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IncBig Supplemental Registered Agent Terms of Service
Welcome to the Terms of Service for IncBig, Inc (“IncBig”) registered agent, resident agent, agent for service of process, and statutory agent services (whichever is applicable to your state of service, collectively referred to as the “Registered Agent Services” or "RA Services"). RA Services may be sold as a standalone product or bundled with other IncBig packages.
In addition to the other IncBig terms, these supplemental terms of service (the “Supplemental Registered Agent Terms of Service “, “RA Terms of Service”, “RA Terms”, or “Supplemental RA Terms”) constitute a legal agreement between you and IncBig detailing your use of the IncBig Registered Agent Services. This Agreement, and its terms, conditions, limitations, and requirements, is effective as of the date you accept its terms by purchasing the RA Services, accepting a promotional trial thereof, or purchasing a package that includes RA Services (the “Effective Date”). Please read these Supplemental RA Terms carefully.
1. Description of Registered Agent Services. You are purchasing RA Services for a specific company. IncBig agrees to provide Registered Agent through its partner, Paracorp Incorporated for the company specified in your order during the period of time (“RA Service Term”) purchased.
a. Paracorp Incorporated as Service Provider.
You acknowledge and agree that IncBig partners with Paracorp Incorporated (“Paracorp”) to provide the Registered Agent Services. You acknowledge and agree that Paracorp may provide Registered Agent Services to you.
b. Service of Process.
You authorize Paracorp to receive service of process, including any notices of legal proceedings, other legal notices, or official government communication, and any items covered by the respective statute, rule, or regulation governing the state in which you have selected for RA Services (collectively, "Legal Mail"), on your behalf. You further authorize your Registered Agent to scan and upload the Legal Mail received on your behalf into your account.
c. Not a Mailing Address.
Except as otherwise specified in this Agreement, Paracorp’s services are limited to the receipt and forwarding of Legal Mail, and do not include the provision of a business or mailing address independent of such statute, rule, regulation, or contract. Paracorp has no obligation to forward any items received pursuant to any unauthorized use of Paracorp’s address (the "Registered Address") and neither Paracorp nor IncBig assumes liability to you or any other party for loss of such items. You assume all liability for such losses regardless of whether you had approved or initiated the unauthorized use. Paracorp may seek reimbursement from you for any and all costs incurred in connection with the unauthorized use of the Registered Address. Your Registered Address is for the primary purpose of fulfilling state requirements for "Service of Process" and such address may be used only to receive Legal Mail on your behalf. Unless otherwise specified, the primary business address you list on any filed document needs to reflect the primary business address your company operates from, regardless of what state that address is in.
d. Representation of Registered Address.
You agree not to represent or misleadingly suggest, whether orally, in writing, photographically, or otherwise, that the Registered Address is your place of business, your location of operations or business records, or is a physical address at which third parties can find you. You may not list the Registered Address in your company's public media, including in or on business cards, brochures, websites, or emails.
e. Misdirected Mail.
You acknowledge that Paracorp delivers Legal Mail to users; it does not warrant that Legal Mail will never be misdelivered. You acknowledge that in such cases neither IncBig nor Paracorp is liable to the intended recipient. Paracorp will make its best efforts to notify both the intended recipient and the unintended recipient promptly on discovery of the error and seek prompt retrieval of the item from the unintended recipient.
f. Customer-Returned Mail.
If you refuse or fail to accept Legal Mail forwarded to you from your Registered Agent pursuant to this Agreement, you will bear any costs of return shipping and re-induction of the Legal Mail. At the request of IncBig or Paracorp, you must sign for or otherwise acknowledge your acceptance of all Legal Mail sent to you by Paracorp.
g. Customer Responsibility to Provide Accurate and Updated Information.
It is your responsibility to contact Paracorp with changes to your contact information and business status (such as dissolved or inactive) within 30 days of the change. Please login into your Paracorp Plus portal at www.myparacorp.com to make such changes. Failure to do so may result in the termination of your services. You acknowledge that neither IncBig nor Paracorp is liable to you for damages resulting from your failure to update or provide accurate information to IncBig.
