, LLC • TERMS AND CONDITIONS, LLC (FRA) is a service company designed to provide various business services including but not limited to: Registered Agent Services (also known as Resident Agent Services), Incorporation, Corporate Filings, etc. FRA uses the information provided either verbally, in the client’s account or on order forms to complete the information on the required state forms. FRA is not a law firm and neither FRA nor any of its employees provide legal services or legal advice, however FRA’s representatives may express their opinions and provide accurate and authoritative information and services with regard to the subject matter covered. Further, no representations or warranties, expressed or implied, are given regarding the legal or other consequences resulting from the use of our services or forms and all services and information provided to the client are offered with the understanding that they are to be used in a legal and prudent manner.

LIABILITY: FRA, its agents, representatives and employees specifically disclaim any warranty beyond the limited warranty stated herein, whether express or implied, including the implied warranties of merchantability and fitness for purpose. Under no circumstances are FRA, its advisors, agents, representatives or employees liable or responsible for any damage or inconvenience caused or alleged to be caused by the use of our services. FRA does not assume any legal, financial or other liability or responsibility for the accuracy, completeness or usefulness of any official documents prepared and/or filed by a client directly with a jurisdiction filing agency by the client unless FRA's pre-clearance services have been engaged and the documents and/or their contents approved by FRA. Any documents prepared and/or filed by the client are subject to review for correct information and FRA will not be liable for any fees associated with subsequent corrections, amendments or any other type of revisions for documents not prepared and filed by FRA. FRA's financial liability is limited only to amounts paid to FRA.

Unless otherwise specified in service or contract or in Nevada, FRA's statutory or contract representation services are limited to the receipt and forwarding of items covered by the respective statute, rule, regulation or contract, and do not include the provision of a business or mailing address independent of such statute, rule, regulation or contact. FRA has no obligation to forward any items received pursuant to any unauthorized use of FRA's address and assumes no liability to Client or any other party for loss of such items. Client assumes all liability for such losses regardless of whether Client had approved or initiated the unauthorized use. FRA may seek reimbursement from Client for any and all costs incurred in connection with the unauthorized use of FRA's address. The address(es) FRA provides in any jurisdiction other than Nevada is for the primary purpose of fulfilling state statutes per "Service of Process". Said address is used to receive service of process and government documents on behalf of the client. Unless otherwise specified or filing in the State of Nevada, the Primary Business Address listed on any filed document needs to reflect the primary business address the company operates from regardless of what state that address is in.

Except in the case of FRA's proven negligence or willful misconduct, in either of which events FRA's liability (in the aggregate) shall not exceed $50,000, FRA's entire liability and Client's exclusive remedy for damages due to performance or non-performance of FRA, for any cause or service whatsoever, regardless of the form of action, whether in contract or in tort, shall be limited to the refund of the charges specifically related to the performance or non-performance of the direction of Client. When receiving process on behalf of Client, FRA shall in no event be responsible for any part of the underlying claim. In no event does FRA assume any liability whatsoever to any party other than the Client for Client's use of FRA's services, and Client agrees to indemnify FRA against any claims brought by such parties. Client is prohibited from assigning any cause of action or remedy to any third party and is further prohibited from encouraging any third party from bringing any cause of action against FRA.

While FRA takes reasonable steps to provide complete and accurate services, FRA cannot warrant or guarantee that its services are complete or error free. FRA is not an insurer with regard to the services performed. In order to obtain FRA's services for the charges states, Client agrees to assume the risk for any and all liabilities disclaimed by FRA and all damages in excess of the limited remedy provided herein.

FRA shall not be liable to Client or any third party for any direct, indirect, special consequential or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use of FRA's services, even if FRA has been advised of the possibility of such damages.

CLIENT RESPONSIBILITY: Client assumes liability for all charges incurred as a result of any and all services performed by FRA on Client's behalf or upon Client's direction. Such charges shall be due and payable upon receipt of FRA's invoice.

