principles that direct the application of the laws of a different state.  The customer agrees to submit to the exclusive jurisdiction of the courts located in the State of Texas for resolution of all disputes arising from or related to this Notice.

 

April 2023