2. General Practices Regarding Use and Storage. You acknowledge that IncBig may establish general practices and limits concerning use of the Registered Agent Services. You agree that IncBig has no responsibility or liability for the deletion or failure to store any Legal Mail, messages, communications, or other content received or transmitted.
3. Updates to Terms. You acknowledge that IncBig reserves the right to change these RA Terms of Service at any time (“Updated Terms”), in its sole discretion, with or without notice. You agree that we may notify you of the Updated Terms by posting them on our website, and that your use of the RA Services after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the RA Services from that point forward. These RA Terms of Service will govern any disputes arising before the date of the Updated Terms. If you do not agree with an update, you may terminate your RA Services. To do so, see the Resignation Due to Termination paragraph below.
4. Your Information. You, not IncBig, have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of your information, and IncBig is not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any such information. IncBig reserves the right to withhold, remove, and/or discard your information without notice for any breach, including, without limitation, your non-payment.
You must immediately alert us of any fraudulent, unauthorized, illegal, or suspicious use of the RA Services or any other breach of security or unauthorized or illegal activity that you reasonably suspect.
5. Authority to Enter Agreement. If you are entering into these RA Terms of Service on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to this Agreement, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority or if you do not agree with these Supplemental RA Terms, you may not sign up for or use the RA Services. If after your purchase we find that you do not have authority to bind the entity for which you ordered, you will be personally responsible for the obligations in these Supplemental RA Terms and the order you placed, including without limitation, the payment obligations. We shall not be liable for any loss or damage resulting from our reliance on any instruction, notice, document, or communication reasonably believed by us to be genuine and originating from an authorized representative of your company. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, we may, but are not obliged to, require additional authentication from you.
You must pay all fees, including filing fees, related to your account in accordance with the terms at the time of your purchase, even if you do not receive registered agent mail, until you cancel your RA service or it is otherwise terminated and your obligations under Paragraph 8c(ii) are fulfilled.
Paracorp may increase its fees for RA Services effective the first day of a RA Service Term by giving you notice of the new fees at least thirty (30) days before the beginning of the RA Service Term. If you do not cancel your RA Service and fulfill your obligations under Paragraph 8c(ii), you will be deemed to have accepted the new fee that renewal term and any subsequent renewal terms (unless the fees are increased in the same manner for a subsequent renewal term). Reductions in fees become effective on the next renewal term without any pro rata refund for the then-current term.
If you add a product or service to your subscription, Paracorp has the discretion to charge you a prorated portion of the cost to align your renewal date with your current subscription. Paracorp will provide you notice before doing so.
You must provide valid credit card information at the time of purchase to allow payment for the initial RA Service Term (the “Initial Term”). Payment for the Initial Term is due as directed in your purchase, typically at the time of purchase or at the time of entity formation if you have purchased the RA Service with a IncBig business formation service.
c. AUTO-RENEWAL ACKNOWLEDGMENT
RA Services are automatically renewed at the end of the Initial Term and at the end of each successive renewal term (each a “Billing Date”), until and unless you notify us that you want to terminate your RA Service under this Agreement or your RA Service is otherwise terminated. If you do not notify Paracorp, your credit card will automatically be charged by Paracorp for the renewal term of your RA Service on your Billing Date.
ii. Notice of Automatic Renewal.
Paracorp may send a reminder email to your account’s email address of record at least fifteen days and not more than thirty days before your Billing Date. This notice is provided only as a courtesy. Neither Paracorp nor IncBig is obligated to provide this notice. You acknowledge that (i) your failure to read, (ii) your inability to receive, or (iii) IncBig’s failure to send the email creates no liability for Paracorp or IncBig.
d. Cancellation of Automatic Renewal.