Client accepts full responsibility for the proper and legal use of the information and/or services so provided and for complying with any tax consequences or tax filing requirements arising as a result.

It is the Client's sole responsibility to keep FRA informed as to any changes in address, or of changes of persons authorized to receive FRA notifications, reports, processes and legal matters. Such changes are deemed to be effective when entered into FRA's client database system.

CANCELLED ORDERS: The maximum amount FRA will withhold from a cancelled order is $75, unless jurisdiction filing fees or supplier fees have already been paid or the registered agent address has been provided. Money paid to the jurisdiction filing agency for filing fees or to suppliers for goods or services is not refundable. If an order is cancelled, FRA will provide a refund based on the stage of order processing:

  • If an order is cancelled after the order audit and payment processes have been completed, but before any other processing has taken place, a refund for the total order amount less a $25 processing fee will be issued.
  • For registered agent service orders, an additional $25 will be withheld from the refund if the registered agent address has already been provided and no refunds will be considered 30 days after the date of the order.
  • For orders requiring a preliminary name check, an additional $25 will be withheld from the refund if the preliminary name check has been completed before the order is cancelled.
  • For orders requiring creation of state filing documents, an additional $25 will be withheld from the refund if the order is cancelled after these documents are created but before being filed with the state.

RETURNED CHECKS AND CREDIT CARD CHARGEBACKS: A $35 fee will be added to all checks returned to FRA due to non-sufficient funds or closed accounts. In addition, a bank service fee will be charged on these checks. For credit card payments that are charged back by the client, a $35 fee will be assessed along with any collection costs.

REGISTERED AGENT SERVICE: Any documents filed utilizing FRA’s registered agent services must have FRA's registered agent service network provider’s name stated as "InCorp Services, Inc." with all punctuation (excluding quotation marks). If client prepares and files any document with FRA's network provider’s name in any other form, FRA can not guarantee that said services can/will be performed and client will be responsible for any fees associated with amending the document to the correct name format.

DISCONTINUING AGENT SERVICE: Client acknowledges and agrees that if the entity either voluntarily or involuntarily discontinues business or operations in a jurisdiction where FRA's network provider provides services or client wishes to abandon said entity or discontinue service where FRA's network provider serves as registered agent:

  • The entity must be properly and legally dissolved, withdrawn, cancelled or otherwise properly terminated in that jurisdiction either through FRA, independently or through another service provider, or;
  • The entity must assign another registered/resident agent in said jurisdiction, or;
  • The entity and/or client must resign FRA's network provider as registered/resident agent in said jurisdiction and pay all filing fees related to same.

Note that if at least one of these conditions is not satisfied before the date the registered/resident agent service is due, the account and/or entity will automatically renew service and continue to accrue charges and late penalties for the registered agent fee which is an annual fee and not subject to pro-rated computation. In the event that the above cancellation conditions have not been met or the order has not been paid by the due date on the order, FRA reserves the right to automatically bill any payment method provided in client’s account (including but not limited to credit cards and/or debit cards) for any amount due on a registered agent service order. Additionally, if the account is in delinquent status or the entity is defunct, any account contacts, including, but not limited to the account primary contact and entity officers and/or directors shall be responsible for the payment of the account.

NEGOTIATED PRICING: Any special or reduced product or service pricing in recognition of quantity or other consideration is provided with the understanding and acceptance that all invoices are be paid on or before the due date of the invoice. If an invoice with items billed at a special pricing rate is not paid on or by the due date, FRA's network provider reserves the right to revert pricing on those items to the standard rate.

DISCLAIMER: The information and services provided by FRA are intended to provide accurate and authoritative information with regard to the subject matter covered. FRA and its representatives are only expressing their opinions. If you require specific tax, financial, business or legal advice, the services of a competent professional person should be retained. (Adapted from the Declaration of Principals jointly adopted by a committee of the American Bar Association and a committee of Publishers and Associations).

LEGAL JURISDICTION: The laws of Nevada shall govern.

MODIFICATION: FRA reserves the right to modify these terms at any time by making such changes to this page.

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