Cancellation of your automatic renewal terminates your RA Service. To cancel the automatic renewal of your RA Service, you must notify Paracorp of your intent to cancel by calling 1-800-533-7272 or emailing Paracorp@myparacorp.com. IncBig and Paracorp agree that when it receives notice of this cancellation, no further charges will be billed to your credit card automatically subject to Your Obligations on Termination or Cancellation, Section 8, below.
e. Promotional Trial Memberships
We sometimes offer certain customers various trial or other promotional memberships, which are subject to this Agreement except as otherwise stated in the promotional offers. For a trial or other promotional membership with no initial charge, you agree we may authorize a charge of up to one dollar ($1) to your method of payment to verify your payment source. AT THE COMPLETION OF A TRIAL MEMBERSHIP, UNLESS YOU CHOOSE TO CANCEL BY CALLING 1-800-533-7272 OR EMAILING PARACORP@MYPARACORP.COM, YOUR MEMBERSHIP WILL RENEW AUTOMATICALLY AND YOUR CREDIT CARD WILL BE CHARGED TO BEGIN YOUR INITIAL TERM.
7. Changes to Service
a. Paracorp may change the offering of Registered Agent services, including the functionality, content, or availability of any features of the services, at any time in its sole discretion. We may also impose limits on features and services or restrict your access to all or part of the service. However, you have the right to cancel your membership should we materially decrease benefits. If we add new features to the service, including adding third-party services, the new features will be subject to these RA Terms.
b. Should Paracorp offer multiple versions of its Registered Agent services, and cease to offer a service you have selected, we can discontinue your subscription, continue to provide it to you, or provision a replacement (similar or comparable product) at the then-current price. Additional fees may be charged for such replacement services. IncBig will notify you of new fees at least 30 days before they become effective.
8. Termination or Cancellation.
a. By Paracorp.
Paracorp may terminate your RA Service and resign, with proper notice if required by state law, as your registered agent. Reasons for termination may include: 1) your failure to provide accurate, complete, and current information as requested or required by IncBig or your Paracorp, 2) the inability to locate you after reasonable and diligent efforts are made, 3) your failure to pay, 4) suspected illegal activity, or 5) any other lawful reason.
As your sole remedy, Paracorp will refund you any prepaid fees specifically related to the current RA Service Term.
b. By Customer.
You may cancel your RA Service by calling 1-800-533-7272 or emailing Paracorp@myparacorp.com. After you have cancelled, your RA Service will remain active until you have fulfilled your obligations pursuant to Paragraph 8c(ii) below.
c. Your Obligations on Termination or Cancellation.
After termination by Paracorp or termination or cancellation by Customer and at the end of the then-applicable Term, you agree that:
i. You are responsible for all expenses incurred by your use of the RA Services after termination or cancellation including, but not limited to, shipping charges incurred to forward Legal Mail received on your behalf.
ii. You must assign another registered agent in that jurisdiction or act as your own registered agent, where lawful, and must pay all fees related to changing your agent (including appointment and/or registration fees). In addition, you must notify Paracorp that you have properly changed registered agents by the next Billing Date, either by phone or email, and provide Paracorp with satisfactory written proof that the Paracorp is no longer listed as your registered agent. If, however, you no longer wish to use the Registered Agent Services because you are discontinuing your business operations (voluntarily or otherwise), you must properly dissolve, cancel, withdraw, or otherwise properly terminate your entity. You must also notify Paracorp that you have properly discontinued business operations by the next Billing Date, either by phone or email, and provide Paracorp with proof of your dissolution, cancellation, withdrawal, or termination of your entity. If you fail to provide Paracorp with satisfactory written proof of your resignation of the IncBig Registered Agent as your registered agent or of your discontinuation of business operations, you will continue to incur charges for Registered Agent Services until such proof is provided.
iii. After termination, any Legal Mail that Paracorp receives on your behalf will be marked "Return to Sender" if it is first class mail or destroyed if it is not. You waive and release Paracorp from compliance with any obligation to forward or re-mail Legal Mail received after your subscription has been terminated and specifically agree that Paracorp has no obligation to forward or re-mail Legal Mail to you except as expressly stated in this Agreement. You agree to hold IncBig, Paracorp and the affiliates of each harmless from any claim to the contrary.
iv. You acknowledge that you have sole responsibility for notifying senders (including all government agencies) of your new registered agent address.
v. In the event this Agreement is terminated (other than by reason of your breach), Paracorp will make available to you a file of your RA Services account content ("Customer Data") within 30 days of termination if you so request at that time. You may be required to pay reasonable copy and shipping charges associated with your request. You agree and acknowledge that IncBig has no obligation to retain the Customer Data and may delete such Customer Data a minimum of 30 days after termination.
9. Indemnification. You agree to protect, defend, indemnify, and hold IncBig and Paracorp 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 of litigation at arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted) suffered or incurred by us, including, without limitation, any claim for personal injury or property damage, arising from:
a. This Agreement;
b. The RA services provided to you;
c. Your use of the RA Services, including without limitation any copyright infringement claims that could arise from your Registered Agent scanning Legal Mail or other documents;
d. The failure of any third party, USPS, or any commercial delivery or courier service, to provide delivery or courier services accurately and on time;
e. Loss, damage, or destruction of your Legal Mail by any cause whatsoever whether or not attributable to our negligence or intentional act;
f. Any violation by you of any federal, state, or local laws, statutes, rules, or regulations; and
g. IncBig or its agents being named as defendant in an action based on your alleged or actual conduct.
For purposes of this Agreement, the indemnified parties shall include IncBig and its owners, affiliates, subsidiaries, parents, shareholders, members, successors, assigns, representatives, franchisees, officers, directors, agents, attorneys, and employees.
10. Limitation of Liability.
YOU AGREE AND ACKNOWLEDGE THAT NEITHER INCBIG NOR PARACORP IS LIABLE FOR ANY DAMAGE TO LEGAL MAIL OR LOSS OF LEGAL MAIL DURING OR AFTER MAILING OR SHIPMENT TO YOU. NEITHER INCBIG NOR YOUR REGISTERED AGENT IS RESPONSIBLE FOR LEGAL MAIL FOR WHICH THERE IS NO RECORD OF RECEIPT BY EITHER OF US. ANY ADDITIONAL INSURANCE IN EXCESS OF THE STANDARD AMOUNT INSURED BY CARRIERS, IF ANY, MUST BE AUTHORIZED AND PAID FOR IN ADVANCE BY YOU. YOU ACKNOWLEDGE AND AGREE THAT NEITHER INCBIG NOR YOUR REGISTERED AGENT HAS ANY RESPONSIBILITY OR OBLIGATION TO INSURE ANY LEGAL MAIL OR SHIPMENTS SENT TO YOU.
NEITHER INCBIG NOR PARACORP SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY NEGLIGENT ACTS OR OMISSIONS IN COMPILING, COLLECTING, PROCESSING, COMMUNICATING, OR DELIVERING LEGAL MAIL OR HANDLING PHYSICAL OR DIGITAL DOCUMENTS, DIRECTLY OR INDIRECTLY. YOU AGREE AND ACKNOWLEDGE THAT THE TOTAL AMOUNT OF OUR LIABILITY, IF ANY, FOR ANY AND ALL CLAIMS, CAUSES OF ACTION, DAMAGES, LOSSES, OR JUDGMENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID FOR THE REGISTERED AGENT SERVICE WITHOUT REGARD TO THE NATURE OF THE CLAIM, LOSS, OR DAMAGE INCURRED, EXCEPT AS PROVIDED IN THE DISPUTE RESOLUTION BY BINDING ARBITRATION SECTION OF THE TERMS OF SERVICE. NEITHER INCBIG NOR YOUR REGISTERED AGENT SHALL BE LIABLE FOR ANY OTHER LOSS, CLAIM, DAMAGE, OR INJURY ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE PROVISION OF ANY SERVICES PURSUANT TO THIS AGREEMENT.
11. Third Party Beneficiary
Paracorp Incorporated is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.